REG-Pan African Resources Plc: Notice of Annual General Meeting
Yesterday 07:02
Pan African Resources PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 3937466 on 25 February 2000) Share code on LSE: PAF Share code on JSE: PAN ISIN: GB0004300496 ADR ticker code: PAFRY (‘Pan African’ or the ‘Company’ or the ‘Group’) Pan African Resources Funding Company Limited Incorporated in the Republic of South Africa with limited liability Registration number: 2012/021237/06 Alpha code: PARI
Notice
of
annual
general
meeting
Notice is hereby given that the 2025 annual general meeting (AGM) of Pan
African will be held at the offices of St James’s Corporate
Services Limited, 107 Cheapside, Second Floor, London EC2V 6DN on Thursday, 20
November 2025 at 11:00 (all references to time in this notice is United
Kingdom time (GMT+00.00), unless otherwise stated).
Shareholders are advised that a document (the “AGM Document”), which
includes the notice of AGM and the summarised annual financial statements for
the year ended 30 June 2025, will be distributed to shareholders later today
(being Tuesday, 28 October 2025).
The AGM Document provides information in respect of a capital reduction to
address the payment of certain past distributions by the Company by way of
dividends, and in respect of certain share buy backs as well as the related
party transactions entered into in order to rectify the situation.
Shareholders are advised that the Company’s Integrated
Annual Report, audited annual financial statements
for the year
ended 30 June 2025
and the AGM Document are
available at:
https://www.panafricanresources.com/investors/financial-reports/
and
https://www.panafricanresources.com/investors/shareholder-announcements/
Background to and reasons for the Capital Reduction
The Company has become aware that the final dividend paid by the Company on 10
December 2024 (the “2024 Dividend”) and the buy back by the Company of
Ordinary Shares (which were carried out by Peel Hunt LLP (“Peel Hunt”) on
behalf of the Company) in July 2025 (the “2025 Buybacks”) were otherwise
than in accordance with the Companies Act 2006 (the “Act”). In relation to
both the 2024 Dividend and the 2025 Buybacks, the interim accounts that were
prepared as at 31 July 2024 for the purposes of section 838 of the Act (the
“2024 Interim Accounts”) (which demonstrated that the Company had
sufficient distributable reserves to pay the 2024 Dividend and make the 2025
Buybacks) were posted to the Registrar of Companies in accordance with the
requirements of the Act, but not received by the Registrar of Companies. The
fact that the Registrar of Companies did not receive the 2024 Interim Accounts
constitutes a procedural breach of the Act.
Further details about the requirements of the Act for the payment of dividends
and the acquisition of its own shares by a company are set out in the
chairman’s letter which is set out in the AGM Document (the “Chairman’s
Letter”) and which has been set out in the full at the end of this
announcement. The defined terms used
in the Chairman’s Letter shall have the same meaning as set out in the AGM
Document.
The consequence of payment of the 2024 Dividend and the payment made in
respect of the 2025 Buybacks (together the “Relevant Distributions”) being
made otherwise than in accordance with the Act is that the Company may have a
claim against all shareholders (former or present) who received any such
distribution (up to the maximum value of cumulative distributions received by
each shareholder from the Relevant Distributions) as well as a claim against
all Directors (individually or in aggregate) who approved the making of the
Relevant Distributions, up to the total aggregate value of approximately
US$28.249 million in respect of the 2024 Dividend and £958,169 in respect of
the 2025 Buybacks.
Capital Reduction
As a result of the Company’s stated desire to continue with its existing
progressive dividend policy, and in order to rectify the Relevant
Distributions made otherwise than in accordance with the Act, the Company must
undertake the proposed cancellation of the full amount standing to the credit
of the Company’s share premium account and the cancellation and
extinguishing of the shares that were the subject of the 2025 Buybacks
(together the “Capital Reduction”) to provide it with the necessary
distributable reserves. Three resolutions (together the “Relevant
Resolutions”) will be proposed at the AGM in order to implement the Capital
Reduction. Further details of the Relevant Resolutions are set out in the
Chairman’s Letter.
