Wrap Text
Result of Placing
Pan African Resources PLC
(“PAF”, the “Company” or the “Group”)
AIM Code: PAF
JSE Code: PAN
ISIN: GB0004300496
Result of Placing
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR
PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
Pan African Resources PLC, the Africa-focused precious metals producer, is pleased
to announce that, following the announcement earlier today regarding the launch of a
proposed placing (the "Placing"), it has successfully placed 291,480,983 new ordinary
shares of 1 pence each (the "Placing Shares") at an issue price of 14 pence per
Placing Share or ZAR2.42 per Placing Share (together, the “Issue Price”) raising
gross proceeds of ZAR705 million (US$51 million).
The net proceeds of the Placing will be used in conjunction with a ZAR1.0 billion
(US$72.3 million) underwritten seven-year debt facility which has been agreed in
principle with Rand Merchant Bank, a division of FirstRand Bank Limited (“RMB
facility”), to fast-track development of the Company’s Elikhulu Tailings Project in
South Africa (“Elikhulu” or the “Project”) following publication of the Definitive
Feasibility Study for the Project announced on 5 December 2016.
Cobus Loots, Chief Executive Officer of PAF, commented:
“We are grateful for the support we have received from new and existing investors for
the Placing. The Elikhulu project is expected to deliver a robust return on investment
and diversify the Company’s production portfolio.”
The Placing was conducted by way of an accelerated bookbuilding process. Numis
Securities Limited (“Numis”), Hannam & Partners (Advisory) LLP (“H&P”) and Peel
Hunt LLP (“Peel Hunt”) acted as the UK placing agents and The Standard Bank of
South Africa Limited (“Standard Bank”) and Rand Merchant Bank, a division of
FirstRand Bank Limited (“RMB”) acted as the South African placing agents in
connection with the Placing.
The Issue Price represents discounts of approximately 12.5 percent and 11.0 percent
to the Company’s share price of 16 pence per share and ZAR2.72 per share
respectively as at market close on 11 April 2017, being the last business day prior to
the launch of the Placing.
Application will be made for the Placing Shares to be admitted to trading on AIM, a
market operated by the London Stock Exchange and the Johannesburg Stock
Exchange, an exchange operated by JSE Limited, which is expected to occur on or
around 19 April 2017.
Following Admission, the Company will have 2,234,687,537 Ordinary Shares in issue
of which 436,358,058 are held by PAR Gold Proprietary Limited and are treated as
treasury shares on consolidation. The total number of voting rights of the Company
will be 2,234,687,537 and this figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company.
This announcement contains inside information which is disclosed in accordance with
the Market Abuse Regulation.
Unless otherwise defined herein, terms are as defined in the announcement made
earlier today.
Contact information
Corporate Office Registered Office
The Firs Office Building Suite 31
1st Floor, Office 101 Second Floor
Cnr. Cradock and Biermann Avenues 107 Cheapside
Rosebank, Johannesburg London
South Africa EC2V 6DN
Office: + 27 (0) 11 243 2900 United Kingdom
Facsimile: + 27 (0) 11 880 1240 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 / Paul Gillam
St James's Corporate Services Limited Numis Securities Limited
Company Secretary Nominated Adviser, Joint Broker and Joint Bookrunner
Office: + 44 (0) 207 796 8644 Office: +44 (0) 20 7260 1000
Sholto Simpson Matthew Armitt / Ross Allister
One Capital Peel Hunt LLP
JSE Sponsor Joint Broker and Joint Bookrunner
Office: + 27 (0) 11 550 5009 Office: +44 (0) 207 418 8900
Jeffrey Couch/Neil Haycock/Thomas Rider Andrew Chubb / Arabella Burwell
BMO Capital Markets Limited Hannam and Partners (Advisory) LLP
Joint Broker Financial Adviser and Joint Bookrunner
Office: +44 (0) 207 236 1010 Office: +44 (0) 207 907 8500
Bobby Morse/Chris Judd Sandra du Toit / Richard Stout
Buchanan Communications The Standard Bank of South Africa Limited
Public & Investor Relations UK Transaction Sponsor and Joint Bookrunner
Office: + 44 (0) 207 466 5000 Office: +27 11 344 5414
Julian Gwillim Julian Grieve / Irshaad Paruk
Aprio Strategic Communications FirstRand Bank Limited (Rand Merchant Bank division)
Public & Investor Relations SA Joint Bookrunner
Office: +27 (0)11 880 0037 Office: +27 11 282 8000
For more information, please visit www.panafricanresources.com
Important Information
This Announcement contains forward-looking statements, including but not limited to
statements about the costs of, and the Company's ability to successfully construct,
commission and execute, the Project. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore are based on
current beliefs and expectations about future events. Forward-looking statements are
