Last checked at 23 Nov 2012 12:20
Pan African Resources PLC (Incorporated and registered in England and Wales under Companies Act 1985 with registered number 3937466 on 25 February 2000) AIM Code: PAF JSE Code: PAN ISIN: GB0004300496 ISIN for Nil Paid Rights: GB00B85FJG40 ISIN for Fully Paid Rights: GB00B8RCBP62 ("Pan African" or "Company")
DECLARATION ANNOUNCEMENT REGARDING THE PROPOSED RIGHTS OFFER OF 25.5 NEW ORDINARY SHARES FOR EVERY 100 ORDINARY SHARES HELD
1. INTRODUCTION
Pan African shareholders ("Shareholders") are referred to the announcement published on 7 November 2012, wherein they were advised that the Company proposes to raise approximately ZAR703 million through the issue of new Pan African ordinary shares ("Rights Shares") by way of a Rights Offer ("Rights Offer"). The Rights Offer will be implemented in the ratio of 25.5 Rights Shares for every 100 Pan African ordinary shares ("Shares") held and at a subscription price ("Subscription Price") of ZAR1.90 per Rights Share.
Shareholders recorded on the Company's United Kingdom ("UK") register of members ("UK Register") will be required, if taken up, to subscribe for Rights Shares in Pound Sterling ("GBP"). The GBP Subscription Price has been set using recent average exchange rates and shall be 14 pence per Rights Share.
Shareholders recorded on Pan African's UK Register or South African register of members ("SA Register") on 14 December 2012 (the "Record Date"), save for, subject to certain exceptions, those Shareholders with registered addresses, or resident in, certain excluded territories ("Qualifying Shareholders"), will be entitled to participate in the Rights Offer and to apply for excess Rights Shares (being Rights Shares in excess of a Qualifying Shareholder's pro rata entitlement to Rights Shares) under the Rights Offer ("Excess Shares").
The implementation of the Rights Offer remains subject to Shareholders voting in favour of the requisite resolutions to implement the acquisition of all the shares in, and claims against, Evander Gold Mines Limited and the Rights Offer at the general meeting, to be held on 30 November 2012, as well as the procurement by the Company of various regulatory approvals in respect of the Rights Offer.
The expected timetables of principal events in SA and the UK respectively relating to the Rights Offer are presented below. Shareholders are advised that these timetables are subject to change until such time as the Rights Offer finalisation announcement has been published by the Company. In the event that the dates presented below change, Shareholders shall be timeously informed by way of a further announcement.
2. EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN SOUTH AFRICA ("SA")
The expected timetable of principal events relating to the Rights Offer in SA is set out below.
Finalisation announcement confirming the dates of the 30 November 2012 Rights Offer published
Document relating to the Rights Offer published on or 30 November 2012 after
Last day to trade in Shares on the exchange operated close of business 7 by JSE Limited ("JSE") in order to settle by the
December 2012Record Date and to qualify to participate in the Rights Offer (cum entitlement)
Restriction on transfers between the UK Register and 5.00 p.m. 7 December SA Register commences
2012
Listing and trading (on a deferred settlement basis) 9.00 a.m.10 December in letters of allocation on the JSE commences
2012 Shares commence trading ex-rights on the JSE 9.00 a.m.10 December 2012
Record Date for participation in the Rights Offer and close of business 14 restriction on transfers between the UK Register and
December 2012SA Register ends Forms of instruction posted to SA certificated 18 December 2012Qualifying Shareholders ("SA Qualifying Certificated Shareholders")
SA dematerialised Qualifying Shareholders ("SA by 9.00 a.m. 18 December Qualifying Dematerialised Shareholders") will have
2012their accounts at their Central Securities Depository Participant ("CSDP") or broker automatically credited with their letters of allocation (1) (Rights Offer opens)
SA Qualifying Certificated Shareholders will have by 9.00 a.m.18 December their entitlement to letters of allocation credited to
2012an account held with the transfer secretary (1) (Rights Offer opens)
In respect of SA Qualifying Certificated Shareholders 12.00 noon 4 January wishing to sell all or part of their letters of
2013allocation, latest time and date for submission of form of instruction to the transfer secretary Last day to trade in letters of allocation on the JSE 4 January 2013to settle trades by the closing date of the Rights Offer and to participate in the Rights Offer
Listing of Rights Shares and trading therein (on a 9.00 a.m. 7 January 2013 deferred settlement basis) on the JSE commences
Rights Offer closes 12.00 noon 11 January 2013 Record date for letters of allocation close of business 11
January 2013 Rights Shares issued by 9.00 a.m. 14 January 2013
SA Qualifying Dematerialised Shareholders' (or their by 9.00 a.m.14 January renouncees') accounts will be updated with Rights
2013Shares and debited with the aggregate Subscription Price by their CSDP or broker
Certificates in respect of Rights Shares posted to SA by 9.00 a.m 14 January Qualifying Certificated Shareholders (or their
2013renouncees) on or about Results of Rights Offer announced on the Stock as soon as practicableExchange News Service ("SENS") after 9.00 a.m. 14 January 2013 Results of Rights Offer published in the SA press 15 January 2013
SA Qualifying Dematerialised Shareholders' (or their by 9.00 a.m. 16 January renouncees') accounts will be updated with Excess
2013Shares (if any) and debited with the Subscription Price due
Share certificates and/or refund cheques in respect of 16 January 2013 Excess Shares will be posted to SA Qualifying
Certificated Shareholders (or their renouncees) on or
about Notes:
1. The Rights Offer is subject to certain restrictions relating to
Shareholders with registered addresses in excluded territories being the United States, the Commonwealth of Australia, its territories and possessions, Canada, Japan, and any other jurisdiction where the extension or availability of the Rights Offer (or any transaction contemplated thereby and any activity carried out in connection thereunder) would constitute a contravention of applicable law ("Excluded Territories").
