Pan African Resources Plc Restructure of Long-term Incentive Schemes

 
TIDMPAF 
 
Pan African Resources PLC 
 
(Incorporated and registered in England and Wales under Companies Act 1985 with 
registered number 3937466 on 25 February 2000) 
 
Share code on AIM: PAF 
 
Share code on JSE: PAN 
 
ISIN: GB0004300496 
 
ADR ticker code: PAFRY 
 
("Pan African" or "the Company") 
 
Restructure of Long-term Incentive Schemes 
 
1. Introduction 
 
Shareholders are referred to the announcement of 17 September 2020, where 
certain of the group's long-term incentive schemes were restructured with the 
intent of simplifying and consolidating these schemes and improving their 
retention capability. 
 
Pursuant to this restructuring, shareholders are notified in accordance with 
paragraph 3.63 of the JSE Listings Requirements that on 25 June 2021, the Chief 
Executive Officer, Cobus Loots and the Financial Director, Deon Louw, and other 
prescribed officers of the group (details of which are set out in the tables in 
paragraph 3 below) ("Affected Participants") have agreed to relinquish the 
share options issued to them on 1 July 2019 ("PARSMSS 1st issue") and 1 July 
2020 ("PARSMSS 2nd issue") under the Pan African Senior Management Share Scheme 
("PARSMSS"). 
 
In lieu of the relinquishment set out above, restricted class C ordinary shares 
("Class C-Shares") and class D ordinary shares ("Class D-Shares") of no par 
value in the share capital of PAR Gold Proprietary Limited ("PAR Gold"), will 
be issued to the Affected Participants respectively in terms of a 
newly-established Pan African C Executive Incentive Scheme ("C-Share Scheme") 
and Pan African D Executive Incentive Scheme ("D-Share Scheme"). 
 
2. Overview of the C-Share and D-Share Scheme's and key terms of the Class C 
and D-Shares 
 
Pan African owns 49.9% of the issued share capital of PAR Gold. 
 
The Class C and D-Shares are being created to facilitate the C-Share and 
D-Share Schemes. A summary of the rights and preferences of these schemes are 
provided below: 
 
  * the Class C and D-Shares do not confer any right to the holders of the 
    Class C and D-Shares ("Class C and D-Shareholders") to attend, speak at and 
    /or vote at general meetings of PAR Gold, save when a resolution of PAR 
    Gold is proposed which affects the preferences, rights, limitations and 
    other terms associated with the Class C and D-Shares; 
  * each issued Class C-Share and Class D-Share will entitle a Class 
    C-Shareholder and Class D-Shareholder the right to receive distributions, 
    in priority to the PAR Gold ordinary shares, equal to the 90-day volume 
    weighted average price of a Pan African ordinary share on the JSE measured 
    on vesting date which is three years from grant date ("Distribution 
    Amount"); 
  * the Class C Shares and Class D Shares will be repurchased by PAR Gold in 
    accordance with the rules of the C-Share Scheme ("C-Share Scheme Rules") 
    and D-Share Scheme ("D-Share Scheme Rules") by exercising certain put and 
    call options granted for an amount equal to the higher of a) R0.0001 per 
    Class C-Share and R0.0001 per Class D-Share or b) a shortfall in any 
    Distribution Amount owing to a Class C-Shareholder or Class D-Shareholder 
    in accordance with the C-Share Scheme Rules and D-Share Scheme Rules; 
  * the Class C and Class D-Shareholders may not transfer or encumber their 
    Class C-Shares or Class D-Shares other than in accordance with the 
    provisions of the C-Share Scheme Rules or D-Share Scheme Rules or with the 
    prior written approval of the Board; and 
  * The Class C and D-Shares will rank pari-passu with class B shares in Par 
    Gold, as detailed in the company's announcement on 17 September 2020. 
 
