Aveng pricing of convertible bond offering

Wednesday 16th July, 2014
Aveng announced the successful placement of 7.25% senior unsecured convertible bonds maturing in 2019 (the \"Bonds\"), for a principal amount of ZAR 2 000 million (ISIN: ZAU000013807 and Alpha code \"UAEG\").

Payment for and delivery of the Bonds are expected to take place on or about 23 July 2014. Payment and delivery are subject to conditions precedent customary for this type of transaction.

The Bonds will be issued at 100% of their principal amount and have a coupon of 7.25% per annum, payable semi-annually in arrear on 24 January and 24 July of each year, with the first coupon to be paid on 24 January 2015. The Bonds will, subject to the passing of the Shareholder Resolutions (as defined below), be convertible into ordinary shares of the company (the \"Ordinary Shares\"). The conversion price of ZAR 28.76 per Ordinary Share has been set at a premium of 30% over the reference share price of ZAR 22.12, being the volume weighted average price of the Ordinary Shares on the JSE Ltd. from launch to close of trading.

Unless previously converted, repurchased or redeemed and cancelled, the Bonds will be redeemed at 100% of their principal amount on 24 July 2019. Aveng will have the option to call all (but not some) of the Bonds at 100% of their principal amount plus accrued interest (i) at any time on or after 7 August 2017, if the price of the Ordinary Shares exceeds 130% of the then prevailing conversion price over a specified period; and (ii) at any time, if 15% or less of the principal amount of the Bonds remains outstanding.

Aveng has undertaken to use its best endeavours to convene a meeting of its shareholders on or about 19 September 2014 to pass resolutions (the \"Shareholder Resolutions\") to enable the issuance of such number of Ordinary Shares as may be required to satisfy the exercise of conversion rights. Until the Shareholder Resolutions are approved, Aveng shall satisfy the exercise of conversion rights by making payments in cash. For so long as the Shareholder Resolutions have not been approved, Aveng will have the option at any time by giving notice no later than 10 dealing days prior to 30 June 2015 to call all (but not some) of the Bonds at the greater of (i) 102% of the principal amount of the Bonds (plus accrued interest); and (ii) 102% of the fair bond value of the Bonds (plus accrued interest).
In addition, the Bonds may be redeemed at the election of bondholders, prior to the maturity date,
following (i) a change of control; or (ii) a de-listing event, in each case, at 100% of their principal amount
plus accrued interest.

The Bonds have been offered via a private placement to South African and international institutional investors outside the United States of America in accordance with Regulation S under the U.S. Securities Act (as defined below) and outside Canada, Australia and Japan.

The company has agreed (subject to certain customary exceptions) not to issue or dispose of ordinary shares, convertible bonds or related securities during a period of 90 days after the closing of the offering.

Aveng intends to apply for admission of the Bonds to trade on the Main Board of the JSE Ltd. within 90 days following settlement of the Bonds.

Aveng intends to use the net proceeds from the offering to repay certain existing debt facilities, extend its debt maturity profile and for general corporate purposes. The offering forms part of the company\"s strategy to manage its liquidity needs, diversify its funding sources and reduce its reliance on bank debt, and to position itself to take advantage of growth opportunities.

Barclays Bank PLC and J.P. Morgan Securities plc are acting as Joint Bookrunners. Nedbank Ltd. (Acting through its Nedbank Capital Division) is acting as Co-Manager (together with the Joint Bookrunners, the \"Managers\").