In addition to the approval by Shareholders of the cancellation of the share
premium account, the reduction of capital requires the approval of the Court.
Accordingly, following the Annual General Meeting, an application will be made
to the Court in order to confirm and approve the reduction of capital.
It is anticipated that the initial directions hearing in relation to the
Capital Reduction will take place on Friday, 19 December 2025, with the final
Court Hearing taking place on Tuesday, 20 January 2026 and the Capital
Reduction becoming effective on the following day, following the necessary
registration of the Court Order at Companies House.
There will be no change in the number of Ordinary Shares in issue (or their
nominal value) following the implementation of the
Capital Reduction and no new share certificates will be issued as a result of
the Capital Reduction. The Capital Reduction itself will not involve any
distribution or repayment of capital or share premium by the Company and will
not reduce the underlying net assets of the Company. The distributable
reserves arising on the Capital Reduction will, subject to the discharge of
any undertakings required by the Court as explained above, support the
Company’s ability to pay dividends should circumstances in the future make
it desirable to do so and the appropriation of profits to ratify relevant
accounting entries.
Deeds of Release
Earlier today the Company entered into the following deeds of release, each of
which is conditional upon the Capital Reduction becoming effective and the
passing of all the Relevant Resolutions:
* a deed of release in favour of
shareholders of the Company in receipt of the of Relevant Distributions, in
which the Company waived any and all claims which the Company has, or may
have, in respect of the payment of the Relevant Distributions against its
shareholders and former shareholders who appeared on the register of members
on the relevant record dates of each such respective
Relevant Distributions or their respective successors in title (the
“Recipient Shareholders”);
* a deed of release with Peel Hunt in which
the Company waived and released Peel Hunt from any and all claims which the
Company has, or may have, in respect of the 2025 Buybacks and Peel Hunt waived
and released the Company from any and all claims which Peel Hunt has, or may
have, in respect of the 2025 Buybacks; and
* seven deeds of release (i.e. a separate deed with each Director
and together the “Directors’ Deeds of Release”) in which the Company
waived any and all claims which the Company has, or may have, against the
relevant Director or their successors in title at the time of the declaration
and/or payment of each respective Relevant Distributions.
The consequence of the entry into these deeds by the Company is that the
Company will be unable to make any claims against: (a) the Recipient
Shareholders; (b) Peel Hunt; and (c) the Directors, in each case in respect of
the Relevant Distributions.
Related Party Transaction
The entry by the Company earlier today into the Directors’ Deeds of Release
and consequential waiver of any rights of the Company to make claims against
directors in respect of the Relevant Distributions, constitutes a related
party transaction pursuant to Rule 8 of the rules published by the FCA and
contained in the UK Listing Rules Sourcebook as part of the FCA Handbook, as
amended from time to time (the “UKLR”) as each of the Directors is a
related party for the purposes of the UKLR.
Accordingly, as required by UK Listing Rule 8.2.1R, the Board is required to
obtain an opinion from a sponsor that the entry by the Company into each of
the Directors’ Deeds of Release is fair and reasonable so far as the
shareholders of the Company are concerned (together the “Related Party
Transaction”). The Board, having been so advised by Peel Hunt acting in its
capacity as the Company’s sponsor, unanimously considers the Related Party
Transaction is fair and reasonable as far as the Company’s shareholders are
concerned.
In addition, the Relevant Resolutions will be approved by the Shareholders who
are not interested related parties in respect of the Directors’ Deeds of
Release. Accordingly, the Directors have each undertaken to abstain, and to
take all reasonable steps to ensure that their respective associates abstain,
from voting on the Relevant Resolutions.
The JSE has resolved not to impose any further JSE Listings Requirements,
subject to the Directors not voting on the shareholders’ resolution as it
relates to the waiver of claims for directors.
