REG-Pan African Resources Plc: Proposed Capital Reduction and Notice of General Meeting
24/05/2024 08:15
Pan African Resources PLC (Incorporated and registered in England and Wales under the 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” or the “Group”) Pan African Resources Funding Company Limited Incorporated in the Republic of South Africa with limited liability Registration number: 2012/021237/06 Alpha code: PARI
PROPOSED CAPITAL REDUCTION AND NOTICE OF GENERAL MEETING
Notice of general meeting
Notice is hereby given that a General Meeting of Shareholders (General
Meeting) will be held at the offices of Fladgate LLP, 16 Great Queen Street,
London WC2B 5DG on Monday, 10 June 2024 at 10:00 (all references to time in
this notice is United Kingdom time, unless otherwise stated).
Shareholders are advised that the notice of General Meeting and circular will
be distributed to shareholders on Friday, 24 May 2024.
The circular provides information, in respect of a capital reduction to enable
the Company to pay future dividends, address the payment of certain past
distributions by the Company by way of dividends, and in respect of certain
share buy backs as well as the resultant related party transactions. The
Company now understands that these past distributions have apparently been
paid otherwise than in accordance with the Companies Act 2006. A copy of the
notice of General Meeting and circular are also available at:
https://www.panafricanresources.com/investors/shareholder-announcements/
The chairman’s letter has been extracted from the circular and is set out at
the end of this announcement. The defined terms used in the chairman’s
letter shall have the same meaning as set out in the circular.
Salient dates relevant to the General Meeting
Record date for receipt of the Circular Tuesday, 21 May 2024
Last day to trade on the JSE in order to vote at the General Meeting Monday, 3 June 2024
Last day to trade on the LSE in order to vote at the General Meeting Tuesday, 4 June 2024
Record date for purposes of voting at the General Meeting Thursday, 6 June 2024
Latest time and date for receipt of Forms of Proxy for the General Meeting 10.00 (London time) a.m. on Thursday, 6 June 2024
General Meeting 10.00 (London time) a.m. on Monday, 10 June 2024
Expected date of initial directions hearing of the Court Friday, 21 June 2024
Expected date of Court Hearing to confirm the Capital Reduction Tuesday, 2 July 2024
Expected effective date for the Capital Reduction Wednesday, 3 July 2024
Notes
1. The expected dates for the confirmation of the Capital Reduction by the
Court and the Capital Reduction becoming effective are based on provisional
dates that have been obtained for the required Court hearings of the
Company’s application. These provisional hearing dates are subject to change
and dependent on the Court’s timetable.
2. The timetable assumes that there is no adjournment of the General Meeting.
If there is an adjournment, all subsequent dates are likely to be adjusted
accordingly.
Johannesburg
24 May 2024
For further information on Pan African, please visit the Company's website at:
www.panafricanresources.com
Corporate information
Corporate office The Firs Building 2nd Floor, Office 204 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 info@paf.co.za Registered office 2 nd Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0)20 7796 8644 info@paf.co.za
Chief executive officer Cobus Loots Office: + 27 (0)11 243 2900 Financial director and debt officer Deon Louw Office: + 27 (0)11 243 2900
Head: Investor relations Hethen Hira Website: www.panafricanresources.com
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company secretary Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 7796 8644 Nominated adviser and joint broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: +44 (0)20 7418 8900
JSE Sponsor and JSE debt sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0) 11 011 9200 (https://www.google.co.za/search?q=questco&rlz=1C1EJFC_enZA816ZA818&oq=questco&aqs=chrome..69i57j0l5.1159j0j4&sourceid=chrome&ie=UTF-8) Joint broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: +44 (0)20 7236 1010
Joint broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG Office: +44 (0)20 3207 7800
The chairman’s letter (which is dated 24 May 2024) extracted from the
circular reads as follows:
“Dear Shareholder,
PROPOSED CAPITAL REDUCTION
and
PROPOSED RECTIFICATION OF RELEVANT DIVIDENDS
and
RELATED PARTY TRANSACTIONS
and
NOTICE OF GENERAL MEETING
1. Introduction
I am writing to provide you with details of a proposal to maintain the
Company’s ability to return value to Shareholders in the future by way of
dividends and to address the payment of certain past distributions made by the
Company by way of dividend and payments in respect of certain share buy backs,
that have now understood to have been paid otherwise than in accordance with
the Companies Act 2006.
