Aveng - cautionary, bond redemption, rights offer

Date

Proposed transaction highlights

*Early redemption of the existing convertible bonds, thus significantly deleveraging the Aveng balance sheet through the removal of the existing convertible bond overhang;

*R300 million of new capital to be injected into the business;

*Significant reduction in the Company's debt burden, allowing the Company the opportunity to unlock shareholder value from core and non-core assets; and

*Proposed transaction supports the going concern of Aveng, protecting Aveng shareholder value and recapitalising the business to allow for future growth.

Proposed rights offer

Aveng intends to implement a fully renounceable rights offer of R1.8 billion offered to all Aveng shareholders in order to fund the retained cash and the bond cash redemption.

Aveng intends to utilise the proceeds from the proposed rights offer for the retained cash and the bond cash redemption. The first R300 million of the proposed rights offer will be retained by the Company as the retained cash. The balance of the proceeds raised in the proposed rights offer will be used to redeem a portion of the existing convertible bonds on a pro-rata basis.

Aveng will settle the balance of the early bond redemption through the bond share redemption or through a combination of new Aveng shares and a new debt instrument as described in paragraph 3.3.

Suspensive conditions to the proposed transaction

The proposed transaction will be subject to the timeous fulfilment of the following suspensive conditions:

*Aveng shareholder approval of the special resolutions required in terms of the Companies Act and the Listings Requirements to amend the MOI to increase the authorised share capital of Aveng and to grant authority to the directors to issue Aveng Shares representing more than 30% of the share capital of Aveng. In addition an ordinary resolution approving the Specific Issue that will require the support of Aveng shareholders holding at least 75% of the total number of votes exercised by Aveng shareholders, present and eligible to vote on such a resolution at the general meeting of Aveng shareholders;

*The approval of the JSE of the Specific Issue;

*The approval of existing convertible bondholders to amend the terms and conditions of the existing convertible bonds in order to facilitate the Early Bond Redemption; and

*The approval of the Group's bank funders in respect of the proposed additional R200 million bank debt and the proposed transaction. In accordance with the arrangements between the Group and its bank funders, Aveng must obtain consent of these bank funders in order to implement various aspects of the proposed transaction, including: (i) the Early Bond Redemption; and (ii) the Proposed Rights Offer.

Notice of first general meeting and salient dates

Notice is hereby given that a general meeting of shareholders ("First General Meeting") will be held at the Company's registered office, Aveng Park, 1 Jurgens Street, Jet Park, Boksburg, at 09.00am on 29 May 2018 in order to pass the resolutions required to increase the authorised share capital of Aveng. Salient dates pertaining to the first general meeting will be published in the notice of general meeting, which will be posted to shareholders on Monday, 30 April 2018 and are detailed below.

*Record date to be entitled to receive the circular incorporating the notice convening the first general meeting - Friday, 13 April 2018

*Circular and notice of first general meeting posted to shareholder and announced on SENS on Monday, 30 April 2018

*Last day and time to give notice to participate in the first general meeting electronically by 12:00 on Thursday, 17 May 2018

*Last day and time to give notice to participate in the first general meeting - Tuesday, 15 May 2018

*Record date to participate in and vote at the first general meeting - Friday, 18 May 2018

*Last day to lodge forms of proxy with the Transfer Secretaries to vote at the first general meeting by 09:00 on (see note 2 below) - Friday, 25 May 2018

*First general meeting of shareholders to be held at 09:00 on Tuesday, 29 May 2018

*Results of first general meeting announced on SENS on Tuesday, 29 May 2018

*Results of first general meeting published in the press on Tuesday, 29 May 2018

Cautionary

The proposed transaction may have a material effect on the price of the Company's securities and bonds. Accordingly, shareholders and bondholders are advised to exercise caution when dealing in the Company's securities until a further announcement is made.