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 advised that the Remuneration Committee of Pan
African has recommended to the Company’s board of directors
(“Board”) a restructure of some of the group's long-term
incentive schemes with the intent of simplifying and consolidating
such schemes and improving their retention capability.
As a result, shareholders are notified in accordance with
paragraph 3.63 of the JSE Listings Requirements that on
16 September 2020, certain executive directors including
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 table in paragraph 3
below) (“Affected Participants”) have agreed to relinquish
the share options issued to them under the Pan African Corporate
Share Option Scheme (“PACOS”). In addition, the
relevant executive directors and prescribed officers have an
entitlement to receive shares in respect of the terms of their
employment contracts which will also be relinquished (together the
“Relinquished Options”).
In lieu of the relinquishment set out above, restricted
class B ordinary shares of no par value (“Class B
Shares”) in the share capital of PAR Gold Proprietary Limited
(“PAR Gold”), will be issued to the Affected Participants in
terms of a newly established Pan African B Executive Incentive
Scheme (“B-Share Scheme”). The restructuring will result in
an estimated saving to the Company of approximately ZAR 11.6 million (approx. US$0.7 million) whilst maintaining the alignment
between shareholders and management.
2. Overview of the B-Share Scheme and
key terms of the Class B Shares
Pan African owns 49% of the issued share capital of PAR
Gold.
The Class B Shares are being created to facilitate the B Share
Scheme. A summary of the rights and preferences are provided
below:
- the Class B Shares do not confer any right to the holders of
the Class B Shares (“Class B 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 B
Shares;
- each issued Class B Share will entitle a Class B Shareholder
the right to receive distributions, in priority to the PAR Gold
ordinary shares, equal to the difference between a) the highest 30
day volume weighted average price of a Pan African ordinary share
on the JSE measured from the scheme implementation date up to and
including the date of the Class B Shareholder issuing a lock-in
notice/(s) or a deemed lock-in notice and b) R1.21
(“Distribution Amount”);
- the Class B Shares will be repurchased by PAR Gold in
accordance with the rules in respect of the B-Share Scheme
("B-Share Scheme Rules") in terms of certain put and call
options granted for an amount equal to the higher of a) of R0.0001
per Class B Share or b) a shortfall in any Distribution Amount
owing to a Class B Shareholder in accordance with the B-Share
Scheme Rules;
- Class B Shareholders may not transfer or encumber their Class B
Shares other than in accordance with the provisions of the B Share
Scheme Rules or with the prior written approval of the Board.
3. Directors and prescribed officers
dealings
The details of the dealings are set out below:
Name of director/ prescribed officer |
Options / Shares |
Number of Relinquished Options / Shares |
Strike price per Relinquished Option (Rand) |
Total Strike Price for Relinquished Options
(Rand) |
Relinquished Options Conditionally Exercisable
From |
Number of Class B-Shares to be allocated in lieu of the
Relinquished Options |
|
|
Cobus Loots |
Options |
12,427,686 |
1.21 |
15,037,500 |
30-Jun-20 |
11,557,748 |
Cobus Loots |
Shares |
5,000,000 |
- |
- |
- |
5,549,831 |
Deon Louw |
Options |
8,690,599 |
1.21 |
10,515,625 |
30-Jun-20 |
8,082,257 |
Deon Louw |
Shares |
3,100,000 |
- |
- |
- |
3,440,896 |
Andre van den
Bergh |
Options |
8,109,463 |
1.21 |
9,812,450 |
30-Jun-20 |
7,541,800 |
Bert van den Berg |
Options |
4,049,587 |
1.21 |
4,900,000 |
30-Jun-20 |
3,766,116 |
Jonathan Irons |
Options |
4,049,587 |
1.21 |
4,900,000 |
30-Jun-20 |
3,766,116 |
Barry Naicker |
Options |
3,471,074 |
1.21 |
4,200,000 |
30-Jun-20 |
3,228,099 |
Niel Symington |
Options |
3,140,496 |
1.21 |
3,800,000 |
30-Jun-20 |
2,920,661 |
Mthandazo Dlamini |
Options |
1,239,669 |
1.21 |
1,500,000 |
30-Jun-20 |
1,152,893 |
Hendrik Pretorius |
Options |
1,239,669 |
1.21 |
1,500,000 |
30-Jun-20 |
1,152,893 |
|
|
54,517,831 |
|
56,165,575 |
|
52,159,310 |
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 person or through a
representative shareholder) in the Class B-Shares. The ultimate
value of the Class B-Shares to be issued to the executive directors
and prescribed officers will depend on the Pan African share price
at the point of repurchase.
All the above trades are considered to be off-market trades in
terms of the JSE Listings Requirements
4. Related Party Transaction
The issuance of the Class B Shares to Cobus Loots and Deon
Louw 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
17 September 2020
For further information on Pan African, please visit the
Company's website at
www.panafricanresources.com
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 |
Ross Allister/David
McKeown
Peel Hunt LLP
Nominated Adviser and Joint Broker
Office: +44 (0)20 7418 8900 |
Ciska Kloppers
Questco Corporate Advisory Proprietary Limited
JSE Sponsor
Office: + 27 (0)11 011 9200 |
Thomas Rider/Neil
Elliot
BMO Capital Markets Limited
Joint Broker
Office: +44 (0)20 7236 1010 |
Hethen Hira
Pan African Resources PLC
Head : Investor Relations
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za |
Website: www.panafricanresources.com |