Wrap Text
Proposed Capital Reduction and Notice of General Meeting
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under the Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on LSE: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
ISIN: GB0004300496
ADR ticker code: PAFRY
("Pan African Resources" or the "Company" or the
"Group")
PROPOSED CAPITAL REDUCTION AND NOTICE OF GENERAL MEETING
Shareholders are referred to the announcement published on 22 December 2025, in terms of
which the Company advised, inter alia, that the previously proposed share capital reduction
involving the cancellation of the Company's share premium account and the cancellation and
extinguishment of certain shares in the Company's capital ("Capital Reduction") would not
proceed, as a result of the Court not being satisfied that notice of the general meeting (at which
resolutions were passed to approve and implement the Capital Reduction) had been appropriately
given to all shareholders.
In the circumstances, the Company hereby gives notice that a new general meeting of
shareholders ("General Meeting") will be held at the offices of Druces LLP, Sixth Floor, 99
Gresham Street, London EC2V 7NG on Thursday, 26 March 2026 at 11:00 a.m. (London time).
The purpose of the General Meeting will be to seek, inter alia, a renewed approval of the Capital
Reduction and approval of a proposed amendment to the Company's Articles of Association.
Shareholders are advised that the notice of General Meeting and circular will be distributed to
shareholders today, being Tuesday, 17 February 2026.
The circular provides information, in respect of a capital reduction to enable the Company to pay
future dividends, address the payment of certain past distributions by the Company by way of
dividends, and in respect of certain share buy backs as well as the resultant related party
transactions and a proposed amendment to the Company's Articles of Association. A copy of the
notice of General Meeting and circular are also available at:
https://www.panafricanresources.com/investors/shareholder-announcements/
The chairman's letter has been extracted from the circular and is set out at the end of this
announcement. The defined terms used in the chairman's letter shall have the same meaning as
set out in the circular.
Salient dates relevant to the General Meeting
Record date for receipt of the Circular Wednesday, 11 February 2026
Last day to trade on the JSE in order to vote at the General Thursday, 19 March 2026
Meeting
Last day to trade on the LSE in order to vote at the General Friday, 20 March 2026
Meeting
Record date for purposes of voting at the General Meeting Tuesday, 24 March 2026
Latest time and date for receipt of Forms of Proxy for the 11.00 (London time) a.m. on
General Meeting Tuesday, 24 March 2026
General Meeting 11.00 (London time) a.m. on
Thursday, 26 March 2026
Expected date of initial directions hearing of the Court Wednesday, 15 April 2026
Expected date of Court Hearing to confirm the Capital Tuesday, 28 April 2026
Reduction
Expected effective date for the Capital Reduction Wednesday, 29 April 2026
Notes
1. The expected dates for the confirmation of the Capital Reduction by the Court and the
Capital Reduction becoming effective are based on provisional dates that have been
obtained for the required Court hearings of the Company's application. These provisional
hearing dates are subject to change and dependent on the Court's timetable.
2. The timetable assumes that there is no adjournment of the General Meeting. If there is an
adjournment, all subsequent dates are likely to be adjusted accordingly.
Rosebank
17 February 2026
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
Corporate information
Corporate Office Registered Office
The Firs Building 107 Cheapside, 2nd Floor
2nd Floor, Office 204 London, EC2V 6DN
Corner Cradock and Biermann Avenues United Kingdom
Rosebank, Johannesburg Office: + 44 (0)20 3869 0706
South Africa jane.kirton@corpserv.co.uk
Office: + 27 (0)11 243 2900
info@paf.co.za
Chief Executive Officer Financial Director and debt officer
Cobus Loots Marileen Kok
Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900
Head: Investor Relations Website: www.panafricanresources.com
Hethen Hira
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company Secretary Joint Broker
Jane Kirton Ross Allister/Georgia Langoulant
St James's Corporate Services Limited Peel Hunt LLP
Office: + 44 (0)20 3869 0706 Office: +44 (0)20 7418 8900
JSE Sponsor & JSE Debt Sponsor Joint Broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary BMO Capital Markets Limited
Limited Office: +44 (0)20 7236 1010
Office: + 27 (0) 63 482 3802
Joint Broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
(Berenberg)
Office: +44 (0)20 3207 7800
The chairman's letter (which is dated 17 February 2026) extracted from the circular reads as
follows:
Dear Shareholder,
NOTICE OF GENERAL MEETING
and
PROPOSED CAPITAL REDUCTION
and
PROPOSED RECTIFICATION OF RELEVANT DISTRIBUTIONS
and
PROPOSED RELATED PARTY TRANSACTIONS
and
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
1. Introduction
As explained in the 2025 AGM Circular, the Company discovered that the final dividend paid by the
Company on 10 December 2024 and the buy back by the Company of Ordinary Shares in July 2025 were
otherwise than in accordance with the strict formalities of the Companies Act 2006. In relation to both cases,
the 2024 Interim Accounts (which demonstrated that the Company had sufficient distributable reserves to
pay the 2024 Dividend and make the 2025 Buybacks) were posted to the Registrar of Companies in
accordance with the requirements of the Act, but not received by the Registrar of Companies. The fact that
the Registrar of Companies did not receive the 2024 Interim Accounts constitutes a procedural breach of
the Act.
