Aveng disposal & cautionary announcement

Tuesday 7th April, 2015
As previously communicated to shareholders, the Board has decided to diversify the Group's funding sources, extend the debt maturity profile, reduce overall borrowing levels and the cost thereof to enable Aveng to concurrently pursue contract claims to a positive conclusion whilst taking advantage of growth opportunities. Consequently, the Group embarked on a programme to dispose of non- core assets with the objective of raising at least R2,5 billion. The assets to be disposed of comprised properties and Electrix, the sale of which was concluded on 19 September 2014.

Aveng advised shareholders that in terms of an offer accepted by Aveng on Thursday, 2 April 2015 (the ?Offer?), Aveng has agreed to dispose of 70% of Dimopoint (Pty) Ltd. (?Dimopoint?), a special purpose vehicle created for the purpose of holding the properties and which is wholly owned by Aveng Africa (Pty) Ltd. (?Aveng Africa?), to Imbali Props 21 (Pty) Ltd. (?Imbali 21?), an entity of the Collins Property Group (?Collins?) for approximately R1.127 billion to be settled in cash.

Due to the strategic nature of the investment, Aveng has elected to retain a 30% shareholding in Dimopoint and will jointly administer the Properties with Collins for a market-related fee. The Properties are currently tenanted by various entities within the Group, and Aveng Africa will sign a head lease in respect of the Properties for periods of 5 and 12 years. The effective date of the Transaction is expected to be when the last outstanding condition precedent to the Transaction has been fulfilled or waived, which is expected to be by 30 June 2015.

Conditions precedent
The Transaction is subject to inter alia, the fulfilment or waiver of the following main suspensive conditions:
* the conclusion of transaction agreements, including inter alia, shareholders agreement, subscription agreement, lease agreement and administration agreement;
* the relevant Competition authorities unconditionally approving the Transaction or subject to such conditions acceptable to Aveng and Imbali 21;
* within 30 days from signature of the Proposal, Dimopoint to secure funding on commercial terms and conditions acceptable to Aveng and Imbali 21;
* within 30 days from signature of the Proposal, Imbali 21 to secure funding on commercial terms and conditions acceptable to Imbali 21;

Application of the proceeds
The proceeds will be used to improve liquidity, to reduce overall debt, and to take advantage of growth opportunities.

Cautionary announcement
The pro-forma financial effects will be released in due course. Shareholders are therefore advised to exercise caution when dealing in their Aveng securities.