AEG AEGCB 201806120049A
Notice of Bondholders' Meeting
Incorporated in the Republic of South Africa
(Registration number 1944/018119/06)
Share code: AEG ISIN: ZAE000111829
JSE 2019 Convertible Bond Code: AEGCB
JSE 2019 Convertible Bond ISIN: ZAE000194940
(“Aveng” or “the Issuer”)
NOTICE OF BONDHOLDERS' MEETING
In accordance with the terms and conditions (the "Conditions") of the Issuer's ZAR2,000,000,000,
7.25% senior unsecured convertible registered bonds due Wednesday, 24 July 2019 (the "Convertible
Bonds"), dated on or about 23 July 2014, and the trust deed dated on or about 23 July 2014 between
the Issuer and TMF Corporate Services (South Africa) Proprietary Limited, then known as GMG Trust
Company (SA) Proprietary Limited (the "Trust Deed"), notice is hereby given, in accordance with
Condition 20.4 (Notice of Meeting) of the Conditions, that a meeting of the Bondholders will be held at
10h00 on Tuesday, 3 July 2018 at the offices of Baker McKenzie at 1 Commerce Square, 39 Rivonia
Road, Sandhurst, Johannesburg, 2196 (the "Bondholders Meeting"), at which meeting the
Extraordinary Resolutions set out below will be considered and, if deemed fit, passed with or without
Save as otherwise defined, words and expressions used in this Notice have the meanings given to them
in the Conditions.
1. In February 2018, the Issuer announced the results of its strategic review (the "Strategic
Review") following a thorough and robust interrogation of all parts of the organisation to
identify businesses and assets that support its long-term strategy of becoming an international
infrastructure and resources group with a footprint in developing and fast-growing regions and
with access across the chosen markets.
2. Management believes the implementation of the Strategic Review will take up to 24 months
allowing management to unlock shareholder value by inter alia,:
(a) optimising the core operations, improving the profitability and the returns of the core
(b) maximising value for the non-core assets, by running orderly disposal processes; and
(c) addressing the current debt burden in the business.
3. As referred to in the SENS announcements of the Issuer dated Thursday, 26 April 2018, Friday,
18 May 2018 and Tuesday 29 May 2018 and disclosed in Annexures C, D and E respectively
hereto, the Issuer intends (as part of the implementation of the Strategic Review) to deleverage
the balance sheet to a sustainable level and de-risk the business through removal of the refinance
overhang by, among other things, early redeeming the Existing Convertible Bonds (the "Early
Bond Redemption") from existing convertible bondholders (the "Bondholders").
4. In terms of Condition 20.4 of the Conditions, read together with paragraph 7.27(a) of the JSE
Debt Listing Requirements and section 62 of the Companies Act, 2008, the Issuer is required
to give the Bondholders and the Trustee written notice of a meeting at least 15 business days
prior to the date of the meeting. Pursuant to Condition 20.4, read with Condition 18 (Notices),
the Issuer hereby gives notice to Bondholders of a meeting of Bondholders to discuss and vote
on the proposed amendments to the Conditions required to facilitate the Early Bond
(a) The Early Bond Redemption will be implemented as follows:
(i) To the extent the M&R Transaction, as defined in the announcement released
on SENS on 18 May 2018, and appended as Annexure D (“May SENS”), is
successful, the Early Bond Redemption will form part of the M&R
(ii) To the extent the M&R Transaction is not successful, the Issuer will redeem
such outstanding Convertible Bonds through the issue of new shares (the
"Shares") of the Issuer or cash as detailed in the May SENS;
(iii) Bondholders are referred to the SENS announcements in Annexure C,
Annexure D and Annexure E for further details in relation to the Early Bond
5. To the extent that the redemption of the Convertible Bonds is settled in Ordinary Shares,
fractions of Ordinary Shares will not be issued or transferred and delivered on redemption and
any fractions of Ordinary Shares will be rounded down to the nearest whole number of Ordinary
Shares and the remaining fractional balance settled in cash.
6. The amendment contained within Condition 8.1 (b) relating to the capitalisation of interest is
being proposed in order to preserve cashflow within the company.
7. The proposed amendments that would be required to the Conditions to allow the Issuer to
implement the Early Bond Redemption are set out in Annexure B hereto.
8. The Issuer therefore requests the Bondholders to approve the Extraordinary Resolution set out
1. In terms of Condition 20.10 (Proxies and Representatives), a Bondholder may by an instrument
in writing (a "proxy form") signed by the Bondholder or his duly authorised agent or, in the
case of a juristic person, signed on its behalf by a duly authorised officer, appoint any person
(a "Proxy") to act on its behalf in connection with any meeting or proposed meeting.
