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Acquisition of a further interest in Shanduka Gold and vendor placing
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
(“Pan African” or the “Company”)
ACQUISITION OF A FURTHER INTEREST IN SHANDUKA GOLD AND VENDOR PLACING
1. INTRODUCTION
Pan African shareholders (“Shareholders”) are referred to the announcement published by the Company
on 23 February 2016 (“SBSA Announcement”), wherein Shareholders were advised that the Company
had entered into an agreement to acquire the Standard Bank of South Africa Limited’s (“SBSA”) 16.9%
interest in Shanduka Gold Proprietary Limited (“Shanduka Gold”) (“SBSA Transaction”).
Shanduka Gold’s only assets are its 23.8% interest in Pan African’s issued ordinary share capital and its
interest in a notional loan (as more fully described in section 2 below). Shanduka Gold is currently (i.e.
before implementation of the SBSA Transaction) owned by the following entities:
- The Mabindu Business Development Trust (“Mabindu”) (49.5%);
- Jadeite Limited (“Jadeite”) (33.6%); and
- SBSA (16.9%).
Further to the SBSA Announcement, Shareholders are advised that, pursuant to Shanduka Gold’s
memorandum of incorporation (“MOI”), Jadeite has exercised a tag-along right in terms of which Pan
African was required to make an offer to acquire Jadeite’s Shanduka Gold shares. Accordingly, Pan
African will present an offer (“Offer”) to Jadeite to acquire its 33.6% interest in Shanduka Gold subject to
certain terms and conditions (“Jadeite Transaction”) on materially the same terms as the SBSA
Transaction. The Offer remains subject to acceptance by Jadeite.
If Jadeite accepts the Offer, the SBSA Transaction and the Jadeite Transaction (the “Transactions”) are
expected to be concluded simultaneously on or about 7 June 2016. The aggregate purchase consideration
payable by Pan African pursuant to the Transactions is approximately R545.6 million (£23.9 million)
(“Purchase Consideration”) which shall be settled in cash from the Company’s existing reserves and
facilities, and from the proceeds of a vendor consideration placing (“Vendor Placing”) of new Pan African
ordinary shares (“PAR Shares”), as explained below.
A maximum of 111 711 791 PAR Shares (“Placement Shares”) are to be issued in consideration of a
portion of the Purchase Consideration and will be issued by Pan African to certain Shareholders and new
institutional investors (“Investors”) pursuant to a vendor consideration placing (“Vendor Placing”). The
Transactions are not conditional upon the implementation of the Vendor Placing. Completion of the Vendor
Placing is subject to, inter alia, the Jadeite Transaction becoming unconditional in all respects and
approval for the listing and admission of the Placement Shares to trading on AIM and the exchange
operated by the JSE Limited (“Main Board”).
In anticipation of completion of the Vendor Placing, Pan African has concluded a bookbuild in terms of
which it has secured undertakings from the Investors to acquire the Placement Shares. Should the Vendor
Placing proceed, the Placement Shares shall be acquired by the Investors for R3.25 (approximately 14.25
pence) per share (the “Placing Price”), being a premium of 5.1% to the 30 day volume weighted average
traded price of a PAR Share as at 25 May 2016, to raise a maximum of R363.1 million (£15.9 million) and
the remaining portion of the Purchase Consideration will be settled in cash by Pan African using its existing
cash reserves and funding facilities.
The Vendor Placing comprises two separate but simultaneous and co-ordinated vendor placings in the
United Kingdom and South Africa. The Company has entered into a placing agreement (the “Placing
Agreement”) with Numis and Peel Hunt (together the “UK Bookrunners”), pursuant to which the UK
Bookrunners have agreed, in accordance with its terms, to use their reasonable endeavours to procure on
behalf of the Company subscribers for the Placement Shares at the Placing Price in the United Kingdom.
The Placing Agreement contains customary warranties given by the Company to the UK Bookrunners as
to matters relating to the Company and its business and a customary indemnity given by the Company to
the UK Bookrunners in respect of liabilities arising out of or in connection with the Vendor Placing. The UK
Bookrunners are entitled to terminate the Placing Agreement in certain circumstances prior to admission of
the Placement Shares, including circumstances where any of the warranties are found not to be true or
accurate or were misleading and upon the occurrence of certain other events. The Placing Shares will
represent, in aggregate, approximately 5.7% of the enlarged issued share capital of the Company following
the Vendor Placing. The Placement Shares will be issued to Investors credited as fully paid and will, upon
issue, rank pari passu in all respects with the Pan African ordinary shares then in issue, including all rights
to receive all dividends and other distributions declared, made or paid following admission and listing of
such Pan African ordinary shares. The Placement Shares are not being made available to the public or
being offered or sold in any jurisdiction where it would be unlawful to do so. The Vendor Placing is not
underwritten by the UK Bookrunners or any other person.
