TIDMPAF
Pan African Resources PLCPan 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: PAFRegistration number: 2012/021237/06
Share code on JSE: PANAlpha code: PARI
ISIN: GB0004300496
ADR code: PAFRY
("Pan African" or "the Company" or "the Group")
RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVID DATES
1. RESULTS OF ANNUAL GENERAL MEETING
Pan African shareholders (Shareholders) are advised that at the annual general
meeting (AGM) of Shareholders held on Thursday, 23 November 2023, all the
ordinary and special resolutions, as set out in the notice of AGM dated 31
October 2023, other than Resolution 13, were approved by the requisite majority
of Shareholders present or represented by proxy.
The total number of Pan African ordinary shares (Shares) eligible to vote at the
AGM is 2,222,862,046.
All resolutions proposed at the AGM, together with the percentage of shares
abstained, as well as the percentage of votes carried for and against each
resolution, are as follows:
Resolution 1: To receive the accounts and the report of the directors of the
Company and the auditors' report thereon
Shares Voted Abstained For Against
2,755,908 1,551,119,329 1,909
1,551,121,238
0.12% 100% 0.00%
69.78%
Resolution 2: To approve the payment of a final dividend for the year ended 30
June 2023
Shares Voted Abstained For Against
265,492 1,553,609,133 2,521
1,553,611,654
0.01% 100% 0.00%
69.89%
Resolution 3: To re-elect JAJ Loots as an executive director of the Company
Shares Voted Abstained For Against
403,079 1,551,981,236 1,492,831
1,553,474,067
0.02% 99.90% 0.10%
69.89%
Resolution 4: To re-elect GP Louw as an executive director of the Company
Shares Voted Abstained For Against
453,579 1,550,620,365 2,803,202
1,553,423,567
0.02% 99.82% 0.18%
69.88%
Resolution 5: To re-elect D Earp as a member of the audit and risk committee
Shares Voted Abstained For Against
449,338 1,546,394,104 7,033,704
1,553,427,808
0.02% 99.55% 0.45%
69.88%
Resolution 6: To re-elect CDS Needham as a member of the audit and risk
committee
Shares Voted Abstained For Against
449,338 1,547,846,908 5,580,900
1,553,427,808
0.02% 99.64% 0.36%
69.88%
Resolution 7: To re-elect TF Mosololi as a member of the audit and risk
committee
Shares Voted Abstained For Against
453,579 1,497,610,478 55,813,089
1,553,423,567
0.02% 96.41% 3.59%
69.88%
Resolution 8: To increase the limit for ordinary aggregate fees payable to the
non-executive directors (Note 1)
Shares Voted Abstained For Against
5,408,683 1,125,839,313 422,629,150
1,548,468,463
0.24% 72.71% 27.29%
69.66%
Resolution 9: To endorse the Company's remuneration policy (Notes 1 and 2)
Shares Voted Abstained For Against
626,493 1,033,502,912 519,747,741
1,553,250,653
0.03% 66.54% 33.46%
69.88%
Resolution 10: To endorse the Company's remuneration implementation report
(Notes 1 and 2)
Shares Voted Abstained For Against
731,183 780,828,115 772,317,848
1,553,145,963
0.03% 50.27% 49.73%
69.87%
Resolution 11: To reappoint PwC as auditors of the Company and to authorise the
directors to determine their remuneration
Shares Voted Abstained For Against
586,048 1,552,976,094 315,004
1,553,291,098
0.03% 99.98% 0.02%
69.88%
Resolution 12: To authorise the directors to allot equity securities (Note 1)
Shares Voted Abstained For Against
328,780 985,460,309 568,088,057
1,553,548,366
0.01% 63.43% 36.57%
69.89%
Resolution 13: To approve the disapplication of pre-emption rights and general
authority to issue shares for cash
Shares Voted Abstained For Against
400,625 870,263,150 683,213,371
1,553,476,521
0.02% 56.02% 43.98%
69.89%
Resolution 14: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
516,325 1,445,809,162 107,551,659
1,553,360,821
0.02% 93.08% 6.92%
69.88%
Resolution 15: To amend the Articles of Association of the Company
Shares Voted Abstained For Against
464,652 1,553,283,529 128,965
1,553,412,494
0.02% 99.99% 0.01%
69.88%
Notes
· Percentages of shares voted are calculated in relation to the total issued
ordinary share capital of Pan African.
· Percentages of shares voted for and against each resolution are calculated
in relation to the total number of shares voted in respect of each resolution.
· Abstentions are calculated as a percentage in relation to the total issued
ordinary share capital of Pan African.
1. In accordance with the UK Corporate Governance Code, when 20% or more of the
votes have been cast against the board recommendation for a resolution, the
Company will consult with those shareholders who voted against resolution
numbers 8, 9, 10 and 12 (Resolutions), (Dissenting Shareholders) in order to
ascertain the reasons for doing so, following which an update on the views
expressed by such Dissenting Shareholders and the subsequent actions taken by
the Company will be issued.
2. Furthermore, as required in terms of the King IV Report on Corporate
Governance for South Africa, 2016 and paragraph 3.84(j) of the JSE Limited
Listings Requirements, Pan African invites those Dissenting Shareholders who
voted against ordinary resolution number 9 and/or ordinary resolution 10 to
engage with the Company regarding their views on the Company's remuneration
policy and/or implementation report.
