AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration Number 1924/002590/06)

Tax reference number: 9000008608

Share code: AFE ISIN: ZAE000000220

Hybrid code: AFEP ISIN: ZAE000000238

Bond company code: AECI

LEI: 3789008641 F1D3D90E85

(AECI or the Company or the Group)

 

Resignation of the Chief Financial Officer and changes to the Board of Directors ("Board")

 

In line with paragraph 3.59 of the JSE Limited ("JSE") Listings Requirements and paragraph 6.42 of the JSE Debt & Specialist Securities Listings Requirements, shareholders and noteholders are hereby informed that Ms. Rochelle Gabriels is stepping down as Chief Financial Officer ("CFO") and Executive Director of AECI with effect from 31 December 2024, on mutually agreed terms.

 

To ensure a seamless transition of executive authority, Mr. Ian Kramer, currently Senior Finance Advisor to the Company, has been appointed as the acting CFO of AECI, from 31 December 2024, for a period of six months. Ms. Gabriels has committed to facilitating a structured and smooth handover process and will remain available to support and assist the acting CFO during the transitional period.

 

Dr. Khotso Mokhele, Chairman of AECI, said: "On behalf of the Board, I wish to thank Rochelle for her service during a challenging and transformational year for the Company and recognise the impact she has made on the Group. We appreciate her continued support, to ensure a smooth handover and wish her all the best in the future."

 

"The appointment of Ian Kramer as the acting CFO ensures stability and continuity for the Group. Ian is a highly accomplished finance executive with global experience in finance, auditing and business leadership, and his extensive expertise in the mining industry will serve as an additional asset to the Group. He is well placed to lead the finance team and to continue its work delivering on the Company's growth strategy".

 

Ian Kramer is a Chartered Accountant CA (SA) and holds a B.Com (Honours) Accountancy degree from the University of Pretoria. His expertise spans financial reporting, tax, risk management, IT, and treasury functions. Most recently, Ian served as Senior Vice President: Group Finance and Interim CFO at AngloGold Ashanti plc, where he led and supported a number of significant projects, including corporate restructures, external reporting optimisation and major bond issuances.

 

The process of identifying suitable candidates for the appointment of a permanent CFO and Executive Director has commenced, and shareholders and noteholders will be advised of this appointment in due course.

 

Woodmead, Sandton

 

23 December 2024

 

Equity Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

Debt Sponsor: Questco Proprietary Limited

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1924/002590/06)

Share code: AFE ISIN: ZAE000000220

Hybrid code: AFEP ISIN: ZAE000000238

Bond company code: AECI

LEI: 3789008641F1D3D90E85

(AECI or the Group)

 

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

 

In compliance with paragraph 3.59 of the JSE Limited (JSE) Listings Requirements and paragraph 6.42 of the JSE Debt and Specialist Securities Listings Requirements, AECI is pleased to announce the appointments of Mr. July Ndlovu and Mr. Billy Mawasha as independent non-executive directors to the Board of directors of AECI, with effect from 1 January 2025.

 

"The addition of Mr. Ndlovu and Mr. Mawasha to the Board of AECI is an exciting achievement that both strengthens our governance and further diversifies the directorship. Their invaluable leadership experience and deep knowledge of the mining industry will contribute significantly towards enabling the Group's sustainable growth" - said Dr Khotso Mokhele, Board Chair.

 

Mr. Ndlovu's career spans over 30 years in mining operations, culminating in his appointment as Chief Executive Officer of Thungela Resources Limited. He has been an executive in mining since 2007, overseeing a variety of commodities across various markets. He brings extensive experience in mining operations, large scale projects and mergers & acquisitions in Southern Africa, as well as in Australia. He is known for his integrity and visionary approach and is highly respected for his ability to drive growth while maintaining a strong commitment to safety and operational excellence. Mr. Ndlovu currently serves as Board Chair of Futurecoal. His academic credentials include a Master's Degree in Business Leadership from the University of South Africa and a BSc in Metallurgical Engineering from the University of Zimbabwe. He has previously held senior positions at leading organisations, including Anglo American plc, Bindura Nickel Corporation, Zimasco and Zimbabwe Alloys. He also served as Board Chair of Unki Platinum Mine.