not guarantees of future performance and the Group's actual operating results and
financial condition, and the development of the industry in which it operates may differ
materially from those made in or suggested by the forward-looking statements
contained in this announcement. In addition, even if the Group's operating results,
financial condition and liquidity, and the development of the industry in which the
Group operates are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results or
developments in subsequent periods. Accordingly, prospective investors should not
rely on these forward-looking statements. The Company disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. None of the Company, the Directors or
the Bookrunners undertake any obligation nor do they intend to revise or update any
document unless required to do so by applicable law, the Prospectus Rules, the
Disclosure Requirements or the Transparency Rules.
This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted by the
Bookrunners or by any of their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
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information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Numis, H&P and Peel Hunt, each of which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (“FCA”), are each acting exclusively for
the Company and no one else in connection with the Placing, and will not regard any
other person (whether or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for providing advice, in relation
to the Placing or any other matter referred to in this Announcement.
RMB and Standard Bank are each acting exclusively for the Company and no one
else in connection with the Placing, and will not regard any other person (whether or
not a recipient of this document) as a client in relation to the Placing, and will not be
responsible to anyone other than the Company for providing the protections afforded
to their respective clients, nor for providing advice, in relation to the Placing or any
other matter referred to in this Announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the
Bookrunners by the Financial Service and Markets Act 2000, as amended, or the
regulatory regime established thereunder, or by the London Stock Exchange or the
AIM Rules for Companies and AIM Rules for Nominated Advisers, or under the
regulatory regime of any jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, none of the Bookrunners,
nor any of their respective affiliates, directors, officers, employees or advisers accepts
any responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to, the contents of this announcement, including its accuracy or
completeness, or for any other statement made or purported to be made by it, or on
behalf of it, the Company, the Directors or any other person, in connection with the
Company, the New Ordinary Shares and the Placing, and nothing in this document
should be relied upon as a promise or representation in this respect, whether or not to
the past or future. Each of the Bookrunners and their respective affiliates, directors,
officers, employees and advisers accordingly disclaims to the fullest extent permitted
by law all and any responsibility or liability whatsoever, whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise have in respect of
this Announcement or any such statement.
The distribution of this Announcement and the offering of the New Ordinary Shares in
certain jurisdictions other than the United Kingdom and the Republic of South Africa
may be restricted by law. Subject to certain exceptions, no action has been taken by
the Company or the Bookrunners that would permit an offering of the New Ordinary
Shares or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in the Excluded Territories or in any other
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jurisdiction where action for that purpose is required. Persons into whose possession
this announcement comes are required by the Company, and the Bookrunners to
inform themselves about, and to observe, any such restrictions.
Statements contained in this Announcement regarding past trends or activities should
not be taken as a representation that such trends or activities will continue in the future.
No statement in this Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the current or future financial
years will necessarily match or exceed the historical or published earnings of the
Company. The price of shares and the income from them may go down as well as up
and investors may not get back the full amount invested on disposal of the shares.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.
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Date: 12/04/2017 05:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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