TIDMPAF 
 
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 
ADR ticker code: PAFRY 
 
("Pan African" or "the Company") 
 
Restructure of Long-term Incentive Schemes 
 
1. Introduction 
 
Shareholders are advised that the Remuneration Committee of Pan African has 
recommended to the Company's board of directors ("Board") a restructure of some 
of the group's long-term incentive schemes with the intent of simplifying and 
consolidating such schemes and improving their retention capability. 
 
As a result, shareholders are notified in accordance with paragraph 3.63 of the 
JSE Listings Requirements that on 16 September 2020, certain executive 
directors including the Chief Executive Officer, Cobus Loots and the Financial 
Director, Deon Louw, and other prescribed officers of the group (details of 
which are set out in the table in paragraph 3 below) ("Affected Participants") 
have agreed to relinquish the share options issued to them under the Pan 
African Corporate Share Option Scheme ("PACOS").  In addition, the relevant 
executive directors and prescribed officers have an entitlement to receive 
shares in respect of the terms of their employment contracts which will also be 
relinquished (together the "Relinquished Options"). 
 
In lieu of the relinquishment set out above, restricted class B ordinary shares 
of no par value ("Class B Shares") in the share capital of PAR Gold Proprietary 
Limited ("PAR Gold"), will be issued to the Affected Participants in terms of a 
newly established Pan African B Executive Incentive Scheme ("B-Share Scheme"). 
The restructuring will result in an estimated saving to the Company of 
approximately ZAR 11.6 million (approx. US$0.7 million) whilst maintaining the 
alignment between shareholders and management. 
 
2. Overview of the B-Share Scheme and key terms of the Class B Shares 
 
Pan African owns 49% of the issued share capital of PAR Gold. 
 
The Class B Shares are being created to facilitate the B Share Scheme. A 
summary of the rights and preferences are provided below: 
 
  * the Class B Shares do not confer any right to the holders of the Class B 
    Shares ("Class B Shareholders") to attend, speak at and/or vote at general 
    meetings of PAR Gold, save when a resolution of PAR Gold is proposed which 
    affects the preferences, rights, limitations and other terms associated 
    with the Class B Shares; 
  * each issued Class B Share will entitle a Class B Shareholder the right to 
    receive distributions, in priority to the PAR Gold ordinary shares, equal 
    to the difference between a) the highest 30 day volume weighted average 
    price of a Pan African ordinary share on the JSE measured from the scheme 
    implementation date up to and including the date of the Class B Shareholder 
    issuing a lock-in notice/(s) or a deemed lock-in notice and b) R1.21 (" 
    Distribution Amount"); 
  * the Class B Shares will be repurchased by PAR Gold in accordance with the 
    rules in respect of the B-Share Scheme ("B-Share Scheme Rules") in terms of 
    certain put and call options granted for an amount equal to the higher of 
    a) of R0.0001 per Class B Share or b) a shortfall in any Distribution 
    Amount owing to a Class B Shareholder in accordance with the B-Share Scheme 
    Rules; 
  * Class B Shareholders may not transfer or encumber their Class B Shares 
    other than in accordance with the provisions of the B Share Scheme Rules or 
    with the prior written approval of the Board. 
 
3. Directors and prescribed officers dealings 
 
The details of the dealings are set out below: 
 
   Name of     Options /   Number of   Strike price Total Strike Relinquished    Number of 
  director/      Shares   Relinquished     per       Price for     Options     Class B-Shares 
  prescribed               Options /   Relinquished Relinquished Conditionally     to be 
   officer                   Shares      Option       Options     Exercisable   allocated in 
                                          (Rand)       (Rand)        From       lieu of the 
                                                                                Relinquished 
                                                                                  Options 
 
Cobus Loots    Options      12,427,686         1.21   15,037,500     30-Jun-20     11,557,748 
 
Cobus Loots    Shares        5,000,000            -            -             -      5,549,831 
 
Deon Louw      Options       8,690,599         1.21   10,515,625     30-Jun-20      8,082,257 
 
Deon Louw      Shares        3,100,000            -            -             -      3,440,896 
 
Andre van den  Options       8,109,463         1.21    9,812,450     30-Jun-20      7,541,800 
Bergh 
 
Bert van den   Options       4,049,587         1.21    4,900,000     30-Jun-20      3,766,116 
Berg 
 
Jonathan Irons Options       4,049,587         1.21    4,900,000     30-Jun-20      3,766,116 
 
Barry Naicker  Options       3,471,074         1.21    4,200,000     30-Jun-20      3,228,099 
 
Niel Symington Options       3,140,496         1.21    3,800,000     30-Jun-20      2,920,661 
 
Mthandazo      Options       1,239,669         1.21    1,500,000     30-Jun-20      1,152,893 
Dlamini 
 
Hendrik        Options       1,239,669         1.21    1,500,000     30-Jun-20      1,152,893 
Pretorius 
 
                            54,517,831                56,165,575                   52,159,310 
 
The above executive directors and prescribed officers held a direct beneficial 
interest in the Relinquished Options and likewise will hold a direct beneficial 
interest (in person or through a representative shareholder) in the Class 
B-Shares. The ultimate value of the Class B-Shares to be issued to the 
executive directors and prescribed officers will depend on the Pan African 
share price at the point of repurchase. 
 
All the above trades are considered to be off-market trades in terms of the JSE 
Listings Requirements 
 
4. Related Party Transaction 
 
The issuance of the Class B Shares to Cobus Loots and Deon Louw constitutes a 
related party transaction under the AIM Rules for Companies. The Board, other 
than Cobus Loots and Deon Louw, who are not deemed independent, having 
consulted with the Company's nominated adviser, Peel Hunt LLP, consider that 
the terms of the aforementioned related party transaction are fair and 
reasonable insofar as shareholders are concerned. 
 
Rosebank 
 
17 September 2020 
 
For further information on Pan African, please visit the Company's website at 
 
www.panafricanresources.com 
 
Contact information 
 
Corporate Office                              Registered Office 
The Firs Office Building                      Suite 31 
2nd Floor, Office 204                         Second Floor 
Cnr. Cradock and Biermann Avenues             107 Cheapside 
Rosebank, Johannesburg                        London 
South Africa                                  EC2V 6DN 
Office:   + 27 (0)11 243 2900                 United Kingdom 
info@paf.co.za                                Office: + 44 (0)20 7796 8644 
 
Cobus Loots                                   Deon Louw 
Pan African Resources PLC                     Pan African Resources PLC 
Chief Executive Officer                       Financial Director 
Office: + 27 (0)11 243                        Office: + 27 (0)11 243 2900 
2900 
 
Phil Dexter/Jane Kirton                       Ross Allister/David McKeown 
St James's Corporate Services Limited         Peel Hunt LLP 
Company Secretary                             Nominated Adviser and Joint Broker 
Office: + 44 (0)20 7796 8644                  Office: +44 (0)20 7418 8900 
 
Ciska Kloppers                                Thomas Rider/Neil Elliot 
Questco Corporate Advisory Proprietary        BMO Capital Markets Limited 
Limited                                       Joint Broker 
JSE Sponsor                                   Office: +44 (0)20 7236 1010 
Office: + 27 (0)11 011 9200 
 
Hethen Hira 
Pan African Resources PLC 
Head : Investor Relations                     Website: 
Tel: + 27 (0)11 243 2900                      www.panafricanresources.com 
E-mail: hhira@paf.co.za 
 
 
 
END 
 

(END) Dow Jones Newswires

September 17, 2020 10:00 ET (14:00 GMT)

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