REG-Pan African Resources Plc: Share Buyback Programme

Pan African ResourcesAnnouncement

Mon 11:00

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’)

 

SHARE BUYBACK PROGRAMME

Shareholders are referred to the announcement published on 11 June 2025 (the
‘Announcement’), wherein the Company, inter alia, notified shareholders
that the the board of directors of Pan African (the ‘Board’) had approved
a share buyback programme to purchase up to ZAR 200 million (approximately
£8.2 million) of ordinary shares of £0.01 each in the Company (the Shares),
(the ‘Programme’).

In the Announcement, shareholders were advised that in order to comply with
the Companies Act 2006, it was likely that the Company would be required to
implement the Programme exclusively by acquiring Shares on the AIM Market of
the London Stock Exchange (the ‘LSE’), as the Johannesburg Stock Exchange
(the ‘JSE’) is not a ‘Recognised Investment Exchange’ as defined by
the Financial Conduct Authority. Pending engagement with the JSE, the Company
had not yet commenced any purchases under the Programme.

The Company is pleased to advise that it is now in a position to commence the
Programme, with effect from 1 July 2025, whereby purchases of Shares will take
place both on the LSE and the JSE, as further detailed below.

The Board believes that at the current Share price, the Company’s Shares
offer significant value given the quality and profitability of the Group’s
existing operations and growth projects. The Board has therefore taken the
decision to implement Programme as part of the Company's broader strategy to
deliver value to its shareholders. 

Cobus Loots, CEO of Pan African commented:

"In our recent operational update we noted a substantial reduction in gearing
with net debt of US$155 million expected as at 30 June 2025, a reduction of
US$72 million or 32% compared to 31 December 2024 as well as an expectation
that the Group will be fully de-geared during FY2026. From this position of
strength, we feel it is appropriate to return additional capital to our
shareholders and this buyback programme recognises both the significant value
in the Shares as well as the positive outlook for the business.”

Process

Purchases pursuant to the Programme will be made under the authority granted
by shareholders at the Company’s 2024 annual general meeting (the
‘Repurchase Authority’). The Programme will be conducted in accordance
with the UK version of the Market Abuse Regulation 596/2014 and the Commission
Delegated Regulation (EU) 2016/1052 (each as in force in the UK by virtue of
the European Union (Withdrawal) Act 2018 and as amended by the Market Abuse
Regulation (Amendment) (EU Exit) Regulations 2019) (the ‘MAR Buy-Back
Regulation’) and the JSE Listings Requirements (to the extent required).

The Repurchase Authority permits the purchase of a maximum of 144,486,033
Shares at a maximum price (excluding expenses) of 105 per cent of (i) the
average closing price of a Share as derived from the AIM Appendix to the
London Stock Exchange Daily Official List or (ii) the weighted average market
price of a Share traded on the JSE, for the five business days immediately
preceding the date of purchase.

Purchases pursuant to the Programme will take place on the AIM Market of the
LSE and the JSE, with approximately ZAR 200 million (approximately
£8.2 million) to be purchased across both exchanges. Shares acquired on the
JSE will be in accordance with the MAR Buy-Back Regulation to maintain
consistency between exchanges.

Purchases pursuant to the Programme will be carried out in compliance with the
relevant conditions for trading, restrictions regarding time and volume,
disclosure and reporting obligations, and price conditions. The Shares will be
acquired at a price (excluding expenses) that does not exceed the last
independent trade or the highest current independent bid on the relevant
trading platform. The Company intends to cancel those Shares acquired pursuant
to the Programme.  

Pan African has entered into an agreement with Peel Hunt LLP ("Peel Hunt"), to
carry out purchases pursuant to the Programme. Purchases of Shares held on the
Company’s:

-          UK register will be implemented on-market through the LSE,
where Peel Hunt will act as principal; and

-          South African register will be implemented on-market
through the LSE, by way of a two-limb structure, where Peel Hunt will act as
principal. In this regard, Peel Hunt, acting as principal, will acquire the
Shares through the JSE Order book and sell such Shares to the Company, on
market through the LSE.

The agreement grants Peel Hunt the authority to enact purchases and make
trading decisions concerning the timing of the purchases under the Programme
independently and uninfluenced by the Company during any closed period to
which the Company is subject and/or if the Company comes into possession of
inside information. In accordance with the JSE Listings Requirements, the
Company has submitted a repurchase programme to the JSE to enable purchases
pursuant to the Programme during a prohibited period.

Details of any purchases made under the Programme will be provided via RNS and
SENS announcements and published on the Company's website.

 

Rosebank

30 June 2025

 

For further information on Pan African Resources, 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                                                                             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 Broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG (Berenberg) Office: +44 (0)20 3207 7800                      

 



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