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Share Buyback Programme
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on AIM: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
ISIN: GB0004300496
ADR code: PAFRY
('Pan African' or 'the Company' or 'the Group')
SHARE BUYBACK PROGRAMME
Shareholders are referred to the announcement published on 11 June 2025 (the 'Announcement'),
wherein the Company, inter alia, notified shareholders that the the board of directors of Pan African
(the 'Board') had approved a share buyback programme to purchase up to ZAR 200 million
(approximately £8.2 million) of ordinary shares of £0.01 each in the Company (the Shares), (the
'Programme').
In the Announcement, shareholders were advised that in order to comply with the Companies Act
2006, it was likely that the Company would be required to implement the Programme exclusively by
acquiring Shares on the AIM Market of the London Stock Exchange (the 'LSE'), as the Johannesburg
Stock Exchange (the 'JSE') is not a 'Recognised Investment Exchange' as defined by the Financial
Conduct Authority. Pending engagement with the JSE, the Company had not yet commenced any
purchases under the Programme.
The Company is pleased to advise that it is now in a position to commence the Programme, with effect
from 1 July 2025, whereby purchases of Shares will take place both on the LSE and the JSE, as further
detailed below.
The Board believes that at the current Share price, the Company's Shares offer significant value given
the quality and profitability of the Group's existing operations and growth projects. The Board has
therefore taken the decision to implement Programme as part of the Company's broader strategy to
deliver value to its shareholders.
Cobus Loots, CEO of Pan African commented:
"In our recent operational update we noted a substantial reduction in gearing with net debt of US$155
million expected as at 30 June 2025, a reduction of US$72 million or 32% compared to 31 December
2024 as well as an expectation that the Group will be fully de-geared during FY2026. From this position
of strength, we feel it is appropriate to return additional capital to our shareholders and this buyback
programme recognises both the significant value in the Shares as well as the positive outlook for the
business."
Process
Purchases pursuant to the Programme will be made under the authority granted by shareholders at
the Company's 2024 annual general meeting (the 'Repurchase Authority'). The Programme will be
conducted in accordance with the UK version of the Market Abuse Regulation 596/2014 and the
Commission Delegated Regulation (EU) 2016/1052 (each as in force in the UK by virtue of the
European Union (Withdrawal) Act 2018 and as amended by the Market Abuse Regulation
(Amendment) (EU Exit) Regulations 2019) (the 'MAR Buy-Back Regulation') and the JSE Listings
Requirements (to the extent required).
The Repurchase Authority permits the purchase of a maximum of 144,486,033 Shares at a maximum
price (excluding expenses) of 105 per cent of (i) the average closing price of a Share as derived from
the AIM Appendix to the London Stock Exchange Daily Official List or (ii) the weighted average market
price of a Share traded on the JSE, for the five business days immediately preceding the date of
purchase.
Purchases pursuant to the Programme will take place on the AIM Market of the LSE and the JSE, with
approximately ZAR 200 million (approximately £8.2 million) to be purchased across both exchanges.
Shares acquired on the JSE will be in accordance with the MAR Buy-Back Regulation to maintain
consistency between exchanges.
Purchases pursuant to the Programme will be carried out in compliance with the relevant conditions
for trading, restrictions regarding time and volume, disclosure and reporting obligations, and price
conditions. The Shares will be acquired at a price (excluding expenses) that does not exceed the last
independent trade or the highest current independent bid on the relevant trading platform. The
Company intends to cancel those Shares acquired pursuant to the Programme.
Pan African has entered into an agreement with Peel Hunt LLP ("Peel Hunt"), to carry out purchases
pursuant to the Programme. Purchases of Shares held on the Company's:
- UK register will be implemented on-market through the LSE, where Peel Hunt will act as
principal; and
- South African register will be implemented on-market through the LSE, by way of a two-limb
structure, where Peel Hunt will act as principal. In this regard, Peel Hunt, acting as principal,
will acquire the Shares through the JSE Order book and sell such Shares to the Company, on
market through the LSE.
The agreement grants Peel Hunt the authority to enact purchases and make trading decisions
concerning the timing of the purchases under the Programme independently and uninfluenced by the
Company during any closed period to which the Company is subject and/or if the Company comes into
possession of inside information. In accordance with the JSE Listings Requirements, the Company has
submitted a repurchase programme to the JSE to enable purchases pursuant to the Programme during
a prohibited period.
Details of any purchases made under the Programme will be provided via RNS and SENS
announcements and published on the Company's website.
Rosebank
30 June 2025
For further information on Pan African Resources, 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 Nominated Adviser and 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 Limited BMO Capital Markets Limited
Office: + 27 (0) 63 482 3802 Office: +44 (0)20 7236 1010
Joint Broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG (Berenberg)
Office: +44 (0)20 3207 7800
Date: 30-06-2025 12:00:00
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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,
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