Salient dates
relevant
to
the
AGM
2025
Record date for receipt of this document Wednesday, 22 October
Publication of the AGM Document Tuesday, 28 October
Last day to trade on the JSE in order to vote at the Annual General Meeting Tuesday, 11 November
Last day to trade on the LSE in order to vote at the Annual General Meeting Wednesday, 12 November
Record date for purposes of voting at the Annual General Meeting Friday, 14 November
Latest time and date for receipt of Forms of Proxy for the Annual General Meeting 11.00 (London time) a.m. on Tuesday, 18 November
Annual General Meeting 11.00 (London time) a.m. on Thursday, 20 November
Expected date of initial directions hearing of the Court Friday, 19 December
Expected date of Court Hearing to confirm the Capital Reduction 2026 Tuesday, 20 January
Expected effective date for the Capital Reduction Wednesday, 21 January
Notes
1. The expected dates for the confirmation of the Capital
Reduction by the Court and the Capital Reduction becoming effective are based
on provisional dates that have been obtained for the required Court hearings
of the Company’s application. These provisional hearing dates are subject to
change and dependent on the Court’s timetable.
2. The timetable assumes that there is no adjournment of
the Annual General Meeting. If there is an adjournment, all subsequent dates
are likely to be later than those shown.
3. References in this document are to London times unless
otherwise stated.
Should you wish to attend the 2025 AGM please advise by
e-mail to our Company Secretary - j
ane.kirton@corpserv.co.uk Please
note that any
shareholder who has
not advised attendance will still be
admitted to the AGM, however, pre-registration will ensure smooth access to
the venue.
For further information
on Pan African,
please visit the
Company's website at
www.panafricanresources.com
Rosebank
28 October 2025
Corporate information
Corporate Office The Firs Building 2nd Floor, Office 204 Corner Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 info@paf.co.za Registered Office 107 Cheapside, 2 nd Floor London, EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 jane.kirton@corpserv.co.uk
Chief Executive Officer Cobus Loots Office: + 27 (0)11 243 2900 Financial Director and debt officer Marileen Kok Office: + 27 (0)11 243 2900
Head: Investor Relations Hethen Hira Website: www.panafricanresources.com
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company Secretary Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 3869 0706 Joint Broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: +44 (0)20 7418 8900
JSE Sponsor & JSE Debt Sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0) 63 482 3802 Joint Broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: +44 (0)20 7236 1010
Joint Broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG (Berenberg) Office: +44 (0)20 3207 7800
LETTER FROM THE CHAIRMAN OF THE COMPANY
PAN AFRICAN RESOURCES PLC
(incorporated and registered in England and Wales under
company registration number 03937466)
Directors: Keith Spencer (Non-executive Chairman)* Cobus Loots (Chief Executive Officer) Marileen Kok (Chief Financial Officer) Dawn Earp (Non-executive Director)* Thabo Mosololi (Non-executive Director)* Charles Needham (Non-executive Director)* Yvonne Themba (Non-executive Director)* * Independent Registered office: 107 Cheapside Second Floor London EC2V 6DN
28 October 2025
To Shareholders and, for information only, to option-holders of Pan African
Resources PLC
Dear Shareholder,
NOTICE OF ANNUAL GENERAL MEETING
and
PROPOSED CAPITAL REDUCTION
and
PROPOSED RECTIFICATION OF RELEVANT DISTRIBUTIONS
and
PROPOSED RELATED PARTY TRANSACTIONS
1. Introduction
The Company has discovered that the final dividend paid by the Company on 10
December 2024 and the buy back by the Company of Ordinary Shares in July 2025
were otherwise than in accordance with the strict formalities of the Companies
Act 2006. In relation to both cases, the 2024 Interim Accounts (which
demonstrated that the Company had sufficient distributable reserves to pay the
2024 Dividend and make the 2025 Buybacks) were posted to the Registrar of
Companies in accordance with the requirements of the Act, but not received by
the Registrar of Companies. The fact that the Registrar of Companies did not
receive the 2024 Interim Accounts constitutes a procedural breach of the Act.
