THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT
FOR PUBLICATION, RELEASE, DISSEMINATION OR DISTRIBUTION, DIRECTLY
OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE
SECURITIES REFERRED TO HEREIN, IN OR INTO ANY JURISDICTION WHERE
SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
Pan African Resources PLC
(“PAF”, the “Company” or the
“Group”)
AIM Code: PAF
JSE Code: PAN
ISIN: GB0004300496
Result of
Placing
Pan African Resources PLC, the Africa-focused precious metals producer, is
pleased to announce that, following the announcement earlier today
regarding the launch of a proposed placing (the "Placing"), it has
successfully placed 291,480,983 new ordinary shares of 1 pence each (the "Placing Shares") at an issue
price of 14 pence per Placing Share
or ZAR2.42 per Placing Share
(together, the “Issue Price”) raising gross proceeds of
ZAR705 million (US$51 million).
The net proceeds of the Placing will be used in conjunction with
a ZAR1.0 billion (US$72.3 million) underwritten seven-year debt
facility which has been agreed in principle with Rand Merchant Bank, a division of FirstRand Bank
Limited (“RMB facility”), to fast-track development of the
Company’s Elikhulu Tailings Project in South Africa (“Elikhulu” or the “Project”)
following publication of the Definitive Feasibility Study for the
Project announced on 5 December
2016.
Cobus Loots, Chief Executive
Officer of PAF, commented:
“We are grateful for the support we have received from new
and existing investors for the Placing. The Elikhulu project is
expected to deliver a robust return on investment and diversify the
Company’s production portfolio.”
The Placing was conducted by way of an accelerated bookbuilding
process. Numis Securities Limited (“Numis”), Hannam & Partners
(Advisory) LLP (“H&P”) and Peel Hunt LLP (“Peel Hunt”) acted as
the UK placing agents and The Standard Bank of South Africa Limited
(“Standard Bank”) and Rand Merchant
Bank, a division of FirstRand Bank Limited (“RMB”) acted as
the South African placing agents in connection with the
Placing.
The Issue Price represents discounts of approximately 12.5
percent and 11.0 percent to the Company’s share price of
16 pence per share and ZAR2.72 per share respectively as at market close
on 11 April 2017, being the last
business day prior to the launch of the Placing.
Application will be made for the Placing Shares to be admitted
to trading on AIM, a market operated by the London Stock Exchange
and the Johannesburg Stock Exchange, an exchange operated by JSE
Limited, which is expected to occur on or around 19 April 2017.
Following Admission, the Company will have 2,234,687,537
Ordinary Shares in issue of which 436,358,058 are held by PAR Gold
Proprietary Limited and are treated as treasury shares on
consolidation. The total number of voting rights of the Company
will be 2,234,687,537 and this figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
Unless otherwise defined herein, terms are as defined in the
announcement made earlier today.
|
|
Contact information |
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
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
St James's Corporate Services Limited
Company Secretary
Office: + 44 (0) 207 796 8644 |
John Prior / Paul Gillam
Numis Securities Limited
Nominated Adviser, Joint Broker and Joint Bookrunner
Office: +44 (0) 20 7260 1000 |
Sholto Simpson
One Capital
JSE Sponsor
Office: + 27 (0) 11 550 5009 |
Matthew Armitt / Ross Allister
Peel Hunt LLP
Joint Broker and Joint Bookrunner
Office: +44 (0) 207 418 8900 |
Jeffrey Couch/Neil Haycock/Thomas
Rider
BMO Capital Markets Limited
Joint Broker
Office: +44 (0) 207 236 1010 |
Andrew Chubb / Arabella Burwell
Hannam and Partners (Advisory) LLP
Financial Adviser and Joint Bookrunner
Office: +44 (0) 207 907 8500 |
Bobby Morse/Chris Judd
Buchanan Communications
Public & Investor Relations UK
Office: + 44 (0) 207 466 5000 |
Sandra du Toit / Richard Stout
The Standard Bank of South Africa Limited
Transaction Sponsor and Joint Bookrunner
Office: +27 11 344 5414 |
Julian Gwillim
Aprio Strategic Communications
Public & Investor Relations SA
Office: +27 (0)11 880 0037 |
Julian Grieve / Irshaad
Paruk
FirstRand Bank Limited (Rand Merchant Bank division)
Joint Bookrunner
Office: +27 11 282 8000 |
For more information, please visit
www.panafricanresources.com
Important Information
This Announcement contains forward-looking statements, including
but not limited to statements about the costs of, and the Company's
ability to successfully construct, commission and execute, the
Project. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and therefore
are based on current beliefs and expectations about future events.
Forward-looking statements are not guarantees of future performance
and the Group's actual operating results and financial condition,
and the development of the industry in which it operates may differ
materially from those made in or suggested by the forward-looking
statements contained in this announcement. In addition, even if the
Group's operating results, financial condition and liquidity, and
the development of the industry in which the Group operates are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Accordingly,
prospective investors should not rely on these forward-looking
statements. The Company disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. None of the
Company, the Directors or the Bookrunners undertake any obligation
nor do they intend to revise or update any document unless required
to do so by applicable law, the Prospectus Rules, the Disclosure
Requirements or the Transparency Rules.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the
Bookrunners or by any of their respective 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 therefore is expressly disclaimed.
Numis, H&P and Peel Hunt, each of which is authorised and
regulated in the United Kingdom by
the Financial Conduct Authority (“FCA”), are each acting
exclusively for the Company and no one else in connection with the
Placing, and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Placing,
and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor
for providing advice, in relation to the Placing or any other
matter referred to in this Announcement.
RMB and Standard Bank are each acting exclusively for the
Company and no one else in connection with the Placing, and will
not regard any other person (whether or not a recipient of this
document) as a client in relation to the Placing, and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice, in relation to the Placing or any other matter referred to
in this Announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Bookrunners by the Financial Service and
Markets Act 2000, as amended, or the regulatory regime established
thereunder, or by the London Stock Exchange or the AIM Rules for
Companies and AIM Rules for Nominated Advisers, or under the
regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or
unenforceable, none of the Bookrunners, nor any of their respective
affiliates, directors, officers, employees or advisers accepts any
responsibility whatsoever for, or makes any representation or
warranty, express or implied, as to, the contents of this
announcement, including its accuracy or completeness, or for any
other statement made or purported to be made by it, or on behalf of
it, the Company, the Directors or any other person, in connection
with the Company, the New Ordinary Shares and the Placing, and
nothing in this document should be relied upon as a promise or
representation in this respect, whether or not to the past or
future. Each of the Bookrunners and their respective affiliates,
directors, officers, employees and advisers accordingly disclaims
to the fullest extent permitted by law all and any responsibility
or liability whatsoever, whether arising in tort, contract or
otherwise (save as referred to above), which it might otherwise
have in respect of this Announcement or any such statement.
The distribution of this Announcement and the offering of the
New Ordinary Shares in certain jurisdictions other than the
United Kingdom and the Republic of
South Africa may be restricted by
law. Subject to certain exceptions, no action has been taken by the
Company or the Bookrunners that would permit an offering of the New
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such shares
in the Excluded Territories or in any other jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required by the Company, and the
Bookrunners to inform themselves about, and to observe, any such
restrictions.
Statements contained in this Announcement regarding past trends
or activities should not be taken as a representation that such
trends or activities will continue in the future.
No statement in this Announcement is or is intended to be a
profit forecast or profit estimate or to imply that the earnings of
the Company for the current or future financial years will
necessarily match or exceed the historical or published earnings of
the Company. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount
invested on disposal of the shares.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.