*the Company will dispose of its entire shareholding in Saab, comprising 313 “B” shares and 59 “C” shares (“the Disposal”), being an effective 5% shareholding in Saab; and

*a ring-fenced special purpose vehicle (“AEEI Newco”), a consortium that is 60% owned by AEEI, will acquire 25% plus one share (“the Subject Shares”) of the issued share capital of SGD, which shares are “A” shares (“the Acquisition”), hereinafter referred to as “the Transaction”.

The effective date of the Acquisition shall be no later than 26 June 2015, subject to paragraphs below.

The purchase consideration in respect of the Disposal is R20 000 000.00 (twenty million Rand), payable in cash to AEEI on the date of closing of the Disposal. The purchase consideration in respect of the Acquisition is R120,000,000 (one hundred and twenty million Rand), payable partly in cash by AEEI Newco and partly through a preference share funding arrangement in terms of which IBL will subscribe for preference shares in AEEI Newco (“IBL Preference Shares”). The majority of the purchase consideration received by AEEI in respect of the Disposal shall be utilised for the Acquisition.

The transaction is subject to the following conditions precedent:

*The Parties entering into transaction agreements, incorporating the terms of the Agreement and including the usual provisions required for a transaction of this nature and the Transaction is subject to such agreements becoming unconditional; and

*The Acquisition being approved (if required) by the relevant competition authorities, the fulfilment of the necessary requirements in terms of the Companies Act, No. 71 of 2008 (as amended) (“the Companies Act”) and the closing of the Disposal.

The significant terms of the Transaction include, inter alia, the following:

*AEEI Newco is a private company that is 60% owned by AEEI. For a period of 5 years from the closing date of the Acquisition, AEEI and any of the other consortium members may not dispose of, or encumber, any of their shares in AEEI Newco and AEEI Newco may not dispose of, or encumber, any of the Subject Shares;

*AEEI Newco must retain at least 51% black ownership status as of the date of the Acquisition as long as it is a shareholder in SGD;

*SGD will, subject to the provisions of the Companies Act, commit to a guaranteed annual dividend of R18 000 000.00 (eighteen million Rand) in respect of the Subject Shares during the first five full financial years of AEEI Newco’s ownership of the Subject Shares, the first of which shall be paid within 12 months after the implementation of the Acquisition;

*Saab and SGD shall grant to AEEI Newco a put option in terms of which AEEI Newco can put the Subject Shares (all and not a part) to Saab and SGD. Such put option shall be:

*exercisable after the date being 66 months from the date of implementation of the Acquisition but by no later than 90 days thereafter;

*for a consideration equal to the higher of the agreed market value of the Subject Shares and the redemption consideration in respect of the IBL Preference Shares; and

*Saab shall have a call option to purchase the Subject Shares (subject to the Listing Requirements of the JSE Limited, where applicable):

*if AEEI Newco is in default of the shareholders agreement to be entered into in respect of SGD, or if AEEI Newco experiences a direct change of control or if AEEI Newco is not at least 51% black owned, in which case the price for the Subject Shares shall be an amount equal to the redemption consideration in respect of the IBL Preference Shares; or

*at any time, at the higher of an amount equal to the redemption consideration in respect of the IBL Preference Shares and the fair market value.

Shareholders are further referred to the renewal of cautionary announcement released on SENS on 16 April 2015 and advised that as full details of the Transaction have been disclosed in this announcement, caution is no longer required to be exercised by shareholders when dealing in their securities.