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AVENG LIMITED - Disposal of infrastructure investment

Release Date: 02/12/2024 07:05
Code(s): AEG     PDF:  
Wrap Text
Disposal of infrastructure investment

AVENG LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1944/018119/06)
ISIN: ZAE000302618
SHARE CODE: AEG
("Aveng" or "the Group")


DISPOSAL OF INFRASTRUCTURE INVESTMENT


Disposal of 30% Infrastructure Investment in Dimopoint Proprietary Limited

1. Introduction
Aveng is pleased to announce that on 28 November 2024, it has entered into a sale of shares
agreement ("Agreement"), through its subsidiary, Aveng Africa Proprietary Limited ("Aveng Africa" or
the "Seller"), with Collins Property Group Limited (the "Purchaser" or "Collins"), for the sale of the shares
Aveng holds in the issued share capital of Dimopoint Proprietary Limited ("Dimopoint"), subject to
conditions precedent ("the Transaction"), with an effective date of 1 December 2024. Dimopoint is a
property holding and investment company.

Collins is a JSE listed property development and investment group with various beneficial shareholders,
a history spanning four generations over a period of more than 100 years and is predominantly a
commercial property development and investment company that owns and manages properties
throughout Africa and the United Kingdom.

Aveng disposed of its property portfolio to Dimopoint in 2015, with Group companies as the principal
tenants. At that time, Aveng retained a minority holding of 30% with Collins as the majority shareholder.
The investment in the property portfolio is being disposed of in line with the strategy to dispose of non-
core assets.

2. Salient terms of the Transaction
The Transaction has been affected through the sale of 30% of the issued shares ("Sale Shares") in
Dimopoint, to Collins.

The Transaction results in the termination of the head lease agreement between Aveng Africa and
Dimopoint, the settlement of rights and the release of all obligations and liabilities associated with the
head lease agreement. The Transaction will result in the derecognition of the remaining lease liabilities
and associated sub-lease receivables previously recognised by Aveng Africa. In addition, the ongoing
expenses and associated liabilities, including contingent liabilities, associated with the properties will
be extinguished. Moolmans has entered into a lease with Dimopoint for the property that it occupies on
substantially the same terms and conditions.

The purchase price payable for the Sale Shares of R96 million (A$8.1 million) will be settled in cash on
the closing date of the Transaction.

Following the completion of the Transaction, Collins will directly hold 100% of the shares in Dimopoint.

The Transaction is subject to standard warranties as are customary to a transaction of this nature which
are contained in the Agreements.

3. Closing Date
All conditions precedent have been met and the transaction is expected to close on 2 December 2024.

4. Fair Value of the assets and liabilities and profits associated to the Transaction
The fair value attributable to the Dimopoint investment at 30 June 2024 was R142 million (A$11.7
million). The fair value of the provisions and lease liabilities, net of corresponding lease receivables was
R130 million (A$10.7 million) at 30 June 2024.

The Transaction is cash accretive by R96 million (A$8.1 million) and will improve earnings before tax
by approximately R82 million (A$7.0 million).

The dividends received from the Dimopoint investment for the year ending 30 June 2024 was R31
million (A$2.5 million).

The termination of non-core leases is expected to result in a modest future cost saving.

The proceeds from the sale will be used to strengthen the financial position of Aveng and will contribute
to the execution of the strategy, as announced on 20 August 2024, by adding to the liquidity and
earnings for shareholders, whilst allowing management to focus on delivering its strategy of improving
shareholder value through increased focus on its operating brands of McConnell Dowell, Built Environs
and Moolmans.

The above information has been extracted from the audited consolidated financial statements of Aveng
Limited for the year ended 30 June 2024.

This financial information has not been reviewed or reported on by Aveng's external auditors.

6. Categorisation
The Transaction is categorised as a Category 2 transaction in terms of the JSE Listings Requirements
and accordingly no shareholder approval is required.


Boksburg, South Africa
2 December 2024

JSE Sponsor
Valeo Capital (Pty) Ltd

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

Date: 02-12-2024 07:05:00
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