REG-Pan African Resources PLC: Proposed Financing for Eikhulu Tailings Project <Origin Href="QuoteRef">PAFR.L</Origin> - Part 1

Pan African ResourcesAnnouncement

12/04/2017 07:05

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND
THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE,
DISSEMINATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SECURITIES REFERRED TO
HEREIN, IN OR INTO ANY JURISDICTION WHERE SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH JURISDICTION.

Pan African Resources PLC

(“PAF”, the “Company” or the “Group”)

AIM Code: PAF

JSE Code: PAN

ISIN: GB0004300496

Proposed Financing for Elikhulu Tailings Project

Pan African Resources PLC, the Africa-focused precious metals producer, is
pleased to announce a proposed comprehensive funding package for the Elikhulu
Tailings Project, comprising:
* a proposed placing (the “Placing”) to existing and new institutional
investors of 291,480,983 new ordinary shares of 1 pence each (“Placing
Shares” or “New Ordinary Shares”) at an issue price of 14 pence per
Placing Share or ZAR2.42 per Placing Share (together the “Issue Price”) to
raise approximately ZAR705 million (US$51 million); and
* a ZAR1.0 billion (US$72 million) underwritten seven-year debt facility which
has been agreed in principle with Rand Merchant Bank, a division of FirstRand
Bank Limited (“RMB facility”).
The funding package will be used to fast-track development of the Company’s
Elikhulu Tailings Project in South Africa (“Elikhulu” or the
“Project”) following publication of the Definitive Feasibility Study for
the Project, announced on 5 December 2016. Elikhulu is expected to produce
approximately 56,000 ounces of gold per year for its first eight years of
operations and 45,000 ounces of gold for the remaining five years.
Commissioning and first gold of the Project is forecast and expected in the
final quarter of the 2018 calendar year.

Capitalised terms not otherwise defined in the text of this Announcement are
defined in Appendix III ("Definitions") of this Announcement.

Cobus Loots, Chief Executive Officer of PAF, commented:

“The completion of the proposed equity portion of the Elikhulu funding
package and subsequent construction of the project will represent another key
milestone for the Group. Elikhulu is expected to deliver low-risk and low-cost
gold production within a relatively short timeframe.  This initiative,
together with our recently announced coal disposal, is consistent with our
strategy of pursuing and executing value accretive opportunities both within
and outside of South Africa.”

Funding highlights
* Placing to raise gross proceeds of approximately ZAR705 million (US$51
million)  subject to demand at the Issue Price of 14 pence per Placing Share
or ZAR2.42 per Placing Share (discounts of approximately 12.5 percent and 11.0
percent to the Company’s share price of 16 pence per share and ZAR2.72 per
share respectively as at market close on 11 April 2017);
* The net proceeds of the Placing will be used in conjunction with the
proposed c. ZAR1.0 billion (US$72 million) RMB facility to fund the US$120
million total capital expenditure to bring Elikhulu into production; and
* The balance of the net proceeds of the Placing will be used for working
capital.
Details of the Placing
* The Placing is being conducted, subject to the satisfaction of certain
conditions, through an accelerated bookbuilding process (the “Bookbuild”).
The Company has appointed Numis Securities Limited (“Numis”), Hannam &
Partners (Advisory) LLP (“H&P”) and Peel Hunt LLP (“Peel Hunt”) as the
UK placing agents and The Standard Bank of South Africa Limited (“Standard
Bank”) and Rand Merchant Bank, a division of FirstRand Bank Limited
(“RMB”) as the South African placing agents (together, the “Placing
Agents” or “Bookrunners”) in connection with the Placing, which will be
undertaken in accordance with the terms and conditions set out in Appendix I
to this Announcement. Pursuant to the terms of the Placing Agreement, the
Placing Agents have conditionally agreed to use their reasonable endeavours to
place the Placing Shares on a non-underwritten basis at the Issue Price with
both existing and new institutional investors. Members of the public are not
entitled to participate in the Placing.
* The Placing Agents will immediately commence the Bookbuild. The books are
expected to close no later than 12.00 p.m. BST / 1.00 p.m. SAST today. The
timing of the closing of the books and the announcement of allocations may be
accelerated or delayed at the Placing Agents’ sole discretion. This
Announcement gives details of the terms and conditions of, and the mechanics
of participation in, the Placing.
* The price at which the Placing Shares are to be placed will be the Issue
Price. The Bookbuild will establish the number of Placing Shares to be issued
at the Issue Price, which will be agreed between the Placing Agents and the
Company following completion of the Bookbuild.
* The total number of Placing Shares issued in the Placing will be determined
subject to demand. The Directors of the Company, in consultation with the
Placing Agents, reserve the right to adjust the final size of the Placing. The
number of Placing Shares will be announced on a Regulatory Information Service
and SENS following completion of the Bookbuild.
The Company will apply for admission of the Placing Shares to trading on AIM
(“UK Admission”) and to the JSE for the listing of the Placing Shares on
the Main Board of the JSE ("South African Admission" and together with the UK
Admission, “Admission”). Subject to the Placing Agreement not having been
terminated in accordance with its terms, it is expected that Admission of the
Placing Shares will occur on or around 19 April 2017.