The Company therefore included the 2025 Capital Reduction Resolutions in the 2025 Notice of AGM in
order to rectify the Relevant Distributions by implementing the Proposed 2025 Capital Reduction. The first
court hearing in respect of the Proposed 2025 Capital Reduction was on Friday, 19 December 2025. At that
hearing the Court was not satisfied that the notice of the 2025 Capital Reduction Resolutions had been
appropriately given to all Shareholders. Certain Shareholders in South Africa had indicated that they would
not normally wish to receive notices from the Company and hence did not receive the formal notification of
the Proposed 2025 Capital Reduction. Notwithstanding that several of the Shareholders in this category
became aware of the 2025 AGM through other means and voted on the 2025 Capital Reduction Resolutions
in any event, the Court determined that the Proposed 2025 Capital Reduction could not proceed on the
timetable originally envisaged.
The Company is therefore convening the General Meeting in a manner which it believes will satisfy the
Court that appropriate notice has been given to all Shareholders of the Capital Reduction Resolutions. The
purpose of this document is to provide you with information about: the General Meeting and the Capital
Reduction; the proposed rectification of Relevant Distributions; the related party transactions; the proposed
amendment to the Articles; and to explain why the Board considers the Proposals to be in the best interests
of the Company and its Shareholders as a whole and unanimously recommends that you vote in favour of
the Resolutions (including the Capital Reduction Resolutions).
This document also provides the details of the General Meeting that will be held at the offices of Druces
LLP, Sixth Floor, 99 Gresham Street, London EC2V 7NG on Thursday, 26 March 2026 at 11:00 a.m.
(London time) to consider the resolutions (including the Capital Reduction Resolutions) that will be put to
Shareholders for approval.
The entry by the Company into the Directors' Deeds of Release will be a related party transaction for the
purposes of UKLR 8.1.7R. Shareholders are directed to paragraph 7 below for further information about
the related party transactions. The JSE has resolved not to impose any further JSE Listings Requirements,
subject to the Directors not voting on the shareholders' resolution as it relates to the waiver of claims for
directors.
Shareholders should note that, unless the Capital Reduction Resolutions are approved at the General
Meeting and the Court subsequently confirms the Capital Reduction:
A) the Capital Reduction will not take effect; and
B) the declaration and making of distributions otherwise than in accordance with the Act will not be
rectified.
If the Capital Reduction Resolutions are not all approved, then the Company will retain a potential
right to make claims against the Recipient Shareholders for recovery of the payment of the Relevant
Distributions. There is no certainty that judgment would be successfully obtained by the Company
against the Recipient Shareholders or that any amount could be recovered if the Company sought
to pursue these potential claims.
If the Capital Reduction Resolutions are not all approved, then the Company has a potential right
to bring claims against the Directors in relation to the payment of the Relevant Distributions. There
is no certainty that judgment would be successfully obtained by the Company against the Directors
or that any amount could be recovered if the Company sought to pursue these potential claims.
The passing or failure to pass the Articles Amendment Resolution will not affect the Capital
Reduction or the ability of the Company to make a claim against the Recipient Shareholders for
recovery of the payment of the Relevant Distributions and/or a claim against the Directors in relation
to the payment of the Relevant Distributions.
