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
ADR ticker code: PAFRY
(“Pan African” or "the Company")
Restructure of Long-term Incentive Schemes
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 “”).
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 Scheme
2. Overview of the B-Share Scheme and key terms of the Class
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:
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.
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 Shares B Shares B Shares B Share B Shareholder B Shares B Share B Shareholder B Shareholders B 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 the Relinquished Options Cobus Options 12,427,686 1.21 15,037,500 30-Jun-20 11,557,748 Loots Cobus Shares 5,000,000 - - - 5,549,831 Loots 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 Irons Barry Options 3,471,074 1.21 4,200,000 30-Jun-20 3,228,099 Naicker Niel Options 3,140,496 1.21 3,800,000 30-Jun-20 2,920,661 Symington Mthandazo Options 1,239,669 1.21 1,500,000 30-Jun-20 1,152,893 Dlamini Hendrik Options 1,239,669 1.21 1,500,000 30-Jun-20 1,152,893 Pretorius 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 Rosebank, 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 Building Johannesburg London South Africa[email protected]www.panafricanresources.com[email protected] Cobus Loots Deon Louw Phil Dexter Jane Kirton Ross Allister David McKeown Ciska Kloppers Thomas Rider Neil Elliot JSE Sponsor
Quick facts: Pan African Resources plc
Market Cap: £372.17 m
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