Shareholders are referred to the announcement released on SENS on Thursday 26 April 2018 ('Capital Markets Transaction Announcement'), in which Aveng announced its intention to early redeem the R2 billion, 7.25% senior unsecured convertible registered bonds due 24 July 2019 still in issue (the 'Existing Convertible Bonds') partly in cash and partly through the issue of new Aveng shares ('Early Bond Redemption'). In the capital markets transaction announcement, Aveng also announced its intention to launch a fully renounceable rights offer to qualifying shareholders (the 'Proposed Rights Offer') with the intention to raise cash to fund internal capital requirements ('Retained Cash') and, to the extent that excess cash is raised, to fund the cash portion of the early bond redemption. To the extent that the proceeds of the proposed rights offer are insufficient to early redeem all of the existing convertible bonds in cash, it was (and remains) Aveng's intention to settle the balance of the early bond redemption through the issue of new Aveng shares ('Aveng Shares') to the existing convertible bondholders ('Existing Convertible Bondholders') or through a combination of new Aveng shares and a new debt instrument. The early bond redemption and the proposed rights offer are collectively referred to as the 'Capital Markets Transaction'.

Shareholders are advised that subsequent to the announcement of the capital markets transaction, following consultation with Aveng shareholders and bondholders, the boards of directors for Aveng and Murray & Roberts reached in principle agreement regarding the proposed terms of a potential combination of Aveng and Murray & Roberts ('M&R Transaction'). Shareholders are referred to the announcement released today by Murray & Roberts regarding the M&R transaction.

Shareholders are advised that no formal offer has yet been made by Murray & Roberts. The making of a formal offer by Murray & Roberts is subject to the fulfillment and/or waiver of a number of pre-conditions. There is no certainty at this stage that the M&R transaction will be completed.

Aveng intends to proceed with the capital markets transaction and wishes to provide shareholders with additional, updated information in relation to the capital markets transaction as set out in paragraph 3 below. However, in light of the M&R transaction, Aveng proposes to raise up to R500 million through the proposed rights offer in order to fund the Retained Cash and detail of which is contained in paragraph 3.2. Murray & Roberts has indicated that it is supportive of Aveng proceeding to implement the proposed rights offer, irrespective of whether the M&R transaction proceeds or not. Aveng has had initial engagement with its stakeholders, including shareholders, bondholders and bank funders, on the M&R transaction as well as the capital markets transaction.

Pre-conditions to making a formal offer

The making of a formal offer by Murray & Roberts to Aveng is subject to the satisfactory fulfilment or waiver of the following pre-conditions:

*Murray & Roberts shareholder approval in terms of section 126 of the Companies Act, as a consequence of receipt by Murray & Roberts of an offer from ATON Gmbh ('ATON') to acquire all or a portion of the issued shares in Murray & Roberts that it does not already own. ATON currently holds c.40% of the issued shares in Murray & Roberts;

*approval from the TRP in terms of section 126 of the Companies Act;

*satisfactory completion of reciprocal confirmatory due diligence by Murray & Roberts and Aveng;

*completion of the proposed rights offer in accordance with its terms;

*satisfactory terms of the Scheme confirmed; and

*execution of final financing agreements in relation to the New Facilities.

Firm offer

The potential share offer and M&R early bond redemption are inter-conditional. As detailed in 2.1, the final proposed transaction value and accordingly the implied final offer price per Aveng share will be determined following the satisfactory completion of the confirmatory due diligence and the completion of the proposed rights offer. Murray & Roberts intends to submit a firm offer post completion of the proposed rights offer, subsequent to which a firm intention announcement will be made by Aveng. The firm offer will be subject to the suspensive conditions as set out in 2.5 below.

Suspensive conditions to the M&R transaction

The M&R transaction will be subject to the timeous fulfilment of the following suspensive conditions:

*a special resolution of the Aveng shareholders approving the Scheme;

*Murray & Roberts shareholders approving the Category 1 transaction, in terms of the Listings Requirements and placing sufficient ordinary shares under the control of the directors of Murray & Roberts;

*the approval of existing convertible bondholders to amend the terms and conditions of the existing convertible bonds to facilitate the early redemption of the existing convertible bonds and to approve the terms of the redemption;

*approval of competition authorities in South Africa, Australia, New Zealand and certain other jurisdictions as required; and

*any other necessary statutory and/or regulatory and/or third party approval(s).

Other terms

In the event that (i) the firm intention letter is not received; or (ii) the circular to Murray & Roberts shareholders in respect of the Category 1 transaction is not posted in time for the general meeting to vote on the Category 1 transaction by 30 August 2018 or such later date as agreed between the parties, Aveng shall be entitled, at its sole discretion, to terminate the M&R transaction and any further negotiations between the parties.

Capital markets transaction

Shareholders are referred to the capital markets transaction announcement as well as the circular to Aveng shareholders posted on Monday, 30 April 2018.

*General meeting of Aveng shareholders to pass the requisite resolutions to implement the proposed rights offer to be held on Tuesday, 29 May 2018, as detailed in the circular posted to shareholders on Monday, 30 April 2018;

*The terms of the proposed rights offer will be finalised shortly after the receipt of the shareholder approvals referred to above;

*Murray & Roberts intend to make a firm offer after the completion of the proposed rights offer;

*Murray & Roberts will post the circular in relation to the Category 1 transaction, including notice of general meeting after making the firm offer;

*Aveng shareholder meeting to approve the Scheme to be held in mid-August 2018; and

*Murray & Roberts shareholder meeting to approve the Category 1 transaction, in terms of the JSE Listings Requirements to be held by no later than 30 August 2018 or such later date as agreed between Aveng and Murray & Roberts.

To the extent the M&R transaction is not successful, Aveng will announce further details with respect to the timing of the early bond redemption at such time.

Guidance for Aveng shareholders, cautionary announcement and renewal of cautionary announcement

The boards of directors of Murray & Roberts and Aveng have agreed to enter into formal negotiations with regards to the M&R transaction which negotiations, if successfully concluded, may have a material effect on the price of both companies' securities. Accordingly, shareholders of Aveng are advised to exercise caution when dealing in their securities until further details pertaining to the M&R transaction are announced. Furthermore, the capital markets transaction is still ongoing and accordingly shareholders of Aveng are advised to continue exercising caution when dealing in their securities until further details pertaining to the Capital markets transaction are announced.

Responsibility statement

The boards of directors of Aveng accept responsibility for the information contained in this announcement and certify that, to the best of their knowledge and belief, the information contained in this announcement is true and nothing has been omitted which is likely to affect the importance of the information.

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Aveng Ltd. published this content on 18 May 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 May 2018 09:18:03 UTC