 

Mr. Mawasha has extensive leadership experience in the South African mining industry, having held various executive leadership positions in De Beers, AngloGold Ashanti Limited and Kumba Iron Ore Limited. He was Country Head of Rio Tinto, South Africa, and Managing Director of Richards Bay Minerals. Mr. Mawasha holds a BSc, Electrical Engineering, from the University of Cape Town and brings a wealth of experience in driving growth, innovation, operations, risk management, investments and project delivery. He is the founder and Chief Executive Officer of Kolobe Nala Investment Company and a non-executive director of Exxaro Resources Limited, Impala Platinum Limited and Metair Investments Limited.

 

The AECI board is pleased to welcome both Mr. Ndlovu and Mr. Mawasha and looks forward to their contributions.

 

These appointments were made in accordance with AECI's Board Nomination, Composition and Diversity policy.

 

 

Woodmead, Sandton

 

18 December 2024

 

Equity Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

Debt Sponsor: Questco Proprietary Limited

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI or the Issuer)

 

AVAILABILITY OF AMENDED DOMESTIC MEDIUM TERM NOTE PROGRAMME (the "Programme") IN TERMS OF WHICH THE PROGRAMME MEMORANDUM (the "Programme Memorandum"), INFORMATION STATEMENT (the "Information Statement") AND APPLICABLE PRICING SUPPLEMENTS RELATING TO THE AECI05 AND AECI06 NOTES (the "Amended Applicable Pricing Supplements") ARE AMENDED AND RESTATED

 

Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in Consent Notice (as defined below).

 

AECI established a R5 billion Domestic Medium Term Note Programme pursuant to a programme memorandum dated 25 November 2015, as amended and restated by the amended and restated programme memoranda dated 4 September 2018 and 4 September 2023, respectively (collectively, the "Previous Programme Memoranda").

 

Noteholders are hereby advised that AECI has amended and restated the Previous Programme Memoranda pursuant to the amended and restated programme memorandum dated 12 December 2024 ("Programme Date") and approval in respect thereof has been obtained from the JSE Limited.

 

Noteholders are referred to the notice of request for written consent released by AECI on SENS on 4 November 2024 (the "Consent Notice"), in which Extraordinary Resolutions were proposed, and to the announcement released on SENS on 3 December 2024 advising Noteholders that the requisite majorities were obtained and that both resolutions had been passed.

 

Noteholders are further advised that a copy of the amended and restated Programme Memorandum, Information Statement and each of the Amended Applicable Pricing Supplements in respect of the Notes, are available on the Issuer's website at https://investor.aeciworld.com/debt-investors.php and available for inspection at AECI's registered office.

 

A summary of the changes effected in the amended and restated Programme Memorandum is provided below:

 

Removal of Much Asphalt Proprietary Limited as guarantor under the Programme; and Alignment of the Programme with the latest applicable laws and regulations.

 

The Programme Memorandum, read together with the Information Statement and the Amended Applicable Pricing Supplements, will apply to all Notes issued under the Programme on or after the Programme Date and will, in respect of such Notes, supersede and replace the Previous Programme Memoranda in their entirety.

 

13 December 2024  

 

Debt sponsor

Questco Proprietary Limited

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI)

 

 

INTEREST PAYMENT NOTIFICATIONS

 

Noteholders are advised of the following interest payments due on 11 December 2024:

 

Bond code: AECI05

ISIN: ZAG000199258

Coupon: 9.673%

Interest amount due: R12 902 191.92

 

Bond code: AECI06

ISIN: ZAG000199266

Coupon: 9.783%

Interest amount due: R11 341 579.32

 

Interest period:  11 September 2024 to 10 December 2024

Payment date: 11 December 2024

Date convention: Following business day

 

 

 

6 December 2024

 

Debt sponsor

Questco Proprietary Limited

 

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI or the Issuer)

 

NOTIFICATION OF THE VOTING RESULTS IN RESPECT OF THE REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

 

Unless otherwise defined herein, capitalised terms shall have the same meaning as set forth in Consent Notice (as defined below).

Noteholders are referred to the notice of request for written consent released by AECI on SENS on 4 November 2024 (the "Consent Notice"), in which the Extraordinary Resolutions set out below were proposed:

Extraordinary Resolution No. 1:

"That the Noteholders of all Notes Outstanding consent to unconditional release and discharge of Much Asphalt, as Original Guarantor, from its obligations under the Terms and Conditions and the Noteholders Guarantee."

