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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').
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