Dissenting Shareholders may forward their concerns / questions pertaining to the
Resolutions to the Company Secretary via email at
general@corpserv.co.uk (phil.dexter@corpserv.co.uk) by close of business on
8December 2023. The Company will then respond in writing to these Dissenting
Shareholders, and if required, engage further with the Dissenting Shareholders
in this regard.
2. SALIENT DIVID DATES
Shareholders are referred to the Group's provisional summarised audited results
that were released on 13 September 2023, wherein an exchange rate of South
African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:23.93 and an exchange
rate of ZAR to the US Dollar (USD) of USD/ZAR:18.83 was used for illustrative
purposes to convert the proposed ZAR dividend of 18.00000 ZA cents per share
into GBP and USD, respectively.
Shareholders are advised that, following the approval of the final dividend at
the AGM, the exchange rate for conversion of the final ZAR dividend into GBP has
been fixed at an exchange rate of GBP/ZAR: 23.61 which translates to a final GBP
dividend of 0.76239 pence per share and the exchange rate for conversion of the
final ZAR dividend into USD for illustrative purposes is USD/ZAR: 18.85, which
translates to an illustrative final USD dividend of US 0.95491 cents per share.
The following salient dates apply:
+------------------------------+---------------------------+
|Currency conversion date |Thursday, 23 November 2023 |
+------------------------------+---------------------------+
|Last date to trade on the JSE |Tuesday, 28 November 2023 |
+------------------------------+---------------------------+
|Last date to trade on the LSE |Wednesday, 29 November 2023|
+------------------------------+---------------------------+
|Ex-dividend date on the JSE |Wednesday, 29 November 2023|
+------------------------------+---------------------------+
|Ex-dividend date on the LSE |Thursday, 30 November 2023 |
+------------------------------+---------------------------+
|Record date on the JSE and LSE|Friday, 1 December 2023 |
+------------------------------+---------------------------+
|Payment date |Tuesday, 12 December 2023 |
+------------------------------+---------------------------+
Notes
· No transfers between the Johannesburg and London registers, between the
commencement of trading on Wednesday, 29 November 2023 and close of business on
Friday, 1 December 2023 will be permitted.
· No shares may be dematerialised or rematerialised between Wednesday, 29
November 2023 and Friday, 1December 2023, both days inclusive.
· The final dividend per share was calculated on 2,222,862,046 total shares in
issue equating to 18.00000 ZA cents per share or 0.76239 pence or 0.95491 US
cents per share.
· The South African dividends tax rate is 20% per ordinary share for
shareholders who are liable to pay the dividends tax, resulting in a net
dividend of 14.40000 ZA cents per share 0.60991 pence per share and US 0.76393
cents per share for these shareholders. Foreign investors may qualify for a
lower dividend tax rate, subject to completing a dividend tax declaration and
submitting it to Computershare Investor Services Proprietary Limited or Link
Group who manage the SA and UK register, respectively. The Company's South
African income tax reference number is 9154588173. The dividend will be
distributed from South African income reserves/ retained earnings, without
drawing on any other capital reserves.
Johannesburg
24 November 2023
+-----------------------------------------------+---------------------------+
|Corporate information |
+-----------------------------------------------+---------------------------+
|Corporate office |Registered office |
| | |
|The Firs Building |2nd Floor |
| | |
|2nd Floor, Office 204 |107 Cheapside |
| | |
|Corner Cradock and Biermann Avenues |London |
| | |
|Rosebank, Johannesburg |EC2V 6DN |
| | |
|South Africa |United Kingdom |
| | |
|Office: + 27 (0) 11 243 2900 |Office: + 44 (0) 20 7796 |
| |8644 |
|info@paf.co.za | |
| |info@paf.co.za |
+-----------------------------------------------+---------------------------+
|Chief executive officer |Financial director and debt|
| |officer |
|Cobus Loots | |
| |Deon Louw |
|Office: + 27 (0) 11 243 2900 | |
| |Office: + 27 (0) 11 243 |
| |2900 |
+-----------------------------------------------+---------------------------+
|Head investor relations |Website: |
| |www.panafricanresources.com|
|Hethen Hira | |
|Tel: + 27 (0) 11 243 2900 | |
|Email: hhira@paf.co.za | |
+-----------------------------------------------+---------------------------+
|Company secretary |Nominated adviser and joint|
| |broker |
|Jane Kirton | |
| |Ross Allister/ Bhavesh |
|St James's Corporate Services Limited |Patel |
| | |
|Office: + 44 (0) 20 7796 8644 |Peel Hunt LLP |
| | |
| |Office: +44 (0) 20 7418 |
| |8900 |
+-----------------------------------------------+---------------------------+
|JSE sponsor |Joint broker |
| | |
|Ciska Kloppers |Thomas Rider/Nick Macann |
| | |
|Questco Corporate Advisory Proprietary Limited |BMO Capital Markets Limited|
| | |
|Office: + 27 (0) 11 011 |Office: +44 (0) 20 7236 |
|9200 (https://www.google.co.za/search?q=questco|1010 |
|&rlz=1C1EJFC_enZA816ZA818&oq=q | |
|uestco&aqs=chrome..69i57j0l5.1 | |
|159j0j4&sourceid=chrome&ie=UTF-8) | |
+-----------------------------------------------+---------------------------+
| |Joint broker |
| | |
| |Matthew Armitt/Jennifer Lee|
| | |
| |Joh. Berenberg, Gossler & |
| |Co KG |
| | |
| |Office: +44 (0) 20 3207 |
| |7800 |
+-----------------------------------------------+---------------------------+
This information was brought to you by Cision http://news.cision.com
END
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