Extraordinary Resolution No. 2:

"That, subject to the passing of Extraordinary Resolution No. 1 above, the Noteholders of all Notes Outstanding consent to:

2.1.1                        the Issuer amending and restating the Terms and Conditions, as contained in the Programme Memorandum and the Noteholders Guarantee to give effect to the unconditional release and discharge of Much Asphalt, as an Original Guarantor;

2.1.2                        subject to the passing of Extraordinary Resolution No. 2 above, any consequential changes to the Applicable Pricing Supplements of all Notes Outstanding, to give effect to the release and discharge of Much Asphalt as Original Guarantor."

In this regard, AECI confirms the voting results from the Consent Notice in relation to the total nominal amount of those classes of debt securities that were affected by the amendments are as follows:

 

AECI05

Extraordinary Resolution

Total value of Notes outstanding (R)

Debt securities voted as a Rand value (R)

Debt securities voted (%)

Votes for the resolution* (%)

Votes against the resolution (%)

Votes abstained (%)

No. 1

535 000 000

495 500 000

92.62

92.62

0.00

0.00

No. 2

535 000 000

495 500 000

92.62

92.62

0.00

0.00

 

AECI06

Extraordinary Resolution

Total value of Notes outstanding (R)

Debt securities voted as a Rand value (R)

Debt securities voted (%)

Votes for the resolution* (%)

Votes against the resolution (%)

Votes abstained (%)

No. 1

465 000 000                                                          

414 630 000

89.17

89.17

0.00

0.00

No. 2

465 000 000                                                                      

414 630 000

89.17

89.17

0.00

0.00

 

* In relation to the total number of debt securities voted in terms of the Consent Notice.

Following the above voting results, the requisite majorities were obtained and both resolutions have been passed.

 

3 December 2024  

Debt sponsor

Questco Proprietary Limited

 

 

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa) (Registration Number 1924/002590/06)

Tax reference number: 9000008608 Share code: AFE ISIN: ZAE000000220 Hybrid code: AFEP ISIN: ZAE000000238

Bond company code: AECI LEI: 3789008641 F1D3D90E85

(AECI or the Company or the Group)

 

VOLUNTARY UPDATE FOR THE TEN MONTHS ENDED 31 OCTOBER 2024

 

2024, a year of transition for AECI

 

Since announcing our case for change and our strategy on 6 November 2023, we have made substantial progress in executing our strategy, and we have achieved key strategic milestones, which include:

·        the implementation of our new operating model;

·        the establishment of a new executive leadership team that is driving our transformation in line with the roll-out of the new operating model;

·        the rolling out of our leadership compact, culture code and desired behaviours designed to foster a high­ performance culture;

·        progressing portfolio optimisation through the signing of sale agreements for AECI Animal Health and AECI Much Asphalt;

·        delivering our 2024 R800 million EBITDA run rate;

·        stabilising the Group's ammonia supply in line with our drive for operational and functional excellence;

·        increasing investment in maintenance of our existing asset base; and

·        delivering on our globalisation strategy by increasing our mining explosives sales volumes in Central Africa and Asia Pacific following the fulfilment of new Asia Pacific and Rest of Africa contracts.

The achievement of these key strategic milestones positions us well to continue driving operational efficiencies, boosting profitability in the short to medium term and laying a solid foundation for sustainable long-term growth.

 

Statement from the Group CEO

 

"This year has been a transformative journey for AECI, marked by significant progress in executing our strategy and reshaping the organisation to meet evolving market demands. These changes have strengthened our management structure and team, improved efficiencies, and positioned us well to achieve our strategic ambitions.

 

While the Group faced challenges in the Mining segment, including declining domestic volumes and ammonia prices. Our international contracts in Asia-Pacific have helped mitigate these pressures.

 

With the value delivery from our strategic initiatives on track and a clear vision for the future, I am confident in our ability to deliver lasting value and to seize new opportunities."