Placing Agreement

The Placing Agreement contains customary warranties given by the Company to
the Placing Agents as to matters relating to the Company and its business and
a customary indemnity given by the Company to the Placing Agents in respect of
liabilities arising out of or in connection with the Placing. The Placing
Agents are entitled to terminate the Placing Agreement in certain
circumstances prior to admission of the Placing Shares, including
circumstances where any of the warranties are found not to be true or accurate
or were misleading and upon the occurrence of certain other events. The
Placing Shares will be issued to Placees credited as fully paid and will, upon
issue, rank pari passu in all respects with the PAF ordinary shares then in
issue, including all rights to receive all dividends and other distributions
declared, made or paid following Admission of such Placing Shares. The Placing
Shares are not being made available to the public or being offered or sold in
any jurisdiction where it would be unlawful to do so. The Placing is not being
underwritten by the Placing Agents or any other person.

The Placing Agents may choose to accept or reject bids, either in whole or in
part, on the basis of allocations determined at their discretion (in agreement
with the Company) and may scale down any bids for this purpose on such basis
as it may determine. Investors should refer to their trade confirmation.

UK and European Investors

Investors in the UK, the EU and Switzerland who qualify for participation in
the Placing may participate in accordance with the terms and conditions of the
Placing which are set out in Appendix I to this Announcement.

South African investors

Investors in South Africa who qualify for participation in the Placing may
participate in accordance with the terms and conditions of the Placing which
are set out in Appendix I to this Announcement.

US Investors

The Placing is being made outside the United States in “offshore
transactions” within the meaning of, and pursuant to, Regulation S under the
US Securities Act.

Exchange Rates

In this Announcement, references to "pounds sterling", "£", "pence" and "p"
are to the lawful currency of the United Kingdom, references to "US dollars",
"US$" and "cents" are to the lawful currency of United States of America and
references to "South African Rand", "R" and "ZAR" are to the lawful currency
of the Republic of South Africa. Unless otherwise stated, the basis of
translation of pounds sterling into US dollars for the purposes of inclusion
in this Announcement is £1.00/US$1.25 and the basis of translation of pounds
sterling into South African Rand is £1.00/ZAR17.26. Translation of US dollars
into South African Rand is US$1.00/ZAR13.83.

Your attention is drawn to the detailed terms and conditions of the Placing
described in Appendix I to this Announcement, which forms part of this
Announcement and sets out further information relating to the Bookbuild and
the terms and conditions of the Placing, and to Appendix II to this
Announcement which sets out certain risk factors in connection with the
Placing.

Expected Timetable of Principal Events

 Launch of the Bookbuild                                                                                                                     12-Apr-17  
 Expected closing of the Bookbuild                                                                                    12pm BST               12-Apr-17  
 Results of the Placing announced through a Regulatory Information Service and on SENS                               By 5pm BST              12-Apr-17  
 Admission and commencement of dealings in Placing Shares on the UK share register                                     8am BST               19-Apr-17  
 Admission and commencement of dealings in Placing Shares on the SA share register                                   By 8am SAST             19-Apr-17  
 Placing Shares credited to CREST accounts (uncertificated holders only on the UK share register)         as soon as possible after 8am BST  19-Apr-17  
 Placing Shares credited to CSDP/broker accounts (uncertificated holders only on the SA share register)  as soon as possible after 8am SAST  19-Apr-17  
 Expected despatch of definitive share certificates (where applicable)                                                   by                  24-Apr-17  

(1) Each of the times and dates set out in the above timetable and mentioned
in this announcement and in any other document issued in connection with the
Placing is subject to change by the Company (with the agreement of the
Bookrunners, in certain instances), in which event details of the new times
and dates will be notified to the London Stock Exchange and the JSE Limited
and, where appropriate, to Shareholders through an announcement on a
Regulatory Information Service and on SENS.

(2) Any reference to a time in this announcement is to UK time, unless
otherwise specified.

(3) 12.00 p.m. refers to midday.

(4) If the Placing proceeds, the Bookbuild will close once the Placing Agents
(in consultation with the Company) have decided sufficient applications for
Placing Shares have been received.

Background to and reasons for the Placing

The net proceeds of the Placing will be used to advance Elikhulu towards
expected first gold production in the final quarter of 2018 with the mine
construction anticipated to commence in the third quarter of 2017. Fast
tracking earthworks and placing deposits for long lead items whilst awaiting
the full RMB facility draw down will have numerous advantages to the Company
in maintaining its proposed timelines.  The Company received credit approval
for a ZAR1.0 billion (US$72 million) underwritten loan facility with RMB.  It
is a 7-year term (capital to be repaid through equal quarterly repayments
after a grace period of 2 years) at a competitive prevailing interest rate. 
The debt facility has credit approval but remains subject to finalisation of
definitive legal agreements, and the fulfilment of conditions precedent
including licensing approvals and other conditions typical/customary for a
facility of this nature.  As part of their credit approval process, RMB
appointed the Mineral Corporation, as an independent technical advisor, to
review the DRA DFS for fatal flaws. Their review did not identify any such
flaws.  The debt redemption profile is matched to that of the Elikhulu
project’s cash flows and the projects funding is not expected to impact on
PAR’s ability to pay dividends during the construction period.

