AVENG LIMITED - Aveng Circular - Balance Sheet Restructure Transaction, Notice of the Extraordinary General Meeting

Aveng Circular - Balance Sheet Restructure Transaction, Notice of the Extraordinary General Meeting

Aveng Limited
Incorporated in the Republic of South Africa
(Registration number 1944/018119/06)
Share code: AEG    ISIN: ZAE000111829
(“Aveng” or “the Company”)

AVENG CIRCULAR - BALANCE SHEET RESTRUCTURE TRANSACTION, NOTICE OF THE
EXTRAORDINARY GENERAL MEETING AND WITHDRAWAL OF THE CAUTIONARY

1.   Introduction

     -    The Company intends to undergo a recapitalisation and debt restructure including inter alia
          a Rights Offer and the settlement of debt by way of cash or a specific issue of shares to
          lenders (“Balance Sheet Restructure Transaction”). Aveng Shareholders are referred to the
          announcement released on SENS on Wednesday, 25 November 2020, in which Aveng
          announced its intention to proceed with the Balance Sheet Restructure Transaction.

     -    Aveng intends to conclude the Balance Sheet Restructure Transaction in terms of which
          Aveng has negotiated the restructure of its existing debt facilities with the Lenders where (i)
          certain debt under such facilities will be settled through the issue of Aveng Ordinary Shares;
          (ii) certain debt will be settled in cash by Aveng utilising the proceeds from the Rights Offer;
          and (iii) the remaining debt will be restructured in terms of restructured term and overdraft
          facilities with a tenure of three years. The Recapitalisation Term Sheet will govern the
          Balance Sheet Restructure Transaction. The detailed implementation of the Balance Sheet
          Restructure Transaction is set out in the Aveng Circular.


The Circular is available on the Company’s website https://www.aveng.co.za/circular.php).

                                                                                                        1
2.   Notice of Extraordinary General Meeting and salient dates

        Notice is hereby given that an Extraordinary General Meeting of shareholders (“EGM”) will
        be held virtually, at 09.00am on 20 January 2021 in order to pass the resolutions detailed in
        the Circular. The Notice of the EGM, which forms part of this Circular, is to provide Aveng
        Shareholders with relevant information in relation to the resolutions required before the
        Balance Sheet Restructure Transaction can be implemented, and to convene the EGM on
        Wednesday, 20 January 2021, at which General Meeting the Aveng Shareholders will be
        asked to consider and, if deemed fit, pass the resolutions contemplated in the Notice of the
        EGM.

        Salient dates pertaining to the EGM will be published in the notice of general meeting, which
        will be posted to shareholders on Friday, 18 December 2020 and are detailed below.



Record date to be entitled to receive the circular incorporating the            Friday, 4 December 2020
notice convening the General Meeting

Circular and notice of the General Meeting posted to shareholder               Friday, 18 December 2020
and announced on SENS

Last day to trade in order to be eligible to attend and vote at the General   Tuesday, 12 January 2021
Meeting

Last day and time to give notice to participate in the General Meeting        Friday, 15 January2021
electronically by 12:00 on

Record date to participate in and vote at the General Meeting                 Friday, 15 January 2021

Last day to lodge forms of proxy with the Transfer Secretaries to vote at     Monday, 18 January 2021
the General Meeting by 09:00 on

General Meeting of Shareholders to be held at 09:00 on                        Wednesday,    20   January
                                                                              2021

Results of General Meeting announced on SENS on                               Wednesday,    20   January
                                                                              2021

3.   Withdrawal of Cautionary Announcement

Following the publication of the Circular, shareholders are advised that they no longer need
to exercise caution in their dealings in Aveng shares.


                                                                                                   2
18 December 2020
Melrose Arch


JSE Sponsor
UBS South Africa Proprietary Limited

Edinah Mandizha
Company Secretary
Tel: 011 779 2800
Email: info@avenggroup.com




                                       3

Date: 18-12-2020 03:45:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.