 

RESULTS FOR THE 10 MONTHS ENDED 31 OCTOBER 2024

 

Safety

 

As of 31 October 2024, the Group's Total Recordable Incident Rate (TRIR) improved to 0.31, down from

0.35 in 31 December 2023. As we

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration Number 1924/002590/06)

Tax reference number: 9000008608

Share code: AFEP

ISIN: ZAE000000238

Bond company code: AECI

LEI: 3789008641F1D3D90E85

(AECI or the Company)

 

DECLARATION OF CUMULATIVE 5.5 PER CENT PREFERENCE SHARE DIVIDEND NO. 173

 

Notice is hereby given that on Tuesday, 19 November 2024, the Directors of AECI declared a gross cash dividend, at the rate of 5.5 per cent per annum (equivalent to 2,75 pence sterling), for the six months ending Friday, 13 December 2024. The dividend is payable on Friday, 13 December 2024 to holders of preference shares recorded in the register of the Company at the close of business on the record date for receipt of the cash dividend, being, Friday, 6 December 2024.

 

The last day to trade `cum' dividend will be Tuesday, 3 December 2024 and shares will commence trading `ex-dividend' as from the commencement of business on Wednesday, 4 December 2024.

 

The dividend is declared in pound sterling and payment will be made from the offices of the Transfer Secretaries in South Africa and the United Kingdom on Friday, 13 December 2024. Dividends payable from South Africa will be paid in South African currency at the rate of 62.57650 ZAR cents per share (gross dividend) in accordance with the exchange rate ruling on Tuesday, 19 November 2024 (1-pound sterling = ZAR 22.75509).

 

A South African dividend withholding tax of 20% will be applicable to all shareholders who are not either exempt or entitled to a reduction of the withholding tax rate in terms of a relevant Double Taxation Agreement resulting in a net dividend of 50.06120 ZAR cents per share payable to those shareholders who are not eligible for exemption or reduction. Application forms for exemption or reduction may be obtained from the Transfer Secretaries on

Tel. +27 11 370 5000 or by email #ZACSJHBDividendTaxQ@Computershare.co.za and must be returned to them on or before Tuesday, 3 December 2024.

 

Dividends payable from the United Kingdom office will be subject to such tax deductions as are prescribed by United Kingdom legislation unless a certificate exempting the shareholder concerned from such tax deduction is received before Tuesday, 3 December 2024.

 

The issued share capital of the Company at the declaration date is 105,517,780 listed ordinary shares and 3 000 000 listed cumulative preference shares. The dividend has been declared from the income reserves of the Company (and has therefore not been declared as a reduction in the Company's contributed tax capital).

 

Any change of address or dividend instruction must be received on or before Tuesday, 3 December 2024.

 

Share certificates may not be dematerialised or rematerialised between Wednesday, 4 December 2024 and Friday, 6 December 2024, both days inclusive.

 

By order of the Board

 

C Singh

Group Company Secretary

Woodmead, Sandton

19 November 2024

 

Transfer Secretaries

Computershare Investor Services Proprietary Limited

Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196

 

and

 

Computershare Investor Services PLC

PO Box 82

The Pavilions

Bridgwater Road

Bristol BS99 7NH

England

 

Registered office

1st Floor, AECI Place

24 The Woodlands

Woodlands Drive

Woodmead

Sandton

 

Equity sponsor

Rand Merchant Bank (a division of FirstRand Bank Limited)

 

Debt sponsor

Questco Proprietary Limited

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI or the Issuer)

 

NOTICE TO NOTEHOLDERS RELATING TO CONSENT REQUIRED FOR THE REMOVAL OF MUCH ASPHALT PROPRIETARY LIMITED AS ORIGINAL GUARANTOR FROM THE OBLIGATIONS UNDER THE PROGRAMME AND CONSEQUENTIAL AMENDMENTS TO TERMS AND CONDITIONS AND RELATED PROGRAMME DOCUMENTS OF THE AECI’S DOMESTIC MEDIUM TERM NOTE PROGRAMME AND APPLICABLE PRICING SUPPLEMENTS RELATING TO THE AECI05 AND AECI06 NOTES