The Company published the results of its Elikhulu Definite Feasibility Study
(the “DFS” or the “Study”) on 5 December 2016, which indicates
excellent recoverable grades and gold production, attractive financial returns
and a low execution risk, with the DFS results surpassing expectations of
previous technical and financial assessments of the Project.

At a US$1,180 per ounce gold price the DFS results outlined a NPV(9) of
US$75.6 million, real post-tax IRR of 34.3% and low all in sustaining costs of
US$527 per ounce of gold (cash costs US$440 per ounce) for a 13 year LOM gold
production at an average of 52,000 ounces per annum. 56,000 ounces of gold is
expected to be produced by the Project per year during the initial eight years
of operations.

The Study included the finalisation of detailed plant engineering and process
design work, enhanced geotechnical, hydrological and hydrogeological studies,
as well as a robust mine plan, which should allow for the commencement of mine
construction in the third quarter of the 2017 calendar year. First gold
forecast from the Project is for the final quarter of the 2018 calendar year.

The DFS Study is published on the PAF website and can be viewed on the
following link:

http://www.panafricanresources.com/wp-content/uploads/DRA-DFS-Executive-Summary-Final.pdf

Use of proceeds

The net proceeds of the Placing will be used in conjunction with the RMB
facility to fund the US$120 million total capital expenditure to bring
Elikhulu into production. The balance of the net proceeds of the Placing will
be used for working capital.

Current Trading and Prospects

The Company announced its results for the six months ended 31 December 2016 on
22 February 2017, in which the Company reported gold production of 91,613
ounces for the first half of 2017.

The Company also announced on 20 February 2017 that it had sadly suffered a
fatality on its Evander 7 shaft complex on 15 February 2017, and that
Evander’s management had initiated studies which identified critical
infrastructure issues requiring remedial action, to ensure safe and
sustainable operation of Evander 7 and 8 shafts.

The nature of these refurbishments require a suspension of Evander’s
underground mining operations for a period of up to 55 days, during which
critical infrastructure issues will be addressed. Evander’s tailings and
surface operations will be unaffected by the underground mining suspension.

The cost of the shaft refurbishment programmes is expected to be approximately
ZAR40 million, which will be funded from the Company’s existing banking
facilities.

In light of these recent developments, the Company has revised its gold
production guidance for the financial year ending 30 June 2017 from 195,000
ounces to approximately 181,000 ounces.

The Company announced on 5 April 2017 that it has concluded an agreement with
Coal of Africa Limited (“CoAL”), whereby the Company will dispose of all
its shares and loan accounts in its wholly-owned subsidiary, Pan African
Resources Coal Holdings Proprietary Limited (“PAR Coal”), the holding
company of Uitkomst, to CoAL for a total consideration of cash and shares to
the value of ZAR275 million.

Further to the announcement on 20 February 2017, the Company provided an
update on 10 April 2017, stating the refurbishment of the 7 and 8 shaft
complex is progressing according to schedule and is expected to be completed
on 15 April 2017 within the original ZAR40 million cost estimate.

All of the Company’s announcements can be found on the website at
http://www.panafricanresources.com/.

Other Opportunities

Although the Company’s current focus is on bringing Elikhulu to production
in the near-term, PAF regularly reviews opportunities to enhance its business
through acquisitions, joint ventures and other combinations with companies, in
line with its stated objectives.

This announcement contains inside information which is disclosed in accordance
with the Market Abuse Regulation.

                                                                                                                                                                                                                                                                                                                                                          
 Contact information                                                                                                                                                                                                                                                                                                                                      
 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 Pan African Resources PLC Chief Executive Officer Office: + 27 (0) 11 243 2900                                                                                                          Deon Louw Pan African Resources PLC Financial Director Office: + 27 (0) 11 243 2900                                                                  
 Phil Dexter St James's Corporate Services Limited Company Secretary Office: + 44 (0) 207 796 8644                                                                                                   John Prior / Paul Gillam Numis Securities Limited Nominated Adviser, Joint Broker and Joint Bookrunner Office: +44 (0) 20 7260 1000                  
 Sholto Simpson One Capital JSE Sponsor Office: + 27 (0) 11 550 5009                                                                                                                                 Matthew Armitt / Ross Allister Peel Hunt LLP Joint Broker and Joint Bookrunner Office: +44 (0) 207 418 8900                                          
 Jeffrey Couch/Neil Haycock/Thomas Rider BMO Capital Markets Limited Joint Broker Office: +44 (0) 207 236 1010                                                                                       Andrew Chubb / Arabella Burwell Hannam and Partners (Advisory) LLP Financial Adviser and Joint Bookrunner Office: +44 (0) 207 907 8500               
 Bobby Morse/Chris Judd Buchanan Communications Public & Investor Relations UK Office: + 44 (0) 207 466 5000                                                                                         Sandra du Toit / Richard Stout The Standard Bank of South Africa Limited Transaction Sponsor and Joint Bookrunner Office: +27 11 344 5414            
 Julian Gwillim Aprio Strategic Communications Public & Investor Relations SA Office: +27 (0)11 880 0037                                                                                             Julian Grieve / Irshaad Paruk FirstRand Bank Limited (Rand Merchant Bank division) Joint Bookrunner Office: +27 11 282 8000                          

