AEG 201407160034A
Pricing of convertible bond offering

Aveng Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/018119/06)
JSE share code: AEG
ISIN: ZAE000111829
(“Aveng” or the “Company”)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OF AMERICA (INCLUDING ITS TERRITORIES AND DEPENDENCIES), AUSTRALIA, CANADA OR
JAPAN. RELEASED IN SOUTH AFRICA FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PUBLIC OFFER IN SOUTH AFRICA

Pricing of Convertible Bond Offering

Aveng announces today the successful placement of 7.25% senior unsecured convertible bonds
maturing in 2019 (the "Bonds"), for a principal amount of ZAR 2,000 million (ISIN: ZAU000013807 and
Alpha code “UAEG”).

Payment for and delivery of the Bonds are expected to take place on or about 23 July 2014. Payment
and delivery are subject to conditions precedent customary for this type of transaction.

The Bonds will be issued at 100% of their principal amount and have a coupon of 7.25% per annum,
payable semi-annually in arrear on 24 January and 24 July of each year, with the first coupon to be paid
on 24 January 2015. The Bonds will, subject to the passing of the Shareholder Resolutions (as defined
below), be convertible into ordinary shares of the Company (the “Ordinary Shares”). The conversion
price of ZAR 28.76 per Ordinary Share has been set at a premium of 30% over the reference share price
of ZAR 22.12, being the volume weighted average price of the Ordinary Shares on the JSE Limited from
launch to close of trading.

Unless previously converted, repurchased or redeemed and cancelled, the Bonds will be redeemed at
100% of their principal amount on 24 July 2019. Aveng will have the option to call all (but not some) of
the Bonds at 100% of their principal amount plus accrued interest (i) at any time on or after 7 August
2017, if the price of the Ordinary Shares exceeds 130% of the then prevailing conversion price over a
specified period; and (ii) at any time, if 15% or less of the principal amount of the Bonds remains
outstanding.

Aveng has undertaken to use its best endeavours to convene a meeting of its shareholders on or about
19 September 2014 to pass resolutions (the “Shareholder Resolutions”) to enable the issuance of such
number of Ordinary Shares as may be required to satisfy the exercise of conversion rights. Until the
Shareholder Resolutions are approved, Aveng shall satisfy the exercise of conversion rights by making
payments in cash. For so long as the Shareholder Resolutions have not been approved, Aveng will have
the option at any time by giving notice no later than 10 dealing days prior to 30 June 2015 to call all (but
not some) of the Bonds at the greater of (i) 102% of the principal amount of the Bonds (plus accrued
interest); and (ii) 102% of the fair bond value of the Bonds (plus accrued interest).

In addition, the Bonds may be redeemed at the election of bondholders, prior to the maturity date,
following (i) a change of control; or (ii) a de-listing event, in each case, at 100% of their principal amount
plus accrued interest.
The Bonds have been offered via a private placement to South African and international institutional
investors outside the United States of America in accordance with Regulation S under the U.S. Securities
Act (as defined below) and outside Canada, Australia and Japan.

The Company has agreed (subject to certain customary exceptions) not to issue or dispose of ordinary
shares, convertible bonds or related securities during a period of 90 days after the closing of the
offering.

Aveng intends to apply for admission of the Bonds to trade on the Main Board of the JSE Limited within
90 days following settlement of the Bonds.

Aveng intends to use the net proceeds from the offering to repay certain existing debt facilities, extend
its debt maturity profile and for general corporate purposes. The offering forms part of the Company's
strategy to manage its liquidity needs, diversify its funding sources and reduce its reliance on bank debt,
and to position itself to take advantage of growth opportunities.

Barclays Bank PLC and J.P. Morgan Securities plc are acting as Joint Bookrunners. Nedbank Limited
(Acting through its Nedbank Capital Division) is acting as Co-Manager (together with the Joint
Bookrunners, the “Managers”).


Johannesburg
16 July 2014

Sponsor: J.P.Morgan Equities South Africa Proprietary Limited


This announcement is not for distribution, directly or indirectly in or into the United States (as defined in
Regulation S under the US Securities Act of 1933, as amended (the “U.S. Securities Act”)). This
announcement is not an offer to sell securities, or the solicitation of any offer to buy securities, nor shall
there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The
securities mentioned in this announcement have not been and will not be registered under the U.S.
Securities Act, and may not be offered or sold in the United States or to, or for the account or benefit of,
US persons (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or
exemption from registration under the U.S. Securities Act. There will be no public offer of the securities
in the United States or in any other jurisdiction.

This announcement and the offer when made are only addressed to and directed, in member states of
the European Economic Area which have implemented the Prospectus Directive (each, a “relevant
member state”), at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and
regulations adopted by each relevant member state (“Qualified Investors”).
Each person in the European Economic Area who initially acquires any securities or to whom any offer of
securities may be made will be deemed to have represented, acknowledged and agreed that it is a
Qualified Investor as defined above.

In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only
at, Qualified Investors (i) who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may
otherwise lawfully be communicated (all such persons together being referred to as “relevant
persons”). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons
who are not relevant persons, and (ii) in any member state of the European Economic Area other than
the United Kingdom, by persons who are not Qualified Investors. In the United Kingdom, the investment
activity to which this announcement relates is available only to relevant persons and will only be
engaged in with relevant persons.

This announcement does not, nor is it intended to, constitute an “offer to the public” (as that term is
defined in the South African Companies Act, 2008 (the “SA Companies Act”) and does not, nor is it
intended to, constitute a prospectus prepared and registered under the SA Companies Act. This
announcement is not an "offer to the public" and must not be acted on or relied on by persons who do
not fall within Section 96(1)(a) of the SA Companies Act (such persons being referred to as “relevant
persons”). Any investment or investment activity to which this announcement relates is available only to
relevant persons and will be engaged in only with relevant persons. Bonds will not be offered for
subscription or sale in South Africa to any single addressee acting as principal for an amount of less than
ZAR 1,000,000 pursuant to Section 96(1)(b) of the SA Companies Act.

The information contained in this announcement is for background purposes only and does not purport
to be full or complete. No reliance may be placed for any purpose on the information contained in this
announcement or its accuracy, completeness or fairness. The information in this announcement is
subject to change.

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