REG-Pan African Resources Plc: Restructure of Long-term Incentive Schemes
30/06/2021 07:05
Pan African Resources PLC
(Incorporated and registered in England and Wales under Companies Act 1985
with registered number 3937466 on 25 February 2000)
Share code on AIM: PAF
Share code on JSE: PAN
ISIN: GB0004300496
ADR ticker code: PAFRY
(“Pan African” or "the Company")
Restructure of Long-term Incentive Schemes
1. Introduction
Shareholders are referred to the announcement of 17 September 2020, where
certain of the group's long-term incentive schemes were restructured with the
intent of simplifying and consolidating these schemes and improving their
retention capability.
Pursuant to this restructuring, shareholders are notified in accordance with
paragraph 3.63 of the JSE Listings Requirements that on 25 June 2021, the
Chief Executive Officer, Cobus Loots and the Financial Director, Deon Louw,
and other prescribed officers of the group (details of which are set out in
the tables in paragraph 3 below) (“Affected Participants”) have agreed to
relinquish the share options issued to them on 1 July 2019 (“PARSMSS 1(st)
issue”) and 1 July 2020 (“PARSMSS 2(nd) issue”) under the Pan African
Senior Management Share Scheme (“PARSMSS”).
In lieu of the relinquishment set out above, restricted class C ordinary
shares (“Class C-Shares”) and class D ordinary shares (“Class
D-Shares”) of no par value in the share capital of PAR Gold Proprietary
Limited (“PAR Gold”), will be issued to the Affected Participants
respectively in terms of a newly-established Pan African C Executive Incentive
Scheme (“C-Share Scheme”) and Pan African D Executive Incentive Scheme
(“D-Share Scheme”).
2. Overview of the C-Share and D-Share Scheme’s and key terms of the Class C
and D-Shares
Pan African owns 49.9% of the issued share capital of PAR Gold.
The Class C and D-Shares are being created to facilitate the C-Share and
D-Share Schemes. A summary of the rights and preferences of these schemes are
provided below:
* the Class C and D-Shares do not confer any right to the holders of the Class
C and D-Shares (“Class C and D-Shareholders”) to attend, speak at and/or
vote at general meetings of PAR Gold, save when a resolution of PAR Gold is
proposed which affects the preferences, rights, limitations and other terms
associated with the Class C and D-Shares;
* each issued Class C-Share and Class D-Share will entitle a Class
C-Shareholder and Class D-Shareholder the right to receive distributions, in
priority to the PAR Gold ordinary shares, equal to the 90-day volume weighted
average price of a Pan African ordinary share on the JSE measured on vesting
date which is three years from grant date (“Distribution Amount”);
* the Class C Shares and Class D Shares will be repurchased by PAR Gold in
accordance with the rules of the C-Share Scheme ("C-Share Scheme Rules") and
D-Share Scheme (“D-Share Scheme Rules”) by exercising certain put and call
options granted for an amount equal to the higher of a) R0.0001 per Class
C-Share and R0.0001 per Class D-Share or b) a shortfall in any Distribution
Amount owing to a Class C-Shareholder or Class D-Shareholder in accordance
with the C-Share Scheme Rules and D-Share Scheme Rules;
* the Class C and Class D-Shareholders may not transfer or encumber their
Class C-Shares or Class D-Shares other than in accordance with the provisions
of the C-Share Scheme Rules or D-Share Scheme Rules or with the prior written
approval of the Board; and
* The Class C and D-Shares will rank pari-passu with class B shares in Par
Gold, as detailed in the company’s announcement on 17 September 2020.
3. Directors and prescribed officers’ dealings
The details of the dealings are set out below:
Class C-Shares allocated:
Name of director/ prescribed officer Number of Relinquished Options under PARSMSS (PARSMSS 1 (st)issue) Number of Class C-Shares* to be allocated in lieu of the Relinquished Options
Cobus Loots 4,667,768 4,434,380
Deon Louw 3,826,998 3,635,648
Bert van den Berg 1,244,444 1,182,222
Jonathan Irons 1,055,440 1,002,668
Barry Naicker 970,686 922,152
Niel Symington 927,607 881,227
Lyle Pienaar 596,368 566,550
Mthandazo Dlamini 576,261 547,448
Hendrik Pretorius 541,150 514,093
Total 14,406,722 13,686,388
* Vesting date – 30 June 2022
Class D-Shares allocated:
Name of director/ prescribed officer Number of Relinquished Options under PARSMSS (PARSMSS 2 (nd)issue) Number of Class D-Shares* to be allocated in lieu of the Relinquished Options
Cobus Loots 2,998,480 2,848,556
Deon Louw 2,458,387 2,335,468
Bert van den Berg 799,406 759,436
Jonathan Irons 677,993 644,093
Barry Naicker 623,549 592,372
Niel Symington 595,876 566,082
Marileen Kok 487,138 462,781
Lyle Pienaar 383,095 363,940
Mthandazo Dlamini 376,225 357,414
Hendrik Pretorius 442,165 420,057
Itumeleng Phoshoko 336,430 319,609
Total 10,178,744 9,669,808
* Vesting date – 30 June 2023
The above executive directors and prescribed officers held a direct beneficial
interest in the relinquished options and likewise will hold a direct
beneficial interest in the Class C-Shares and Class D-Shares. The Class
C-Shares and Class D-Shares were acquired at a nominal value to the
aforementioned executive directors and prescribed officers, and the amounts to
which holders of the Class C-Shares and Class D-Shares are entitled to will
depend on movements in the Pan African share price and vesting criteria
attached to each class of share at their respective vesting dates.
All the above trades are considered to be off-market trades in terms of the
JSE Listings Requirements. Clearance to deal was obtained in terms of
paragraph 3.66 of the JSE Listings Requirements.
4. Related Party Transaction
The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon
Louw constitutes a related party transaction under the JSE Listings
Requirements.
Notwithstanding the fact that directors are related parties in terms of the
JSE Listings Requirements, agreements with directors pursuant to share
incentive schemes are exempt from related party requirements under paragraph
10.6(c)(iii) of the JSE Listings Requirements.
The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon
Louw also constitutes a related party transaction under the AIM Rules for
Companies. The Board, other than Cobus Loots and Deon Louw, who are not deemed
independent, having consulted with the Company’s nominated adviser, Peel
Hunt LLP, consider that the terms of the aforementioned related party
transaction are fair and reasonable insofar as shareholders are concerned.
Rosebank
30 June 2021
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
Contact information
Corporate Office The Firs Office Building 2nd Floor, Office 204 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: +27 (0)11 243 2900 info@paf.co.za Registered Office Suite 31 Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: +44 (0)20 7796 8644
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/Jane Kirton St James's Corporate Services Limited Company Secretary Office: +44 (0)20 7796 8644 Ross Allister/David McKeown Peel Hunt LLP Nominated Adviser and Joint Broker Office: +44 (0)20 7418 8900
Ciska Kloppers Questco Corporate Advisory Proprietary Limited JSE Sponsor Office: +27 (0)11 011 9200 Thomas Rider/Nick Macann BMO Capital Markets Limited Joint Broker Office: +44 (0)20 7236 1010
Hethen Hira Pan African Resources PLC Head: Investor Relations Tel: +27 (0)11 243 2900 E-mail: hhira@paf.co.za Sholto Simpson Vestra Advisory Proprietary Limited Corporate Advisor Office: +27 (82) 449 1355
Website: www.panafricanresources.com
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