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
(“Pan African” or the “Company” or the
“Group”)
RESULTS OF ANNUAL
GENERAL MEETING AND SALIENT DIVIDEND DATES
RESULTS OF ANNUAL GENERAL MEETING
Pan African shareholders (“Shareholders”) are advised
that at the annual general meeting (“AGM”) of Shareholders
held on Thursday, 28 November 2019,
all the ordinary and special resolutions, save for ordinary
resolution number 13, as set out in the notice of AGM dated
18 September 2019, 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
2019
Shares Voted
1,610,303,019
72.06% |
Abstained
2,448,832
0.11% |
For
1,532,003,019
95.14%
|
Against
78,300,000
4.86% |
Ordinary resolution number 2: To approve the final
dividend of 2.23745 ZAR cents per
share
Shares Voted
1,612,121,832
72.14% |
Abstained
630,019
0.03% |
For
1,612,071,832
100.00% |
Against
50,000
0.00% |
Ordinary resolution number 3: To re-elect Mrs HH
Hickey as a director of the Company
Shares Voted
1,610,173,716
72.05% |
Abstained
2,578,135
0.11% |
For
1,595,092,766
99.06% |
Against
15,080,950
0.94% |
Ordinary resolution number 4: To re-elect Mr TF Mosololi
as a director of the Company committee
Shares Voted
1,610,172,341
72.05% |
Abstained
2,579,510
0.11% |
For
1,570,650,858
97.55% |
Against
39,521,483
2.45% |
Ordinary resolution number 5: To re-elect Mr CDS Needham
as a director of the Company
Shares Voted
1,606,173,716
71.87% |
Abstained
6,578,135
0.29% |
For
1,606,136,145
100.00% |
Against
37,571
0.00% |
Ordinary resolution number 6: To re-elect Ms YN Themba as
a director of the Company
Shares Voted
1,606,172,341
71.87% |
Abstained
6,579,510
0.29% |
For
1,603,695,305
99.85% |
Against
2,477,036
0.15% |
Ordinary resolution number 7: To re-elect Mrs HH Hickey
as a member of the audit committee
Shares Voted
1,610,174,320
72.05% |
Abstained
2,577,075
0.11% |
For
1,595,357,141
99.08% |
Against
14,817,179
0.92% |
Ordinary resolution number 8: To re-elect Mr CDS Needham
as a member of the audit committee
Shares Voted
1,606,174,776
71.87% |
Abstained
6,577,075
0.29% |
For
1,583,199,117
98.57% |
Against
22,975,659
1.43% |
Ordinary resolution number 9: To re-elect Mr TF Mosololi
as a member of the audit committee
Shares Voted
1,610,174,776
72.05% |
Abstained
2,577,075
0.11% |
For
1,595,176,315
99.07% |
Against
14,998,461
0.93% |
Ordinary resolution number 10: To endorse the Company’s
Remuneration Policy
Shares Voted
1,610,217,936
72.06% |
Abstained
2,533,459
0.11% |
For
1,533,119,123
95.21% |
Against
77,098,813
4.79% |
Ordinary resolution number 11: To endorse the
Company’s Remuneration Implementation Report (Notes 1 and 2)
Shares Voted
1,610,252064
72.06% |
Abstained
2,499,787
0.11% |
For
927,948,817
57.63% |
Against
682,303,247
42.37% |
Ordinary resolution number 12: To appoint
PricewaterhouseCoopers LLP as auditor of the Company and to
authorise the directors to determine their remuneration
Shares Voted
1,610,117,427
72.05% |
Abstained
2,634,424
0.12% |
For
1,609,903,713
99.99%
|
Against
213,714
0.01% |
Ordinary resolution number 13: To authorise the
directors to allot equity securities (Note 1)
Shares Voted
1,610,237,488
72.06% |
Abstained
2,514,363
0.11% |
For
693,984,323
43.10% |
Against
916,253,165
56.90% |
Special resolution number 14: To approve market
purchases of ordinary shares
Shares Voted
1,610,322,930
72.06% |
Abstained
2,428,921
0.11% |
For
1,603,163,650
99.56% |
Against
7,159,280
0.44% |
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.
- 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 11
and 13 (“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.
