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PAN AFRICAN RESOURCES PLC - Declaration announcement regarding the proposed rights offer

Release Date: 23/11/2012 14:20
Code(s): PAN     PDF:  
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Declaration announcement regarding the proposed rights offer

                                      Pan African Resources PLC
           (Incorporated and registered in England and Wales under Companies Act 1985
                       with registered number 3937466 on 25 February 2000)
                                             AIM Code: PAF
                                             JSE Code: PAN
                                         ISIN: GB0004300496
                               ISIN for Nil Paid Rights: GB00B85FJG40
                             ISIN for Fully Paid Rights: GB00B8RCBP62
                                     (“Pan African” or “Company”)

DECLARATION ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER OF 25.5 NEW
ORDINARY SHARES FOR EVERY 100 ORDINARY SHARES HELD


1. INTRODUCTION

Pan African shareholders (“Shareholders”) are referred to the announcement published on
7 November 2012, wherein they were advised that the Company proposes to raise approximately
ZAR703 million through the issue of new Pan African ordinary shares (“Rights Shares”) by way of a
Rights Offer (“Rights Offer”). The Rights Offer will be implemented in the ratio of 25.5 Rights Shares
for every 100 Pan African ordinary shares (“Shares”) held and at a subscription price (“Subscription
Price”) of ZAR1.90 per Rights Share.

Shareholders recorded on the Company’s United Kingdom (“UK”) register of members (“UK
Register”) will be required, if taken up, to subscribe for Rights Shares in Pound Sterling (“GBP”). The
GBP Subscription Price has been set using recent average exchange rates and shall be 14 pence per
Rights Share.

Shareholders recorded on Pan African’s UK Register or South African register of members (“SA
Register”) on 14 December 2012 (the “Record Date”), save for, subject to certain exceptions, those
Shareholders with registered addresses, or resident in, certain excluded territories (“Qualifying
Shareholders”), will be entitled to participate in the Rights Offer and to apply for excess Rights
Shares (being Rights Shares in excess of a Qualifying Shareholder’s pro rata entitlement to Rights
Shares) under the Rights Offer (“Excess Shares”).

The implementation of the Rights Offer remains subject to Shareholders voting in favour of the
requisite resolutions to implement the acquisition of all the shares in, and claims against, Evander
Gold Mines Limited and the Rights Offer at the general meeting, to be held on 30 November 2012, as
well as the procurement by the Company of various regulatory approvals in respect of the Rights
Offer.

The expected timetables of principal events in SA and the UK respectively relating to the Rights Offer
are presented below. Shareholders are advised that these timetables are subject to change until such
time as the Rights Offer finalisation announcement has been published by the Company. In the event
that the dates presented below change, Shareholders shall be timeously informed by way of a further
announcement.
2. EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA (“SA”)

The expected timetable of principal events relating to the Rights Offer in SA is set out below.



 Finalisation announcement confirming the dates of the Rights Offer published                        30 November 2012
 Document relating to the Rights Offer published on or after                                         30 November 2012

 Last day to trade in Shares on the exchange operated by JSE Limited (“JSE”) in
 order to settle by the Record Date and to qualify to participate in the Rights           close of business 7 December
 Offer (cum entitlement)                                                                                          2012
 Restriction on transfers between the UK Register and SA Register commences                 5.00 p.m. 7 December 2012
 Listing and trading (on a deferred settlement basis) in letters of allocation on the
 JSE commences                                                                              9.00 a.m.10 December 2012
 Shares commence trading ex-rights on the JSE                                               9.00 a.m.10 December 2012
 Record Date for participation in the Rights Offer and restriction on transfers          close of business 14 December
 between the UK Register and SA Register ends                                                                     2012
 Forms of instruction posted to SA certificated Qualifying Shareholders (“SA
 Qualifying Certificated Shareholders”)                                                              18 December 2012
 SA dematerialised Qualifying Shareholders (“SA Qualifying Dematerialised
 Shareholders”) will have their accounts at their Central Securities Depository
 Participant (“CSDP”) or broker automatically credited with their letters of
           (1)
 allocation (Rights Offer opens)                                                        by 9.00 a.m. 18 December 2012
 SA Qualifying Certificated Shareholders will have their entitlement to letters of
                                                                   (1)
 allocation credited to an account held with the transfer secretary (Rights Offer
 opens)                                                                                  by 9.00 a.m.18 December 2012