For more information, please visit www.panafricanresources.com

Important Information

This Announcement, including its Appendices, contains forward-looking
statements, including but not limited to statements about the costs of, and
the Company's ability to successfully construct, commission and execute, the
Project. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future and therefore are based on current beliefs
and expectations about future events. Forward-looking statements are not
guarantees of future performance and the Group's actual operating results and
financial condition, and the development of the industry in which it operates
may differ materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the Group's
operating results, financial condition and liquidity, and the development of
the industry in which the Group operates are consistent with the
forward-looking statements contained in this announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Accordingly, prospective investors should not rely on these
forward-looking statements. The Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. None of the Company, the Directors or
the Bookrunners undertake any obligation nor do they intend to revise or
update any document unless required to do so by applicable law, the Prospectus
Rules, the Disclosure Requirements or the Transparency Rules.

Neither this Announcement (including its Appendices) nor the Placing
constitutes or is intended to constitute an offer to the public in South
Africa in terms of the South African Companies Act, 2008 (the “South African
Companies Act"). In South Africa this Announcement is only being distributed
to, and is only directed at, and any investment or investment activity to
which this announcement relates is available only to, and will be engaged in
only with, persons in South Africa who (i) fall within the categories of
persons set out in section 96(1)(a) of the South African Companies Act or (ii)
are persons who subscribe, as principal, for Placing Shares at a minimum
placing price of R1,000,000, as envisaged in section 96(1)(b) of the South
African Companies Act, in each case to whom the Placing is specifically
addressed.

This Announcement (including its Appendices) and the information contained in
it is restricted and is not for release, publication or distribution, directly
or indirectly, in whole or in part, in, into or from the United States
(including its territories and possessions, any state of the United States and
the District of Columbia, collectively the "United States") or any Excluded
Territory or any other jurisdiction where to do so might constitute a
violation of local securities laws or regulations. The information in this
Announcement may not be forwarded or distributed to any other person and may
not be reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or in part is
unauthorised. Failure to comply with this directive may result in a violation
of the US Securities Act or the applicable laws of other jurisdictions.

This Announcement is for information purposes only and does not constitute an
offer or invitation to sell or issue or the solicitation of an offer to buy,
acquire or subscribe for New Ordinary Shares to or by anyone in any Excluded
Territory or to any person to whom it is unlawful to make such offer or
invitation or undertake such solicitation. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdictions. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in any Excluded Territory or to, or for the
account or benefit of any national resident or citizen of any Excluded
Territory. This Announcement does not constitute an extension into the United
States of the offer mentioned in this Announcement, nor does it constitute nor
form part of an offer to sell securities or the solicitation of an offer to
buy securities in the United States. The New Ordinary Shares have not been and
will not be registered under the US Securities Act or under any securities
laws or with any securities regulatory authority of any state or other
jurisdiction of the United States. The New Ordinary Shares may not be offered,
sold, resold, taken up, transferred, delivered or distributed, directly or
indirectly, into or within the United States absent registration under the US
Securities Act or an available exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offer of the New Ordinary Shares in the
United States. The New Ordinary Shares may not be offered or sold to, or for
the account or benefit of, any ADR holder. Subject to certain exceptions, no
action has been taken by the Company or by the Bookrunners that would permit
an offer of the New Ordinary Shares or possession or distribution of this
announcement in the Excluded Territories or any other jurisdiction where
action for that purpose is required, other than the United Kingdom and the
Republic of South Africa. No public offering of the shares referred to in this
Announcement is being made in any Excluded Territory or elsewhere.

This Announcement has been issued by, and is the sole responsibility of, the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Bookrunners or by any of their respective 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 therefore is
expressly disclaimed.

Numis, H&P and Peel Hunt, each of which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (“FCA”), are each acting
exclusively for the Company and no one else in connection with the Placing,
and will not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, and will not be responsible
to anyone other than the Company for providing the protections afforded to
their respective clients, nor for providing advice, in relation to the Placing
or any other matter referred to in this Announcement.

