Wrap Text
Update on Proposed Acquisition of Emmerson Resources
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under the Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on LSE: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
ISIN: GB0004300496
ADR ticker code: PAFRY
("Pan African" or the "Company" or the "Group")
UPDATE ON PROPOSED ACQUISITION OF EMMERSON RESOURCES
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the announcement published by Pan African on 9 March 2026
(Announcement).
1. Introduction
Shareholders are referred to the Announcement, in terms of which the Company advised, inter alia, that it
had entered into a binding Scheme Implementation Deed (SID) with Emmerson Resources Limited
(ASX:ERM) (Emmerson) under which it is proposed that Pan African, or its nominee, will acquire 100% of
the issued shares in Emmerson by way of an Australian Court approved scheme of arrangement (Scheme)
in accordance with Part 5.1 of the Corporations Act 2001 (Cth) (Proposed Acquisition). Subsequently, on
21 April 2026, Pan African nominated Tennant Consolidated Mining Group Pty Ltd (TCMG), a wholly owned
subsidiary of Pan African to acquire Emmerson shares and entered into deed of amendment, restatement
and accession to give effect to TCMG acquiring the Emmerson shares under the Scheme. Other than
amendments necessary to give effect to TCMG being the nominee acquiring the Emmerson shares under
the Scheme, the material terms and conditions of the SID and Scheme remain unchanged.
Under the terms of the Scheme, Emmerson shareholders will be entitled to receive 0.1493 new Pan African
shares (in the form of ASX-listed Pan African CHESS Depositary Interests (CDIs)) for each Emmerson
share held on the Record Date (as defined in the SID) (Scheme Consideration).
Furthermore, in conjunction with the Scheme, Pan African will seek to list on the Australian Securities
Exchange (ASX) by way of a foreign exempt listing, providing Emmerson shareholders with the ability to
trade Pan African CDIs on the ASX. Pan African's shares will continue to trade, as a dual primary issuer,
on the London Stock Exchange and Johannesburg Stock Exchange following the proposed ASX listing.
As mentioned in the Announcement, the Proposed Acquisition constitutes a category 2 transaction in terms
of the JSE Listings Requirements for Pan African and accordingly Pan African shareholder approval is not
required, nor is any other action required by Pan African shareholders prior to its implementation.
Implementation of the Proposed Acquisition however remains subject to certain conditions precedent,
including approval of at least 75% of all votes cast by Emmerson shareholders, as well as a majority by
number of all Emmerson shareholders present and voting (in person or by proxy) on the Scheme, at a
meeting of Emmerson shareholders to be convened to consider the Scheme (Scheme Meeting).
2. Emmerson Scheme Booklet
Shareholders are advised that Emmerson has, today, registered its Scheme Booklet with the Australian
Securities and Investments Commission (ASIC), and the Scheme Booklet will be sent to Emmerson
shareholders following the receipt of orders from the Supreme Court of Western Australia on 8 May 2026
to despatch the Scheme Booklet and convene the Scheme Meeting to conduct a vote. The Court has also
ordered that a second court hearing, should the Emmerson shareholders approve the Scheme, will take
place on 19 June 2026, to approve the Scheme. The Scheme Booklet contains, inter alia, the full terms and
conditions of the Scheme and information pertaining to Emmerson, Pan African and the enlarged group,
being Pan African and its subsidiaries, including the Emmerson group, following implementation of the
Scheme (Enlarged Group),. A copy of the Scheme Booklet is available on Emmerson's website
www.emmersonresources.com.au.
For more information on the Scheme/Proposed Acquisition and information regarding, inter alia, the
Enlarged Group please refer to the Announcement and the Scheme Booklet.
3. Enlarged Group Pro-Forma Information
As mentioned above, the Scheme Booklet contains information pertaining to Enlarged Group, including the
pro-forma historical statement of financial position of the Enlarged Group as at 31 December 2025
(Enlarged Group Pro-Forma Financial Information).
The Enlarged Group Pro-Forma Financial Information has been prepared in order to give an indication of
the financial position of the Enlarged Group as if the Proposed Acquisition had been implemented as at
31 December 2025.
The Enlarged Group Pro-Forma Financial Information has been prepared for illustrative purposes only and
because of its nature, it may not fairly present the financial position of the Enlarged Group if it had operated
on a combined basis as at that date. It is likely this information will differ from the actual financial information
of the Enlarged Group. The Enlarged Group Pro-Forma Financial Information does not give effect to the
potential impact of current financial conditions or any anticipated revenue enhancements, cost savings or
operating synergies that may result from the implementation of the Proposed Acquisition and the integration
of the two entities.
The Enlarged Group Pro-Forma Financial Information has been prepared by the management of Pan
African with input from the management of Emmerson and is the responsibility of the Pan African Board.
The Enlarged Group Pro-Forma Financial Information has not been reviewed nor audited by Pan African's
auditors.
