AVENG LIMITED - Declaration announcement in respec26 Jan 2021
Declaration announcement in respect of the Aveng rights offer

AVENG LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1944/018119/06)
ISIN: ZAE000111829
SHARE CODE: AEG
("Aveng" or "the Company")


DECLARATION ANNOUNCEMENT IN RESPECT OF THE AVENG RIGHTS OFFER


 Shareholders are hereby advised that Aveng intends to raise an amount of R300 000 000 by way of a fully co-
 underwritten renounceable rights offer ("Rights Offer") of up to 20 000 000 000 ordinary no par value shares
 in Aveng and as many class A shares as may be required to be issued to the underwriters of the rights offer in
 the place of ordinary shares in order to ensure that the minima of the Rights Offer as required by the
 underwriters is attained ("Rights Offer Shares"). The Rights Offer will be made to qualifying shareholders at a
 subscription price of 1.5 cents per Rights Offer Share ("Rights Offer Price"), in the ratio of 103.12203 Rights
 Offer Shares for every 100 Aveng ordinary shares held on the Rights Offer record date ("Ratio of
 Entitlement"), which is anticipated to be on or about Friday, 5 February 2021 ("Record Date").

 RATIONALE FOR THE RIGHTS OFFER

 Following a multi-year journey, the Company will engage in the restructuring of its balance sheet which will
 allow the Aveng group ("Group") to reset its capital structure, deleveraging its balance sheet by more than R1
 billion, extending the Groupís maturity profile to three years, and simultaneously materially improving the
 Groupís South African liquidity pool. Following this transformational event, Aveng believes that the remaining
 debt is sustainable and the remaining balance is forecast to be repaid over the next three years. Importantly,
 this transaction not only provides Aveng the capital structure flexibility to complete its non-core asset sale
 programme and to wind down its remaining exposure to discontinued businesses, but also sets the Group on
 a path to pursue its strategy around the Groupís core businesses, McConnell Dowell and Moolmans, which
 have returned to profitability and where Aveng sees further business improvement prospects and growth
 opportunities.

 An amount of R300 000 000 will be received by Aveng pursuant to the Rights Offer, which amount will be
 utilised by Aveng to (i) settle the cash amounts payable to iNguza Investments (RF) Limited ("iNguza") to
 early settle iNguza debts amounting to a minimum value of R142 000 000 and a maximum of R163 000 000,
 depending on the election of certain holders of notes in the R25 000 000 000 asset-backed note programme
 dated 12 February 2019 (as amended), who have not, as at the date hereof, provided irrevocable
 undertakings to Aveng in respect of their election; (ii) make payment to certain lenders amounting to R55 241
 903; and (iii) any balance will be retained by Aveng to improve liquidity to allow for Aveng to meet its debt
 repayment requirements ("Transaction").

 The Transaction, among other things, will result in the reduction of the debt levels by an amount of
 R1 098 397 639 and an increase in the equity of Aveng by the same amount.

 SALIENT TERMS OF THE RIGHTS OFFER

 In terms of the Rights Offer, the Rights Offer Shares will be issued to Aveng shareholders recorded in Aveng's
 share register at the close of business on the Record Date, at the Rights Offer Price in the Ratio of
 Entitlement. Aveng will raise an amount of R300 000 000 in terms of the Rights Offer.

 The Rights Offer Price represents a discount of 39.5% to the 30 day volume weighted average traded price of
 Aveng's ordinary shares of 2.478 cents as at 27 November 2020.




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 Excess applications for Rights Offer Shares will not be allowed and any Rights Offer Shares that are not
 accepted, renounced or sold shall revert to the underwriters. The Rights Offer is conditional on the
 underwriters receiving a collective minimum issue to them of R203 000 000.

 The Rights Offer Shares issued will rank pari passu with the existing issued shares of Aveng, save in respect
 of the A shares which will not carry any voting rights save for voting rights on matters affecting that class of
 shares.

 IRREVOCABLE COMMITMENT AND UNDERWRITING

 Highbridge Tactical Credit Master Fund, L.P., Highbridge SCF Special Situations SPV, L.P (collectively
 "Highbridge Funds"), Whitebox Multi Strategy Partners L.P., Whitebox GT Fund L.P., Pandora Select
 Partners L.P. and Whitebox Caja Blanca Fund L.P. (collectively, " Whitebox Funds" and with the Highbridge
 Funds, "the Underwriters"). The Highbridge Funds currently hold 19.07%, and the Whitebox Funds hold
 11.99%, of the issued share capital of Aveng.

 The Underwriters have provided Aveng with an irrevocable commitment to follow their rights in terms of the
 Rights Offer and to subscribe for all of the ordinary shares to which they are entitled under the Rights Offer.
 The balance of the Rights Offer will also be underwritten by the Underwriters representing 68.94% of the
 Rights Offer Shares. The aforesaid commitment and underwriting fee will constitute 3%, excluding value-
 added tax, of the amount underwritten.

