Pan African Resources Plc Result of AGM

 
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 
 
                            ADR ticker code: PAFRY 
                              ISIN: GB0004300496 
 
                            ADR ticker code: PAFRY 
                ("Pan African" or the "Company" or the "Group") 
 
         RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVID DATES 
 
1. RESULTS OF ANNUAL GENERAL MEETING 
 
Pan African shareholders ("Shareholders") are advised that at the annual 
general meeting ("AGM") of Shareholders held on Thursday, 26 November 2020, all 
the ordinary and special resolutions, save for ordinary resolution number 11, 
as set out in the notice of AGM dated 28 October 2020, were approved by the 
requisite majority of Shareholders present or represented by proxy. 
 
The total number of Pan African ordinary shares ("Shares") eligible to vote at 
the AGM is 2,234,687,537. 
 
All resolutions proposed at the AGM, together with the percentage of shares 
abstained, as well as the percentage of votes carried for and against each 
resolution, are as follows: 
 
Ordinary resolution number 1: To receive and adopt the directors' report, the 
audited statement of accounts and the auditor's report for the year ended 30 
June 2020 
 
Shares Voted        Abstained           For                 Against 
1,619,101,298       6,378,070           1,619,062,878       38,420 
72.45%              0.29%               100%                0.00% 
 
Ordinary resolution number 2: To approve the final dividend of 14.00000 ZA 
cents per share 
 
Shares Voted        Abstained           For                 Against 
1,624,705,824       773,544             1,624,667,404       38,420 
72.70%              0.03%               100%                0.00% 
 
Ordinary resolution number 3: To re-elect Mr KC Spencer as a director of the 
Company 
 
Shares Voted        Abstained           For                 Against 
1,624,649,959       829,409             1,452,399,526       172,250,433 
72.70%              0.04%               89.40%              10.60% 
 
Ordinary resolution number 4: To re-elect Mr JAJ Loots as a director of the 
Company 
 
Shares Voted        Abstained           For                 Against 
1,624,649,959       829,409             1,623,626,095       1,023,864 
72.70%              0.04%               99.94%              0.06% 
 
Ordinary resolution number 5: To re-elect Mrs HH Hickey as a member of the 
audit and risk committee 
 
Shares Voted        Abstained           For                 Against 
1,624,588,909       890,459             1,623,614,539       974,370 
72.70%              0.04%               99.94%              0.06% 
 
Ordinary resolution number 6: To re-elect Mr CDS Needham as a member of the 
audit and risk committee 
 
Shares Voted        Abstained           For                 Against 
1,624,588,909       890,459             1,624,506,815       82,094 
72.70%              0.04%               99.99%              0.01% 
 
Ordinary resolution number 7: To re-elect Mr TF Mosololi as a member of the 
audit and risk committee 
 
Shares Voted        Abstained           For                 Against 
1,624,574,885       904,483             1,612,415,881       12,159,004 
72.70%              0.04%               99.25%              0.75% 
 
Ordinary resolution number 8: To endorse the Company's Remuneration Policy 
 
Shares Voted        Abstained           For                 Against 
1,624,290,479       1,188,889           1,044,153,603       580,136,876 
72.69%              0.05%               64.28%              35.72% 
 
Ordinary resolution number 9: To endorse the Company's Remuneration 
Implementation Report (Notes 1 and 2) 
 
Shares Voted        Abstained           For                 Against 
21,624,290,479      1,188,889           1,002,518,220       621,772,259 
72.69%              0.05%               61.72%              38.28% 
 
Ordinary resolution number 10: To reappoint PricewaterhouseCoopers LLP as 
auditor of the Company and to authorise the directors to determine their 
remuneration 
 
Shares Voted        Abstained           For                 Against 
1,624,634,786       844,582             1,624,534,440       100,346 
72.70%              0.04%               99.99%              0.01% 
 
Ordinary resolution number 11: To authorise the directors to allot equity 
securities (Note1) 
 
Shares Voted        Abstained           For                 Against 
1,624,282,298       1,196,430           775,314,778         848,968,160 
72.69%              0.05%               47.73%              52.27% 
 
Special resolution number 12: To authorise the amendment to the Articles of 
Association of Article 97 
 
Shares Voted        Abstained           For                 Against 
1,624,177,779       1,280,045           1,535,264,285       88,913,494 
72.68%              0.06%               94.53%              5.47% 
 
Special resolution number 13: To approve market purchases of ordinary shares 
 
Shares Voted        Abstained           For                 Against 
1,624,635,944       843,424             1,624,445,154       190,790 
72.70%              0.04%               99.99%              0.01% 
 
Notes 
 
  * Percentages of shares voted are calculated in relation to the total issued 
    ordinary share capital of Pan African. 
  * Percentages of shares voted for and against each resolution are calculated 
    in relation to the total number of shares voted in respect of each 
    resolution. 
  * Abstentions are calculated as a percentage in relation to the total issued 
    ordinary share capital of Pan African. 
 
