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PAN AFRICAN RESOURCES PLC - Publication of Prospectus

Release Date: 03/12/2012 09:59
Code(s): PAN     PDF:  
Wrap Text
Publication of Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE THE RELEASE, PUBLICATION
OR DISTRIBUTION OF THIS ANNOUNCEMENT IS NOT PERMITTED BY APPLICABLE LAW OR REGULATION


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 (JSE Code: PANN)
 ISIN for Fully Paid Rights: GB00B8RCBP62
   (“Pan African” or “Company”)

Publication of Prospectus


The Board of Pan African Resources plc announces the publication of its prospectus (the "Prospectus") in
connection with its proposed Rights Offer, details of which were announced 23 November 2012.

The Prospectus has been approved by the UK Listing Authority. A copy of the Prospectus will be available
shortly, subject to regulatory restrictions, from www.panafricanresources.com and a copy has been submitted
to the National Storage Mechanism and will shortly be available for inspection at:
www.hemscott.com/nsm.do

3 December 2012

Sponsor

One Capital

Independent Sponsor

Nedbank Capital


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 / Joe
+27 (0) 11 243 2900                                  Weaving
                                                     +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
SHAREHOLDER ENQUIRIES

UK Shareholders: contact the UK Shareholder Helpline on 0871 664 0321 (from inside the United
Kingdom) or +44 20 8639 3399 (from outside the United Kingdom). This Shareholder Helpline is available
from 9.00 am to 5.30 pm (London time) Monday to Friday. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider’s network extras. Calls to the helpline from
outside the UK will be charged at applicable international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

South African Shareholders: contact the South African Shareholder Helpline on (011) 370 5000 (from
inside South Africa) or +27 11 370 5000 (from outside South Africa). This SA Shareholder Helpline is
available from 7.30 am to 5.30 pm (Johannesburg time) Monday to Friday (except public holidays).

Please note that for legal reasons, the South African and UK Shareholder helplines are only able to
provide information contained in the Prospectus and information relating to Pan African’s register of
members and are unable to give advice on the merits of the Rights Offer, or provide legal, financial, tax or
investment advice.

This announcement is not an advertisement nor a prospectus and investors should not subscribe for or
purchase any Nil Paid Rights, Fully Paid Rights, Letters of Allocation or New Shares referred to in this
announcement except on the basis of information in the Prospectus which, , is expected to be published
by the Company today in connection with the Rights Offer. Copies of the Prospectus will, following
publication, be available from the Company's registered office. This announcement does not constitute, or
form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of
or issue, or any solicitation or any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire
or subscribe for, any security in the capital of the Company in any jurisdiction. Any decision to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid
Rights, Fully Paid Rights, Letters of Allocation and/or New Shares should only be made on the basis of
information contained in and incorporated by reference into the Prospectus which contains further details
relating to the Company in general as well as a summary of the risk factors to which an investment in the
New Shares is subject. Nothing in this announcement should be interpreted as a term or condition of the
Rights Offer. Subject to certain exceptions, the Prospectus will not be available to Shareholders located in
Excluded Territories (as defined in the Prospectus). This announcement is not directed to, or intended for
distribution or use by, any person or entity that is a citizen or resident or located in any locality, state,
country or other jurisdiction where such distribution, publication, availability, or use would be contrary to
law or regulation which would require any registration or licensing within such jurisdiction.

This announcement and the information contained herein is not an offer of securities for sale in the United
States. The Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation, the New Shares and the
Provisional Allotment Letters have not been and will not be registered under the US Securities Act of
1933 (the "Securities Act"), or with any securities regulatory authority of any State or jurisdiction of the
United States and may not be offered, sold, resold, pledged, taken up, exercised, renounced or otherwise
delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any State or other jurisdiction of the United
States. No public offering of the Nil Paid Rights, the Fully Paid Rights, the Letters of Allocation, the New
Shares or the Provisional Allotment Letters will be made in the United States. No money, securities or
other consideration from any person inside the United States is being solicited and, if sent in response to
the information contained in this announcement, will not be accepted.

This announcement does not constitute an offer of Nil Paid Rights, Fully Paid Rights, Letters of Allocation,
New Shares or Provisional Allotment Letters to any person with a registered address in, or who is
resident in, Australia, Canada or Japan. None of the Nil Paid Rights, the Fully Paid Rights, the Letters of
Allocation, the New Shares, the Provisional Allotment Letters or the Forms of Instruction has been or will
be registered under the relevant laws of any state, province or territory of Australia, Canada or Japan.
Subject to certain limited exceptions, neither the Prospectus, the Provisional Allotment Letter, the Forms
of Instruction nor this announcement will be distributed in or into Australia, Canada or Japan. The release,
publication or distribution of this announcement in certain jurisdictions may be restricted by law and
therefore persons in such jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.


                                                    Page 2
Neither the content of the Company's website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms
part of, this announcement.

Unless stated otherwise all definitions in this announcement have the same meaning as those set out in
the Prospectus.




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