REG - Berenberg Pan African Resource - Secondary placing in Pan African Resources PLC

Pan African ResourcesAnnouncement

18/03/2025 16:45

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RNS Number : 1760B  Berenberg  18 March 2025

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL
TO DO SO. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY,
SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SHARES OR OTHER SECURITIES OF PAN
AFRICAN RESOURCES PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 ("MAR") as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon publication of this
announcement, the inside information is now considered to be in the public
domain for the purposes of MAR.

18 March 2025

Proposed secondary placing in Pan African Resources PLC

Tembo Capital Holdings Guernsey Ltd ("Tembo Capital" or the "Seller"), has
indicated its intention to sell their entire holding, the equivalent of
approximately 58.8 million existing ordinary shares in Pan African Resources
PLC ("Pan African" or the "Company") (the "Placing Shares") through a placing
to eligible institutional investors by means of an accelerated bookbuild (the
"Placing").

 

Joh. Berenberg, Gossler & Co. KG ("Berenberg") and BMO Capital Markets
Limited ("BMO Capital Markets") are acting as Joint Bookrunners in relation to
the Placing (together the "Banks").

 

The price per Placing Share will be determined through an accelerated
bookbuild process. The bookbuild process will commence with immediate effect
following this announcement and may close at any time on short notice. A
further announcement will be made following the completion of the bookbuild
and pricing of the Placing. The Company is not a party to the Placing and will
not receive any proceeds from the Placing.

 

For further information, please contact:

Berenberg

Jennifer Lee / Natasha Ninkov

Tel.: +44 (0) 20 3207 7800

BMO Capital Markets

Thomas Rider / Pascal Lussier Duquette

Tel.: +44 (0) 20 7236 1010

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY
ADDRESSED TO AND DIRECTED AT (1) IF IN ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF
ARTICLE 2 (E) OF REGULATION (EU) 2017/1129 (AS AMENDED) (THE "EU PROSPECTUS
REGULATION") AND (2) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 AND WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE "ORDER"); (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III)
ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE LAWFULLY BE
MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT
RELATES IS AVAILABLE ONLY TO AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, Japan or South Africa. Any
failure to comply with this restriction may constitute a violation of U.S.,
Australian, Canadian, Japanese or South African securities laws.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States,
Australia, Canada, Japan or South Africa or in any jurisdiction in which such
an offer or invitation is unlawful.

The Placing Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "Securities Act"), or under the
securities laws of any State or other jurisdiction of the United States, and,
absent registration, may not be offered or sold, directly or indirectly, in or
into the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with the securities laws of any relevant State or other
jurisdiction of the United States. There will be no public offering of the
Placing Shares in the United States.

This announcement and the Placing Shares have not been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Placing or the
accuracy or adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by the Seller, Berenberg, BMO Capital Markets or any of their
respective affiliates.

The distribution of this announcement and the offering or sale of the Placing
Shares in certain jurisdictions may be restricted by law. No action has been
taken by the Seller, Berenberg, BMO Capital Markets or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
Placing Shares in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating to the
Placing Shares, in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by the
Seller, and Berenberg and BMO Capital Markets to inform themselves about and
to observe any applicable restrictions.

Berenberg, which is regulated by the Federal Financial Supervisory Authority
in Germany and in the United Kingdom is authorised and regulated by the
Financial Conduct Authority and BMO Capital Markets, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is are
acting only for the Seller in connection with the Placing and will not be
responsible to anyone other than the Seller for providing the protections
offered to the clients of Berenberg and BMO Capital Markets, respectively, nor
for providing advice in relation to the Placing or any matters referred to in
this announcement.

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