RMB and Standard Bank are each acting exclusively for the Company and no one
else in connection with the Placing, and will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
Placing, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for
providing advice, in relation to the Placing or any other matter referred to
in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on the Bookrunners by the Financial Service and Markets Act 2000, as amended,
or the regulatory regime established thereunder, or by the London Stock
Exchange or the AIM Rules for Companies and AIM Rules for Nominated Advisers,
or under the regulatory regime of any jurisdiction where exclusion of
liability under the relevant regulatory regime would be illegal, void or
unenforceable, none of the Bookrunners, nor any of their respective
affiliates, directors, officers, employees or advisers accepts any
responsibility whatsoever for, or makes any representation or warranty,
express or implied, as to, the contents of this announcement, including its
accuracy or completeness, or for any other statement made or purported to be
made by it, or on behalf of it, the Company, the Directors or any other
person, in connection with the Company, the New Ordinary Shares and the
Placing, and nothing in this document should be relied upon as a promise or
representation in this respect, whether or not to the past or future. Each of
the Bookrunners and their respective affiliates, directors, officers,
employees and advisers accordingly disclaims to the fullest extent permitted
by law all and any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of this Announcement or any such statement.

The distribution of this Announcement and the offering of the New Ordinary
Shares in certain jurisdictions other than the United Kingdom and the Republic
of South Africa may be restricted by law. Subject to certain exceptions, no
action has been taken by the Company or the Bookrunners that would permit an
offering of the New Ordinary Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in the Excluded Territories or in any other jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required by the Company, and the Bookrunners to inform themselves
about, and to observe, any such restrictions.

Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future.

No statement in this Announcement (including its Appendices) is or is intended
to be a profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will necessarily match
or exceed the historical or published earnings of the Company. The price of
shares and the income from them may go down as well as up and investors may
not get back the full amount invested on disposal of the shares.

The New Ordinary Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than on AIM, a market operated
by the London Stock Exchange and the exchange operated by the JSE Limited.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

REGARDING THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN
MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE
(WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES
ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE
"PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER");
(II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE
PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED; AND (C) IN THE
REPUBLIC OF SOUTH AFRICA, PERSONS WHO (1) FALL WITHIN THE CATEGORIES OF
PERSONS SET OUT IN SECTION 96(1)(A) OF THE SOUTH AFRICAN COMPANIES ACT, 2008
OR (2) ARE PERSONS WHO SUBSCRIBE, AS PRINCIPAL, FOR PLACING SHARES AT A
MINIMUM PLACING PRICE OF R1,000,000, AS ENVISAGED IN SECTION 96(1)(B) OF THE
SOUTH AFRICAN COMPANIES ACT, 2008, IN EACH CASE TO WHOM THE PLACING IS
SPECIFICALLY ADDRESSED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING
THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

NEITHER THIS ANNOUNCEMENT (INCLUDING ITS APPENDICES) NOR THE PLACING
CONSTITUTES OR IS INTENDED TO CONSTITUTE AN OFFER TO THE PUBLIC IN SOUTH
AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT, 2008.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933 (THE "US SECURITIES ACT") OR UNDER ANY
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT) EXCEPT
PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
US SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF
THE SECURITIES MENTIONED HEREIN IN THE UNITED STATES.

THE SECURITIES MENTIONED HEREIN HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
US SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES
COMMISSION OR ANY 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.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Persons who are invited to and who choose to participate in the Placing by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given (the "Placees"), will (i) be deemed to have read and
understood this Announcement, including this Appendix, in its entirety; and
(ii) be making such offer on the terms and conditions contained in this
Appendix I and Appendix II, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, acknowledgements and undertakings
set out herein.

In particular each such Placee represents, warrants and acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;
2. it is and, at the time the Placing Shares are acquired, will be outside the
United States and is acquiring the Placing Shares in an "offshore transaction"
in accordance with Rule 903 or Rule 904 of Regulation S under the US
Securities Act and is acquiring beneficial interests in the Placing Shares for
its own account; if acquiring the Placing Shares for the account of one or
more other persons, it has full power and authority to make the
representations, warranties, agreements and acknowledgements herein on behalf
of each such account; and
3. if it is a financial intermediary, as that term is used in Article 3(2) of
the Prospectus Directive, that any Placing Shares acquired by it in the
Placing will not be acquired on a non-discretionary basis on behalf of, nor
will they be acquired with a view to their offer or resale to, persons in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in a member state of the EEA which has
implemented the Prospectus Directive to Qualified Investors, or in
circumstances in which the prior consent of the relevant Bookrunner has been
given to each such proposed offer or resale.
The Company and each of Numis, Hannam & Partners, Peel Hunt, RMB and Standard
Bank will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in
connection with an offer, to sell or issue or the solicitation of an offer to
buy or subscribe for Placing Shares in any jurisdiction in which such offer or
solicitation is or may be unlawful.

These materials may not be published, distributed or transmitted by any means
or media, directly or indirectly, in whole or in part, in or into the United
States. These materials do not constitute an offer to sell, or a solicitation
of an offer to buy, securities in the United States. Securities may not be
offered or sold in the United States absent (i) registration under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or (ii) an
available exemption from registration under the US Securities Act. The
securities mentioned herein have not been, and will not be, registered under
the US Securities Act and will not be offered to the public in the United
States. The Placing Shares are being offered and sold outside the United
States to non-US persons (as defined in Regulation S under the US Securities
Act) in "offshore transactions" within the meaning of Regulation S.