The Enlarged Group Pro-Forma Financial Information has been prepared in accordance with IFRS®
Accounting Standards as issued by the International Accounting Standards Board, the Guide on Pro forma
Financial Information issued by the South African Institute of Chartered Accountants and the JSE Listings
Requirements and in a manner consistent with Pan African's accounting policies applied by Pan African in
preparing the unaudited interim financial statements for the half-year ended 31 December 2025 and Pan
African's audited annual financial statements for year ended 30 June 2025.
The actual adjustments to Pan African's financial statements will depend upon a number of factors and
additional information that will be available on or after the implementation of the Proposed Acquisition.
Accordingly, the actual adjustments that will appear in the Pan African Group's financial statements will
differ from these pro forma adjustments, and those differences could impact the Enlarged Group Pro-Forma
Financial Information. For instance, the actual value of the consideration for the Proposed Acquisition of
will be measured based upon the value of the new Pan African Shares at close of trading on the
Implementation Date. A number of factors may impact the actual financial position of the Enlarged Group,
including but not limited to: (i) successful implementation of the Scheme and ultimate timing of that
implementation; (ii) differences between the estimated amount of transaction costs and the amount
ultimately incurred; and (iii) changes in the Pan African Share price as the Scheme Consideration will be
calculated on the day the Scheme is implemented.
The table below provides the pro forma financial effects of the Proposed Transaction on the net asset value
per Pan African Share and tangible net asset value per Pan African Share as at 31 December 2025, which
is derived from the Enlarged Group Pro-Forma Financial Information contained in the Scheme Booklet.
Pan African Enlarged Group Percentage
change
31 Dec 2025 31 Dec 2025
Reported1 Pro forma2
Net asset value per 33.90 43.51 28.35%
share3 (US$ cents)
Tangible net asset 27.39 25.48 (6.97%)
value per share4 (US$
cents)
Pan African ordinary 2,333,671,529 2,436,912,099
shares in issue
Treasury shares4 (306,358,058) (306,358,058)
Pan African ordinary 2,027,313,471 2,130,557,041
shares in issue,
excluding treasury
shares
Notes:
1. The financial information included in the column has been derived from Pan African's unaudited
condensed consolidated interim financial results for the six months ended 31 December 2025 (Pan
African's Interim Results) as published on 18 February 2026.
2. The financial information included in the column reflects the financial information derived from Pan
African's Interim Results, adjusted for the Proposed Acquisition, including the issue of 103,240,570
Pan African Shares, as consideration, to Emmerson shareholders at an implied issue price of US$2.27
(using the closing price of Pan African Shares (£1.68 per Pan African Share) on the LSE on
17 April 2026) per Pan African Share, resulting in total deemed consideration of approximately
US$234.2 million. Further information regarding the adjustments is included in section 7.8 of the
Scheme Booklet.
3. Net asset value per share is determined as total assets (non-current assets plus current assets) less
total liabilities (non-current liabilities plus current liabilities), divided by the total number of Pan African
Shares in issue, excluding treasury shares.
4. For IFRS purposes only, the 306,358,058 Pan African shares held by PAR Gold Proprietary Limited
are treated as treasury shares.
5. Tangible net asset value per Share is determined as net asset value less goodwill and other intangible
assets (such as mineral rights and exploration assets), divided by the total number of Pan African
Shares in issue, excluding treasury shares.
Pan African shareholders are referred to section 7.8 of the Scheme Booklet for more information.
4. Indicative timetable
The Scheme Meeting of Emmerson shareholders to approve the Scheme will be held on Monday,
15 June 2026. Subject to the conditions of the Scheme being satisfied, or waived (as permitted), the
Scheme is expected to be implemented in accordance with the following indicative timetable:
Event Indicative Dates*
Scheme Meeting Monday, 15 June 2026
Second Court Date Friday, 19 June 2026
Effective Date Monday, 22 June 2026
Scheme Record Date Wednesday, 24 June 2026
Implementation Date Wednesday, 1 July 2026
*All stated dates are indicative only and subject to change. Any changes to the above timetable will be
announced and will be available under Pan African's and Emmerson's profiles on their relevant exchanges.
Rosebank
8 May 2026
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
Corporate information
Corporate Office Registered Office
The Firs Building 107 Cheapside, 2nd Floor
2nd Floor, Office 204 London, EC2V 6DN
Corner Cradock and Biermann Avenues United Kingdom
Rosebank, Johannesburg Office: + 44 (0)20 3869 0706
South Africa jane.kirton@corpserv.co.uk
Office: + 27 (0)11 243 2900
info@paf.co.za
Chief Executive Officer Financial Director and debt officer
Cobus Loots Marileen Kok
Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900
Head: Investor Relations Website: www.panafricanresources.com
Hethen Hira
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company Secretary Joint Broker
Jane Kirton Ross Allister/Georgia Langoulant
St James's Corporate Services Limited Peel Hunt LLP
Office: + 44 (0)20 3869 0706 Office: +44 (0)20 7418 8900
JSE Sponsor & JSE Debt Sponsor Joint Broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary BMO Capital Markets Limited
Limited Office: +44 (0)20 7236 1010
Office: + 27 (0) 63 482 3802
Joint Broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
(Berenberg)
Office: +44 (0)20 3207 7800
Date: 08-05-2026 11:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
