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Pan African Resources Plc - Restructure of Long-term Incentive Schemes

Pan African Resources PLC (Incorporated and registered in and under Companies Act 1985 with registered number 3937466 on ) Share code on AIM: PAF Share code on JSE: PAN ISIN: GB0004300496 ADR ticker code: PAFRY

EnglandWales25 February 2000

(“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 (“”) 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.Board

As a result, shareholders are notified in accordance with paragraph 3.63 of the JSE Listings Requirements that on , certain executive directors including the Chief Executive Officer, and the Financial Director, , and other prescribed officers of the group (details of which are set out in the table in paragraph 3 below) (“”) have agreed to relinquish the share options issued to them under the Pan African Corporate Share Option Scheme (“”).  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 “”).16 September 2020Cobus LootsDeon LouwAffected ParticipantsPACOSRelinquished Options

In of the relinquishment set out above, restricted class B ordinary shares of no par value (“ ”) in the share capital of PAR Gold Proprietary Limited (“”), will be issued to the Affected Participants in terms of a newly established Pan African B Executive Incentive Scheme (“”). The restructuring will result in an estimated saving to the Company of approximately (approx. ) whilst maintaining the alignment between shareholders and management.lieuClassB SharesPAR GoldB-Share SchemeZAR 11.6 millionUS$0.7 million

2. Overview of the B-Share Scheme and key terms of the ClassB Shares

Pan African owns 49% of the issued share capital of PAR Gold. 

The Class are being created to facilitate the B Share Scheme. A summary of the rights and preferences are provided below:B Shares

3. Directors and prescribed officers dealings

The details of the dealings are set out below:

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 to and constitutes a related party transaction under the AIM Rules for Companies. The Board, other than and , 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.B SharesCobus LootsDeon LouwCobus LootsDeon Louw


17 September 2020

For further information on Pan African, please visit the Company's website at


--  the Class  do not confer any right to the holders of the Class  (“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 ;
    --  each issued Class  will entitle a Class  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  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  or b) a shortfall in any
        Distribution Amount owing to a Class  in accordance with
        the B-Share Scheme Rules;
    --  Class  may not transfer or encumber their Class 
        other than in accordance with the provisions of the B Share Scheme Rules
        or with the prior written approval of the Board.B SharesB
        SharesB SharesB ShareB ShareholderB SharesB ShareB ShareholderB ShareholdersB Shares
Name of   Options  Number of   Strike price Total Strike Relinquished   Number of
director/     /    Relinquished     per       Price for      Options       Class
prescribed Shares   Options /   Relinquished Relinquished Conditionally B-Shares to
 officer              Shares      Option       Options     Exercisable  be allocated
                                   (Rand)       (Rand)        From       in lieu of

Cobus      Options   12,427,686         1.21   15,037,500     30-Jun-20   11,557,748

Cobus      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  Options    8,109,463         1.21    9,812,450     30-Jun-20    7,541,800
den Bergh

Bert van   Options    4,049,587         1.21    4,900,000     30-Jun-20    3,766,116
den Berg

Jonathan   Options    4,049,587         1.21    4,900,000     30-Jun-20    3,766,116

Barry      Options    3,471,074         1.21    4,200,000     30-Jun-20    3,228,099

Niel       Options    3,140,496         1.21    3,800,000     30-Jun-20    2,920,661

Mthandazo  Options    1,239,669         1.21    1,500,000     30-Jun-20    1,152,893

Hendrik    Options    1,239,669         1.21    1,500,000     30-Jun-20    1,152,893

                     54,517,831                56,165,575                 52,159,310
Contact information

Corporate Office                       Registered Office
               Suite 31
2nd Floor, Office 204                  Second Floor
Cnr. Cradock and Biermann Avenues      107 Cheapside
                           EC2V 6DN
Office: + 27 (0)11 243 2900            United Kingdom
                         Office: + 44 (0)20 7796 8644

Pan African Resources PLC              Pan African Resources PLC
Chief Executive Officer                Financial Director
Office: + 27 (0)11 243 2900            Office: + 27 (0)11 243 2900

/                /
St James's Corporate Services Limited  Peel Hunt LLP
Company Secretary                      Nominated Adviser and Joint Broker
Office: + 44 (0)20 7796 8644           Office: +44 (0)20 7418 8900

Questco Corporate Advisory Proprietary BMO Capital Markets Limited
Limited                                Joint Broker
                            Office: +44 (0)20 7236 1010
Office: + 27 (0)11 011 9200

Hethen Hira
Pan African Resources PLC
Head : Investor Relations              Website: 
Tel: + 27 (0)11 243 2900
E-mail:The Firs Office BuildingJohannesburgLondonSouth Africa[email protected]www.panafricanresources.com[email protected]Cobus LootsDeon LouwPhil DexterJane KirtonRoss AllisterDavid McKeownCiska KloppersThomas RiderNeil ElliotJSE Sponsor

Quick facts: Pan African Resources plc

Price: 19.3

Market: AIM
Market Cap: £372.17 m

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