This document also provides the details of the 2025 Annual General Meeting
that will be held at the offices of St James’s Corporate Services
Limited, 107 Cheapside, Second Floor, London EC2V 6DN on Thursday, 20 November
2025 at 11:00 a.m. (London time) to consider the resolutions
(including the Relevant Resolutions) that will be put to Shareholders for
approval.
The purpose of this document is to provide you with information about the
Annual General Meeting and the Capital Reduction, the proposed rectification
of Relevant Distributions and the related party transactions and to explain
why the Board considers the Relevant Resolutions to be in the best interests
of the Company and its Shareholders as a whole and unanimously recommends that
you vote in favour of the Relevant Resolutions to be proposed at the Annual
General Meeting.
The entry by the Company into the Directors’ Deeds of Release will be a
related party transaction for the purposes of UKLR 8.1.7R. Shareholders are
directed to paragraph 7 below for
further information about the related party transactions. The JSE has resolved
not to impose any further JSE Listings Requirements, subject to the Directors
not voting on the shareholders’ resolution as it relates to the waiver of
claims for directors.
Shareholders should note that, unless the Resolutions are approved at the
Annual General Meeting and the Court subsequently confirms the Capital
Reduction:
A) the Capital Reduction will not take effect; and
B) the declaration and making of distributions otherwise
than in accordance with the Act will not be rectified.
If the Relevant Resolutions are not all approved, then the Company will retain
a potential right to make claims against the Recipient Shareholders for
recovery of the payment of the Relevant Distributions. There is no certainty
that judgment would be successfully obtained by the Company against the
Recipient Shareholders or that any amount could be recovered if the Company
sought to pursue these potential claims.
If the Relevant Resolutions are not all approved, then the Company has a
potential right to bring claims against the Directors in relation to the
payment of the Relevant Distributions. There is no certainty that judgment
would be successfully obtained by the Company against the Directors or that
any amount could be recovered if the Company sought to pursue these potential
claims.
Part II of this document contains definitions of words and terms that have
been used throughout it. Please refer to Part II as you review this document.
1. Background to, and reasons for, the Capital Reduction
The Act requires that a company must have distributable profits in order to be
able to declare and pay a dividend. A company’s distributable profits are
determined by reference to its most recent audited accounts. Where a
company’s most recent audited accounts do not show that the company has
sufficient distributable profits to justify the payment of a dividend then
that company may justify the payment of a dividend by reference to accounts
(referred to as “interim accounts”) prepared in accordance with section
838 of the Act. In the case of a public limited company, those interim
accounts must be delivered to the Registrar of Companies.
The Board was aware that the Company would not have sufficient distributable
profits as at 30 June 2024 to pay a dividend because the share capital
reduction that the Company undertook in 2024 was not going to become effective
until July 2024. Accordingly, the Company prepared interim accounts as at 31
July 2024 for the purposes of section 838 of the Act (the
“2024 Interim Accounts” ) and the 2024 Interim Accounts
were posted to the Registrar of Companies.
On 10 December 2024 the Company paid a final dividend (the
“2024 Dividend ” ) of ZA
22.00000 cents per Ordinary Share (or approximately US1.20946 cents per
Ordinary Share (using an exchange rate of US$1 = ZAR 18.19) or approximately
0.95611 pence per share (using an exchange rate of £1 = ZAR 23.01).
The 2024 Dividend amounted in approximately US$28.249 million in
aggregate.
In July 2025 the Company acquired a total of 2,003,735 Ordinary Shares (the
“2025 Buybacks” ) for a total
consideration of £958,169. The 2025 Buybacks comprised the acquisition by the
Company of 420,317 Ordinary Shares on 1 July 2025; 400,000 Ordinary Shares on
2 July 2025; 450,002 Ordinary Shares on 3 July 2025; 150,000 Ordinary Shares
on 7 July 2025; and 583,416 Ordinary Shares on 9 July 2025.