Part II of this document contains definitions of words and terms that have been used throughout it. Please
refer to Part II as you review this document.
2. Background to, and reasons for, the Capital Reduction
The Act requires that a company must have distributable profits in order to be able to declare and pay a
dividend. A company's distributable profits are determined by reference to its most recent audited accounts.
Where a company's most recent audited accounts do not show that the company has sufficient distributable
profits to justify the payment of a dividend then that company may justify the payment of a dividend by
reference to accounts (referred to as "interim accounts") prepared in accordance with section 838 of the
Act. In the case of a public limited company, those interim accounts must be delivered to the Registrar of
Companies.
The Board was aware that the Company would not have sufficient distributable profits as at 30 June 2024
to pay a dividend because the share capital reduction that the Company undertook in 2024 was not going
to become effective until July 2024. Accordingly, the Company prepared interim accounts as at 31 July
2024 for the purposes of section 838 of the Act (the "2024 Interim Accounts") and the 2024 Interim
Accounts were posted to the Registrar of Companies.
On 10 December 2024 the Company paid a final dividend (the "2024 Dividend") of ZA 22.00000 cents per
Ordinary Share (or approximately US1.20946 cents per Ordinary Share (using an exchange rate of US$1
= ZAR 18.19) or approximately 0.95611 pence per share (using an exchange rate of £1 = ZAR 23.01). The
2024 Dividend amounted in approximately US$28.249 million in aggregate.
In July 2025 the Company acquired a total of 2,003,735 Ordinary Shares (the "2025 Buybacks") for a total
consideration of £958,169. The 2025 Buybacks comprised the acquisition by the Company of 420,317
Ordinary Shares on 1 July 2025; 400,000 Ordinary Shares on 2 July 2025; 450,002 Ordinary Shares on 3
July 2025; 150,000 Ordinary Shares on 7 July 2025; and 583,416 Ordinary Shares on 9 July 2025.
A company may only acquire its own shares when the purchase price for such acquisition is paid out of
profits available for distribution (as determined in accordance with the Act) or out of the proceeds of a fresh
issue of shares for that purpose. The determination of the level of distributable profits for the purchase of
an own share acquisition engages the same principles as dividends.
It has come to the attention of the Company that, although the 2024 Interim Accounts were posted to the
Registrar of Companies, the 2024 Interim Accounts were not received by the Registrar of Companies. The
fact that the Registrar of Companies did not receive the 2024 Interim Accounts constitutes a procedural
breach of the Act.
Under the Act, a company may, with the sanction of a special resolution passed by its shareholders and
confirmation of the Court, reduce or cancel its share capital, share premium account, and other reserves.
It may then apply the sums resulting from such reduction to its distributable reserves. These sums may
then be treated as distributable for the purposes of making future returns to Shareholders.
The Company had at 30 June 2025, a Share Premium Account standing to the credit of US$10,877,178,
all of which arose on the issue of Ordinary Shares as part of the consideration for the completion of the
acquisition by the Group of the entire issued share capital of Tennant Consolidated Mining Group Pty Ltd.
The Act requires that if a company issues shares at a premium to the nominal value of those shares for
cash or otherwise, a sum equal to the aggregate amount or value of the premiums must be transferred to
the company's share premium account. A share premium account can only be used in very limited
circumstances. The Company intends to reduce the Share Premium Account in full.
The Share Premium Account is a statutory reserve in respect of which the Court has the power to confirm
the reduction or cancellation.
Similarly, the Court has power to confirm the extinction and cancellation of the shares that were the subject
of the 2025 Buybacks. If the shares that were the subject of the 2025 Buybacks had been acquired in
accordance with the Act, the shares would have been cancelled and the nominal value of the shares so
cancelled transferred to the credit of the Company's capital redemption reserve.
Both the cancellation of the Share Premium Account and the extinction and cancellation of the shares that
were the subject of the 2025 Buybacks will comprise the "Capital Reduction" that shareholders will be asked
to approve and the Court asked to confirm.
The Capital Reduction, if approved, will provide the Company with the flexibility to continue with its existing
progressive dividend policy and will allow the rectification of the Relevant Distributions which have been
paid otherwise than in accordance with the Act as described in paragraph 2 above.
