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Notice of availability of AFS, financial covenant testing, sustainability- linked progress report
Pan African Resources Funding Company Limited
Incorporated in the Republic of South Africa with
limited liability
Registration number: 2012/021237/06
Company code: PARI
(PAR Funding Company or the Issuer)
NOTICE OF AVAILABILITY OF ANNUAL FINANCIAL STATEMENTS, FINANCIAL COVENANT TESTING
AND SUSTAINABILITY- LINKED PROGRESS REPORT
1. Notice of availability of annual financial statements of the Guarantor and the Issuer
Noteholders are advised of the availability of the audited annual financial statements of PAR Funding
Company and of its guarantor, Pan African Resources PLC (the Guarantor) for the year ended 30 June
2023.
The annual financial statements of the Issuer (Issuer Results) can be accessed on the Guarantor’s
website, at the following link: https://www.panafricanresources.com/investors/domestic-medium-
term-note-programme.
The group annual financial statements of the Guarantor and its subsidiaries (Guarantor Group Results)
can be accessed on the Guarantor’s website, at the following link:
https://www.panafricanresources.com/investors/fy2023-key-documents/, as well as via the following
SENS announcement:
https://senspdf.jse.co.za/documents/2023/jse/isse/pan/FYE2023.pdf
Noteholders are further advised that PricewaterhouseCoopers LLP’s audit report on annual financial
statements of the Issuer and the Guarantor was unqualified.
Copies of the aforementioned annual financial results may also be requested by emailing
ExecPA@paf.co.za and electronically via the Issuer’s debt sponsor (sponsor@questco.co.za) at no
charge during business hours.
2. Restatement of previously published results
Noteholders are advised of the following corrections of prior period presentation errors:
2.1. It was established that all loans to fellow subsidiaries were previously classified as current
assets in the Group and Company statements of financial position. As some of these loans are
not expected to be realised within 12 months after the reporting date, they should have been
presented as non-current assets. This resulted in certain restatements in the statements of
financial position, set out on page 68 of the Issuer Results;
2.2. It was established that loans to and from fellow subsidiaries were previously classified as
investing and financing activities in the Company when these should have been presented as
operating activities. This resulted in the following misstatements in the statement of
cashflows:
• A net understatement of cash used in operations of R446 million
• A net overstatement of cash from investing activities of R617 million
• A net overstatement of cash used in financing activities of R171 million
The correction of the above errors on the statement of cashflows is set out on page 69 of the
Issuer Results;
2.3. Finance income earned on loans to subsidiaries was previously included in finance income as
opposed to revenue. As the finance income is earned within the normal operating activities
of the Company, finance income should have been classified as revenue in profit or loss.
Noteholders are referred to page 69 of the Issuer Results.
3. Financial Covenant testing
In accordance with Condition 12.7 of the programme memorandum dated 6 December 2022
(Programme Memorandum), Noteholders are advised that the Financial Covenants, as measured
against the Guarantor Group Results, are contained in the annual results published by the Guarantor.
Noteholders are referred to note 35 of the Guarantor Group Results in this regard.
Investors should note that Condition 12.7 of the Programme Memorandum contains an error as to
the timing of testing and disclosure of the Financial Covenants, which currently refers to disclosure of
Financial Covenants within 5 days of the Measurement Date (as defined in the Programme
Memorandum). The aforementioned timelines will be aligned with the measurement timelines of the
Group’s revolving credit facility (RCF). Investors will be advised once the updated Programme
Memorandum is available for download on the Group’s website.
4. Sustainability-linked notes progress report
Noteholders of the sustainability-linked debt securities noted below are provided with an update on
the progress of the key performance indicators (KPIs) against the baseline/benchmark targets as
verified by the independent external reviewer, as set out in the tables below. The verification report
by the independent external reviewer is available on the Guarantor’s website at
https://www.panafricanresources.com/investors/domestic-medium-term-note-programme/
PARS01
KPI Unit of Baseline SPT 1 PTL 1 Realise SPT Applicable
Measurement d Value Achieved, Margin
as at 30 SPT not Adjustment
June Achieved but
2023 above
PTL/Baseline
or SPT not
Achieved
and below
PTL/Baseline
KPI 1 Energy
consumption
generated from
renewable 5% 3% 6.10% SPT achieved -3
Percentage
means as a 0%
(%)
percentage of
total
energy
consumed
KPI 2
Percentage
Expedited land 0% N/A N/A N/A N/A N/A
(%)
rehabilitation
KPI 3 Total
Employee recordable
safety injuries per 8.95 8.503 Base- 7.96 SPT achieved -1
million hours line
worked
Total Margin
Adjustment -4
PARS02
KPI Unit of Baseline SPT 1 PTL 1 Realised SPT Applicable
Measurement Value Achieved, Margin
as at 30 SPT not Adjustment
June Achieved
2023 but above
PTL/Baseline
or SPT not
Achieved
and below
PTL/Baseline
KPI 1 Energy
consumption
generated from
Percentage
renewable means 5% 3% 6.10% SPT achieved -3
(%) 0%
as a percentage
of total
energy consumed
KPI 2
Percentage
Expedited land 0% N/A N/A N/A N/A N/A
(%)
rehabilitation
KPI 3 Total
Employee safety recordable
injuries per 8.95 8.503 Base- 7.96 SPT achieved -1
million hours line
worked
Total Margin
Adjustment -4
Rosebank
13 September 2023
Debt sponsor
Questco Corporate Advisory Proprietary Limited
Date: 13-09-2023 08:01:00
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