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
("Pan African" or the "Company")
ACQUISITION OF A FURTHER INTEREST IN SHANDUKA GOLD AND VENDOR PLACING
1, INTRODUCTION
Pan African shareholders ("Shareholders") are referred to the announcement
published by the Company on 23 February 2016 ("SBSA Announcement"), wherein
Shareholders were advised that the Company had entered into an agreement to
acquire the Standard Bank of South Africa Limited's ("SBSA") 16.9% interest in
Shanduka Gold Proprietary Limited ("Shanduka Gold") ("SBSA Transaction").
Shanduka Gold's only assets are its 23.8% interest in Pan African's issued
ordinary share capital and its interest in a notional loan (as more fully
described in section 2 below). Shanduka Gold is currently (i.e. before
implementation of the SBSA Transaction) owned by the following entities:
* The Mabindu Business Development Trust ("Mabindu") (49.5%);
* Jadeite Limited ("Jadeite") (33.6%); and
* SBSA (16.9%).
Further to the SBSA Announcement, Shareholders are advised that, pursuant to
Shanduka Gold's memorandum of incorporation ("MOI"), Jadeite has exercised a
tag-along right in terms of which Pan African was required to make an offer to
acquire Jadeite's Shanduka Gold shares. Accordingly, Pan African will present
an offer ("Offer") to Jadeite to acquire its 33.6% interest in Shanduka Gold
subject to certain terms and conditions ("Jadeite Transaction") on materially
the same terms as the SBSA Transaction. The Offer remains subject to acceptance
by Jadeite.
If Jadeite accepts the Offer, the SBSA Transaction and the Jadeite Transaction
(the "Transactions") are expected to be concluded simultaneously on or about 7
June 2016. The aggregate purchase consideration payable by Pan African pursuant
to the Transactions is approximately R545.6 million (£23.9 million) ("
Purchase Consideration") which shall be settled in cash from the Company's
existing reserves and facilities, and from the proceeds of a vendor
consideration placing ("Vendor Placing") of new Pan African ordinary shares ("
PAR Shares"), as explained below.
A maximum of 111 711 791 PAR Shares ("Placement Shares") are to be issued in
consideration of a portion of the Purchase Consideration and will be issued by
Pan African to certain Shareholders and new institutional investors ("Investors
") pursuant to a vendor consideration placing ("Vendor Placing"). The
Transactions are not conditional upon the implementation of the Vendor Placing.
Completion of the Vendor Placing is subject to, inter alia, the Jadeite
Transaction becoming unconditional in all respects and approval for the listing
and admission of the Placement Shares to trading on AIM and the exchange
operated by the JSE Limited ("Main Board").
In anticipation of completion of the Vendor Placing, Pan African has concluded
a bookbuild in terms of which it has secured undertakings from the Investors to
acquire the Placement Shares. Should the Vendor Placing proceed, the Placement
Shares shall be acquired by the Investors for R3.25 (approximately 14.25 pence)
per share (the "Placing Price"), being a premium of 5.1% to the 30 day volume
weighted average traded price of a PAR Share as at 25 May 2016, to raise a
maximum of R363.1 million (£15.9 million) and the remaining portion of the
Purchase Consideration will be settled in cash by Pan African using its
existing cash reserves and funding facilities.
The Vendor Placing comprises two separate but simultaneous and co-ordinated
vendor placings in the United Kingdom and South Africa. The Company has entered
into a placing agreement (the "Placing Agreement") with Numis and Peel Hunt
(together the "UK Bookrunners"), pursuant to which the UK Bookrunners have
agreed, in accordance with its terms, to use their reasonable endeavours to
procure on behalf of the Company subscribers for the Placement Shares at the
Placing Price in the United Kingdom.
The Placing Agreement contains customary warranties given by the Company to the
UK Bookrunners as to matters relating to the Company and its business and a
customary indemnity given by the Company to the UK Bookrunners in respect of
liabilities arising out of or in connection with the Vendor Placing. The UK
Bookrunners are entitled to terminate the Placing Agreement in certain
circumstances prior to admission of the Placement 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 represent, in aggregate, approximately 5.7% of the enlarged issued
share capital of the Company following the Vendor Placing. The Placement Shares
will be issued to Investors credited as fully paid and will, upon issue, rank
pari passu in all respects with the Pan African ordinary shares then in issue,
including all rights to receive all dividends and other distributions declared,
made or paid following admission and listing of such Pan African ordinary
shares. The Placement 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 Vendor Placing is not underwritten by the UK Bookrunners or any other
person.
