| Tue 18 Jan 2005, 9:19 | | Aveng announces ZAR1.0 billion guaranteed convert |
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Aveng Limited- Aveng announces ZAR1.0 billion guaranteed convertible bonds issue
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO US, CANADIAN, AUSTRALIAN OR
JAPANESE PERSONS
Aveng Limited
Incorporated in the Republic of South Africa
(Registration number 1944/018119/06)
Share Code: AEG
ISIN: ZAE000018081
Bond Offering
Aveng Limited (`Aveng` or the `Company`) today announces that it has launched an
offering of ZAR1 billion (equivalent to approximately US$165 million) of
guaranteed convertible Bonds due 2012 (the `Bonds`).
The proceeds of the offering will be used primarily to refinance Aveng`s
existing South African Rand bank debt, allowing the Company to benefit from the
attractive financing opportunities currently available in the convertible bond
market.
The Bonds will carry a coupon of 6.125% per annum. The conversion price will be
ZAR15.27, a premium of 22% to the closing price of Aveng`s ordinary shares on
the JSE Securities Exchange South Africa yesterday. The Bonds will be issued at
par and will be redeemable at par. The Bonds will be convertible initially, into
an amount of cash calculated with reference to the Aveng share price and
subsequently, subject to obtaining shareholder approval, into fully paid
ordinary shares of Aveng. Aveng intends to seek shareholder approval to issue
shares on conversion of the Bonds at the Company`s next AGM which is expected to
be on 28 October 2005.
Settlement is expected on or about 17 March 2005. Application will be made for
the Bonds to be admitted to the Official List of the UK Listing Authority and to
the London Stock Exchange plc`s market for listed securities.
J.P. Morgan Securities Ltd. (the `Manager`) is acting as the sole bookrunner of
the issue.
The Bonds will be offered outside the United States in compliance with
Regulation S of the US Securities Act of 1933.
For further information please contact:
Carl Grim Aveng Limited M: +27 82 903 8346
Dennis Gammie Aveng Limited M: +27 82 828 0044
Ian Hannam JPMorgan T: +44 207 325 1168
Eric Von Glehn JPMorgan T: +27 11 507 0400
Sponsor: JP Morgan
ANY INVESTMENT DECISION IN RESPECT OF THE BONDS SHOULD BE BASED ON THE OFFERING
CIRCULAR TO BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERAL PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE BOND OFFERING. THE BONDS ARE NOT AND WILL NOT BE
OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST IN SECURITIES IN THE CONDUCT
OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIES INTERMEDIARIES
(INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES, PENSION FUNDS, OTHER
INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH AS AN ANCILLARY
ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM, THE PROMOTION
OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (`FSMA`). THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN
INVITATION OR INDUCEMENT TO PARTICIPATE IN THE BOND OFFERING, IS DIRECTED
EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS
AMENDED) (`THE ORDER`) OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d)
(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C)
OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF
FSMA (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS `RELEVANT PERSONS`). THIS
ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO
PARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO
ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.
STABILISATION / FSA
JPMORGAN IS ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE OFFER
OF THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS, OR FOR PROVIDING ADVICE IN
RELATION TO THE PROPOSED OFFER.
NEITHER THE BONDS NOR THE UNDERLYING SHARES HAVE BEEN, NOR WILL BE, REGISTERED
UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE `US SECURITIES ACT`) AND
NEITHER THE BONDS NOR THE UNDERLYING SHARES MAY BE OFFERED OR SOLD WITHIN THE
UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. THERE WILL BE NO PUBLIC
OFFER OF THE BONDS IN THE UNITED STATES. THIS COMMUNICATION DOES NOT CONSTITUTE
AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, AUSTRALIA OR
JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT IS FOR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR INTO CANADA, AUSTRALIA
OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF US, CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS.
REG S RESTRICTIONS APPLY, NO OFFER INTO THE US.
Date: 18/01/2005 08:47:08 AM
Produced by the JSE SENS Department