3. Payment of Relevant Distributions
The consequence of the Relevant Distributions being made otherwise than in accordance with the Act is
that the Company may have a claim against all shareholders (former or present) who received any such
distribution (up to the maximum value of cumulative distributions received by each shareholder from the
Relevant Distributions) as well as a claim against all Directors (individually or in aggregate) who approved
the making of the Relevant Distributions, up to the total aggregate value of approximately US$28.249 million
in respect of the 2024 Dividend and £958,169 in respect of the 2025 Buybacks.
The Company has entered into the Shareholders' Deed of Release and seven Directors' Deeds of Release
(i.e. a separate deed with each Director). The Shareholders' Deed of Release and seven Directors' Deeds
of Release are all conditional upon the Capital Reduction becoming effective and the passing of the Capital
Reduction Resolutions. The consequence of the entry into these deeds by the Company is that the
Company will be unable to make any claims against: (a) the Recipient Shareholders; and (b) the Directors,
in each case in respect of the Relevant Distributions.
In addition, the Company has entered into the Peel Hunt Deed of Release with Peel Hunt. Under the Peel
Hunt Deed of Release, which is conditional upon the Capital Reduction becoming effective and the passing
of the Capital Reduction Resolutions, the Company waived and released Peel Hunt from any and all claims
which the Company has, or may have, in respect of the 2025 Buybacks and Peel Hunt waived and released
the Company from any and all claims which Peel Hunt has, or may have, in respect of the 2025 Buybacks.
The entry by the Company into the Directors' Deeds of Release constituted a related party
transaction (as defined in the UKLR). This is because each of the Directors is deemed to be a related
party under the UKLR and they will be released from any liability to repay any amounts of the
Relevant Distributions pursuant to the Directors' Deeds of Release (as applicable). Paragraph (v) of
the Consequential and Releasing Resolution will seek the specific approval of the Company's shareholders
for the entry into the Directors' Deed of Release.
4. The Capital Reduction
As a result of the Company's stated desire to continue with its existing progressive dividend policy, and in
order to rectify the Relevant Distributions made otherwise than in accordance with the Act, the Company
must undertake the Capital Reduction to provide it with the necessary distributable reserves.
In addition to the approval by Shareholders of the cancellation of the share premium account, the reduction
of capital requires the approval of the Court. Accordingly, following the General Meeting, an application will
be made to the Court in order to confirm and approve the reduction of capital.
In providing its approval of the Capital Reduction, the Court may require measures to be put in place for
the protection of creditors (including contingent creditors) of the Company whose debts remain outstanding
on the relevant date, except in the case of creditors who have consented to the Capital Reduction.
Shareholders should note that (although the Group has debt and creditors) the Company itself (which will
be the entity considered by the Court) has no senior debt and only minor creditors for service providers to
the Company are expected. Such creditor protection measures may include seeking the consent of the
Company's creditors to the Capital Reduction or the provision by the Company to the Court of an
undertaking to deposit a sum of money into a blocked account created for the purpose of discharging the
non-consenting creditors of the Company or an undertaking to treat as undistributable for the time being
certain sums representing the realisation of "hidden value" in the balance sheet as at the Effective Date.
It is anticipated that the initial directions hearing in relation to the Capital Reduction will take place on
Wednesday, 15 April 2026, with the final Court Hearing taking place on Tuesday, 28 April 2026 and the
Capital Reduction becoming effective on the following day, following the necessary registration of the Court
Order at Companies House.
There will be no change in the number of Ordinary Shares in issue (or their nominal value) following the
implementation of the Capital Reduction and no new share certificates will be issued as a result of the
Capital Reduction. The Capital Reduction itself will not involve any distribution or repayment of capital or
share premium by the Company and will not reduce the underlying net assets of the Company. The
distributable reserves arising on the Capital Reduction will, subject to the discharge of any undertakings
required by the Court as explained above, support the Company's ability to pay dividends should
circumstances in the future make it desirable to do so and the appropriation of profits to ratify relevant
accounting entries.
