Pan African Resources Plc Restructure of Long-term Incentive Schemes
17 Septiembre 2020 - 09:00AM
UK Regulatory
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)
Pan African Resources (LSE:PAF)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Pan African Resources (LSE:PAF)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024