A company may only acquire its own shares when the purchase price for such
acquisition is paid out of profits available for distribution (as determined
in accordance with the Act) or out of the proceeds of a fresh issue of shares
for that purpose. The determination of the level of distributable profits for
the purchase of an own share acquisition engages the same principles as
dividends.
It has come to the attention of the Company that, although the 2024 Interim
Accounts were posted to the Registrar of Companies, the 2024 Interim Accounts
were not received by the Registrar of Companies. The fact that the Registrar
of Companies did not receive the 2024 Interim Accounts constitutes a
procedural breach of the Act.
Under the Act, a company may, with the sanction of a special resolution passed
by its shareholders and confirmation of the Court, reduce or cancel its share
capital, share premium account, and other reserves. It may then apply the sums
resulting from such reduction to its distributable reserves. These sums may
then be treated as distributable for the purposes of making future returns to
Shareholders.
The Company has at 30 June 2025, a Share Premium Account standing to the
credit of US$10,877,178, all of which arose on the issue of Ordinary Shares as
part of the consideration for the completion of the acquisition by the Group
of the entire issued share capital of Tennant Consolidated Mining Group Pty
Ltd.
The Act requires that if a company issues shares at a premium to the nominal
value of those shares for cash or otherwise, a sum equal to the aggregate
amount or value of the premiums must be transferred to the company’s share
premium account. A share premium account can only be used in very limited
circumstances. The Company intends to reduce the Share Premium Account in
full.
The Share Premium Account is a statutory reserve in respect of which the Court
has the power to confirm the reduction or cancellation.
Similarly, the Court has power to confirm the extinction and cancellation of
the shares that were the subject of the 2025 Buybacks. If the shares that were
the subject of the 2025 Buybacks had been acquired in accordance with the Act,
the shares would have been cancelled and the nominal value of the shares so
cancelled transferred to the credit of the Company’s capital redemption
reserve.
Both the cancellation of the Share Premium Account and the extinction and
cancellation of the shares that were the subject of the 2025 Buybacks will
comprise the “Capital Reduction” that shareholders will be asked to
approve and the Court asked to confirm.
The Capital Reduction, if approved, will provide the Company with the
flexibility to continue with its existing progressive dividend policy and will
allow the rectification of the Relevant Distributions which have been paid
otherwise than in accordance with the Act as described in
paragraph 2 above.
1. Payment of Relevant Distributions
The consequence of the Relevant Distributions being made otherwise than in
accordance with the Act is that the Company may have a claim against all
shareholders (former or present) who received any such distribution (up to the
maximum value of cumulative distributions received by each shareholder from
the Relevant Distributions) as well as a claim against all Directors
(individually or in aggregate) who approved the making of the Relevant
Distributions, up to the total aggregate value of approximately US$28.249
million in respect of the 2024 Dividend and £958,169 in respect of the 2025
Buybacks.
The Company has entered into the Shareholders’ Deed of Release and seven
Directors’ Deeds of Release (i.e. a separate deed with each Director). The
consequence of the entry into these deeds by the Company is that the Company
will be unable to make any claims against: (a) the Recipient Shareholders; and
(b) the Directors, in each case in respect of the Relevant Distributions.
In addition, the Company has entered into the Peel Hunt Deed of Release with
Peel Hunt. Under the Peel Hunt Deed of Release, which is conditional upon the
Capital Reduction becoming effective and the passing of the Relevant
Resolutions, the Company waived and released Peel Hunt from any and all claims
which the Company has, or may have, in respect of the 2025 Buybacks and Peel
Hunt waived and released the Company from any and all claims which Peel Hunt
has, or may have, in respect of the 2025 Buybacks.
The entry by the Company into the Directors’ Deeds of Release constituted a
related party transaction (as defined in the UKLR). This is because each of
the Directors is deemed to be a related party under the UKLR and they will be
released from any liability to repay any amounts of the Relevant Distributions
pursuant to the Directors’ Deeds of Release (as applicable).