This document also provides the details of a General Meeting that will be held
at the offices of Fladgate LLP at 16 Great Queen Street, London WC2B 5DG at
10.00 a.m. (London time) on Monday, 10 June 2024 to consider the Resolution
that will be put to Shareholders for approval.
The purpose of this document is to provide you with information about the
Capital Reduction, the proposed rectification of Relevant Distributions and
the related party transactions and to explain why the Board considers the
Resolution to be in the best interests of the Company and its Shareholders as
a whole and unanimously recommends that you vote in favour of the Resolution
to be proposed at the General Meeting.
Given the interests of the Board in the Directors’ Deed of Release (and
therefore the Resolution), and as required by the AIM Rules, the Board are not
considered to be independent in relation to the Directors’ Deed of Release
or the Resolution and the Board therefore cannot provide the opinion required
by Rule 13 of the AIM Rules as to the fairness and reasonableness of the
Directors’ Deed of Release and the Resolution. Accordingly, Peel Hunt (as
the nominated adviser of the Company) has confirmed that the Directors’ Deed
of Release and the Resolution are fair and reasonable insofar as the
Shareholders are concerned and recommends that Shareholders vote in favour of
the Resolution.
For the avoidance of doubt, the Proposals do not constitute a related party
transaction in accordance with the JSE Listings Requirements.
Shareholders should note that, unless the Resolution is approved at the
General Meeting and the Court subsequently confirms the Capital Reduction:
A) the Capital Reduction will not take effect; and
B) the declaration and making of distributions otherwise than in accordance
with the Act will not be rectified.
If the Resolution is not approved, then the Company will retain a potential
right to make claims against the Recipient Shareholders for recovery of the
payment of the Relevant Distributions. There is no certainty that judgment
would be successfully obtained by the Company against the Recipient
Shareholders or that any amount could be recovered if the Company sought to
pursue these potential claims.
If the Resolution is not approved, then the Company has a potential right to
bring claims against the Relevant Directors in relation to the payment of the
Relevant Distributions. There is no certainty that judgment would be
successfully obtained by the Company against the Relevant Directors or that
any amount could be recovered if the Company sought to pursue these potential
claims.
Part II of this document contains definitions of words and terms that have
been used throughout it. Please refer to Part II as you review this document.
1. Background to, and reasons for, the Capital Reduction
The Group is an African-focused gold producer with a production capacity in
excess of 200,000 ounces of gold per annum. It owns and operates a portfolio
of high-quality, low-cost operations and projects, which are located in South
Africa. Accordingly, all of the Group’s revenue arises from trading in South
Africa, and so the day to day accounting of the Company and the Group is
recorded in ZAR. In other words, the Functional Currency of the Company and
the Group is ZAR. The trading of the Group in the years ended 30 June 2019,
2020, 2021, 2022 and 2023 were profitable in ZAR terms.
The Board considers the Group to be mid-tier gold producer. The Presentation
Currency of other similar gold-producing groups is US$ and so, in order to
ensure that the Group can easily be compared to those other similar
gold-producing groups, US$ was chosen to be the Presentation Currency of the
Company and the Group. The first audited accounts of the Company and the Group
where the Presentation Currency was US$ was the audited accounts for the year
ended 30 June 2019.
The Act requires that a public limited company must satisfy certain criteria
in order to be able to declare and pay a dividend. Not only must a public
limited company have distributable profits, but the Act also provides that a
public limited company may only pay a dividend if it can satisfy the Net
Assets Test. The Company paid the dividends set out in paragraph 3 below in
respect of the years ended 30 June 2019, 2020, 2021, 2022 and 2023. Those
dividends amount, in aggregate, to US$93,384,863 (the “Relevant
Dividends”).
A company may only acquire its own shares when the purchase price for such
acquisition is paid out of profits available for distribution (as determined
in accordance with the Act) or out of the proceeds of a fresh issue of shares
for that purpose. The determination of the level of distributable profits for
the purchase of an own share acquisition engages the same principles as
dividends, including a need to satisfy the Net Assets Test. With the Buy
Backs, the Company acquired its own shares in the period 1 April and 9 May
2022. Insofar as there were not profits available for distribution, the
payments made for those shares would be characterised as distributions made by
the Company to the benefit of those shareholders. The total sums paid out by
the Company in respect of the Buy Backs were ZAR 50.3 million. Further details
of the Buy Backs are set out in paragraph 4 of Part IV of this document.
