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Notice of Availability of Annual Financial Statements, Financial Covenant Testing, Sustainability-Linked Progress Report and Notification of Margin Adjustment Event
Pan African Resources Funding Company Limited
Incorporated in the Republic of South Africa with
limited liability
Registration number: 2012/021237/06
Company code: PARI
(PAR Funding Company or the Issuer)
NOTICE OF AVAILABILITY OF ANNUAL FINANCIAL STATEMENTS, FINANCIAL COVENANT TESTING,
SUSTAINABILITY-LINKED PROGRESS REPORT AND NOTIFICATION OF MARGIN ADJUSTMENT EVENT
1. Notice of availability of annual financial statements of the Guarantor and the Issuer
Noteholders are advised of the availability of the audited annual financial statements of PAR Funding
Company and of its guarantor, Pan African Resources PLC (the Guarantor) for the year ended
30 June 2026.
The annual financial statements of the Issuer can be accessed on the Guarantor’s website, at the
following link: https://www.panafricanresources.com/investors/domestic-medium-term-note-programme.
The group annual financial statements of the Guarantor and its subsidiaries (Guarantor Group Results)
can be accessed on the Guarantor’s website, at the following link:
https://www.panafricanresources.com/investors/fy2026-key-documents, as well as via the following
JSE cloudlink: https://senspdf.jse.co.za/documents/2026/JSE/ISSE/PAN/FYE2026.pdf
Noteholders are further advised that PricewaterhouseCoopers LLP’s audit reports on annual financial
statements of the Issuer and the Guarantor were unqualified.
Copies of the aforementioned annual financial statements may also be requested by emailing
ExecPA@paf.co.za and electronically via the Issuer’s debt sponsor (debtsponsor@questco.co.za) at no
charge during business hours.
2. Financial covenants testing
In accordance with condition 12.7 of the programme memorandum, dated 17 October 2023, as
amended and restated from time to time, issued in connection with the Issuer’s ZAR5 billion Domestic
Medium Term Note Programme (programme memorandum), noteholders are advised that the
financial covenants (as defined in the programme memorandum), as measured against the Guarantor
Group Results, are as follows:
Twelve Twelve
months months
ended ended
30 June 30 June
Covenant Measurement at period-end 2026 2025
Net debt-to-equity ratio Must not exceed 1:1 (0.2) 0.2
Net debt-to-adjusted EBITDA ratio Must not exceed 2:1 (0.3) 0.5
Interest cover ratio Must be greater than 4:1 55.3 10.7
Must be greater than 1.3:1 14.0 8.3
Debt service cover ratio times
3. Sustainability-linked notes progress report and notification of margin adjustment event
Noteholders of the sustainability-linked debt securities are provided with an update on the progress
of the key performance indicators (KPIs) against the baseline/benchmark targets as verified by the
independent external reviewer, as set out in the tables below. The verification report by the
independent external reviewer is available on the Guarantor’s website at
https://www.panafricanresources.com/investors/domestic-medium-term-note-programme/.
PARS02
KPI Unit of Baseline SPT 4 PTL 4 Realised SPT Applicable
Measurement Value as Achieved, Margin
at 30 SPT not Adjustment
June Achieved but
2026 above
PTL/Baseline
or SPT not
Achieved and
below
PTL/Baseline
KPI 1 Energy Percentage 0% 14% 6% 8.1% SPT not 0 bps
consumption (%) Achieved but
generated above PTL
from
renewable
means as a
percentage of
total
energy
consumed
KPI 2 Percentage 0% 24% 5% 25.0% SPT Achieved -2 bps
Expedited (%)
land
rehabilitation
KPI 3 Total 8.95 7.444 8.95 5.51 SPT Achieved -1 bps
Employee recordable
safety injuries per
million hours
worked
Total Margin
Adjustment -3 bps
(SPT – Sustainability Performance Target, PTL – Penalty Threshold Level)
Noteholders are referred to Appendix 1 – “Additional terms and conditions relating to the PARS02
Notes - sustainability-linked bonds” contained in the applicable pricing supplement relating to the
PARS02 Notes (PARS02 APS) and, using the terms defined therein, are advised that, save for KPI 1, the
Issuer has met all sustainability performance targets relevant to Target Observation Period 4 (i.e.
SPT4), to the satisfaction of the Sustainability Coordinator.
Accordingly, a Margin Adjustment Event has occurred in accordance with paragraph 1.11 of Appendix
1 of the PARS02 APS and the Initial Margin will be decreased by 3 basis points, from 375 basis points
to 372 basis points. In accordance with the terms of the PARS02 Note, this revised Margin is applicable
with effect from 14 December 2026.
The current Margin applicable on the PARS02 Note for the Interest Period from 14 September 2026
to 13 December 2026 is 372 basis points (as announced on 7 October 2025). Accordingly,
notwithstanding the adjustment to the Initial Margin (pursuant to the occurrence of a Margin
Adjustment Event as noted above), the Margin effectively remains unchanged at 372 basis points in
respect of all Interest Periods commencing on or after 14 September 2026 until the Maturity Date of
13 December 2027 (unless otherwise notified by the Issuer).
PARS03
KPI Unit of Baseline SPT 2 Realised SPT Achieved, SPT not Applicable
Measurement Value as Achieved Margin
at 30 Adjustment
June
2026
KPI 1 Energy Percentage 0% 14% 8.1% SPT not Achieved
consumption (%)
generated
from
renewable
means as a
percentage of
total
energy
consumed
KPI 2 Percentage 0% 24% 25.0% SPT Achieved
Expedited (%)
land
rehabilitation
KPI 3 Total 8.95 7.44 5.51 SPT Achieved
Employee recordable
safety injuries per
million hours
worked
Total Margin -3 bps
Adjustment
(SPT – Sustainability Performance Target, PTL – Penalty Threshold Level)
Noteholders are referred to Appendix 1 – “Additional terms and conditions relating to the PARS03
Notes - sustainability-linked bonds” contained in the applicable pricing supplement relating to the
PARS03 Notes (PARS03 APS) and, using the terms defined therein, are advised that, save for KPI 1, the
Issuer has met all sustainability performance targets relevant to Target Observation Period 2 (i.e.
SPT2), to the satisfaction of the Sustainability Coordinator.
Accordingly, a Margin Adjustment Event has occurred in accordance with paragraph 1.11 of Appendix
1 of the PARS03 APS and the Initial Margin will be decreased by 3 basis points, from 305 basis points
to 302 basis points. In accordance with the terms of the PARS03 Note, this revised Margin is applicable
with effect from 22 September 2026.
The current Margin applicable on the PARS03 Note for the Interest Period ending on
21 September 2026 is 302 basis points (as announced on 7 October 2025). Accordingly,
notwithstanding the adjustment to the Initial Margin (pursuant to the occurrence of a Margin
Adjustment Event as noted above), the Margin effectively remains unchanged at 302 basis points in
respect of the Interest Period ending on 21 September 2026 and all Interest Periods commencing on
or after 22 September 2026 until the next Sustainability Certificate Deadline Date, being
31 October 2027 (unless otherwise notified by the Issuer)
Rosebank
16 September 2026
Debt sponsor
Questco Corporate Advisory Proprietary Limited
Date: 16/09/2026 08:01:00
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