Paragraph (v) of the Consequential and Releasing Resolution will seek the
specific approval of the Company’s shareholders for the entry into the
Directors’ Deed of Release.
1. The Capital Reduction
As a result of the Company’s stated desire to continue with its existing
progressive dividend policy, and in order to rectify the Relevant
Distributions made otherwise than in accordance with the Act, the Company must
undertake the Capital Reduction to provide it with the necessary distributable
reserves.
In addition to the approval by Shareholders of the cancellation of the share
premium account, the reduction of capital requires the approval of the Court.
Accordingly, following the Annual General Meeting, an application will be made
to the Court in order to confirm and approve the reduction of capital.
In providing its approval of the Capital Reduction, the Court may require
measures to be put in place for the protection of creditors (including
contingent creditors) of the Company whose debts remain outstanding on the
relevant date, except in the case of creditors who have consented to the
Capital Reduction. Shareholders should note that (although the Group has debt
and creditors) the Company itself (which will be the entity considered by the
Court) has no senior debt and only minor creditors for service providers to
the Company are expected. Such creditor protection measures may include
seeking the consent of the Company’s creditors to the Capital Reduction or
the provision by the Company to the Court of an undertaking to deposit a sum
of money into a blocked account created for the purpose of discharging the
non-consenting creditors of the Company or an undertaking to treat as
undistributable for the time being certain sums representing the realisation
of “hidden value” in the balance sheet as at the Effective Date
.
It is anticipated that the initial directions hearing in relation to the
Capital Reduction will take place on Friday, 19 December 2025, with the final
Court Hearing taking place on Tuesday, 20 January 2026
and the Capital Reduction becoming effective on the following day, following
the necessary registration of the Court Order at Companies House.
There will be no change in the number of Ordinary Shares in issue (or their
nominal value) following the implementation of the Capital Reduction and no
new share certificates will be issued as a result of the Capital Reduction.
The Capital Reduction itself will not involve any distribution or repayment of
capital or share premium by the Company and will not reduce the underlying net
assets of the Company. The distributable reserves arising on the Capital
Reduction will, subject to the discharge of any undertakings required by the
Court as explained above, support the Company’s ability to pay dividends
should circumstances in the future make it desirable to do so and the
appropriation of profits to ratify relevant accounting entries.
Shareholders should note that if, for any reason, the Court declines to
approve the Capital Reduction, the Capital Reduction will not take place. The
Board reserves the right to abandon or to discontinue (in whole or in part)
the application to the Court in the event that the Board considers that the
terms on which the Capital Reduction would be (or would be likely to be)
confirmed by the Court would not be in the best interests of the Company
and/or its Shareholders as a whole. The Board has undertaken a thorough and
extensive review of the Company’s liabilities (including contingent
liabilities) and considers that the Company will be able to satisfy the Court
that there is no real likelihood that any creditor of the Company would be
prejudiced by the Capital Reduction.
1. Annual General Meeting and the Relevant Resolutions
The Notice of Annual General Meeting is set out in Part IV of this document.
The Annual General Meeting will take place at the offices of St James’s
Corporate Services Limited, 107 Cheapside, Second Floor, London EC2V 6DN at
11.00 a.m. (London time) on Thursday, 20 November 2025. At the Annual General
Meeting, the three Relevant Resolutions will (in addition to the 18 other
resolutions) be proposed to Shareholders. All the Relevant Resolutions will be
proposed as special resolutions.
The first Relevant Resolution (the “Dividend Approval Resolution”) will be
to approve the appropriation to the year ended 30 June 2024 of the
distributable profits of the Company as at 31 July 2024 (as shown in the 2024
Interim Accounts) in respect of the payment of the 2024 Dividend.
