Wrap Text
Restructure of Long-term Incentive Schemes
Pan African Resources PLC
(Incorporated and registered in England and Wales under Companies Act 1985 with registered number 3937466 on
25 February 2000)
Share code on AIM: PAF
Share code on JSE: PAN
ISIN: GB0004300496
ADR ticker code: PAFRY
(“Pan African” or "the Company")
Restructure of Long-term Incentive Schemes
1. Introduction
Shareholders are advised that the Remuneration Committee of Pan African has recommended to the Company’s board
of directors (“Board”) 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.
As a result, shareholders are notified in accordance with paragraph 3.63 of the JSE Listings Requirements that on
16 September 2020, certain executive directors including the Chief Executive Officer, Cobus Loots and the Financial
Director, Deon Louw, and other prescribed officers of the group (details of which are set out in the table in paragraph
3 below) (“Affected Participants”) have agreed to relinquish the share options issued to them under the Pan African
Corporate Share Option Scheme (“PACOS”). 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 “Relinquished Options”).
In lieu of the relinquishment set out above, restricted class B ordinary shares of no par value (“Class B Shares”) in the
share capital of PAR Gold Proprietary Limited (“PAR Gold”), will be issued to the Affected Participants in terms of a
newly established Pan African B Executive Incentive Scheme (“B-Share Scheme”). The restructuring will result in an
estimated saving to the Company of approximately ZAR 11.6 million (approx. US$0.7 million) whilst maintaining the
alignment between shareholders and management.
2. Overview of the B-Share Scheme and key terms of the Class B Shares
Pan African owns 49% of the issued share capital of PAR Gold.
The Class B Shares are being created to facilitate the B Share Scheme. A summary of the rights and preferences are
provided below:
- the Class B Shares do not confer any right to the holders of the Class B Shares (“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 B Shares;
- each issued Class B Share will entitle a Class B Shareholder 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 B Shares 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 B Share or b) a shortfall in any Distribution Amount owing to a Class B
Shareholder in accordance with the B-Share Scheme Rules;
- Class B Shareholders may not transfer or encumber their Class B Shares other than in accordance with the
provisions of the B Share Scheme Rules or with the prior written approval of the Board.
3. Directors and prescribed officers dealings
The details of the dealings are set out below:
Strike price Number of Class
Total Strike Relinquished
Options / Number of per B-Shares to be
Name of Price for Options
Shares Relinquished Relinquished allocated in lieu
director/ Relinquished Conditionally
Options / Option (Rand) of the
prescribed officer Options Exercisable
Shares Relinquished
(Rand) From
Options
Cobus Loots Options 12,427,686 1.21 15,037,500 30-Jun-20 11,557,748
Cobus Loots Shares 5,000,000 - - - 5,549,831
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 den
Options 8,109,463 1.21 9,812,450 30-Jun-20 7,541,800
Bergh
Bert van den Berg Options 4,049,587 1.21 4,900,000 30-Jun-20 3,766,116
Jonathan Irons Options 4,049,587 1.21 4,900,000 30-Jun-20 3,766,116
Barry Naicker Options 3,471,074 1.21 4,200,000 30-Jun-20 3,228,099
Niel Symington Options 3,140,496 1.21 3,800,000 30-Jun-20 2,920,661
Mthandazo
Options 1,239,669 1.21 1,500,000 30-Jun-20 1,152,893
Dlamini
Hendrik Pretorius Options 1,239,669 1.21 1,500,000 30-Jun-20 1,152,893
54,517,831 56,165,575 52,159,310
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 B Shares to Cobus Loots and Deon Louw constitutes a related party transaction under the
AIM Rules for Companies. The Board, other than Cobus Loots and Deon Louw, 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.
Rosebank
17 September 2020
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
Contact information
Corporate Office Registered Office
The Firs Office Building Suite 31
2nd Floor, Office 204 Second Floor
Cnr. Cradock and Biermann Avenues 107 Cheapside
Rosebank, Johannesburg London
South Africa EC2V 6DN
Office: + 27 (0)11 243 2900 United Kingdom
info@paf.co.za Office: + 44 (0)20 7796 8644
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/Jane Kirton Ross Allister/David McKeown
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
Ciska Kloppers Thomas Rider/Neil Elliot
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited
JSE Sponsor Joint Broker
Office: + 27 (0)11 011 9200 Office: +44 (0)20 7236 1010
Hethen Hira
Pan African Resources PLC
Head : Investor Relations Website: www.panafricanresources.com
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Date: 17-09-2020 04:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