 1. In accordance with the UK Corporate Governance Code, when 20% or more of 
    the votes have been cast against the board recommendation for a resolution, 
    the Company will consult with those shareholders who voted against ordinary 
    resolution numbers 8 and 9 ("Resolutions"), ("Dissenting Shareholders") in 
    order to ascertain the reasons for doing so, following which an update on 
    the views expressed by such Dissenting Shareholders and the subsequent 
    actions taken by the Company will be issued. 
 2. Furthermore, as required in terms of the King IV Report on Corporate 
    Governance for South Africa, 2016 and paragraph 3.84(j) of the JSE Limited 
    Listings Requirements, Pan African invites those Dissenting Shareholders 
    who voted against ordinary resolution number 8 and/or ordinary resolution 9 
    to engage with the Company regarding their views on the Company's 
    remuneration policy and/or implementation report. 
 
Dissenting Shareholders may forward their concerns / questions pertaining to 
the Resolutions to the Company Secretary via email at [e-mail] by 
close of business on 11 December 2020. The Company will then respond in writing 
to these Dissenting Shareholders, and if required, engage further with the 
Dissenting Shareholders in this regard. 
 
2. SALIENT DIVID DATES 
 
Shareholders are referred to the Group's provisional summarised audited results 
that were released on 16 September 2020, wherein an exchange rate of South 
African Rand ("ZAR") to the British Pound ("GBP") of GBP/ZAR:21.39 and an 
exchange rate of ZAR to the US Dollar ("USD") of US$/ZAR:16.75 were used for 
illustrative purposes to convert the proposed ZAR dividend of 14.00000 ZA cents 
per share into GBP and USD. 
 
Shareholders are advised that, following the approval of the final dividend at 
the AGM, the exchange rate for conversion of the final ZAR dividend into GBP 
has been fixed at an exchange rate of GBP/ZAR:20.3320 which translates to a 
final GBP dividend of 0.68857 pence per share and the exchange rate for 
conversion of the final ZAR dividend into USD has been fixed at an exchange 
rate of US$/ZAR:15.20 which translates to a final USD dividend of US 0.92105 
cents per share. 
 
The following salient dates apply: 
 
Currency conversion date                  Thursday, 26 November 2020 
 
Currency conversion announcement released Friday 27 November 2020 
by 11.00 (SA time) 
 
Last date to trade on the JSE             Tuesday, 1 December 2020 
 
Last date to trade on the LSE             Wednesday 2 December 2020 
 
Ex-dividend date on the JSE               Wednesday, 2 December 2020 
 
Ex-dividend date on the LSE               Thursday, 3 December 2020 
 
Record date on the JSE and LSE            Friday, 4 December 2020 
 
Payment date                              Tuesday, 15 December 2020 
 
Notes 
 
  * No transfers between the Johannesburg and London registers between the 
    commencement of trading on Wednesday 2 December 2020 and close of business 
    on Friday, 4 December 2020 will be permitted. 
  * No shares may be dematerialised or rematerialised between Wednesday 2 
    December 2020 and Friday, 4 December 2020, both days inclusive. 
  * The final dividend per share was calculated on 2,234,687,537 total shares 
    in issue equating to 14.00000 ZA cents per share or 0.68857 pence or 
    0.92105 US cents per share. 
  * The South African dividends tax rate is 20% per ordinary share for 
    shareholders who are liable to pay the dividends tax, resulting in a net 
    dividend of 11.20000 ZA cents per share 0.55086 pence per share and US 
    0.73684 cents per share for these shareholders. Foreign investors may 
    qualify for a lower dividend tax rate, subject to completing a dividend tax 
    declaration and submitting it to Computershare Investor Services 
    Proprietary Limited or Link Asset Services who manage the SA and UK 
    register, respectively. The Company's South African income tax reference 
    number is 9154588173. The dividend will be distributed from South African 
    income reserves. The proposed dividend will be paid out of the company's 
    retained earnings, without drawing on any other capital reserves. 
 
Johannesburg 
 
26 November 2020 
 
Contact information 
 
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:   + 27 (0)11 243 2900                  United Kingdom 
[e-mail]                                 Office: + 44 (0)20 7796 8644 
 
Cobus Loots                                    Deon Louw 
Pan African Resources PLC                      Pan African Resources PLC 
Chief Executive Officer                        Financial Director 
Office: + 27 (0)11 243                         Office: + 27 (0)11 243 2900 
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: + 44 (0)20 7796 8644                   Office: [phone] 
 
Ciska Kloppers                                 Thomas Rider/Neil Elliot 
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited 
JSE Sponsor                                    Joint Broker 
Office: + 27 (0)11 011 9200                    Office: [phone] 
 
Hethen Hira                                    Huneiza Goolam 
Pan African Resources PLC                      CMS RM Partners 
Head: Investor Relations                       Transaction Legal Advisors 
Tel: + 27 (0)11 243 2900                       Office: + 27 (0)87 210 0711 
E-mail: [e-mail] 
 
Website: www.panafricanresources.com 
 
 
 
 
END 
 

(END) Dow Jones Newswires

November 26, 2020 10:00 ET (15:00 GMT)