 In respect of SA Qualifying Certificated Shareholders wishing to sell all or part of
 their letters of allocation, latest time and date for submission of form of
 instruction to the transfer secretary                                                       12.00 noon 4 January 2013
 Last day to trade in letters of allocation on the JSE to settle trades by the
 closing date of the Rights Offer and to participate in the Rights Offer                                 4 January 2013
 Listing of Rights Shares and trading therein (on a deferred settlement basis) on
 the JSE commences                                                                             9.00 a.m. 7 January 2013
 Rights Offer closes                                                                       12.00 noon 11 January 2013
 Record date for letters of allocation                                                     close of business 11 January
                                                                                                                  2013
 Rights Shares issued                                                                     by 9.00 a.m. 14 January 2013
 SA Qualifying Dematerialised Shareholders’ (or their renouncees’) accounts will
 be updated with Rights Shares and debited with the aggregate Subscription
 Price by their CSDP or broker                                                             by 9.00 a.m.14 January 2013
 Certificates in respect of Rights Shares posted to SA Qualifying Certificated
 Shareholders (or their renouncees) on or about                                            by 9.00 a.m 14 January 2013

 Results of Rights Offer announced on the Stock Exchange News Service                   as soon as practicable after 9.00
 (“SENS”)                                                                                         a.m. 14 January 2013
 Results of Rights Offer published in the SA press                                                     15 January 2013
 SA Qualifying Dematerialised Shareholders’ (or their renouncees’) accounts will
 be updated with Excess Shares (if any) and debited with the Subscription Price           by 9.00 a.m. 16 January 2013
 due

 Share certificates and/or refund cheques in respect of Excess Shares will be
 posted to SA Qualifying Certificated Shareholders (or their renouncees) on or
 about                                                                                                 16 January 2013



Notes:
1.       The Rights Offer is subject to certain restrictions relating to Shareholders with registered addresses in
         excluded territories being the United States, the Commonwealth of Australia, its territories and
         possessions, Canada, Japan, and any other jurisdiction where the extension or availability of the Rights
         Offer (or any transaction contemplated thereby and any activity carried out in connection thereunder)
         would constitute a contravention of applicable law (“Excluded Territories”).

2.       References to times in this timetable are to Johannesburg times.
3.       The times and dates set out in the expected timetable of principal events above may be adjusted by the
         Company in consultation with its advisers, in which event details of the new times and dates will be
         notified to the JSE Limited and, where appropriate, SA Qualifying Shareholders by way of a
         simultaneous Regulatory Information Service (“RIS”) and SENS announcement.

4.       Share certificates may not be dematerialised or rematerialised between 10 December 2012 and
         14 December 2012, both days inclusive.
3. EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN UK

The expected timetable of principal events relating to the Rights Offer in the UK is set out below.



 Finalisation announcement confirming the dates of the Rights Offer                             30 November 2012
 published

 Document relating to the Rights Offer published on or after                                    30 November 2012
 Restriction on transfers between UK Register and SA Register                       5.00 p.m. on 7 December 2012
 commences
 Record Date for entitlement under the Rights Offer for UK Qualifying              5.00 p.m. on 14 December 2012
 Shareholders and restriction on transfers between UK Register and SA
 Register ends
 Despatch of provisional allotment letters to UK certificated Qualifying                        18 December 2012
              (1)
 Shareholders
 Shares marked “ex” by the London Stock Exchange (“LSE”)                          08:00 a.m. on 19 December 2012
 Admission and dealings in Rights Shares in nil paid form (“Nil Paid              08:00 a.m. on 19 December 2012
 Rights”) and rights to acquire New Shares fully paid (“Fully Paid
 Rights”) commence on the AIM Market of the LSE (“AIM”)
 Nil Paid Rights credited to stock accounts in CREST of UK (UK                          as soon as practicable after
                                              (1)
 dematerialised Qualifying Shareholders only)                                     08:00 a.m. on 19 December 2012