This notice is delivered by the Issuer (this Notice) to the holders of Notes (the Noteholders) issued under the Issuer’s ZAR5,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the section headed “Terms and Conditions of the Notes” (the Terms and Conditions) in the programme memorandum dated 4 September 2023, as amended and restated from time to time (the Programme Memorandum), in accordance with Condition 20 (Notices) of the Terms and Conditions for the purposes of giving notice to the Noteholders of the release and discharge of Much Asphalt Proprietary Limited (Much Asphalt), as original guarantor, from its obligations under the Programme. In this regard, noteholders are referred to the announcement released on SENS by AECI on 4 November 2024 relating to the disposal of Much Asphalt. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions. Senior Notes Outstanding                     The Issuer has the following notes in issue:                         ZAR535,000,000 Senior Floating Rate Notes due 11 September 2026 with stock code AECI05 (the AECI05 Notes);                         ZAR465,000,000 Senior Floating Rate Notes due 11 September 2028 with stock code AECI06 (the AECI06 Notes);

(AECI05 Notes and AECI06 Notes, collectively, the Notes).

The request for written consent set out herein relates to the release of Much Asphalt, as Original Guarantor, from the obligations under (i) the Terms and Conditions and (ii) the guarantee in favour of the Noteholders, dated 4 September 2023 (the Noteholders Guarantee). The Issuer seeks the Noteholders’ written consent in accordance with Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions to pass the following written Extraordinary Resolutions:  Extraordinary Resolution No. 1:

“That the Noteholders of all Notes Outstanding consent to unconditional release and discharge of Much Asphalt, as Original Guarantor, from its obligations under the Terms and Conditions and the Noteholders Guarantee.”

Extraordinary Resolution No. 2:

“That, subject to the passing of Extraordinary Resolution No. 1 above, the Noteholders of all Notes Outstanding consent to:

7.1.1                        the Issuer amending and restating the Terms and Conditions, as contained in the Programme Memorandum and the Noteholders Guarantee to give effect to the unconditional release and discharge of Much Asphalt, as an Original Guarantor;

7.1.2                        subject to the passing of Extraordinary Resolution No. 2 above, any consequential changes to the Applicable Pricing Supplements of all Notes Outstanding, to give effect to the release and discharge of Much Asphalt as Original Guarantor.”

A copy of the amended and restated Programme Memorandum and each of the amended and restated Applicable Pricing Supplements in respect of the Notes, marked-up against the previous Programme Memorandum and Applicable Pricing Supplements, to reflect the proposed changes, is available on the Issuer’s website at https://investor.aeciworld.com/debt-investors.php. The Noteholders are requested to provide their written consent to the abovementioned proposals by voting in relation to the written Extraordinary Resolutions specified in the Consent Notice annexed hereto as Annexure B and delivering same to the registered office of the relevant Participant that provided the Noteholder with the Consent Notice, and providing a copy thereof to the Issuer, for the attention Mr. Trevor Starke, at Trevor.Starke@aeciworld.com by no later than 12h00 on 2 December 2024 in accordance with the terms and conditions of Annexure B. The relevant Participant will then notify Strate Proprietary Limited (Strate) at Strate-CDAdmin@strate.co.za of the total number of Consent Notices received, containing votes both in favour and not in favour of the proposed written Extraordinary Resolutions and any abstentions. This Notice is being delivered to Strate in accordance with Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 20 (Notices) of the Terms and Conditions. The record date to be recorded in the Register to receive this Consent Request is 1 November 2024.

4 November 2024  

Debt sponsor

Questco Proprietary Limited

ANNEXURE B

For completion by Noteholders in terms of Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions.

CONSENT NOTICE

We refer to the Notice of request for written consent of Noteholders dated on or about 4 November 2024 and provided in accordance with Condition 22 (Meetings of Noteholders / Consent Process) of the Terms and Conditions as read with Condition 20 (Notices) of the Terms and Conditions (the Consent Request).

 

Defined terms used in this Consent Notice (the Consent Notice) shall have the meanings given to them in the Consent Request unless otherwise indicated.

 

I/We                                                                    being a holder/holders of Notes issued by the Issuer under the Programme hereby confirm:

 

I/We currently hold [insert Nominal Amount of Notes held] with Stock Code [AECI05]/[AECI06] We acknowledge receipt of the Consent Request, in which the Issuer seeks the written consent of Noteholders to, inter alia, authorise the release and discharge of Much Asphalt from the Terms and Conditions and Noteholders Guarantee for purposes of disposing of Much Asphalt, as Original Guarantor, as specified in the Consent Request. We hereby confirm our vote in respect of the Extraordinary Resolutions proposed by marking the relevant Colum “For”, “Against” or “Abstain” below:

 

FOR

AGAINST

ABSTAIN

Extraordinary Resolution No. 1

 

 

 

Extraordinary Resolution No. 2

 

 

 

 

 

SIGNED at _________________ on this the _________ day of ____________ 2024.

