REG-Pan African Resources Plc: Proposed Capital Reduction & Notice of General Meeting
17/02/2026 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 Resources” 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
PROPOSED CAPITAL REDUCTION AND NOTICE OF GENERAL MEETING
Shareholders are referred to the announcement published on 22 December 2025,
in terms of which the Company advised, inter alia
, that the previously proposed share capital reduction involving
the cancellation of the Company’s share premium account and the cancellation
and extinguishment of certain shares in the Company’s capital (“Capital
Reduction”) would not proceed, as a result of the Court not being satisfied
that notice of the general meeting (at which resolutions were passed to
approve and implement the Capital Reduction) had been appropriately given to
all shareholders.
In the circumstances, the Company hereby gives notice that a new general
meeting of shareholders (“General Meeting”) will be held at the offices of
Druces LLP, Sixth Floor, 99 Gresham Street, London EC2V 7NG on Thursday, 26
March 2026 at 11:00 a.m. (London time). The purpose of the General Meeting
will be to seek, inter alia , a
renewed approval of the Capital Reduction and approval of a proposed amendment
to the Company’s Articles of Association.
Shareholders are advised that the notice of General Meeting and circular will
be distributed to shareholders today, being Tuesday, 17 February 2026.
The circular provides information, in respect of a capital reduction to enable
the Company to pay future dividends, 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 resultant related party transactions and a
proposed amendment to the Company’s Articles of Association. A copy of the
notice of General Meeting and circular are also available at:
https://www.panafricanresources.com/investors/shareholder-announcements/
The chairman’s letter has been extracted from the circular and is set out 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 circular.
Salient dates relevant to the General Meeting
Record date for receipt of the Circular Wednesday, 11 February 2026
Last day to trade on the JSE in order to vote at the General Meeting Thursday, 19 March 2026
Last day to trade on the LSE in order to vote at the General Meeting Friday, 20 March 2026
Record date for purposes of voting at the General Meeting Tuesday, 24 March 2026
Latest time and date for receipt of Forms of Proxy for the General Meeting 11.00 (London time) a.m. on Tuesday, 24 March 2026
General Meeting 11.00 (London time) a.m. on Thursday, 26 March 2026
Expected date of initial directions hearing of the Court Wednesday, 15 April 2026
Expected date of Court Hearing to confirm the Capital Reduction Tuesday, 28 April 2026
Expected effective date for the Capital Reduction Wednesday, 29 April 2026
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 General Meeting. If there is an adjournment, all subsequent dates are
likely to be adjusted accordingly.
Rosebank
17 February 2026
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
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
The chairman’s letter (which is dated 17 February 2026) extracted from the
circular reads as follows:
Dear Shareholder,
NOTICE OF GENERAL MEETING
and
PROPOSED CAPITAL REDUCTION
and
PROPOSED RECTIFICATION OF RELEVANT DISTRIBUTIONS
and
PROPOSED RELATED PARTY TRANSACTIONS
and
PROPOSED AMENDMENT TO ARTICLES OF ASSOCIATION
1. Introduction
As explained in the 2025 AGM Circular, the Company 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.
The Company therefore included the 2025 Capital Reduction Resolutions in the
2025 Notice of AGM in order to rectify the Relevant Distributions by
implementing the Proposed 2025 Capital Reduction. The first court hearing in
respect of the Proposed 2025 Capital Reduction was on Friday, 19 December
2025. At that hearing the Court was not satisfied that the notice of the 2025
Capital Reduction Resolutions had been appropriately given to all
Shareholders. Certain Shareholders in South Africa had indicated that they
would not normally wish to receive notices from the Company and hence did not
receive the formal notification of the Proposed 2025 Capital Reduction.
Notwithstanding that several of the Shareholders in this category became aware
of the 2025 AGM through other means and voted on the 2025 Capital Reduction
Resolutions in any event, the Court determined that the Proposed 2025 Capital
Reduction could not proceed on the timetable originally envisaged.
The Company is therefore convening the General Meeting in a manner which it
believes will satisfy the Court that appropriate notice has been given to all
Shareholders of the Capital Reduction Resolutions. The purpose of this
document is to provide you with information about: the General Meeting and the
Capital Reduction; the proposed rectification of Relevant Distributions; the
related party transactions; the proposed amendment to the Articles;
and to explain why the Board considers the Proposals 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 Resolutions (including the Capital
Reduction Resolutions).
This document also provides the details of the General Meeting that will be
held at the offices of Druces LLP, Sixth Floor, 99 Gresham Street,
London EC2V 7NG on Thursday, 26 March
2026 at 11:00 a.m. (London time) to consider the resolutions
(including the Capital Reduction Resolutions) that will be put to Shareholders
for approval.
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 Capital Reduction Resolutions are
approved at the 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 Capital Reduction 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 Capital Reduction 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.
The passing or failure to pass the Articles Amendment Resolution will not
affect the Capital Reduction or the ability of the Company to make a claim
against the Recipient Shareholders for recovery of the payment of the Relevant
Distributions and/or a claim against the Directors in relation to the payment
of the Relevant Distributions.
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 had 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
Shareholders’ Deed of Release and seven Directors’ Deeds of Release are
all conditional upon the Capital Reduction becoming effective and the passing
of the Capital Reduction Resolutions. 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 Capital Reduction
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 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 Wednesday, 15
April 2026, with the final Court Hearing taking place on Tuesday,
28 April 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. General Meeting and the Capital Reduction
Resolutions
The Notice of General Meeting is set out in Part IV of this document.