The second Relevant Resolution (the “Reduction Approval Resolution”) will
have two limbs to it, both of which are subject to confirmation of the Court
(with such confirmation being at the Court’s discretion) and are summarised
below:
* the first limb is to approve the cancellation of the Company’s
share premium account (the “Capital Reduction”); and
* the second limb, is to reduce the share capital of the Company by
cancelling and extinguishing the 2,003,735 Ordinary Shares repurchased for and
on behalf of the Company between 1 and 9 July 2025 (the “Cancellation
Shares”), for a total consideration of £958,169.
The third Relevant Resolution (the “Consequential and Releasing
Resolution”) will have five limbs to it, each of which are subject to the
passing of the Reduction Approval Resolution and the confirmation of the Court
(with such confirmation being at the Court’s discretion) and are summarised
below:
* the first limb is confirm that, so far as possible, any amount
released by such reductions of capital be credited to the distributable
profits of the Company and all necessary sums thereafter be attributed from
such distributable profits to the payment of the 2024 Dividend and to the
payment of the purchase proceeds paid in respect of the 2025 Buybacks;
* the second limb is to confirmed that the amount equivalent to the
nominal value of the Cancellation Shares purportedly purchased pursuant to the
2025 Buybacks from the Company’s share capital be transferred to the credit
of the Company’s capital redemption reserve;
* the third limb is to approve the release and waiver of all claims
which the Company may have in respect of the Relevant Distributions against
previous and current shareholders and their successors in title and to ratify
and authorise the Company’s entry on 28 October 2025 into a deed of release
in respect of such matters;
* the fourth limb is to approve the release and waiver by the
Company of any claims which it has or may have against Peel Hunt in respect of
the 2025 Buybacks (and the reciprocal release and waiver by Peel Hunt of any
claims which Peel Hunt has or may have against the Company) in respect of the
2025 Buybacks and to ratify and authorise the Company’s entry on 28 October
2025 into a deed of release in respect of such matters; and
* the fifth limb is to approve the release and waiver of all claims
which the Company may have in respect of the Relevant Distributions against
the directors (and their personal representatives and successors in title) at
the time of declaration and payment of each of the Relevant Distributions and
to ratify and authorise the Company’s entry on 28 October 2025 into separate
deeds of release with each of the Directors in respect of such matters.
The Relevant Resolutions (being special resolutions) will be passed if 75% or
more of the votes cast (in person or by proxy) at the Annual General Meeting
are in favour of the Relevant Resolutions.
1. The effect of the Relevant Resolutions and the Capital Reduction
The Company has been advised that the approach the Company is proposing by way
of the Relevant Resolutions is consistent with the approach taken by other UK
incorporated publicly quoted companies which have made distributions otherwise
than in accordance with the Act and which have made share buy backs which may
not have been in accordance with the Act.
The Relevant Resolutions, the full text of which are set out in the Notice of
Annual General Meeting, are to be proposed as special resolutions and, if
passed, will, in conjunction with the relevant deeds of release, put all
potentially affected parties in the position, so far as possible, in which
they were always intended to be had the 2024 Dividend been made in accordance
with all of the procedural requirements of the Act and as if the 2025 Buybacks
had been made in accordance with all of the procedural requirements of the
Act.
The proposed authorisation of the appropriation of the Company’s
distributable profits to the payment of the Relevant Distributions and the
entry by the Company into the Shareholders’ Deed of Release, will not have
any effect on the Company’s financial position. This is because the
aggregate amount of the Relevant Distributions is equal to, and offset by, the
release of each Recipient Shareholder from their liability to repay the amount
already paid to them in respect of their respective Relevant Distributions,
and the Company will not be required to make any further payments to
shareholders in respect of the Relevant Distributions.
The entry by the Company into the Directors’ Deeds of Release does not have
any impact on the Company’s financial position as the Company has not
recorded or disclosed its right to potentially make claims against the
Directors in respect of the Relevant Distributions as an asset or contingent
asset of the Company.