- Furthermore, as required in terms of the King IV Report on
Corporate Governance for South
Africa, 2016 and paragraph 3.84(k) of the JSE Limited
Listings Requirements, Pan African invites those Dissenting
Shareholders who voted against ordinary resolution number 11 to
engage with the Company regarding their views on the Company’s
remuneration implementation report.
Dissenting Shareholders may forward their concerns / questions
pertaining to the Resolutions to the Company Secretary via email at
phil.dexter@corpserv.co.uk by close of business on 13
December 2019. The Company will then respond in writing to these
Shareholders, and if required, engage further with the Shareholders
in this regard.
SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s results that were
released on 18 September 2019, wherein an exchange rate
of South African Rand (“ZAR”) to the British Pound (“GBP”) of
ZAR/GBP: R18:25 and an exchange rate of ZAR to the US
Dollar (“USD”) of ZAR/USD: 14.75 were used for illustrative
purposes to convert the proposed ZAR dividend of 2.23745 ZAR 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 dividend into GBP is a fixed exchange rate of ZAR/GBP:19.0825
which translates to a final GBP dividend of 0.11725 pence per share and the exchange rate for
conversion of the final dividend into USD is a fixed exchange rate
of ZAR/USD: 14.74 which translates to a final USD dividend of
0.15179 US cents per share.
The dividend will be distributed from South African income
reserves.
The following salient dates apply:
Currency conversion
date |
Thursday, 28 November
2019 |
Currency conversion
announcement released by 11.00 (SA time) |
Friday 29 November
2019 |
Last date to trade on
the JSE |
Tuesday, 10 December
2019 |
Last date to trade on
the LSE |
Wednesday 11 December
2019 |
Ex-dividend date on
the JSE |
Wednesday, 11 December
2019 |
Ex-dividend date on
the LSE |
Thursday, 12 December
2019 |
Record date on the JSE
and LSE |
Friday, 13 December
2019 |
Payment date |
Monday 30 December
2019 |
Notes
- No transfers between the Johannesburg and London registers between the commencement of
trading on Wednesday 11 December 2019
and close of business on Friday, 13 December
2019 will be permitted.
- No Shares may be dematerialised or rematerialised between
Wednesday 11 December 2019 and
Friday, 13 December 2019, both days
inclusive.
- The final dividend per share was calculated on 2,234,687,537
total shares in issue equating to 2.23745
ZAR cents per share or 0.11725
pence or 0.15179 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 1.78996 ZAR
cents per share (0.09380 pence per
share and 0.12143 US 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 proposed dividend will be paid out of the company’s retained
earnings, without drawing on any other capital reserves.
Johannesburg
29 November 2019
Contact information |
Corporate Office
The Firs Office Building
2nd Floor, Office 204
Cnr. Cradock and Biermann Avenues
Rosebank, Johannesburg
South Africa
Office: + 27 (0) 11 243 2900
info@paf.co.za |
Registered Office
Suite 31
Second Floor
107 Cheapside
London
EC2V 6DN
United Kingdom
Office: + 44 (0) 20 7796 8644 |
Cobus Loots
Pan African Resources PLC
Chief Executive Officer
Office: + 27 (0) 11 243 2900 |
Deon Louw
Pan African Resources PLC
Financial Director
Office: + 27 (0) 11 243 2900 |
Phil Dexter/Jane Kirton
St James's Corporate Services Limited
Company Secretary
Office: + 44 (0) 20 7796 8644 |
John Prior/Will Wickham
Numis Securities Limited
Nominated Adviser and Joint Broker
Office: +44 (0) 20 7260 1000 |
Ciska Kloppers
Questco Corporate Advisory Proprietary Limited
JSE Sponsor
Office: + 27 (0) 11 011 9200 |
Ross Allister/David McKeown
Peel Hunt LLP
Joint Broker
Office: +44 (0) 20 7418 8900 |
Julian Gwillim
Aprio Strategic Communications
Public & Investor Relations SA
Office: +27 (0) 11 880 0037 |
Thomas Rider/Neil Elliot
BMO Capital Markets Limited
Joint Broker
Office: +44 (0) 20 7236 1010 |
Bobby Morse/Chris Judd
Buchanan
Public and Investor Relations UK
Office: +44 (0) 20 7466 5000
paf@buchanan.uk.com |
|
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Website:
www.panafricanresources.com |
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