Application will be made to the London Stock Exchange for admission of the Placement Shares to trading
on AIM. The Company will also apply to the JSE Limited for the listing and trading of the Placement
Shares on the Main Board. It is expected that admission and listing of the Placement Shares on AIM and
the Main Board will become effective on or about 3 June 2016.
2. RATIONALE FOR THE TRANSACTIONS
The Transactions allow Pan African to:
- address operational and value dilution risks presented by the possible dilution of its black economic
empowerment (“BEE”) ownership;
- gain further flexibility and commensurate certainty as to its ability to comply with the prevailing BEE
legislation from time to time;
- partner with Mabindu in furthering Pan African’s BEE ownership in a meaningful and mutually
beneficial manner on an ongoing basis;
- through the Vendor Placing, retain the Company’s funding headroom necessary for swift access to
potential future organic and acquisitive growth opportunities; and
- realise further value for Shareholders through a reinvestment in the Company via Shanduka Gold on
an earnings and dividends accretive basis, as more fully explained below.
Mabindu is a black owned and controlled trust and constitutes a Historically Disadvantaged South African
(“HDSA”) for the purposes of South Africa’s BEE legislation. Shanduka Gold (and, indirectly, Mabindu) is
Pan African’s primary BEE shareholder. Pursuant to legislation governing BEE and the granting and
retention of South African mining licences and rights, Pan African is required to have a minimum level of
HDSA ownership and Shanduka Gold contributes significantly towards the Company’s continued
compliance with these requirements. The Transactions allow Pan African to ensure that its current HDSA
ownership structures are unaffected by retaining Shanduka Gold and, indirectly, Mabindu as Shareholders.
A draft Mining Charter has been published by the Minister of Mineral Resources for comment. Companies
have until 31 May 2016 to submit their comments. It is anticipated that there may be a number of
significant amendments to this draft version of the Charter following the submissions made by the mining
industry and, therefore, it is unclear at this stage in what form the final version of the Charter will be
published. The Transactions will provide Pan African with flexibility in terms of ensuring compliance with
future BEE regulations.
Approximately 0.6% of the Shanduka Gold shares to be acquired from Jadeite will be retained by Jadeite
for sale, at a future date, to an independent third party nominated by Pan African. Pursuant to the
Transactions, Pan African will therefore acquire a 49.9% direct interest in Shanduka Gold. Shanduka Gold
shall accordingly not be a subsidiary of Pan African and further details of the intended application of the
0.6% interest in Shanduka Gold will be determined after completion of the Transactions. Jadeite shall
retain ownership of these shares and all the benefits and rights associated therewith until they are
transferred to the selected recipient.
Mabindu’s 49.5% interest in Shanduka Gold was acquired at a discounted value but created a notional
loan, to be settled by Mabindu, with a notional value of R536 039 493 (“Notional Loan”) as at 11
December 2015. The Notional Loan accrues notional interest at the South African prime rate plus 5% and
is required to be notionally settled on 11 December 2018. Whilst the Notional Loan is outstanding, 95% of
the dividends payable to Mabindu are waived by Mabindu and the Notional Loan is notionally reduced by
the aggregate value of all dividends paid and payable to Mabindu. On 11 December 2018, the Notional
Loan will be notionally settled by the repurchase by Shanduka Gold of all or a portion of Mabindu’s
Shanduka Gold shares at the same price per share as originally paid by Mabindu. The number of
Shanduka Gold shares to be repurchased shall be calculated by dividing the Notional Loan value by the
fair value of a Shanduka Gold share calculated at that time.
Pursuant to, inter alia, the Notional Loan, implementation of the Transactions will result in Pan African
consolidating all the PAR Shares (436 358 059 shares) held by Shanduka Gold for accounting purposes.
Accordingly, the net effect will be a reduction of 324 646 268 PAR Shares (as increased by the issue of the
Placement Shares) in issue for purposes of the Company’s earnings per share calculations. Furthermore,
Pan African will receive the benefit of indirectly participating in dividends it declares to Shareholders on a
continuing basis.