Shareholders should note that if, for any reason, the Court declines to approve the Capital Reduction, the
Capital Reduction will not take place. The Board reserves the right to abandon or to discontinue (in whole
or in part) the application to the Court in the event that the Board considers that the terms on which the
Capital Reduction would be (or would be likely to be) confirmed by the Court would not be in the best
interests of the Company and/or its Shareholders as a whole. The Board has undertaken a thorough and
extensive review of the Company's liabilities (including contingent liabilities) and considers that the
Company will be able to satisfy the Court that there is no real likelihood that any creditor of the Company
would be prejudiced by the Capital Reduction.
5. General Meeting and the Capital Reduction Resolutions
The Notice of General Meeting is set out in Part IV of this document.
The General Meeting will take place at the offices of Druces LLP, Sixth Floor, 99 Gresham Street, London
EC2V 7NG at 11.00 a.m. (London time) on 26 March 2026 to consider the Resolutions (including the Capital
Reduction Resolutions) that will be put to Shareholders for approval.
At the General Meeting, the three Capital Reduction Resolutions will (in addition to the Articles Amendment
Resolution) be proposed to Shareholders. All the Capital Reduction Resolutions will be proposed as special
resolutions.
The first Capital Reduction Resolution (the "Dividend Approval Resolution") will be to approve the
appropriation to the year ended 30 June 2024 of the distributable profits of the Company as at 31 July 2024
(as shown in the 2024 Interim Accounts) in respect of the payment of the 2024 Dividend.
The second Capital Reduction Resolution (the "Reduction Approval Resolution") will have two limbs to it,
both of which are subject to confirmation of the Court (with such confirmation being at the Court's discretion)
and are summarised below:
• the first limb is to approve the cancellation of the Company's share premium account (the "Capital
Reduction"); and
• the second limb, is to reduce the share capital of the Company by cancelling and extinguishing the
2,003,735 Ordinary Shares repurchased for and on behalf of the Company between 1 and 9 July
2025 (the "Cancellation Shares"), for a total consideration of £958,169.
The third Capital Reduction Resolution (the "Consequential and Releasing Resolution") will have five limbs
to it, each of which are subject to the passing of the Reduction Approval Resolution and the confirmation
of the Court (with such confirmation being at the Court's discretion) and are summarised below:
• the first limb is to confirm that, so far as possible, any amount released by such reductions of capital
be credited to the distributable profits of the Company and all necessary sums thereafter be
attributed from such distributable profits to the payment of the 2024 Dividend and to the payment
of the purchase proceeds paid in respect of the 2025 Buybacks;
• the second limb is to confirm that the amount equivalent to the nominal value of the Cancellation
Shares purportedly purchased pursuant to the 2025 Buybacks from the Company's share capital
be transferred to the credit of the Company's capital redemption reserve;
• the third limb is to approve the release and waiver of all claims which the Company may have in
respect of the Relevant Distributions against previous and current Shareholders and their
successors in title and to ratify and authorise the Company's entry on 16 February 2026 into a deed
of release in respect of such matters;
• the fourth limb is to approve the release and waiver by the Company of any claims which it has or
may have against Peel Hunt in respect of the 2025 Buybacks (and the reciprocal release and waiver
by Peel Hunt of any claims which Peel Hunt has or may have against the Company) in respect of
the 2025 Buybacks and to ratify and authorise the Company's entry on 16 February 2026 into a
deed of release in respect of such matters; and
• the fifth limb is to approve the release and waiver of all claims which the Company may have in
respect of the Relevant Distributions against the directors (and their personal representatives and
successors in title) at the time of declaration and payment of each of the Relevant Distributions and
to ratify and authorise the Company's entry on 16 February 2026 into separate deeds of release
with each of the Directors in respect of such matters.
The Capital Reduction Resolutions (being special resolutions) will be passed if 75% or more of the votes
cast (in person or by proxy) at the General Meeting are in favour of the Capital Reduction Resolutions.
6. The effect of the Capital Reduction Resolutions and the Capital Reduction
The Company has been advised that the approach the Company is proposing by way of the Capital
Reduction Resolutions is consistent with the approach taken by other UK incorporated publicly quoted
companies which have made distributions otherwise than in accordance with the Act and which have made
share buy backs which may not have been in accordance with the Act.