Application will be made to the London Stock Exchange for admission of the
Placement Shares to trading on AIM. The Company will also apply to the JSE
Limited for the listing and trading of the Placement Shares on the Main Board.
It is expected that admission and listing of the Placement Shares on AIM and
the Main Board will become effective on or about 3 June 2016.
2. RATIONALE FOR THE TRANSACTIONS
The Transactions allow Pan African to:
* address operational and value dilution risks presented by the possible
dilution of its black economic empowerment ("BEE") ownership;
* gain further flexibility and commensurate certainty as to its ability to
comply with the prevailing BEE legislation from time to time;
* partner with Mabindu in furthering Pan African's BEE ownership in a
meaningful and mutually beneficial manner on an ongoing basis;
* through the Vendor Placing, retain the Company's funding headroom necessary
for swift access to potential future organic and acquisitive growth
opportunities; and
* realise further value for Shareholders through a reinvestment in the
Company via Shanduka Gold on an earnings and dividends accretive basis, as
more fully explained below.
Mabindu is a black owned and controlled trust and constitutes a Historically
Disadvantaged South African ("HDSA") for the purposes of South Africa's BEE
legislation. Shanduka Gold (and, indirectly, Mabindu) is Pan African's primary
BEE shareholder. Pursuant to legislation governing BEE and the granting and
retention of South African mining licences and rights, Pan African is required
to have a minimum level of HDSA ownership and Shanduka Gold contributes
significantly towards the Company's continued compliance with these
requirements. The Transactions allow Pan African to ensure that its current
HDSA ownership structures are unaffected by retaining Shanduka Gold and,
indirectly, Mabindu as Shareholders.
A draft Mining Charter has been published by the Minister of Mineral Resources
for comment. Companies have until 31 May 2016 to submit their comments. It is
anticipated that there may be a number of significant amendments to this draft
version of the Charter following the submissions made by the mining industry
and, therefore, it is unclear at this stage in what form the final version of
the Charter will be published. The Transactions will provide Pan African with
flexibility in terms of ensuring compliance with future BEE regulations.
Approximately 0.6% of the Shanduka Gold shares to be acquired from Jadeite will
be retained by Jadeite for sale, at a future date, to an independent third
party nominated by Pan African. Pursuant to the Transactions, Pan African will
therefore acquire a 49.9% direct interest in Shanduka Gold. Shanduka Gold shall
accordingly not be a subsidiary of Pan African and further details of the
intended application of the 0.6% interest in Shanduka Gold will be determined
after completion of the Transactions. Jadeite shall retain ownership of these
shares and all the benefits and rights associated therewith until they are
transferred to the selected recipient.
Mabindu's 49.5% interest in Shanduka Gold was acquired at a discounted value
but created a notional loan, to be settled by Mabindu, with a notional value of
R536 039 493 ("Notional Loan") as at 11 December 2015. The Notional Loan
accrues notional interest at the South African prime rate plus 5% and is
required to be notionally settled on 11 December 2018. Whilst the Notional Loan
is outstanding, 95% of the dividends payable to Mabindu are waived by Mabindu
and the Notional Loan is notionally reduced by the aggregate value of all
dividends paid and payable to Mabindu. On 11 December 2018, the Notional Loan
will be notionally settled by the repurchase by Shanduka Gold of all or a
portion of Mabindu's Shanduka Gold shares at the same price per share as
originally paid by Mabindu. The number of Shanduka Gold shares to be
repurchased shall be calculated by dividing the Notional Loan value by the fair
value of a Shanduka Gold share calculated at that time.
Pursuant to, inter alia, the Notional Loan, implementation of the Transactions
will result in Pan African consolidating all the PAR Shares (436 358 059
shares) held by Shanduka Gold for accounting purposes. Accordingly, the net
effect will be a reduction of 324 646 268 PAR Shares (as increased by the issue
of the Placement Shares) in issue for purposes of the Company's earnings per
share calculations. Furthermore, Pan African will receive the benefit of
indirectly participating in dividends it declares to Shareholders on a
continuing basis.