3. SUSPENSIVE CONDITIONS
Subject to the acceptance of the offer by Jadeite, the Jadeite Transaction is expected to be conditional
upon the fulfilment or waiver of, inter alia, the following suspensive conditions:
- the SBSA Transaction becoming unconditional; and
- Mabindu waiving its pre-emptive rights pursuant to the MOI.
4. CATEGORISATION
Pursuant to the JSE Limited Listings Requirements, the Purchase Consideration payable pursuant to the
Transactions represents 9.2%, being more than 5% but less than 30%, of the Company’s current market
capitalisation. Accordingly, the Transactions, on an aggregated basis, are classified as a category 2
transaction.
The net asset value of Shanduka Gold is materially equal to approximately 23.8% of Pan African’s market
capitalisation, from time to time, and, its earnings primarily comprise dividends received from Pan African
according to the number of PAR Shares held by it from time to time.
Rosebank, Johannesburg
26 May 2016
For further information on Pan African, please visit the Company’s website at
www.panafricanresources.com
Sole Corporate Advisor in respect of the Transactions, South African Bookrunner
and JSE Sponsor to Pan African
One Capital
South African Legal Advisors to Pan African
Webber Wentzel
UK Bookrunners
Numis Securities Limited Peel Hunt LLP
UK Legal Advisors to Pan African
Fladgate LLP
Legal Advisors to UK Bookrunners
Memery Crystal
Contact Details
Corporate Office
The Firs Office Building
1st Floor, Office 101
Cnr. Cradock and Biermann Avenues
Rosebank, Johannesburg
South Africa
Office: + 27 (0) 11 243 2900
Facsimile: + 27 (0) 11 880 1240
Registered Office
Suite 31
Second Floor
107 Cheapside
London
EC2V 6DN
United Kingdom
Office: + 44 (0) 207 796 8644
Facsimile: + 44 (0) 207 796 8645
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 John Prior / James Black / George Fry
St James's Corporate Services Limited Numis Securities Limited
Company Secretary Nominated Adviser and Joint Broker
Office: + 44 (0)207 796 8644 Office: + 44 (0)207 260 1000
Sholto Simpson Matthew Armitt / Ross Allister
One Capital Peel Hunt LLP
JSE Sponsor and Transaction Advisor Joint Broker
Office: + 27 (0)11 550 5009 Office: + 44 (0)207 418 8900
Gareth Driver / Huneiza Goolam Julian Gwillim
Webber Wentzel Aprio Strategic Communications
South African Legal Advisor Public & Investor Relations SA
Office: + 27 (0)11 530 5000 Office: + 27 (0)11 880 0037
Daniel Thöle
Bell Pottinger
Public & Investor Relations UK
Office: + 44 (0)203 772 2500
Numis and Peel Hunt, who are authorised and regulated in the United Kingdom by the Financial Conduct
Authority, are acting for the Company and for no-one else in relation to the Vendor Placing, and will not be
responsible to any person other than the Company for providing the protections afforded to their clients nor
for providing advice in connection with the matters contained in this announcement. No representation or
warranty, express or implied, is or will be made, and to the fullest extent permitted by law no responsibility or
liability is or will be accepted by any of Numis or Peel Hunt, or by any of their affiliates or agents, as to or in
relation to, the accuracy or completeness of this announcement, or any other written or oral information
made available to or publicly available to, any interested party or its advisers, and any liability therefor, or in
connection therewith, is expressly disclaimed.
DISCLAIMER – INTENDED ADDRESSEES
NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG, CANADA, JAPAN, OR
SWITZERLAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S.
PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED).
This announcement is for information purposes only and does not constitute an invitation or offer to
subscribe for, underwrite or otherwise acquire or dispose of any securities in any jurisdiction. This
announcement is only intended to be accessed and reviewed by persons to whom it can lawfully be
addressed and is not intended to be transmitted or distributed, directly or indirectly, into the United States,
Australia, New Zealand, Hong Kong, Japan, Canada or Switzerland or any jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The transmission and distribution of this
announcement may be restricted by law in various jurisdictions, and persons who access this
announcement should inform themselves about, and observe, any such restrictions.
The securities described in this announcement have not been, and will not be, registered under the U.S.
Securities Act 1933, as amended (the “Securities Act”), or under any relevant securities laws of any state of
the United States of America and, subject to certain exceptions, the securities may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United
States of America, as such terms are defined in Regulation S under the Securities Act. There will be no
public offering of the securities in the United States.
Date: 26/05/2016 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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