This Announcement and the information contained herein is not for publication
or distribution, directly or indirectly, to persons in Australia, Canada,
Japan or in any other jurisdiction in which such publication or distribution
would be unlawful. Persons into whose possession this Announcement may come
are required by the Company to inform themselves about and to observe any
restrictions of transfer in this Announcement. No public offer of securities
of the Company is being made in the United Kingdom or elsewhere.

Neither the announcement to which this Appendix is attached (including the
appendices thereto) nor the Placing constitutes or is intended to constitute
an offer to the public in the Republic of South Africa in terms of the South
African Companies Act, 2008 (the “South African Companies Act"). In the
Republic of South Africa the announcement is only being distributed to, and is
only directed at, and any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with,
persons in South Africa who (i) fall within the categories of persons set out
in section 96(1)(a) of the South African Companies Act or (ii) are persons who
subscribe, as principal, for Placing Shares at a minimum placing price of
ZAR1,000,000, as envisaged in section 96(1)(b) of the South African Companies
Act, in each case to whom the Placing is specifically addressed.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; and none of the
Placing Shares have been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or territory of
Australia, Canada or Japan. Accordingly, none of the Placing Shares may
(unless an exemption under the relevant securities laws is applicable) be
offered, sold, resold or delivered, directly or indirectly, in or into
Australia, Canada, Japan or any other jurisdiction outside the United Kingdom
and the Republic of South Africa.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Appendix or
the Announcement of which it forms part should seek appropriate advice before
taking any action.

Details of the Placing Agreement and the Placing Shares

The Bookrunners are acting as agents for and on behalf of the Company in
connection with the Placing and have entered into a placing agreement (the
"Placing Agreement") with the Company under which each of the Bookrunners has
severally agreed to use its respective reasonable endeavours to procure
Placees to subscribe for the Placing Shares at a price of 14 pence per Placing
Share or ZAR2.42 per Placing Share (together the “Issue Price”), on the
terms and subject to the conditions set out herein.

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing ordinary shares of one penny per
share in the capital of the Company (the "Ordinary Shares"), including the
right to receive all dividends and other distributions declared, made or paid
on or in respect of the Ordinary Shares after the date of issue of the Placing
Shares, and will on issue be free of all claims, liens, charges, encumbrances
and equities.

Application for admission to trading on AIM and the JSE

Applications will be made for the Placing Shares to be admitted to trading on
the AIM market operated by the London Stock Exchange plc (“AIM”) and to
trading on the exchange operated by JSE Limited (“JSE”) (together,
"Admission"). It is expected that settlement for the Placing Shares and
Admission will take place on or around 8.00 a.m. London time on 19 April 2017
(or such other time and date as the Bookrunners may agree with the Company,
but no later than 28 April 2017) 2017.

The Placing is conditional upon, amongst other things, Admission becoming
effective and the Placing Agreement not being terminated in accordance with
its terms.

Participation in, and principal terms of, the Placing

1. The Bookrunners are arranging the Placing as placing agents of the Company
for the purpose of procuring Placees at the Issue Price for the Placing Shares
following completion of the Bookbuilding Process (as defined below).

2. Commencing today, the Bookrunners will be conducting an accelerated
bookbuilding process (the "") to determine demand for participation in the
Placing by Placees. This Appendix I gives details of the terms and conditions
of, and the mechanics of participation in, the Placing. Numis, Hannam &
Partners and Peel Hunt will be conducting the Bookbuilding Process in the
United Kingdom, and RMB and Standard Bank will be conducting the Bookbuilding
Process in the Republic of South Africa.

3. Participation in the Placing will only be available to persons who are
Relevant Persons and who may lawfully be, and are, invited to participate by a
Bookrunner.

4. The Issue Price of 14 pence (or, for investors in the Republic of South
Africa, ZAR2.42 per share) per Placing Share payable by all Placees whose bids
are successful is fixed.

5. The number of Placing Shares will be agreed between the Bookrunners and the
Company following completion of the Bookbuilding Process.

6. The books will open with immediate effect. The Bookbuilding Process is then
expected to close not later than 12.00 p.m. London time on 12 April 2017, but
may be closed earlier at the sole discretion of the Bookrunners. A further
announcement will be announced on a Regulatory Information Service (in the
United Kingdom) and the Stock Exchange News Service (in the Republic of South
Africa) as soon as practicable following the close of the Bookbuilding
Process, detailing the final number of Placing Shares and the gross and net
proceeds of the Placing. The Company reserves the right (upon the agreement of
the Bookrunners) to reduce the amount to be raised pursuant to the Placing, in
its absolute discretion.