 

For and on behalf of

[INSERT NOTEHOLDER]

 

_________________________________

Name:

Capacity: Authorised signatory

Who warrants his/her authority hereto

_________________________________

Name:

Capacity: Authorised signatory

Who warrants his/her authority hereto

 

NOTES

This Consent Notice must be lodged with the relevant Participant of each Noteholder (that provided said Noteholder with the Consent Notice), as follows:

in respect of the relevant Participant, either the original form may be lodged at the registered address of such Participant, or a copy of the form may be emailed to such Participant (with the original to follow shortly thereafter); on receipt of this Consent Notice, the relevant Participant must then notify Strate of the total number of Consent Notices received, both in favour and not in favour of the proposed resolutions and any abstentions by email to Strate for the attention of Mr Yusuf Basha by e-mail to YusufB@strate.co.za copying Strate-CDAdmin@strate.co.za by no later than 12:00 on 2 December 2024; and a copy of the form must be emailed to the Issuer, for attention of Mr. Trevor Starke at Trevor.Starke@aeciworld.com , by no later than 12:00 on 2 December 2024.

 

 

 

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Share code: AFE ISIN: ZAE000000220

Hybrid code: AFEP ISIN: ZAE000000238

Bond company code: AECI

LEI: 3789008641F1D3D90E85

("AECI" or the "Company")

 

SALE OF MUCH ASPHALT PROPRIETARY LIMITED

 

INTRODUCTION

 

Shareholders and noteholders are advised that AECI, has entered into a Share Purchase Agreement (the  "Agreement") with Old Mutual Private Equity, acting through OMPE VI GP Proprietary Limited ("OMPE"), and Sphere Investments Proprietary Limited ("Sphere") (together the "Consortium") ("the Purchasers"), to dispose of 100% of its shareholding in its wholly-owned subsidiary Much Asphalt Proprietary Limited ("Much Asphalt") for an estimated consideration of R1 100 million, subject to adjustments as detailed in paragraph 4.3 below (the "Consideration" or "Proceeds") (the "Transaction").

 

The Consortium's beneficial owners are OMPE and Sphere. The Consortium members are not 'related parties' in relation to AECI, as defined in the JSE Listings Requirements.

 

 

OVERVIEW OF MUCH ASPHALT

 

Much Asphalt is South Africa's leading independent manufacturer and supplier of bituminous products. The company manufactures and delivers premium-grade products to customers for use in infrastructure such as roads, airport runways, and private use, including hot and cold asphalt products, bituminous road binders, emulsions, primers, pre-coats and modified binders.

 

RATIONALE FOR THE TRANSACTION

 

In alignment with AECI's strategy and optimising its portfolio to create a platform for growth, AECI is focusing on its AECI Mining and AECI Chemicals businesses and divesting from businesses with limited synergies with the chosen core businesses.

 

This strategic shift aims to streamline operations, enhance efficiency, and leverage in-house expertise, by concentrating efforts on areas where AECI has a competitive advantage and strong market potential. AECI will be positioned for sustainable growth and improved performance.

 

 

KEY TERMS OF THE TRANSACTION

 

4.1.       Suspensive conditions

The Transaction is subject to the fulfilment of certain suspensive conditions by no later than 30 June 2025 (or such other date as may be agreed by the parties in writing), including:

the parties obtaining (where applicable) the necessary approval by the competition authorities; AECI procuring and delivering to the Purchaser the consents from the noteholders of the notes issued under AECI's Domestic Medium Term Note Programme (the "AECI DMTN Programme") for the release of Much Asphalt as original guarantor from its obligations under the AECI DMTN Programme; Much Asphalt delivering to the Consortium: a letter regarding the release from the relevant guarantees; written consents regarding the Transaction in respect of the relevant facilities; AECI delivering to the Consortium written consent from the relevant facility agent regarding the Transaction; and The conclusion of a restructuring agreement between AECI Mozambique and Much Asphalt Mozambique with respect to Much Asphalt's operations in Mozambique.

