REG-Pan African Resources Plc: Publication of Prospectus

Pan African ResourcesAnnouncement

Yesterday 12:45

THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE SHARES IN PAN AFRICAN RESOURCES PLC IN ANY JURISDICTION IN
WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

                     Pan African Resources PLC                             
                        Pan African Resources Funding Company

(Incorporated and registered in England and Wales                           
     Limited

under Companies Act 1985 with registered                                   
        Incorporated in the Republic of South Africa

number 3937466 on 25 February 2000)                                        
  with limited liability

Share code on AIM: PAF                                                    
            Registration number: 2012/021237/06

Share code on JSE: PAN                                                    
            Alpha code: PARI

ISIN: GB0004300496

ADR code: PAFRY

(“                     Pan African                    ” or “the         
            Company                    ” or “the                     
Group                    ”)

 

PUBLICATION OF PROSPECTUS

Pan African is pleased to announce the publication of a prospectus ("         
           Prospectus                    ") in relation to the proposed
admission of its ordinary shares ("                     Ordinary Shares       
            ") to the Equity Shares (Commercial Companies) (“               
     ESCC                    ”) category of the Official List of the
Financial Conduct Authority (“                     FCA                    ")
and to trading on London Stock Exchange plc’s main market for listed
securities ("                     Main Market                    ") (together,
"                     Admission                    ").

It is expected that: (i) the Ordinary Shares will be admitted to the ESCC
category of the Official List and to trading on the Main Market at 8:00am on
24 October 2025; and (ii) trading in the Ordinary Shares on AIM will be
cancelled by 8:00am on 24 October 2025. The last day of trading of the
Ordinary Shares on AIM is therefore expected to be 23 October 2025.

The Company is not offering any new Ordinary Shares nor any other securities
in connection with the proposed Admission. Following Admission, the Ordinary
Shares will continue to be registered with their existing ISIN of:
GB0004300496 and the Company's ticker symbol will continue to be PAF on the
Main Market. For the avoidance of doubt, the Admission will have no impact on
the Company’s listing on the JSE. Accordingly, following Admission, the
Company will be dual primary listed on the Main Market and the main board of
the JSE.

The Company's shareholders should consult their own professional advisors
regarding the consequences of Admission on their personal tax position.

The Prospectus has been approved by the FCA and will shortly be available to
view on Pan African’s website at                                 
https://www.panafricanresources.com/investors/main-market-listing-lse/        
                      . A copy of the Prospectus will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Rosebank

21 October 2025

 

 Corporate information                                                                                                                                                                                                                                                                                                                           
 Corporate Office   The Firs Building  2nd Floor, Office 204  Corner Cradock and Biermann Avenues  Rosebank, Johannesburg  South Africa  Office: + 27 (0)11 243 2900   info@paf.co.za  Registered Office   107 Cheapside, 2 nd Floor  London, EC2V 6DN  United Kingdom  Office: + 44 (0)20 3869 0706     jane.kirton@corpserv.co.uk              
 Chief Executive Officer     Cobus Loots   Office: + 27 (0)11 243 2900                                                                                                                 Financial Director and debt officer   Marileen Kok  Office: + 27 (0)11 243 2900                                                                           
 Head: Investor Relations   Hethen Hira                                                                                                                                                Website:  www.panafricanresources.com                                                                                                                     
  Tel: + 27 (0)11 243 2900                                                                                                                                                                                                                                                                                                                       
  E-mail:  hhira@paf.co.za                                                                                                                                                                                                                                                                                                                       
 Company Secretary   Jane Kirton   St James's Corporate Services Limited   Office: + 44 (0)20 3869 0706                                                                                Joint Sponsor, Nominated Adviser and 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 Sponsor and Joint Broker   Matthew Armitt/Jennifer Lee/Dan Gee-Summons   Joh. Berenberg, Gossler & Co KG (Berenberg)   Office: +44 (0)20 3207 7800  

 

Important Notice

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.

This announcement contains statements that are, or may be deemed to be,
“forward-looking statements”. These forward-looking statements can be
identified by the use of words such as “will”, “expect”, “could”,
“believe”, “intend”, “should” and words of similar meaning. All
statements other than statements of historical facts included in this
announcement, including those regarding the Company’s strategy, plans and
objectives and the anticipated Admission are forward-looking statements. These
statements are not fact and readers are cautioned not to place undue reliance
on such statements. Forward-looking statements involve a number of known and
unknown risks, uncertainties and other factors, many of which are difficult to
predict and generally beyond the control of Pan African and so may not occur.
These forward-looking statements speak only as of the date of this
announcement. Pan African expressly disclaims any obligation or undertaking to
update or revise any forward-looking statement (except to the extent legally
required).

You are advised to read the Prospectus in its entirety, and, in particular,
the section of the Prospectus headed “Risk Factors”, for a further
discussion of the factors that could affect the Company’s future performance
and the industry in which it operates.

Peel Hunt LLP ("                     Peel Hunt                    "), which is
authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company                      as Joint Sponsor           
         and no one else in connection with Admission and it will not regard
any other person as a client in relation to Admission and will not be
responsible to anyone other than the Company                      for
providing the protections afforded to its clients or for providing advice in
relation to Admission or any other transaction, matter, or arrangement
referred to in this announcement.

Joh. Berenberg, Gossler & Co. KG, London Branch (“                    
Berenberg                    ”), which is authorised and regulated by the
German Federal Financial Supervisory Authority and in the United Kingdom is
subject to limited regulation by the FCAJ, is acting exclusively for the
Company                      as Joint Sponsor                     and no one
else in connection with Admission and it will not regard any other person as a
client in relation to Admission and will not be responsible to anyone other
than the Company                      for providing the protections afforded
to its clients or for providing advice in relation to Admission or any other
transaction, matter, or arrangement referred to in this announcement.

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 Peel Hunt, Berenberg or by any of their affiliates, partners,
directors, officers, employees, advisers 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.



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