Postings of circulars and notice of general meetings
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
SHARE CODE: AEG
("Aveng" or "the Group")
POSTING OF THE AVENG STEELEDALE TRANSACTION AND AVENG CAPITAL PARTNERS
TRANSACTION CIRCULARS AND NOTICE OF THE GENERAL MEETINGS
1.1 AVENG STEELEDALE (“STEELEDALE”)
On 10 August 2016, Aveng announced on SENS (“Announcement”) the staged disposal by
Aveng Africa of its steel reinforcing and mesh business to Kutana Steel Proprietary Limited
(“Steeledale Transaction”). The Steeledale Transaction constitutes a Category 2 Related
Party transaction in terms of the JSE Listings Requirements and is subject to the conditions
precedent detailed in the Announcement.
1.2 AVENG CAPITAL PARTNERS (“ACP”)
The Announcement also detailed that a Share Sale Agreement had been concluded in terms
of which Aveng, through its wholly-owned subsidiaries Aveng Africa Proprietary Limited
(“Aveng Africa”) and Steelmetals Proprietary Limited (“the Sellers”), intended to dispose of the
equity interests held by the Sellers in Blue Falcon 140 Trading (RF) Proprietary Limited,
Windfall 59 Properties (RF) Proprietary Limited, Imvelo Concession Company (RF)
Proprietary Limited and N3 Toll Concession (RF) Proprietary Limited and certain loans owing
to Aveng Africa (as applicable) to Celanex Proprietary Limited, a wholly-owned subsidiary of
Royal Bafokeng Holdings Proprietary Limited (“ACP Transaction”). The ACP Transaction
constitutes a Category 1 transaction in terms of the Listings Requirements of the JSE Limited
(“JSE Listings Requirements”) and is subject to the conditions precedent detailed in the
2. POSTING OF THE CIRCULARS AND THE NOTICE OF GENERAL MEETINGS
Shareholders are hereby advised that the notices of general meetings and the two circulars
relating to the approval of the Steeledale Transaction and the ACP Transaction (“Circulars”),
respectively, will be posted to shareholders today, 12 October 2016. The Circulars include
summaries of the respective transactions and the pro forma financial effects of the
transactions on Aveng. In addition, the circular relating to the Steeledale Transaction contains
the report of the independent expert in respect of the Steeledale Transaction. The
independent expert has confirmed that the terms and conditions of the Steeledale Transaction
are fair to shareholders.
Notice is hereby given that the general meetings of shareholders for the approval of the
Steeledale Transaction and the ACP Transactions will be held at 10h00 and 10h15,
respectively, on Monday, 14 November 2016 at Aveng Park, Main Boardroom, Block A, No 1
Jurgens Road, Jet Park, Boksburg, to transact the business as set out in the Circulars.
3. SALIENT DATES
The Circulars containing the notices of general meetings will be posted to Aveng shareholders
who were recorded as such in the Aveng register of shareholders on Friday, 7 October 2016,
being the notice record date used to determine which shareholders are entitled to receive
notices of the general meetings.
The record date for shareholders to be recorded in the register of Aveng shareholders in order
to be able to attend, participate and vote at the general meetings is Friday, 4 November 2016
(“Voting Record Date”). Accordingly, the last date to trade in order to be registered in the
Aveng register of shareholders is Tuesday, 1 November 2016. Forms of proxy must be lodged
by no later than 10h00 on Thursday, 10 November 2016.
12 October 2016
JP Morgan Equities South Africa Proprietary Limited
Date: 12/10/2016 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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