7. A bid in the Bookbuilding Process will be made on the terms and conditions
in this Appendix I and will not be capable of variation or revocation after
the close of the Bookbuilding Process.

8. A Placee who wishes to participate in the Bookbuilding Process should
communicate its bid by telephone to the usual sales contact at:
1. in the United Kingdom, Numis, Hannam & Partners or Peel Hunt; or
2. in the Republic of South Africa, RMB or Standard Bank,
stating the number of Placing Shares which the prospective Placee wishes to
acquire at the Issue Price. In the event of an oversubscription under the
Placing, the Bookrunners reserve the right to scale back any bids in
accordance with paragraph 9 of this Appendix I. If successful, each Bookruner
will re-contact and confirm orally to its Placees following the close of the
Bookbuilding Process the size of their respective allocations and contract
notes will be dispatched thereafter. The identity of Placees and the basis of
the allocations are at the discretion of the Bookrunners in consultation with
the Company. A Bookrunner's oral confirmation of the size of allocations will
constitute an irrevocable legally binding agreement with the Placee concerned
in favour of the Company and that Bookrunner, pursuant to which each such
Placee will be required to accept the number of Placing Shares allocated to
the Placee at the Issue Price and otherwise on the terms and subject to the
conditions set out herein and in accordance with the Company's articles of
association. Each Placee's allocation and commitment will be evidenced by a
contract note issued to such Placee by the relevant Bookrunner. The terms of
this Appendix will be deemed incorporated in that contract note. Each such
Placee will have an immediate, separate, irrevocable and binding obligation,
owed to the relevant Bookrunner, to pay it or (as it may direct) one of its
affiliates in cleared funds an amount equal to the product of the Issue Price
and the number of Placing Shares allocated to such Placee.

9. Each Bookrunner reserves the right to accept bids, either in whole or in
part, on the basis of allocations determined in accordance with the Company
and to scale back the number of Placing Shares to be subscribed for or
acquired by any Placee in the event of an oversubscription under the Placing.
Each Bookrunner also reserves the right not to accept offers to subscribe for
or acquire Placing Shares or to accept such offers in part rather than in
whole. The acceptance of offers shall be at the absolute discretion of the
Bookrunners. The Bookrunners shall be entitled to effect the Placing by such
alternative method to the Bookbuilding Process as they may determine in
agreement with the Company and each other.

10. Irrespective of the time at which a Placee's allocation pursuant to the
Placing is confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under "Registration and Settlement".

11. All obligations of the Bookrunners under the Placing will be subject to
fulfilment of the conditions referred to below under “Conditions of the
Placing” and to the Placing not being terminated on the basis referred to
below under “Right to terminate under the Placing Agreement”.

12. By participating in the Placing, each Placee will agree that its rights
and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.

13. Except as required by law or regulation, no press release or other
announcement will be made by any Bookrunner or the Company using the name of
any Placee (or its agent), in its capacity as Placee (or agent), other than
with such Placee’s prior written consent.

14. To the fullest extent permissible by law, neither of the Bookrunners, the
Company nor any of their respective affiliates, agents, directors, officers or
employees shall have any responsibility or liability to Placees (or to any
other person whether acting on behalf of a Placee or otherwise). In
particular, neither of the Bookrunners, nor the Company, nor any of their
respective affiliates, agents, directors, officers or employees shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) in respect of each Bookrunner’s conduct of the Placing and
the Bookbuilding Process or of such alternative method of effecting the
Placing or the Bookbuilding Process as any Bookrunner and the Company may
agree.

15. The Placing is not subject to any minimum fundraising and no element of
the Placing is underwritten by any of the Bookrunners or any other person.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms.

Each of the Bookrunners' obligations under the Placing Agreement in relation
to the Placing of the Placing Shares are conditional on, inter alia:
1. admission of the Placing Shares occurring at or before 8.00 a.m. (London
time) on 19 April 2017 (or such later time and/or date as the Company and the
Bookrunners may otherwise agree, being no later than 28 April 2017);
1. the performance by the Company of its obligations under the Placing
Agreement so far as those obligations fall to be performed prior to Admission;
and
1. the Company having confirmed to the Bookrunners that, prior to the delivery
of such confirmation, none of the representations, warranties and agreements
of the Company contained in the Placing Agreement was untrue, inaccurate or
misleading at the date of the Placing Agreement or will be untrue, inaccurate
or misleading immediately prior to Admission.
If: (i) any of the conditions in relation to the Placing of the Placing Shares
contained in the Placing Agreement, including those described above, are not
fulfilled or (where permitted) waived by the Bookrunners by the relevant time
or date specified (or such later time or date as the Company and the
Bookrunners may agree, being no later than 28 April 2017); or (ii) any of such
conditions become incapable of being fulfilled; or (iii) the Placing Agreement
is terminated in the circumstances specified below, the Placing will lapse and
the Placees' rights and obligations hereunder in relation to the Placing
Shares shall cease and terminate at such time and each Placee agrees that no
claim can be made by it in respect thereof.

