Aveng launch convertible bond offering

Wednesday 16th July, 2014
Aveng announces the launch of an offering of a base size of ZAR1 500 million South African Rand (\"ZAR\") - with an upsize option of ZAR500 million - senior unsecured convertible bonds maturing in 2019 (the \"Bonds\").

The Bonds will be issued at 100% of their principal amount and are expected to carry a coupon of between 6.75% and 7.50% 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\").

Unless previously converted, redeemed or repurchased 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 offering will be made by way of an accelerated bookbuild offering 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 initial conversion price is expected to be set at a premium of between 30.0% and 35.0% above the reference share price on the launch date. The final terms of the Bonds will be announced after the pricing has been determined.

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.

The Bonds are expected to be priced on 16 July 2014 and it is expected that settlement of the Bonds will take place on or about 23 July 2014. 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.