The General Meeting will take place at the offices of Druces LLP, Sixth Floor,
99 Gresham Street, London EC2V 7NG at 11.00 a.m. (London time) on 26 March
2026 to consider the Resolutions (including the Capital Reduction Resolutions)
that will be put to Shareholders for approval.
At the General Meeting, the three Capital Reduction Resolutions will (in
addition to the Articles Amendment Resolution) be proposed to Shareholders.
All the Capital Reduction Resolutions will be proposed as special resolutions.
The first Capital Reduction 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 Capital Reduction 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 Capital Reduction 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 to 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 confirm 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 16
February 2026 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 16
February 2026 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 16
February 2026 into separate deeds of release with each of the
Directors in respect of such matters.
The Capital Reduction Resolutions (being special resolutions) will be passed
if 75% or more of the votes cast (in person or by proxy) at the General
Meeting are in favour of the Capital Reduction Resolutions.
1. The effect of the Capital Reduction Resolutions and
the Capital Reduction
The Company has been advised that the approach the Company is proposing by way
of the Capital Reduction 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 Capital Reduction Resolutions, the full text of which are set out in the
Notice of 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 16
February 2026 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.
Accordingly, as required by UK Listing Rule 8.2.1R, the Board is required to
obtain an opinion from a sponsor that each of: i) the waiver of claims in
connection with the Relevant Distributions; and ii) the entry into a deed of
release for such purpose, are 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 LLP 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 Capital Reduction 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 Capital Reduction Resolutions.
1. Reason why the Proposed 2025 Capital Reduction did
not proceed
As mentioned above, it is the practice in South Africa that a shareholder in
South Africa can indicate to a company that it/he/she does not want to receive
all the documents or communications that a company issues to shareholders.
Such a shareholder is known as a "No indicator". If a shareholder in South
Africa is not a "No indicator" then they are considered to be a "Yes
indicator". A company can take a decision to override a "No indicator" request
for certain important corporate actions. Shareholders in South Africa who are
"No indicators” would nonetheless be able to access all documents or
communications issued to Shareholders on the Company’s website.
The Company did not override a "No indicator" request in relation to the 2025
AGM Circular, incorporating the 2025 Notice of AGM as the Company did not
believe the 2025 AGM involved issues of sufficient gravity to justify
overriding the "No indicators” requests. Shareholders in South Africa who
are "No indicators” would in any event have been able to access the 2025 AGM
Circular, incorporating the 2025 Notice of AGM on the Company’s website.
Further, the Ordinary Shares held by “No indicators” are predominately
held by institutional shareholders, which includes custodians and other
dematerialised Shareholders. It is normal practice for Strate Proprietary
Limited, the central securities depository in South Africa, being responsible
for the electronic clearing and settlement system provided to the JSE, to send
a swift message to custodians and other dematerialised shareholders informing
them of announcements released and/or documents issued by companies listed on
the JSE. Stockbrokers or custodians then typically advise the underlying
beneficial shareholders for which they hold shares on behalf of, including "No
indicators", of the availability of announcements and company documents in
accordance with the account mandates between the parties. The fact and nature
of the business of the 2025 AGM was announced on the Stock Exchange News
Services of the JSE on 28 October 2025.
Notwithstanding that several of the Shareholders in this category became aware
of the 2025 AGM through other means and voted on the 2025 Capital Reduction
Resolutions in any event, at the hearing held on 19 December 2025, the Court
determined that the Proposed 2025 Share Capital Reduction could not proceed on
the timetable originally envisaged. Because of that determination by the
Court, the Company has overridden the "No indicator" request in relation to
this Circular, which therefore will be distributed to all Shareholders
recorded in the Company’s share register on Wednesday, 11 February 2026,
being the record date for receipt of this Circular, including those who have
submitted a “No indicator” request.
1. Proposed change to the Articles
Article 64 of the Articles, deals with how notice of general meetings may be
served on Shareholders. Resolution 4 is being proposed as a special resolution
in order to add the following sentence to the end of Article 64 of the
Articles: “ Notwithstanding the foregoing, save insofar
as the directors consider it appropriate to do so, the Company need not give
notice of any general meeting to any member of the Company who has been
recorded by the Company’s transfer secretaries in the Republic of South
Africa as being a “no indicator” (that is as a person not wishing to
receive communications and or documents issued by the Company to members of
the Company, including any notice of general meeting of the Company) and any
general meeting so convened shall be valid and effective in all respects.”
The intention of this amendment is to ensure that in future the Company will
not need to override a “No indicator” request in order to ensure that the
Court considers that notice of a general meeting has been properly given.
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 Capital Reduction. 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 Capital
Reduction.
1. Action to be taken in respect of the General Meeting
Shareholders can appoint a proxy electronically using the Investor Centre app
or online at
https://uk.investorcentre.mpms.mufg.com/ .
Details of how to appoint a proxy in this way are set out on pages 22 to 23 of
this Circular. Details of how to complete, or request an additional, hard copy
Form of Proxy are set out on pages 23 to 29 of this Circular. 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, 24 March 2026.
The completion and return of the Form of Proxy will not prevent you from
attending and voting at the 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 General Meeting
that voting on the Resolutions (including the Capital Reduction Resolutions)
will be conducted by poll vote rather than by a show of hands and the relevant
procedures will be explained at the General Meeting.
If the Capital Reduction 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 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 Resolutions (including the Capital Reduction
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
Resolutions to be proposed at the 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 Capital Reduction 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 Circular.
The Directors may vote on the Articles Amendment Resolution and intend to
vote, and to take all reasonable steps to ensure that their respective
associates vote, in favour of the Articles Amendment Resolution.
Yours faithfully
Keith Spencer
Non-executive Chairman
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