The Bookrunners may, at their discretion and upon such terms as they consider
fit, waive compliance by the Company with the whole or any part of any of the
Company's obligations in relation to the conditions in the Placing Agreement
save that the above condition relating to Admission taking place may not be
waived. Any such extension or waiver will not affect Placees' commitments as
set out in this Announcement.

None of the Bookrunners shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition to the Placing nor for any
decision they may make as to the satisfaction of any condition or in respect
of the Placing generally and by participating in the Placing each Placee
agrees that any such decision is within the absolute discretion of the
Bookrunners.

Right to terminate under the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the
Placing Agreement by giving notice to the Company if, inter alia:

(a)       any statement contained in the presentation prepared by the
Company in connection with the Placing and provided to potential Placees (the
“Presentation”) or this Announcement has become or has been discovered to
be untrue or misleading;

(b)       any of the warranties given by the Company in the Placing
Agreement is untrue, inaccurate or misleading;

(c)       the Company fails to comply with any of its obligations under
the Placing Agreement;

(d)       any Material Adverse Change (as defined in the Placing
Agreement) has occurred since the date of the Placing Agreement; or

(e)       any material adverse change in financial markets; (ii) any
outbreak or escalation of hostilities or other crisis affecting the Republic
of South Africa or the UK; (iii) any suspension or termination of trading in
the Ordinary Shares or AIM or the JSE generally; (iv) any actual or
perspective change in the tax regime which would materially affect the Group;
or (v) a banking moratorium in the UK, the Republic of South Africa or
internationally,

where any Bookrunner, acting in good faith, is of the opinion that such event
is materially prejudicial to the outcome of the Placing and that it is, as a
result of such matter, inappropriate to proceed with the Placing.

Upon such termination, the parties to the Placing Agreement shall be released
and discharged (except for any liability arising before or in relation to such
termination) from their respective obligations under or pursuant to the
Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the
Bookrunners of any right of termination or by the Bookrunners of any other
discretion under the Placing Agreement shall be within the absolute discretion
of the Bookrunners, as the case may be, and that the Bookrunners need not make
any reference to Placees and that the Bookrunners shall have no liability to
Placees whatsoever in connection with any such exercise or failure so to
exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only, and will not be offered in such a way as to require an
admission document or prospectus in the United Kingdom or in any other
jurisdiction. No offering document or prospectus has been or will be submitted
to be approved by the London Stock Exchange and the exchange operated by the
JSE, the FCA or any other regulatory body in relation to the Placing.

Placees' commitments will be made solely on the basis of the information
contained in this Announcement (including Appendix I and Appendix II) released
by the Company today and the Presentation and subject to the further terms set
forth in the contract note to be provided to individual prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement (including this Appendix), the Presentation and
all other publicly available information previously published by the Company
by notification to a Regulatory Information Service or otherwise filed by the
Company is exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company or any Bookrunner
or any other person and none of the Company or any Bookrunner nor any other
person will be liable for any Placee's decision to participate in the Placing
based on any other information, representation, warranty or statement which
the Placees may have obtained or received. No representation or warranty,
express or implied, is or will be made by the Bookrunners in relation to, and
no representation or liability is or will be accepted by any of the
Bookrunners, or by any of their affiliates or agents, as to or in relation to,
the accuracy or completeness of this Announcement, the Presentation or any
other such information. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this
Announcement shall exclude the liability of any person for fraudulent
misrepresentation by that person.

Registration and Settlement

United Kingdom

Settlement of transactions in the Placing Shares (ISIN: GB0004300496)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"). Subject to certain exceptions,
Numis, Hannam & Partners, Peel Hunt and the Company reserve the right to
require settlement for, and delivery of, the Placing Shares (or any part
thereof) to Placees by such other means that they deem necessary if delivery
or settlement is not possible or practicable within the CREST system within
the timetable set out in this Announcement or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade
confirmation in accordance with the standing arrangements in place with the
relevant Bookrunner stating the number of Placing Shares allocated to it at
the Issue Price, the aggregate amount owed by such Placee to that Bookrunner
and settlement instructions. Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions in respect of the
Placing Shares that it has in place with the relevant Bookrunner.

It is expected that settlement of the Placing Shares will be on 19 April 2017,
in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the relevant Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for that Bookrunner's account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the aggregate amount owed by it
and may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) or other similar taxes imposed in any
jurisdiction which may arise upon the sale of such Placing Shares on such
Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its
nominee or in the name of any person for whom a Placee is contracting as agent
or that of a nominee for such person, such Placing Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

In the Republic of South Africa

Settlement of transactions in the Placing Shares on the JSE following
Admission will take place through the facilities of and in accordance with the
rules and practices of STRATE (Pty) Limited. Placees should ensure that they
contact their CSDP or broker is informed in this regard.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such
Placee's behalf) irrevocably:

1. represents and warrants that it has read and understood the Announcement,
including this Appendix I and Appendix II, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement;

2. acknowledges that no offering document or prospectus has been or will be
prepared in connection with the 

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