REG-Pan African Resources Plc: Successful Inaugural Notes Issuance

Pan African ResourcesAnnouncement

09/12/2022 12:45

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 AIM: PAF Share code on JSE: PAN ISIN: GB0004300496 ADR ticker code: PAFRY (“Pan African” 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 (“PAR Funding Company” or the “Debt Issuer”)          

SUCCESSFUL INAUGURAL NOTES ISSUANCE AND LISTING OF NEW FINANCIAL INSTRUMENTS

The Group and PAR Funding Company are pleased to announce that, following an
oversubscribed bookbuild for Senior Second Ranking Secured
Sustainability-linked Notes (“Notes”) on 8 December 2022, it will issue
Notes to the value of R800 million (US$46.4 million at an exchange rate of
US$/ZAR17.23).

Investors are advised that the listing date of the Notes will be Tuesday, 13
December 2022.

Cobus Loots, Chief Executive Officer of Pan African Resources, said: “We are
delighted to be the first mining company to issue a sustainability-linked bond
in the South African market.  These instruments will further diversify our
funding sources, with the proceeds of the issuance applied towards Pan
African’s attractive growth project pipeline.”

Final terms of the inaugural issue of the Notes under its ZAR5 billion
domestic medium term note programme dated 6 December 2022 are set out below:

 Debt security code:                                                                                                                                                                                                                                                                  PARS01                                                                                                                                                                    PARS02 
 ISIN:                                                                                                                                                                                                                                                                          ZAG000192758                                                                                                                                                              ZAG000192766 
 Type of debt security:                                                                                                                                                                                                                                        Senior Second Ranking Secured                                                                                                                                             Senior Second Ranking Secured 
 Listing:                                                                                                                                                                                                                                                  Sustainability segment of the JSE                                                                                                                                         Sustainability segment of the JSE 
 Guarantors:                                                                      Pan African Resources Plc; Evander Gold Mining Proprietary Limited; Barberton Mines Proprietary Limited; Evander Gold Mines Proprietary Limited; and Pan African Resources SA Holdings Proprietary Limited Pan African Resources Plc; Evander Gold Mining Proprietary Limited; Barberton Mines Proprietary Limited; Evander Gold Mines Proprietary Limited; and Pan African Resources 
                                                                                                                                                                                                                                                                                                                                                                                                                                       SA Holdings Proprietary Limited 
 Issue date:                                                                                                                                                                                                                                                                13 December 2022                                                                                                                                                          13 December 2022 
 Issue price:                                                                                                                                                                                                                                                                           100%                                                                                                                                                                      100% 
 Nominal amount per note:                                                                                                                                                                                                                                                       ZAR1,000,000                                                                                                                                                              ZAR1,000,000 
 Aggregate nominal amount:                                                                                                                                                                                                                                                    ZAR585,000,000                                                                                                                                                            ZAR215,000,000 
 Reference rate:                                                                                                                                                                                                                                                           3 Month ZAR-JIBAR                                                                                                                                                         3 Month ZAR-JIBAR 
 Margin:                                                                                                                                                                                                                                  360 basis points to be added to the Reference Rate                                                                                                                        375 basis points to be added to the Reference Rate 
 Interest commencement date:                                                                                                                                                                                                                                                13 December 2022                                                                                                                                                          13 December 2022 
 Interest payment basis:                                                                                                                                                                                                                                                       Floating Rate                                                                                                                                                             Floating Rate 
 Interest rate determination date(s):                                        13 March, 13 June, 13 September and 13 December (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate Determination Date being 8 December 2022    13 March, 13 June, 13 September and 13 December (or the first Business Day of each Interest Period) of each year until the Maturity Date, with the first Interest Rate 
                                                                                                                                                                                                                                                                                                                                                                                                                              Determination Date being 8 December 2022 
 First interest payment date:                                                                                 13 March 2023, or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention       13 March 2023, or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day 
                                                                                                                                                                                                                                                                                                                                                                                                                                                            Convention 
 Interest payment dates:               13 March, 13 June, 13 September and 13 December, of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be paid, as determined in accordance with the Applicable Business Day Convention   13 March, 13 June, 13 September and 13 December, of each year until the Maturity Date or, if such day is not a Business Day, the Business Day on which interest will be 
                                                                                                                                                                                                                                                                                                                                                                                         paid, as determined in accordance with the Applicable Business Day Convention 
 Last day to register:                                                                                 By 17h00 on 2 March, 2 June, 2 September and 2 December, of each year until the Maturity Date, or if such day is not a Business Day, the Business Day before each Books Closed Period   By 17h00 on 2 March, 2 June, 2 September and 2 December, of each year until the Maturity Date, or if such day is not a Business Day, the Business Day before each Books 
                                                                                                                                                                                                                                                                                                                                                                                                                                                         Closed Period 
 Books close:                          The Register will be closed from 3 March to 12 March, 3 June to 12 June, 3 September to 12 September and 3 December to 12 December of each year until the Maturity Date (all dates inclusive), or if any early redemption occurs, 10 Days prior to the   The Register will be closed from 3 March to 12 March, 3 June to 12 June, 3 September to 12 September and 3 December to 12 December of each year until the Maturity Date 
                                                                                                                                                                                                                                                                      actual Redemption Date                                                                     (all dates inclusive), or if any early redemption occurs, 10 Days prior to the actual Redemption Date 
 Business day convention:                                                                                                                                                                                                                                             Following Business Day                                                                                                                                                    Following Business Day 
 Maturity date:                                                                                                                                                                                                                                                             13 December 2025                                                                                                                                                          13 December 2027 
 Final maturity amount:                                                                                                                                                                                                                                                                 100%                                                                                                                                                                      100% 
 Summary of additional terms:                                                                                                                                                        Please refer to Appendix 1 of the Applicable Pricing Supplement relating to Sustainability-Linked Bonds                                                                   Please refer to Appendix 1 of the Applicable Pricing Supplement relating to Sustainability-Linked Bonds 
 Total Programme amount authorised:                                                                                                                                                                                                                                         ZAR5,000,000,000                                                                                                                                                          ZAR5,000,000,000 
 Dealer:                                                                                                                                                                                                                            Rand Merchant Bank, a division of FirstRand Bank Limited                                                                                                                  Rand Merchant Bank, a division of FirstRand Bank Limited 

Copies of the applicable pricing supplements, including the
sustainability-linked framework and the Independent Sustainability Advisor’s
signed opinion, can be downloaded from the Pan African website at
https://www.panafricanresources.com/investors/domestic-medium-term-note-programme/
and
https://www.panafricanresources.com/investors/sustainability-linked-finance-framework/,
respectively. 

Certain information communicated in this announcement was, prior to its
publication, inside information for the purposes of Article 7 of Regulation
596/2014.

Rosebank

9 December 2022

                                                 
                                                                                     
                                                                                     
                JSE Debt Sponsor                            Legal Advisor            
 Questco Corporate Advisory Proprietary Limited         Bowman Gilfillan Inc.        
                                                                                     
                                                                                     
           Paying Agent, Issuer Agent, Transfer Agent and Settlement Agent           
         First Rand Bank Limited (acting through its Rand Merchant division)           



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