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PAN AFRICAN RESOURCES PLC - Successful inaugural notes issuance and listing of new financial instruments

Release Date: 09/12/2022 14:40
Code(s): PAN PARS01 PARS02     PDF:  
Wrap Text
Successful inaugural notes issuance and listing of new financial instruments

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 AIM: PAF                                Registration number: 2012/021237/06
Share code on JSE: PAN                                Alpha code: PARI
ISIN: GB0004300496                                    (“PAR Funding Company” or the “Debt
ADR ticker code: PAFRY                                Issuer”)
(“Pan African” or the “Company” or the “Group”)

SUCCESSFUL INAUGURAL NOTES ISSUANCE AND LISTING OF NEW FINANCIAL INSTRUMENTS

The Group and PAR Funding Company are pleased to announce that, following an oversubscribed
bookbuild for Senior Second Ranking Secured Sustainability-linked Notes (“Notes”) on 8 December
2022, it will issue Notes to the value of R800 million (US$46.4 million at an exchange rate of
US$/ZAR17.23).

Investors are advised that the listing date of the Notes will be Tuesday, 13 December 2022.

Cobus Loots, Chief Executive Officer of Pan African Resources, said: “We are delighted to be the first
mining company to issue a sustainability-linked bond in the South African market. These instruments
will further diversify our funding sources, with the proceeds of the issuance applied towards Pan
African’s attractive growth project pipeline.”

Final terms of the inaugural issue of the Notes under its ZAR5 billion domestic medium term note
programme dated 6 December 2022 are set out below:

 Debt security code:                                    PARS01                                  PARS02
 ISIN:                                            ZAG000192758                            ZAG000192766
 Type of debt security:          Senior Second Ranking Secured           Senior Second Ranking Secured
 Listing:                    Sustainability segment of the JSE       Sustainability segment of the JSE
 Guarantors:                        Pan African Resources Plc;              Pan African Resources Plc;
                               Evander Gold Mining Proprietary         Evander Gold Mining Proprietary
                                                      Limited;                                Limited;
                                   Barberton Mines Proprietary             Barberton Mines Proprietary
                                                      Limited;                                Limited;
                                Evander Gold Mines Proprietary          Evander Gold Mines Proprietary
                                                  Limited; and                            Limited; and
                             Pan African Resources SA Holdings       Pan African Resources SA Holdings
                                           Proprietary Limited                     Proprietary Limited
 Issue date:                                  13 December 2022                        13 December 2022
 Issue price:                                             100%                                    100%
 Nominal amount per                               ZAR1,000,000                            ZAR1,000,000
 note:
 Aggregate nominal                              ZAR585,000,000                          ZAR215,000,000
 amount:
 Reference rate:                             3 Month ZAR-JIBAR                       3 Month ZAR-JIBAR
 Margin:                       360 basis points to be added to         375 basis points to be added to
                                            the Reference Rate                      the Reference Rate
 Interest                                     13 December 2022                        13 December 2022
 commencement date:
 Interest payment basis:                         Floating Rate                           Floating Rate

                                                                                                       
 Interest rate                 13 March, 13 June, 13 September         13 March, 13 June, 13 September
 determination date(s):          and 13 December (or the first           and 13 December (or the first
                                 Business Day of each Interest           Business Day of each Interest
                                Period) of each year until the          Period) of each year until the
                                 Maturity Date, with the first           Maturity Date, with the first
                              Interest Rate Determination Date        Interest Rate Determination Date
                                         being 8 December 2022                   being 8 December 2022
 First interest payment      13 March 2023, or, if such day is       13 March 2023, or, if such day is
 date:                        not a Business Day, the Business        not a Business Day, the Business
                           Day on which interest will be paid,     Day on which interest will be paid,
                              as determined in accordance with        as determined in accordance with
                                   the Applicable Business Day             the Applicable Business Day
                                                    Convention                              Convention
 Interest payment              13 March, 13 June, 13 September         13 March, 13 June, 13 September
 dates:                          and 13 December, of each year           and 13 December, of each year
                           until the Maturity Date or, if such     until the Maturity Date or, if such
                                day is not a Business Day, the          day is not a Business Day, the
                                Business Day on which interest          Business Day on which interest
                                will be paid, as determined in          will be paid, as determined in
                                accordance with the Applicable          accordance with the Applicable
                                       Business Day Convention                 Business Day Convention
 Last day to register:          By 17h00 on 2 March, 2 June, 2          By 17h00 on 2 March, 2 June, 2
                                  September and 2 December, of            September and 2 December, of
                            each year until the Maturity Date,      each year until the Maturity Date,
                              or if such day is not a Business        or if such day is not a Business
                             Day, the Business Day before each       Day, the Business Day before each
                                           Books Closed Period                     Books Closed Period
 Books close:               The Register will be closed from 3      The Register will be closed from 3
                               March to 12 March, 3 June to 12         March to 12 March, 3 June to 12
                                       June, 3 September to 12                 June, 3 September to 12
                                September and 3 December to 12          September and 3 December to 12
                               December of each year until the         December of each year until the
                          Maturity Date (all dates inclusive),    Maturity Date (all dates inclusive),
                            or if any early redemption occurs,      or if any early redemption occurs,
                                   10 Days prior to the actual             10 Days prior to the actual
                                               Redemption Date                         Redemption Date
 Business day                           Following Business Day                  Following Business Day
 convention:
 Maturity date:                               13 December 2025                        13 December 2027
 Final maturity amount:                                   100%                                    100%
 Summary of additional       Please refer to Appendix 1 of the       Please refer to Appendix 1 of the
 terms:                          Applicable Pricing Supplement           Applicable Pricing Supplement
                             relating to Sustainability-Linked       relating to Sustainability-Linked
                                                         Bonds                                   Bonds
 Total Programme                              ZAR5,000,000,000                        ZAR5,000,000,000
 amount authorised:
 Dealer:                     Rand Merchant Bank, a division of       Rand Merchant Bank, a division of
                                        FirstRand Bank Limited                  FirstRand Bank Limited


Copies of the applicable pricing supplements, including the sustainability-linked framework and the
Independent Sustainability Advisor’s signed opinion, can be downloaded from the Pan African website
                                                                                                         
at https://www.panafricanresources.com/investors/domestic-medium-term-note-programme/ and
https://www.panafricanresources.com/investors/sustainability-linked-finance-framework/,
respectively.

Certain information communicated in this announcement was, prior to its publication, inside
information for the purposes of Article 7 of Regulation 596/2014.



Rosebank
9 December 2022


JSE Debt Sponsor                                   Legal Advisor
Questco Corporate Advisory Proprietary             Bowman Gilfillan Inc.
Limited

Paying Agent, Issuer Agent, Transfer Agent and Settlement Agent
First Rand Bank Limited (acting through its Rand Merchant division)




                                                                                              

Date: 09-12-2022 02:40:00
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