REG-Pan African Resources PLC: Acceptance of the Jadeite Offer <Origin Href="QuoteRef">PAFR.L</Origin>

Pan African ResourcesAnnouncement

01/06/2016 07:07

Pan African Resources PLC 
 
 (Incorporated and registered in England and Wales under Companies Act 1985 
 with registered number 3937466 on 25 February 2000) 
 
 Share code on AIM: PAF 
 
 Share code on JSE: PAN 
 
 ISIN: GB0004300496 
 
 (“ Pan African ” or the “ Company ”) 
 
 ACCEPTANCE OF THE JADEITE OFFER 
 
 Pan African shareholders (“ Shareholders ”) are referred to the
announcement published by the Company on 26 May 2016 (“ Jadeite Announcement
”), wherein Shareholders were advised that the Company had presented an
offer (“ Offer ”) to Jadeite Limited (“ Jadeite ”) to acquire its
33.6% interest in Shanduka Gold Proprietary Limited subject to certain terms
and conditions (“ Jadeite Transaction ”), and had concluded a bookbuild in
terms of which it had secured undertakings from certain Shareholders and new
institutional investors to acquire a maximum of 111 711 791 new Pan African
ordinary shares (“ Placement Shares ”) pursuant to a vendor consideration
placing (“ Vendor Placing ”). 
 
 Further to the Jadeite Announcement, Shareholders are advised that Jadeite
has accepted the Offer and both the SBSA Transaction and Jadeite Transaction
(the “ Transactions ”) have become unconditional. The Company expects the
Transactions to be concluded simultaneously on or about 7 June 2016. 
 
 Application has been made to the London Stock Exchange for admission of the
Placement Shares to trading on AIM. The Company has received approval from the
JSE Limited for the listing and trading of the Placement Shares on its Main
Board (“ Main Board ”). It is expected that admission and listing of the
Placement Shares on AIM and the Main Board will become effective on or about 3
June 2016. 
 
 Completion of the Vendor Placing remains conditional on, inter alia ,
admission of the Placement Shares to trading on AIM. 
 
 Rosebank, Johannesburg 
 
 1 June 2016 
 
 For further information on Pan African, please visit the Company’s website
at http://www.panafricanresources.com/       
 
 Sole Corporate Advisor in respect of the Transactions, South African
Bookrunner 
 and JSE Sponsor to Pan African 
 One Capital 
 
 South African Legal Advisors to Pan African 
 Webber Wentzel 
 
 UK Bookrunners 
 
  Numis Securities Limited    Peel Hunt LLP   
 
 UK Legal Advisors to Pan African 
 Fladgate LLP 
 
 Legal Advisors to UK Bookrunners 
 Memery Crystal 
 
 Contact Details 
 
 Corporate Office 
 The Firs Office Building 
 1st Floor, Office 101 
 Cnr. Cradock and Biermann Avenues 
 Rosebank, Johannesburg 
 South Africa 
 Office:   + 27 (0) 11 243 2900 
 Facsimile: + 27 (0) 11 880 1240 
 
 Registered Office 
 Suite 31 
 Second Floor 
 107 Cheapside 
 London 
 EC2V 6DN 
 United Kingdom 
 
 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 / James Black / George Fry   
  St James's Corporate Services Limited    Numis Securities Limited                
  Company Secretary                        Nominated Adviser and Joint Broker      
  Office: + 44 (0)207 796 8644             Office: + 44 (0)207 260 1000            
                                                                                   
  Sholto Simpson                           Matthew Armitt / Ross Allister          
  One Capital                              Peel Hunt LLP                           
  JSE Sponsor and Transaction Advisor      Joint Broker                            
  Office: + 27 (0)11 550 5009              Office: + 44 (0)207 418 8900            
                                                                                   
  Gareth Driver / Huneiza Goolam           Julian Gwillim                          
  Webber Wentzel                           Aprio Strategic Communications          
  South African Legal Advisor              Public & Investor Relations SA          
  Office: + 27 (0)11 530 5000             Office: + 27 (0)11 880 0037            
                                                                                   
  Daniel Thöle                                                                    
  Bell Pottinger                                                                   
  Public & Investor Relations UK                                                   
  Office: + 44 (0)203 772 2500                                                     
 
 Numis and Peel Hunt, who are authorised and regulated in the United Kingdom
by the Financial Conduct Authority, are acting for the Company and for no-one
else in relation to the Vendor Placing, and will not be responsible to any
person other than the Company for providing the protections afforded to their
clients nor for providing advice in connection with the matters contained in
this announcement. No representation or warranty, express or implied, is or
will be made, and to the fullest extent permitted by law no responsibility or
liability is or will be accepted by any of Numis or Peel Hunt, or by any of
their affiliates or agents, as to or in relation to, the accuracy or
completeness of this announcement, or any other written or oral information
made available to or publicly available to, any interested party or its
advisers, and any liability therefor, or in connection therewith, is expressly
disclaimed. 
 
 DISCLAIMER – INTENDED ADDRESSEES 
 
 NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG, CANADA, JAPAN, OR
SWITZERLAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S.
PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED). 
 
 This announcement is for information purposes only and does not constitute an
invitation or offer to subscribe for, underwrite or otherwise acquire or
dispose of any securities in any jurisdiction. This announcement is only
intended to be accessed and reviewed by persons to whom it can lawfully be
addressed and is not intended to be transmitted or distributed, directly or
indirectly, into the United States, Australia, New Zealand, Hong Kong, Japan,
Canada or Switzerland or any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction. The transmission and
distribution of this announcement may be restricted by law in various
jurisdictions, and persons who access this announcement should inform
themselves about, and observe, any such restrictions. 
 
 The securities described in this announcement have not been, and will not be,
registered under the U.S. Securities Act 1933, as amended (the “Securities
Act”), or under any relevant securities laws of any state of the United
States of America and, subject to certain exceptions, the securities may not
be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons or to persons within the United States of America, as
such terms are defined in Regulation S under the Securities Act. There will be
no public offering of the securities in the United States. 
 


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