AEG 201408250032A
Related Party Clarification
AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
ISIN: ZAE000111829
SHARE CODE: AEG
("Aveng" or "the Group")
Related Party Clarification
1. Introduction
Aveng shareholders are referred to the announcement on SENS, dated 18 August
2014 (the “Announcement”), in which Aveng announced the posting of a circular to
shareholders, including a notice of general meeting (the “Circular”), to propose a
resolution to grant the Aveng board a specific authority to issue shares for cash (the
“Resolution”) in order to convert the ZAR2 billion 7.25% senior unsecured convertible
bonds, issued by Aveng, as announced on SENS on 16 July 2014 (the “Convertible
Bonds”).
2. Related party clarification
Both the Announcement and the Circular incorrectly describe Allan Gray as a “related
party” in terms of the JSE Listings Requirements by claiming that it holds, directly or
indirectly, more than a 10% beneficial interest in Aveng’s ordinary shares at the
commencement of the bookbuilding process for the Convertible Bonds.
It has since been brought to Aveng’s attention that Allan Gray is neither a “related
party” nor a “material shareholder” in terms of the JSE Listings Requirements as it is
not entitled to exercise or control the exercise of 10% or more of the votes attached to
Aveng’s shares held by its clients nor has it been in such a position at any time during
the past twelve months.
Accordingly, the JSE has ruled that any Allan Gray client or entity that did not
participate in the Convertible Bonds is entitled to be present at the general meeting
and to vote on the Resolution.
3. Voting Restriction
As per Section 5.51 (g) of the Listings Requirements, any Allan Gray client or entity
or for that matter any other shareholder which is a holder of Convertible Bonds from
the period commencing on the last day to trade date up to and including the date of
the general meeting is not entitled to vote on the Resolution.
Morningside, Sandton
25 August 2014
Sponsor:
JP Morgan Equities South Africa Proprietary Limited
Date: 25/08/2014 02:26:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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