2. References to times in this timetable are to Johannesburg times.
3. The times and dates set out in the expected timetable of principal events
above may be adjusted by the Company in consultation with its advisers, in which event details of the new times and dates will be notified to the JSE Limited and, where appropriate, SA Qualifying Shareholders by way of a simultaneous Regulatory Information Service ("RIS") and SENS announcement.
4. Share certificates may not be dematerialised or rematerialised between 10
December 2012 and 14 December 2012, both days inclusive.
3. EXPECTED TIMETABLE OF PRINCIPAL EVENTS IN UK
The expected timetable of principal events relating to the Rights Offer in the UK is set out below.
Finalisation announcement confirming the dates of 30 November 2012the Rights Offer published Document relating to the Rights Offer published on 30 November 2012or after
Restriction on transfers between UK Register and SA 5.00 p.m. on 7 December Register commences
2012
Record Date for entitlement under the Rights Offer 5.00 p.m. on 14 December for UK Qualifying Shareholders and restriction on
2012transfers between UK Register and SA Register ends Despatch of provisional allotment letters to UK 18 December 2012certificated Qualifying Shareholders (1)
Shares marked "ex" by the London Stock Exchange
2012
Admission and dealings in Rights Shares in nil paid 08:00 a.m. on 19 December form ("Nil Paid Rights") and rights to acquire New
2012Shares fully paid ("Fully Paid Rights") commence on the AIM Market of the LSE ("AIM")
Nil Paid Rights credited to stock accounts in CREST as soon as practicable of UK (UK dematerialised Qualifying Shareholders after 08:00 a.m. on 19 only) (1)
December 2012
Nil Paid Rights and Fully Paid Rights enabled in as soon as practicable CREST
after 08:00 on 19 December 2012
Recommended latest time and date for requesting 4.30 p.m. on 7 January withdrawal of Nil Paid Rights and Fully Paid Rights
2013from CREST (i.e. if your Nil Paid Rights and Fully Paid Rights are in CREST and you wish to convert them to certificated form)
Recommended latest time and date for depositing 3.00 p.m. on 8 January renounced provisional allotment letters, nil paid or
2013fully paid, into CREST or for dematerialising Nil Paid Rights or Fully Paid Rights into a CREST stock account (i.e. if your Nil Paid Rights and Fully Paid Rights are represented by a provisional allotment letter and you wish to convert them to uncertificated form) Latest time and date for splitting provisional 3.00 p.m. on 9 Januaryallotment letters, nil or fully paid 2013
Latest time and date for acceptance, payment in full 11:00 a.m. on 11 January and registration of renunciation of provisional
2013allotment letters Results of Rights Offer announced on RIS as soon as practicable after 7.00 a.m. 14 January 2013
Dealings in Rights Shares, fully paid, commence on 08:00 a.m. 14 January 2013 AIM
Rights Shares credited to CREST stock accounts 14 January 2013 Expected date for crediting Excess Shares to CREST 16 January 2013stock accounts Despatch of definitive share certificates for the by no later than 28Rights Shares in certificated form and/or refund January 2013cheques in respect of Excess Shares
Notes:
1. The Rights Offer is subject to certain restrictions relating to
Shareholders with registered addresses in Excluded Territories.
2. References to times in this timetable are to London times.
3. The times and dates set out in the expected timetable of principal events
above may be adjusted by the Company in consultation with its advisers, in
which event details of the new times and dates will be notified to the LSE
and, where appropriate, UK Qualifying Shareholders by way of a simultaneous
RIS and SENS announcement.
23 November 2012Johannesburg
Sole Bookrunner and Lead Corporate Adviser and JSE Transaction Sponsor to the Rights Offer
One Capital
Independent Sponsor to the Rights Offer
Nedbank Capital
SA Attorneys to the Rights Offer
Cliffe Dekker Hofmeyr Inc.
UK Legal Counsel to the Rights Offer
Fasken Martineau LLPEnquiries UK South Africa Pan African Resources Canaccord Genuity Limited - Nomad and Joint Broker
Jan Nelson, Chief Executive Officer
Rob Collins / Peter Stewart / Sebastian +27 (0) 11 243 2900 Jones +44 (0) 20 7523 8350 One Capital finnCap Limited - Joint Broker Sholto Simpson / Megan Young Elizabeth Johnson / Joanna Weaving +27 (0) 11 550 5000 +44 (0) 20 7220 0500 Vestor Investor Relations St James's Corporate Services Limited Louise Brugman Phil Dexter +27 (0) 11 787 3015 +44 (0) 20 7499 3916 Gable Communications Justine James +44 (0) 20 7193 7463 / +44 (0) 7525 324431
For further information on Pan African, please visit the website at www.panafricanresources.com
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