The Capital Reduction Resolutions, the full text of which are set out in the Notice of General Meeting, are
to be proposed as special resolutions and, if passed, will, in conjunction with the relevant deeds of release,
put all potentially affected parties in the position, so far as possible, in which they were always intended to
be, had the 2024 Dividend been made in accordance with all of the procedural requirements of the Act and
as if the 2025 Buybacks had been made in accordance with all of the procedural requirements of the Act.
The proposed authorisation of the appropriation of the Company's distributable profits to the payment of
the Relevant Distributions and the entry by the Company into the Shareholders' Deed of Release, will not
have any effect on the Company's financial position. This is because the aggregate amount of the Relevant
Distributions is equal to, and offset by, the release of each Recipient Shareholder from their liability to repay
the amount already paid to them in respect of their respective Relevant Distributions, and the Company will
not be required to make any further payments to shareholders in respect of the Relevant Distributions.
The entry by the Company into the Directors' Deeds of Release does not have any impact on the
Company's financial position as the Company has not recorded or disclosed its right to potentially make
claims against the Directors in respect of the Relevant Distributions as an asset or contingent asset of the
Company.
7. Related Party Transactions with the Directors
The entry by the Company on 16 February 2026 into the Directors' Deeds of Release and consequential
waiver of any rights of the Company to make claims against directors in respect of the Relevant
Distributions, constitutes a related party transaction pursuant to Rule 8 of the UKLR as each of the Directors
is a related party for the purposes of the UKLR.
Accordingly, as required by UK Listing Rule 8.2.1R, the Board is required to obtain an opinion from a
sponsor that each of: i) the waiver of claims in connection with the Relevant Distributions; and ii) the entry
into a deed of release for such purpose, are fair and reasonable so far as the shareholders of the Company
are concerned (together the "Related Party Transaction"). The Board, having been so advised by Peel Hunt
LLP acting in its capacity as the Company's Sponsor, unanimously considers the Related Party Transaction
is fair and reasonable as far as the Company's shareholders are concerned.
In addition, the Capital Reduction Resolutions will be approved by the Shareholders who are not interested
related parties in respect of the Directors' Deeds of Release. Accordingly, the Directors have each
undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain,
from voting on the Capital Reduction Resolutions.
8. Reason why the Proposed 2025 Capital Reduction did not proceed
As mentioned above, it is the practice in South Africa that a shareholder in South Africa can indicate to a
company that it/he/she does not want to receive all the documents or communications that a company
issues to shareholders. Such a shareholder is known as a "No indicator". If a shareholder in South Africa is
not a "No indicator" then they are considered to be a "Yes indicator". A company can take a decision to
override a "No indicator" request for certain important corporate actions. Shareholders in South Africa who
are "No indicators" would nonetheless be able to access all documents or communications issued to
Shareholders on the Company's website.
The Company did not override a "No indicator" request in relation to the 2025 AGM Circular, incorporating
the 2025 Notice of AGM as the Company did not believe the 2025 AGM involved issues of sufficient gravity
to justify overriding the "No indicators" requests. Shareholders in South Africa who are "No indicators" would
in any event have been able to access the 2025 AGM Circular, incorporating the 2025 Notice of AGM on
the Company's website. Further, the Ordinary Shares held by "No indicators" are predominately held by
institutional shareholders, which includes custodians and other dematerialised Shareholders. It is normal
practice for Strate Proprietary Limited, the central securities depository in South Africa, being responsible
for the electronic clearing and settlement system provided to the JSE, to send a swift message to custodians
and other dematerialised shareholders informing them of announcements released and/or documents
issued by companies listed on the JSE. Stockbrokers or custodians then typically advise the underlying
beneficial shareholders for which they hold shares on behalf of, including "No indicators", of the availability
of announcements and company documents in accordance with the account mandates between the parties.
The fact and nature of the business of the 2025 AGM was announced on the Stock Exchange News
Services of the JSE on 28 October 2025.
Notwithstanding that several of the Shareholders in this category became aware of the 2025 AGM through
other means and voted on the 2025 Capital Reduction Resolutions in any event, at the hearing held on 19
December 2025, the Court determined that the Proposed 2025 Share Capital Reduction could not proceed
on the timetable originally envisaged. Because of that determination by the Court, the Company has
overridden the "No indicator" request in relation to this Circular, which therefore will be distributed to all
Shareholders recorded in the Company's share register on Wednesday, 11 February 2026, being the record
date for receipt of this Circular, including those who have submitted a "No indicator" request.