2. A person appointed to act as Proxy need not be a Bondholder.
3. A proxy form is attached as Annexure A for those Bondholders who wish to be represented by
proxy at the Bondholders Meeting.
4. Please note that the proxy form must be deposited at the specified office of the Issuer or at the
specified office of Computershare Investor Services Proprietary Limited (the “Transfer
Agent”), as the case may be, not less than 24 hours before the time appointed for holding the
Bondholders Meeting or adjourned meeting at which the person named in such proxy form
proposes to vote.
5. Either the original form must be deposited at the specified office of the Issuer or at the specified
office of the Transfer Agent, or a copy of the form may be scanned and emailed to the Issuer or
the Transfer Agent (with the original to follow shortly thereafter). Address details are provided
Issuer office Transfer Agent office
Aveng Limited Computershare Investor Services
1 Jurgens Street
15 Biermann Avenue
Attention: Edinah Mandikutse Attention: Proxy Department
Email: firstname.lastname@example.org Nomalanga Goba/ Khalid Cassim
Tel: 011 779 2812 Email: email@example.com
Tel: 011 370 5302
6. If a proxy form has not been deposited at the specified office of the Issuer or at the specified
office of the Transfer Agent at least 24 hours before the time appointed for holding the
Bondholders Meeting or adjourned meeting at which the person named in such proxy form
proposes to vote, the proxy form may be delivered to the Chairman of the meeting upon
commencement of the meeting.
7. Please note that in accordance with Condition 20.9 (Votes), Bondholders in respect of
Convertible Bonds held in the Central Securities Depository in uncertificated form shall vote at
the Bondholders Meeting on behalf of the holders of Beneficial Interests in such Bonds, in
accordance with the instructions to the Central Securities Depository's Nominee from the
holders of Beneficial Interests conveyed through the Participants in accordance with the
8. If the Central Securities Depository Participant ("CSDP") of a holder of Beneficial Interests
does not contact such holder, then such holder is advised to contact such holder's CSDP and
provide such CSDP with the holder's voting instructions.
9. Following the Bondholder Meeting, the Transfer Agent will collate the votes and provide the
Issuer with the voting outcome by no later than 17h00 on Tuesday, 3 July 2018. The results of
the meeting will be released on SENS within 48 hours of the Bondholders meeting.
IT IS RESOLVED THAT
Extraordinary Resolution Number 1: Amendment of Terms and Conditions of the Convertible
The Bondholders hereby approve the amendments to the Terms and Conditions of the Convertible
Bonds as set out in the document attached to the notice of the Bondholders' meeting at which this
Extraordinary Resolution was approved and as initialled by the chairman of the meeting for
identification purposes. The Bondholders further instructs and authorises the Trustee to conclude
whatever documents may be required in order to give effect to these amendments and these resolutions.
The salient dates relating to the Bondholders Meeting are as follows:
Record date to determine Bondholders entitled to receive Notice of Friday, 8 June
Posting date (via Strate) and announced on SENS Tuesday, 12 June
Last date to trade to be eligible to attend and vote at the Bondholders Tuesday, 19 June
Record date to be eligible to attend and vote at the Bondholders Friday, 22 June
Forms of Proxy should be lodged with Issuer or Transfer Agent no later Monday, 2 July
than 10h00 *:
Bondholders Meeting (Proxies may be delivered to the Chairman of the Tuesday, 3 July
meeting at the meeting):
Results of the Bondholders Meeting announced on SENS 24 to 48 hours post
* If a proxy form has not been deposited at the specified office of the Issuer or at the specified office of the Transfer
Agent at least 24 hours before the time appointed for holding the Bondholders Meeting or adjourned meeting at which
the person named in such proxy form proposes to vote, the proxy form may be delivered to the Chairman of the meeting
upon commencement of the meeting.
The following Annexures have been included in the notice of meeting distributed by STRATE to the
CSDPs and may be located on the website of the Issuer at http://www.aveng.co.za/investor-
A Proxy Form
B Proposed Amendments to the Terms and Conditions
C SENS Announcement of the Issuer dated 26 April 2018
D SENS Announcement of the Issuer dated 18 May 2018
E SENS Announcement of the Issuer dated 29 May 2018
12 June 2018
Financial advisor and transaction sponsor for the Capital Markets Transaction
Rand Merchant Bank (A division of FirstRand Bank Limited)
Absa Bank Limited, acting through its corporate and investment banking division
Group Executive: Strategy & Investor Relations
Tel: 011 779 2979
Date: 12/06/2018 04:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.