Aveng announced today that it has launched an offering of ZAR1 billion (equivalent to approximately US$165 million)

Aveng announced today that it has launched an offering of ZAR1 billion (equivalent to approximately US$165 million) of guaranteed convertible Bonds due 2012

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
 

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.

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