9. Proposed change to the Articles
Article 64 of the Articles, deals with how notice of general meetings may be served on Shareholders.
Resolution 4 is being proposed as a special resolution in order to add the following sentence to the end of
Article 64 of the Articles: "Notwithstanding the foregoing, save insofar as the directors consider it appropriate
to do so, the Company need not give notice of any general meeting to any member of the Company who
has been recorded by the Company's transfer secretaries in the Republic of South Africa as being a "no
indicator" (that is as a person not wishing to receive communications and or documents issued by the
Company to members of the Company, including any notice of general meeting of the Company) and any
general meeting so convened shall be valid and effective in all respects."
The intention of this amendment is to ensure that in future the Company will not need to override a "No
indicator" request in order to ensure that the Court considers that notice of a general meeting has been
properly given.
10. Taxation position of UK shareholders
The following comments are intended as a general guide only and relate only to certain UK tax
consequences of the Capital Reduction. The comments are based on current legislation and HM Revenue
& Customs published practice, both of which are subject to change, possibly with retrospective effect. These
comments deal only with Shareholders who are resident for taxation purposes in the UK, who are the
absolute beneficial owners of the Ordinary Shares and who hold them as an investment and not in a trading
account ("UK Shareholders"). They do not deal with the position of certain classes of Shareholders, such
as dealers in securities, insurance companies, collective investment schemes or persons regarded as
having obtained their Ordinary Shares by reason of employment.
Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation
in any jurisdiction other than the UK should consult their own professional taxation advisor
immediately.
The Capital Reduction
The Capital Reduction should not have any consequences for UK Shareholders for the purposes of UK
taxation of chargeable gains ("CGT"), UK income tax or UK corporation tax.
UK stamp duty and stamp duty reserve tax
No stamp duty or stamp duty reserve tax will be payable on the Capital Reduction.
11. Action to be taken in respect of the General Meeting
Shareholders can appoint a proxy electronically using the Investor Centre app or online at
https://uk.investorcentre.mpms.mufg.com/. Details of how to appoint a proxy in this way are set out on
pages 22 to 23 of this Circular. Details of how to complete, or request an additional, hard copy Form of
Proxy are set out on pages 23 to 29 of this Circular. To be valid, a Form of Proxy must be returned as soon
as possible and so as to be received by the Registrars by not later than 11.00 a.m. (London time) on
Tuesday, 24 March 2026.
The completion and return of the Form of Proxy will not prevent you from attending and voting at the General
Meeting in person.
In accordance with current best practice and to ensure voting accurately reflects the views of Shareholders,
it will be proposed at the General Meeting that voting on the Resolutions (including the Capital Reduction
Resolutions) will be conducted by poll vote rather than by a show of hands and the relevant procedures will
be explained at the General Meeting.
If the Capital Reduction Resolutions are not all passed, the Company may continue to have claims
against the Directors and Recipient Shareholders.
12. Questions
If you wish to ask a question relating to the business of the General Meeting in advance, please submit
your questions to info@paf.co.za or jane.kirton@corpserv.co.uk, please include in your email: the
shareholder's full name, number of shares held and telephone contact details.
13. Recommendation
The Board considers the Resolutions (including the Capital Reduction Resolutions) to be in the best
interests of the Company and its Shareholders as a whole and the Board unanimously recommend that
you vote in favour of the Resolutions to be proposed at the General Meeting.
In addition, the Directors have each undertaken to abstain, and to take all reasonable steps to ensure that
their respective associates abstain, from voting on the Capital Reduction Resolutions. The aggregate
shareholdings of the Directors are 9,475,854 Ordinary Shares representing approximately 0.41% of the
Ordinary Shares in issue at the date of this Circular. The Directors may vote on the Articles Amendment
Resolution and intend to vote, and to take all reasonable steps to ensure that their respective associates
vote, in favour of the Articles Amendment Resolution.
Yours faithfully
Keith Spencer
Non-executive Chairman
Date: 17-02-2026 09:00:00
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