 

4.2.       Closing Date

The Transaction will be effective on the later of (i) the 11th business day following the date on which the last of the suspensive conditions are fulfilled or waived, as applicable (the "Fulfilment Date") or (ii) the 11th business day following the date on which the "locked-box" date accounts are finalised, with either of these dates being the "Closing Date". Shareholders and noteholders will be informed once all of the remaining suspensive conditions have been fulfilled and the anticipated implementation date of the Transaction.

 

 

4.3.       Consideration

The Consideration has been structured as a "locked-box" structure with an effective date of 31 December 2024 (the "Locked-Box Date").  The "locked-box" component is subject to ordinary course leakage provisions and the net Consideration payable will not exceed           R1 500 million.

 

4.4.       Use of Proceeds

The Proceeds will be deployed in line with AECI's capital allocation framework.

 

4.5         Warranties and other significant terms of the Agreement

The Agreement provides for customary warranties, indemnities, events of default, interim period and other undertakings that are normal for a transaction of this nature including a right of either (i) the Purchasers to terminate the Agreement in the event that a material adverse change has occurred at any time prior to the Closing Date, or (ii) AECI to terminate in the event that a material adverse change has occurred at any time prior to the Locked Box Date.

 

 

FINANCIAL INFORMATION

 

5.1         Net value of assets disposed

The value of the net assets of Much Asphalt (deemed to be the value of the business assets less business liabilities to be disposed of) as at 31 December 2023 was R1 592 million.

 

5.2         Earnings after tax

Earnings after tax for the year ended 31 December 2023 attributable to Much Asphalt was R74 million.

 

The financial information has been extracted from the most recent published audited annual financial statements for the year ended 31 December 2023, which were prepared in terms of International Financial Reporting Standards.

 

 

CLASSIFICATION OF THE TRANSACTION

 

The Transaction constitutes a category 2 transaction in terms of the JSE Listings Requirements and does not require AECI shareholder approval.

 

 

Woodmead, Sandton

 

4 November 2024

 

Financial Adviser to AECI

Investec Bank Limited

 

Legal Adviser to AECI

Edward Nathan Sonnenbergs Incorporated

 

Legal Adviser to the Consortium

Cliffe Dekker Hofmeyr Incorporated

 

Equity Sponsor

Rand Merchant Bank (a division of FirstRand Bank Limited)

 

Debt Sponsor

Questco Proprietary Limited

 

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

Bond code: AECI05 ISIN: ZAG000199258

Bond code: AECI06 ISIN: ZAG000199266

(AECI)

 

 

INTEREST PAYMENT NOTIFICATIONS

 

Noteholders are advised of the following interest payments due on 11 September 2024:

 

Bond code: AECI05

ISIN: ZAG000199258

Coupon: 9.782%

Interest amount due: R 13 190 960.00

 

Bond code: AECI06

ISIN: ZAG000199266

Coupon: 9.892%

Interest amount due: R 11 593 966.03

 

Interest period:  11 June 2024 to 10 September 2024

Payment date: 11 September 2024

Date convention: Following business day

 

 

 

3 September 2024

 

Debt sponsor

Questco Proprietary Limited

 

 

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Share code: AFE ISIN: ZAE000000220

Hybrid code: AFEP ISIN: ZAE000000238

Bond company code: AECI

LEI: 3789008641F1D3D90E85

(AECI or the company or the Group)

 

APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

 

In compliance with paragraph 3.59 of the JSE Limited (JSE) Listings Requirements and paragraph 6.39 of the JSE Debt Listings Requirements, AECI is pleased to announce the appointment of Ms Nombulelo Thokozile Moholi as an independent non-executive director to the Board of directors of AECI with effect from 1 September 2024. She will be a member of the Investment, Innovation and Technology Committee and the Risk Committee.

 

Ms Moholi brings over 30 years of experience in the South African corporate sector to her new role. She holds a BSC in electrical and electronics engineering and has completed the Stanford Executive Program from Stanford University. She previously served as the Chief Executive Officer for Telkom SA Limited, becoming the first black woman to head up a JSE-listed telecommunications company. In 2013, Ms Moholi embarked on a career as a non-executive director. The boards she has served are Anglo American Platinum Limited; AVI Limited; Engen and Old Mutual. She is currently the board chair of Santam Limited and the Lead Independent Director of Woolworths Holdings Limited.