3. SUSPENSIVE CONDITIONS
Subject to the acceptance of the offer by Jadeite, the Jadeite Transaction is
expected to be conditional upon the fulfilment or waiver of, inter alia, the
following suspensive conditions:
* the SBSA Transaction becoming unconditional; and
* Mabindu waiving its pre-emptive rights pursuant to the MOI.
1. CATEGORISATION
Pursuant to the JSE Limited Listings Requirements, the Purchase Consideration
payable pursuant to the Transactions represents 9.2%, being more than 5% but
less than 30%, of the Company's current market capitalisation. Accordingly, the
Transactions, on an aggregated basis, are classified as a category 2
transaction.
The net asset value of Shanduka Gold is materially equal to approximately 23.8%
of Pan African's market capitalisation, from time to time, and, its earnings
primarily comprise dividends received from Pan African according to the number
of PAR Shares held by it from time to time.
Rosebank, Johannesburg
26 May 2016
For further information on Pan African, please visit the Company's website at
http://www.panafricanresources.com/
Sole Corporate Advisor in respect of the Transactions, South African Bookrunner
and JSE Sponsor to Pan African
One Capital
South African Legal Advisors to Pan African
Webber Wentzel
UK Bookrunners
Numis Securities Limited Peel
Hunt LLP
UK Legal Advisors to Pan African
Fladgate LLP
Legal Advisors to UK Bookrunners
Memery Crystal
Contact Details
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 Deon Louw
Pan African Resources PLC Pan African Resources
PLC
Chief Executive Officer Financial Director
Office: + 27 (0)11 243 2900 Office: + 27 (0)11
243 2900
Phil Dexter John Prior / James Black
/ George Fry
St James's Corporate Services Limited Numis Securities Limited
Company Secretary Nominated Adviser and Joint
Broker
Office: + 44 (0)207 796 8644 Office: + 44 (0)207 260 1000
Sholto Simpson Matthew Armitt /
Ross Allister
One Capital Peel Hunt LLP
JSE Sponsor and Transaction Advisor Joint Broker
Office: + 27 (0)11 550 5009 Office: + 44 (0)207
418 8900
Gareth Driver / Huneiza Goolam Julian Gwillim
Webber Wentzel Aprio Strategic
Communications
South African Legal Advisor Public & Investor
Relations SA
Office: + 27 (0)11 530 5000 Office: + 27 (0)11 880
0037
Daniel Thöle
Bell Pottinger
Public & Investor Relations UK
Office: + 44 (0)203 772 2500
Numis and Peel Hunt, who are authorised and regulated in the United Kingdom by
the Financial Conduct Authority, are acting for the Company and for no-one else
in relation to the Vendor Placing, and will not be responsible to any person
other than the Company for providing the protections afforded to their clients
nor for providing advice in connection with the matters contained in this
announcement. No representation or warranty, express or implied, is or will be
made, and to the fullest extent permitted by law no responsibility or liability
is or will be accepted by any of Numis or Peel Hunt, or by any of their
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 therefor, or in connection therewith, is expressly disclaimed.
DISCLAIMER - INTENDED ADDRESSEES
NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, HONG KONG, CANADA, JAPAN, OR
SWITZERLAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S.
PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED).
This announcement is for information purposes only and does not constitute an
invitation or offer to subscribe for, underwrite or otherwise acquire or
dispose of any securities in any jurisdiction. This announcement is only
intended to be accessed and reviewed by persons to whom it can lawfully be
addressed and is not intended to be transmitted or distributed, directly or
indirectly, into the United States, Australia, New Zealand, Hong Kong, Japan,
Canada or Switzerland or any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction. The transmission and
distribution of this announcement may be restricted by law in various
jurisdictions, and persons who access this announcement should inform
themselves about, and observe, any such restrictions.
The securities described in this announcement have not been, and will not be,
registered under the U.S. Securities Act 1933, as amended (the "Securities
Act"), or under any relevant securities laws of any state of the United States
of America and, subject to certain exceptions, the securities may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. persons or to persons within the United States of America, as such
terms are defined in Regulation S under the Securities Act. There will be no
public offering of the securities in the United States.