3. Directors and prescribed officers' dealings 
 
The details of the dealings are set out below: 
 
Class C-Shares allocated: 
 
Name of director/       Number of        Number of Class 
prescribed officer    Relinquished       C-Shares* to be 
                      Options under    allocated in lieu of 
                    PARSMSS (PARSMSS     the Relinquished 
                       1st issue)            Options 
 
Cobus Loots             4,667,768           4,434,380 
 
Deon Louw               3,826,998           3,635,648 
 
Bert van den Berg       1,244,444           1,182,222 
 
Jonathan Irons          1,055,440           1,002,668 
 
Barry Naicker            970,686             922,152 
 
Niel Symington           927,607             881,227 
 
Lyle Pienaar             596,368             566,550 
 
Mthandazo Dlamini        576,261             547,448 
 
Hendrik Pretorius        541,150             514,093 
 
Total                  14,406,722           13,686,388 
 
* Vesting date - 30 June 2022 
 
Class D-Shares allocated: 
 
Name of director/       Number of        Number of Class 
prescribed officer    Relinquished       D-Shares* to be 
                      Options under    allocated in lieu of 
                    PARSMSS (PARSMSS     the Relinquished 
                       2nd issue)            Options 
 
Cobus Loots             2,998,480           2,848,556 
 
Deon Louw               2,458,387           2,335,468 
 
Bert van den Berg        799,406             759,436 
 
Jonathan Irons           677,993             644,093 
 
Barry Naicker            623,549             592,372 
 
Niel Symington           595,876             566,082 
 
Marileen Kok             487,138             462,781 
 
Lyle Pienaar             383,095             363,940 
 
Mthandazo Dlamini        376,225             357,414 
 
Hendrik Pretorius        442,165             420,057 
 
Itumeleng Phoshoko       336,430             319,609 
 
Total                  10,178,744           9,669,808 
 
* Vesting date - 30 June 2023 
 
The above executive directors and prescribed officers held a direct beneficial 
interest in the relinquished options and likewise will hold a direct beneficial 
interest in the Class C-Shares and Class D-Shares. The Class C-Shares and Class 
D-Shares were acquired at a nominal value to the aforementioned executive 
directors and prescribed officers, and the amounts to which holders of the 
Class C-Shares and Class D-Shares are entitled to will depend on movements in 
the Pan African share price and vesting criteria attached to each class of 
share at their respective vesting dates. 
 
All the above trades are considered to be off-market trades in terms of the JSE 
Listings Requirements. Clearance to deal was obtained in terms of paragraph 
3.66 of the JSE Listings Requirements. 
 
4. Related Party Transaction 
 
The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon 
Louw constitutes a related party transaction under the JSE Listings 
Requirements. 
 
Notwithstanding the fact that directors are related parties in terms of the JSE 
Listings Requirements, agreements with directors pursuant to share incentive 
schemes are exempt from related party requirements under paragraph 10.6(c)(iii) 
of the JSE Listings Requirements. 
 
The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon 
Louw also constitutes a related party transaction under the AIM Rules for 
Companies. The Board, other than Cobus Loots and Deon Louw, who are not deemed 
independent, having consulted with the Company's nominated adviser, Peel Hunt 
LLP, consider that the terms of the aforementioned related party transaction 
are fair and reasonable insofar as shareholders are concerned. 
 
Rosebank 
 
30 June 2021 
 
For further information on Pan African, please visit the Company's website at 
 
www.panafricanresources.com 
 
Contact information 
 
Corporate Office                              Registered Office 
The Firs Office Building                      Suite 31 
2nd Floor, Office 204                         Second Floor 
Cnr. Cradock and Biermann Avenues             107 Cheapside 
Rosebank, Johannesburg                        London 
South Africa                                  EC2V 6DN 
Office:  [phone]                   United Kingdom 
[e-mail]                                Office: [phone] 
 
Cobus Loots                                   Deon Louw 
Pan African Resources PLC                     Pan African Resources PLC 
Chief Executive Officer                       Financial Director 
Office: [phone]                         Office: [phone] 
2900 
 
Phil Dexter/Jane Kirton                       Ross Allister/David McKeown 
St James's Corporate Services Limited         Peel Hunt LLP 
Company Secretary                             Nominated Adviser and Joint Broker 
Office: [phone]                   Office: [phone] 
 
Ciska Kloppers                                Thomas Rider/Nick Macann 
Questco Corporate Advisory Proprietary        BMO Capital Markets Limited 
Limited                                       Joint Broker 
JSE Sponsor                                   Office: [phone] 
Office: [phone] 
 
Hethen Hira                                   Sholto Simpson 
Pan African Resources PLC                     Vestra Advisory Proprietary Limited 
Head: Investor Relations                      Corporate Advisor 
Tel: [phone]                       Office: [phone] 
E-mail: [e-mail] 
 
 
 
Website: www.panafricanresources.com 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 30, 2021 02:00 ET (06:00 GMT)