 

Her diverse expertise has made her an invaluable asset to the boards she serves on, and she has received numerous awards and accolades for her leadership and contribution.

 

"Not only will Ms Moholi's expertise in corporate governance, remuneration and risk management make a valuable contribution to the AECI Board's mix of knowledge, skills and experience, but her appointment also contributes to the Board's independence, gender and racial diversity" - said Dr Khotso Mokhele, Board Chair.

 

The AECI Board is pleased to welcome Ms Moholi and looks forward to her contribution.

 

The AECI Group confirms that this appointment was made in accordance with AECI's Board Nomination, Composition and Diversity policy.

 

 

Woodmead, Sandton

 

28 August 2024

 

Equity and Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

 

AECI LIMITED

(Incorporated in the Republic of South Africa)

(Registration No. 1924/002590/06)

Company code: AECI

LEI: 3789008641F1D3D90E85

(AECI)

 

 

NOTIFICATION OF A CHANGE IN DEBT SPONSOR

 

Pursuant to paragraph 2.5 of the JSE Limited Debt Listings Requirements, noteholders are hereby advised that Rand Merchant Bank, a division of FirstRand Bank Limited (RMB), has resigned as debt sponsor to AECI, effective 31 August 2024, due to RMB deciding to wind down its regulatory debt sponsor business.

 

AECI further advises noteholders that Questco Proprietary Limited has been appointed as debt sponsor effective 1 September 2024.

 

 

27 August 2024

 

Debt sponsor

Rand Merchant Bank (a division of FirstRand Bank Limited)

 

AECI LIMITED

(Incorporated in the Republic of South Africa)(Registration number: 1924/002590/06)Share code: AFE ISIN: ZAE000000220Hybrid code: AFEP ISIN: ZAE000000238Bond company code: AECILEI: 3789008641F1D3D90E85(AECI or the Company)

DISCLOSURE OF SIGNIFICANT HOLDING OF AECI SHARES

In accordance with section 122(3)(b) of the Companies Act, No. 71 of 2008 as amended (the Companies Act), regulation 121(2)(b) of the Companies Regulations, 2011 and paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders and noteholders are advised that the Company has received formal notification that Coronation Asset Management Proprietary Limited, on behalf of its clients, has increased its interest in the ordinary shares of the Company such that the total interest in the ordinary shares of the Company held by Coronation Asset Management Proprietary Limited, on behalf of its clients, amounts to 6.05% of the total issued ordinary share capital of the Company.

As required in terms of section 122(3)(a) of the Companies Act, the Company has filed the required notice with the Takeover Regulation Panel.

The Board of Directors of AECI accepts responsibility for the information contained in this announcement as it relates to the Company and confirms that, to the best of its knowledge and belief, such information relating to AECI is true and that this announcement does not omit anything likely to affect the importance of such information.

Woodmead, Sandton

26 August 2024

Equity and Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

AECI LIMITED

Incorporated in the Republic of South Africa(Registration number: 1924/002590/06)Share code: AFE ISIN: ZAE000000220Hybrid code: AFEP ISIN: ZAE000000238Bond company code: AECILEI: 3789008641F1D3D90E85(AECI or the Company)

DISCLOSURE OF SIGNIFICANT HOLDING OF AECI SHARES

In accordance with section 122(3)b) of the Companies Act, No. 71 of 2008 as amended (the Companies Act), regulation 121(2)(b) of the Companies Regulations, 2011 and paragraph 3.83(b) of the JSE Limited Listings Requirements, shareholders and noteholders are advised that the Company has received formal notification that Aylett & Company (Pty) Ltd (Aylett & Company) has increased its interest in the ordinary shares of the Company such that the total interest in the ordinary shares of the Company held by Aylett & Company amounts to 5.00% of the total issued ordinary share capital of the Company.

As required in terms of section 122(3)(a) of the Companies Act, the Company has filed the required notice with the Takeover Regulation Panel.

The Board of Directors of AECI accepts responsibility for the information contained in this announcement as it relates to the Company and confirms that, to the best of its knowledge and belief, such information relating to AECI is true and that this announcement does not omit anything likely to affect the importance of such information.

Woodmead, Sandton

15 August 2024

Equity and Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)