1. Related Party Transactions with the Directors
The entry by the Company on 28 October 2025 into the Directors’ Deeds of
Release and consequential waiver of any rights of the Company to make claims
against directors in respect of the Relevant Distributions, constitutes a
related party transaction pursuant to Rule 8
of the UKLR as each of the Directors is a related party for the purposes
of the UKLR. The Directors confirm that in relation to the seven Directors’
Deeds of Release that, having consulted with Peel Hunt in its capacity as
sponsor of the Company, they consider (with each director abstaining from the
voting on Directors’ Deed of Release that relates to him or her) that the
execution by the Company of such Directors’ Deed of Release is fair and
reasonable as far as the Company and the Shareholders are concerned.
In addition, the Relevant Resolutions will be approved by the Shareholders who
are not interested related parties in respect of the Directors’ Deeds of
Release. Accordingly, the Directors have each undertaken to abstain, and to
take all reasonable steps to ensure that their respective associates abstain,
from voting on the Relevant Resolutions.
1. Taxation position of UK shareholders
The following comments are intended as a general guide only and relate only to
certain UK tax consequences of the Reduction of Capital. The comments are
based on current legislation and HM Revenue & Customs published practice, both
of which are subject to change, possibly with retrospective effect. These
comments deal only with Shareholders who are resident for taxation purposes in
the UK, who are the absolute beneficial owners of the Ordinary Shares and who
hold them as an investment and not in a trading account (
“UK Shareholders ”). They do not deal with the position
of certain classes of Shareholders, such as dealers in securities, insurance
companies, collective investment schemes or persons regarded as having
obtained their Ordinary Shares by reason of employment.
Any Shareholder who has any doubt about their own taxation position, or who is
subject to taxation in any jurisdiction other than the UK should consult their
own professional taxation advisor immediately.
The Capital Reduction
The Capital Reduction should not have any consequences for UK Shareholders for
the purposes of UK taxation of chargeable gains (“ CGT
”), UK income tax or UK corporation tax.
UK stamp duty and stamp duty reserve tax
No stamp duty or stamp duty reserve tax will be payable on the Reduction of
Capital.
1. Action to be taken in respect of the Annual General Meeting
Shareholders can appoint a proxy electronically using the link
www.signalshares.com –
Details of how to appoint a proxy in this way are set out on pages 115 to 116
of this document. Details of how to complete, or request an additional, hard
copy Form of Proxy are set out on pages 119 to 121 of this document. To be
valid, a Form of Proxy must be returned as soon as possible and so as to be
received by the Registrars by not later than 11.00 a.m.
(London time) on Tuesday, 18 November.
The completion and return of the Form of Proxy will not prevent you from
attending and voting at the Annual General Meeting in person.
In accordance with current best practice and to ensure voting accurately
reflects the views of Shareholders, it will be proposed at the Annual General
Meeting that voting on the Relevant Resolutions will be conducted by poll vote
rather than by a show of hands and the relevant procedures will be explained
at the Annual General Meeting.
If the Relevant Resolutions are not all passed, the Company may continue to
have claims against the Directors and Recipient Shareholders.
1. Questions
If you wish to ask a question relating to the business of the Annual General
Meeting in advance, please submit your questions to
info@paf.co.za. or jane.kirton@corpserv.co.uk,
please include in your email: the shareholder’s full name, number of
shares held and telephone contact details.
1. Recommendation
The Board considers the Relevant Resolutions to be in the best interests of
the Company and its Shareholders as a whole and the Board unanimously
recommend that you vote in favour of the Relevant Resolutions to be proposed
at the Annual General Meeting.
In addition, the Directors have each undertaken to abstain, and to take all
reasonable steps to ensure that their respective associates abstain, from
voting on the Relevant Resolutions. The aggregate shareholdings of the
Directors are 9,475,854 Ordinary Shares representing approximately 0.41% of
the Ordinary Shares in issue at the date of this document.
Yours faithfully
Keith Spencer
Non-executive Chairman
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