 Nil Paid Rights and Fully Paid Rights enabled in CREST                                 as soon as practicable after
                                                                                       08:00 on 19 December 2012
 Recommended latest time and date for requesting withdrawal of Nil Paid               4.30 p.m. on 7 January 2013
 Rights and Fully Paid Rights from CREST (i.e. if your Nil Paid Rights and
 Fully Paid Rights are in CREST and you wish to convert them to
 certificated form)
 Recommended latest time and date for depositing renounced provisional                3.00 p.m. on 8 January 2013
 allotment letters, nil paid or fully paid, into CREST or for dematerialising
 Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if
 your Nil Paid Rights and Fully Paid Rights are represented by a
 provisional allotment letter and you wish to convert them to uncertificated
 form)
 Latest time and date for splitting provisional allotment letters, nil or fully       3.00 p.m. on 9 January 2013
 paid
 Latest time and date for acceptance, payment in full and registration of           11:00 a.m. on 11 January 2013
 renunciation of provisional allotment letters
 Results of Rights Offer announced on RIS                                         as soon as practicable after 7.00
                                                                                            a.m. 14 January 2013

 Dealings in Rights Shares, fully paid, commence on AIM                                08:00 a.m. 14 January 2013
 Rights Shares credited to CREST stock accounts                                                   14 January 2013
 Expected date for crediting Excess Shares to CREST stock accounts                                16 January 2013
 Despatch of definitive share certificates for the Rights Shares in               by no later than 28 January 2013
 certificated form and/or refund cheques in respect of Excess Shares

Notes:
1.       The Rights Offer is subject to certain restrictions relating to Shareholders with registered addresses in
         Excluded Territories.
2.     References to times in this timetable are to London times.
3.     The times and dates set out in the expected timetable of principal events above may be adjusted by the
       Company in consultation with its advisers, in which event details of the new times and dates will be
       notified to the LSE and, where appropriate, UK Qualifying Shareholders by way of a simultaneous RIS
       and SENS announcement.


23 November 2012
Johannesburg

Sole Bookrunner and Lead Corporate Adviser and JSE Transaction Sponsor to the Rights
Offer

One Capital

Independent Sponsor to the Rights Offer

Nedbank Capital

SA Attorneys to the Rights Offer

Cliffe Dekker Hofmeyr Inc.

UK Legal Counsel to the Rights Offer

Fasken Martineau LLP


Enquiries

South Africa                                            UK

Pan African Resources                                   Canaccord Genuity Limited – Nomad and Joint Broker
Jan Nelson, Chief Executive Officer                     Rob Collins / Peter Stewart / Sebastian Jones
+27 (0) 11 243 2900                                     +44 (0) 20 7523 8350

One Capital                                             finnCap Limited – Joint Broker
Sholto Simpson / Megan Young                            Elizabeth Johnson / Joanna Weaving
+27 (0) 11 550 5000                                     +44 (0) 20 7220 0500

Vestor Investor Relations                               St James’s Corporate Services Limited
Louise Brugman                                          Phil Dexter
+27 (0) 11 787 3015                                     +44 (0) 20 7499 3916

                                                        Gable Communications
                                                        Justine James
                                                        +44 (0) 20 7193 7463 / +44 (0) 7525 324431

For further information on Pan African, please visit the website at www.panafricanresources.com

Date: 23/11/2012 02:20:00 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
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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,
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