 SALIENT DATES AND TIMES

                                                                                                          2021

Special resolution regarding the amendment of the memorandum of                         Wednesday, 27 January
incorporation of Aveng to create the Aveng A shares is registered with the
Companies and Intellectual Property Commission
SENS announcement to Shareholders regarding the registration amendment of                 Thursday, 28 January
the memorandum of incorporation of Aveng to create the Aveng A shares with
the Companies and Intellectual Property Commission
Finalisation announcement released on SENS (before 11:00), on                             Thursday, 28 January
Circular to be made available on Aveng website                                             Monday, 1 February
Last day to trade in shares in order to participate in the Rights Offer (cum               Tuesday, 2 February
entitlement)
Shares commence trading ex-entitlement at 09:00 on                                      Wednesday, 3 February
Listing of and trading in the letters of allocation under code AEGN and ISIN            Wednesday, 3 February
ZAE000295481 on the JSE commences at 09:00 on
Circular and a form of instruction, where applicable, posted to qualifying
certificated shareholders on                                                              Thursday, 4 February
Record date at 17:00 on                                                                      Friday, 5 February
Rights Offer opens at 09:00 on                                                            Monday, 8 February
In respect of qualifying certificated shareholders, letters of allocation credited to
an electronic account held with the transfer secretaries at 09:00 on                       Monday, 8 February
Circular emailed to qualifying dematerialised shareholders                                 Monday, 8 February
In respect of qualifying dematerialised shareholders, CSDP or broker accounts
credited with letter of allocation at 09:00 on                                             Monday, 8 February



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Last day to lodge form of instruction with the transfer secretaries in respect of                          Tuesday, 9 February
qualifying certificated shareholders (or their renouncees) wishing to sell all or
some of their letters of allocation by (12:00) on
Last day to trade letters of allocation on the JSE                                                        Tuesday, 16 February
Listing of Rights Offer Shares and trading therein on the JSE commences at                            Wednesday, 17 February
09:00 on
Rights Offer closes at 12:00 on                                                                            Friday, 19 February
Payment to be made and form of instruction to be lodged with the transfer                                    Friday, 19 February
secretaries by qualifying certificated shareholders wishing to renounce or
subscribe for all or part of their entitlement at 12:00 on
Record date for letters of allocation on                                                                     Friday, 19 February
Rights Offer Shares issued on                                                                              Monday, 22 February
In respect of qualifying dematerialised shareholders (or their renouncees),
CSDP or broker accounts debited with the aggregate Rights Offer Price and
updated with Rights Offer Shares at 09:00 on
                                                                                                           Monday, 22 February
In respect of qualifying certificated shareholders (or their renouncees), share
certificates in respect of Rights Offer Shares posted on or about                                          Monday, 22 February
Results of the rights offer announced on SENS on                                                           Monday, 22 February
Results of the rights offer published in the press on                                                      Monday, 22 February

 Notes:

 1.   If you are a qualifying dematerialised shareholder you are required to notify your duly appointed CSDP or broker of your acceptance
      of the Rights Offer in the manner and time stipulated in the agreement governing the relationship between yourself and your CSDP
      or broker.
 2.   CSDPs effect payment on a delivery versus payment method in respect of qualifying dematerialised shareholders.
 3.   Shareholders may not dematerialise or rematerialise their Ordinary Shares between Wednesday, 3 February 2021, and Friday, 5
      February 2021, both dates inclusive.
 4.   All times are South African times.
 5.   Share certificates will be posted by registered post at the risk of the qualifying certificated shareholders (or their renouncees).


 TAXATION

 Shareholders are advised to consult their tax and financial advisors regarding any taxation implications
 pertaining to them regarding the acceptance of their rights in terms of the Rights Offer.

 FRACTIONAL ENTITLEMENT

 The number of rights to subscribe for Rights Offer Shares to which qualifying shareholders will become
 entitled will be determined by the Ratio of Entitlement. Only even whole numbers of Rights Offer Shares will
 be issued and shareholders will be entitled to subscribe for rounded numbers of Rights offer Shares once the
 Ratio of Entitlement has been applied. Fractional entitlements and all odd numbers will be rounded up to the
 nearest even number. The reason even numbers are required is that the Rights Offer Price is 1.5 cents and
 therefore an even number is required to make it a full cent.

 FOREIGN SHAREHOLDERS

 Any shareholder resident outside the common monetary area who receives the Rights Offer circular and form
 of instruction, should obtain advice as to whether any governmental and/or any other legal consent is required
 and/or any other formality must be observed to enable such a subscription to be made in terms of such form
 of instruction.



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The Rights Offer does not constitute an offer in any jurisdiction in which it is illegal to make such an offer and
the Rights Offer circular and form of instruction should not be forwarded or transmitted by recipients thereof to
any person in any territory other than where it is lawful to make such an offer.

The Rights Offer Shares have not been and will not be registered under the Securities Act of the United
States of America. Accordingly, the Rights Offer Shares may not be offered, sold, resold or delivered or
transferred, directly or indirectly, in or into the United States or to, or for the account or benefit of, United
States persons, except pursuant to exemptions from the Securities Act. The Rights Offer circular and
accompanying documents are not being, and must not be, mailed or otherwise distributed or sent in, into or
from the United States. The Rights Offer circular does not constitute an offer of any securities for the sale in
the United States of America or to United States persons.

The Rights Offer contained in the Rights Offer circular does not constitute an offer in the District of Colombia,
the United States, the Dominion of Canada, the Commonwealth of Australia, Japan or in any other jurisdiction
in which, or to any person to whom, it would not be lawful to make such an offer, Non-qualifying shareholders
should consult their professional advisors to determine whether any governmental or other consents are
required or other formalities need to be observed to allow them to take up the Rights Offer, or trade their
entitlement.

Shareholders holding Aveng shares on behalf of persons who are non-qualifying shareholders are responsible
for ensuring that taking up the Rights Offer, or trading in their entitlements under that offer, do not breach
regulations in the relevant overseas jurisdictions.

To the extent that non-qualifying shareholders are no entitled to participate in the Rights Offer, such non-
qualifying shareholders should not take up their Rights Offer entitlement or trade in their Rights Offer
entitlement and should allow their rights in terms of the Rights Offer to lapse.




Johannesburg
26 January 2021


JSE Sponsor

UBS


Transaction advisor

DGCapital


Legal advisor


Baker McKenzie

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Date: 26-01-2021 04:00:00
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