PAN AFRICAN RESOURCES PLC
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION,
RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO
HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.
Pan African Resources PLC
("PAF", the "Company" or the "Group")
AIM Code: PAF
JSE Code: PAN
ISIN: GB0004300496
Confirmation of listing and pricing of ordinary shares
Pan African Resources PLC, the Africa-focused precious metals producer refers
shareholders to the announcements released on 12 April 2017 in respect of the
Bookbuild through which a total of 291,480,983 new ordinary shares (the
"Placing Shares") were successfully placed, raising gross proceeds of ZAR705
million (US$51 million).
The Company is pleased to announce that approval to admit the Placing Shares
for trading on AIM, a market operated by the London Stock Exchange ("LSE") and
the Johannesburg Stock Exchange, an exchange operated by JSE Limited ("JSE")
has been granted by the LSE and the JSE, both with effect from commencement of
trade on Wednesday, 19 April 2017.
Furthermore, in compliance with paragraph 11.22 Listings Requirements of the
JSE, the following information is disclosed:
* A total of 291,480,983 Placing Shares were issued at a price of 14 pence
per Placing Share (representing a discount of approximately 7.6% to the
30-day volume weighted average traded price of 15.15 pence on the LSE as at
11 April 2017) or ZAR2.42 per Placing Share (representing a discount of
approximately 7.6% to 30-day volume weighted average traded price of R2.62
on the JSE as at 11 April 2017);
* The Company will therefore have 2,234,687,537 Ordinary Shares in issue
subsequent to the Bookbuild, which figure may also be used by shareholders
as the denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company;
* The Placing Shares were issued to public shareholders as defined in the JSE
Listings Requirements, comprising existing and new institutional investors;
* The net proceeds of the Placing will be used to fast-track development of
the Company's Elikhulu Tailings Project in South Africa ("Project")
following publication of the Definitive Feasibility Study for the Project
announced on 5 December 2016 and for working capital purposes.
This announcement contains inside information which is disclosed in accordance
with the Market Abuse Regulation.
Unless otherwise defined herein, terms are as defined in the announcements made
on 12 April 2017.
Johannesburg
19 April 2017
Contact information
Corporate Office Registered Office
The Firs Office Building Suite 31
1st Floor, Office 101 Second Floor
Cnr. Cradock and Biermann Avenues 107 Cheapside
Rosebank, Johannesburg London
South Africa EC2V 6DN
Office: + 27 (0) 11 243 2900 United Kingdom
Facsimile: + 27 (0) 11 880 1240 Office: + 44 (0) 207 796 8644
Facsimile: + 44 (0) 207 796 8645
Cobus Loots Deon Louw
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
Phil Dexter John Prior / Paul Gillam
St James's Corporate Services Numis Securities Limited
Limited Nominated Adviser, Joint Broker and Joint
Company Secretary Bookrunner
Office: + 44 (0) 207 796 8644 Office: +44 (0) 20 7260 1000
Sholto Simpson Matthew Armitt / Ross Allister
One Capital Peel Hunt LLP
JSE Sponsor Joint Broker and Joint Bookrunner
Office: + 27 (0) 11 550 5009 Office: +44 (0) 207 418 8900
Jeffrey Couch/Neil Haycock/Thomas Andrew Chubb / Arabella Burwell
Rider Hannam and Partners (Advisory) LLP
BMO Capital Markets Limited Financial Adviser and Joint Bookrunner
Joint Broker Office: +44 (0) 207 907 8500
Office: +44 (0) 207 236 1010
Bobby Morse/Chris Judd Sandra du Toit / Richard Stout
Buchanan Communications The Standard Bank of South Africa Limited
Public & Investor Relations UK Transaction Sponsor and Joint Bookrunner
Office: + 44 (0) 207 466 5000 Office: +27 11 344 5414
Julian Gwillim Julian Grieve / Irshaad Paruk
Aprio Strategic Communications FirstRand Bank Limited (Rand Merchant
Public & Investor Relations SA Bank division)
Office: +27 (0)11 880 0037 Joint Bookrunner
Office: +27 11 282 8000
For more information, please visit www.panafricanresources.com
Important Information
This Announcement may contain forward-looking statements, including but not
limited to statements about the costs of, and the Company's ability to
successfully construct, commission and execute, the Project. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future
and therefore are based on current beliefs and expectations about future
events. Forward-looking statements are not guarantees of future performance and
the Group's actual operating results and financial condition, and the
development of the industry in which it operates may differ materially from
those made in or suggested by the forward-looking statements contained in this
announcement. In addition, even if the Group's operating results, financial
condition and liquidity, and the development of the industry in which the Group
operates are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results or
developments in subsequent periods. Accordingly, prospective investors should
not rely on these forward-looking statements. The Company disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise. None of the
Company, the Directors or the Bookrunners undertake any obligation nor do they
intend to revise or update any document unless required to do so by applicable
law, the Prospectus Rules, the Disclosure Requirements or the Transparency
Rules.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunners or by any of their respective affiliates or agents
as to or in relation to, the accuracy or completeness of this announcement or
any other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
Numis Securities, Hannam and Partners, and Peel Hunt, each of which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority ("FCA"), are each acting exclusively for the Company and no one else
in connection with the Placing, and will not regard any other person (whether
or not a recipient of this document) as a client in relation to the Placing,
and will not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing advice, in
relation to the Placing or any other matter referred to in this Announcement.
Rand Merchant Bank and Standard Bank are each acting exclusively for the
Company and no one else in connection with the Placing, and will not regard any
other person (whether or not a recipient of this document) as a client in
relation to the Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients, nor
for providing advice, in relation to the Placing or any other matter referred
to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed
on the Bookrunners by the Financial Service and Markets Act 2000, as amended,
or the regulatory regime established thereunder, or by the London Stock
Exchange or the AIM Rules for Companies and AIM Rules for Nominated Advisers,
or under the regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
none of the Bookrunners, nor any of their respective affiliates, directors,
officers, employees or advisers accepts any responsibility whatsoever for, or
makes any representation or warranty, express or implied, as to, the contents
of this announcement, including its accuracy or completeness, or for any other
statement made or purported to be made by it, or on behalf of it, the Company,
the Directors or any other person, in connection with the Company, the New
Ordinary Shares and the Placing, and nothing in this document should be relied
upon as a promise or representation in this respect, whether or not to the past
or future. Each of the Bookrunners and their respective affiliates, directors,
officers, employees and advisers accordingly disclaims to the fullest extent
permitted by law all and any responsibility or liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of this Announcement or any such statement.
The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions other than the United Kingdom and the Republic
of South Africa may be restricted by law. Subject to certain exceptions, no
action has been taken by the Company or the Bookrunners that would permit an
offering of the New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in the Excluded Territories or in any other jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by the Company, and the Bookrunners to inform themselves
about, and to observe, any such restrictions.
Any statements contained in this Announcement regarding past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future.
No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current or
future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from them
may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
PAN AFRICAN RESOURCES : Confirmation of listing & pricing of ordinary shares
April 19, 2017 at 11:01 am EDT
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