It has come to the attention of the Company that the Technical Release
clarifies that the Net Assets Test is required to be performed on the
Presentation Currency amounts (not the Functional Currency amounts). Since
2019, when the presentation currency was changed to the US Dollar, the Rand
has depreciated by 34% over the five years ending 30 June 2023. The
translation of the Company’s accounts from the Functional Currency to the
Presentation Currency resulted in the Foreign Currency Translation Reserve
which, as at 30 June 2023 stood at US$171,045,970 and exceeded the Company’s
retained income of US$ 47,238,936. It has also come to the attention of the
Company that the Foreign Currency Translation Reserve does not form part of
the Company’s undistributable reserves, despite it being unrealised in
nature, and so cannot be included as undistributable reserves when carrying
out the Net Assets Test. As explained in paragraph 1.3 of Part IV of this
document, the Company should not have made the Relevant Distributions because
doing so breached the Net Assets Test, as interpreted by the Technical
Release, and so the Relevant Distributions were not in accordance with the
Act.
Under the Act, a company may, with the sanction of a special resolution passed
by its shareholders and confirmation of the Court, reduce or cancel its share
capital, share premium account, and other reserves. It may then apply the sums
resulting from such reduction to its distributable reserves. These sums may
then be treated as distributable for the purposes of making future returns to
Shareholders.
The Company has at 30 June 2023, a Share Premium Account standing to the
credit of US$235,063,183
The Act requires that if a company issues shares at a premium to the nominal
value of those shares for cash or otherwise, a sum equal to the aggregate
amount or value of the premiums must be transferred to the company’s share
premium account. A share premium account can only be used in very limited
circumstances. The Company intends to reduce the Share Premium Account in
full.
The Share Premium Account is a statutory reserve in respect of which the Court
has the power to sanction the reduction or cancellation.
The Capital Reduction, if approved, will provide the Company with the
flexibility to continue with its existing progressive dividend policy and will
allow the rectification of the Relevant Distributions which have been paid
otherwise than in accordance with the Act as described in paragraphs 3 and 4
of Part IV of this document.
1.
Payment of Relevant Distributiona
Details of the Relevant Dividends are set out below:
Date and type of dividend payment (interim or final) Amount per Amount per Amount per Exchange rate used to convert into US$ Total aggregate amount
Ordinary Share in ZAR Ordinary Share in pence Ordinary Share in US cents of dividend paid in US$
Final dividend in respect of the year ended 30 June 2019 – paid on 30 December 2019 ZAR 0.0223745 0.11725 pence 0.15179 US cents £1 = ZAR 19.0825 US$1 = ZAR 14.74 US$3,399,049
Final dividend in respect of the year ended 30 June 2020 – paid on 15 December 2020 ZAR 0.14 0.68857 pence 0.92105 US cents £1 = ZAR 20.3320 US$1 = ZAR 15.20 US$20,606,644
Final dividend in respect of the year ended 30 June 2021 – paid on 14 December 2021 ZAR 0.18 0.84954 pence 1.13924 cents £1 = ZAR 21.1880 US$1 = ZAR 15.80 US$24,984,084
Final dividend in respect of the year ended 30 June 2022 – paid on 13 December 2022 ZAR 0.18 0.86915 pence 1.05820 US cents £1 = ZAR 20.71 US$1 = ZAR 17.01 US$23,168,220
Final dividend in respect of the year ended 30 June 2023 – paid on 12 December 2023 ZAR 0.18 0.76239 pence 0.95491 US cents £1 = ZAR 23.61 US$1 = ZAR 18.85 US$21,226,866
Total aggregate value US$93,384,863
Part IV of this document sets out details of how the Relevant Dividends were
paid otherwise than in accordance with the Act as well as the proposals for
rectification.
Between 1 April and 9 May 2022, the Company repurchased (by making several
purchases during the period) in aggregate 11,825,491 Ordinary Shares for a
total consideration of ZAR 50.3 million (which was, at the time, equivalent to
approximately £2.55 million and US$ 3.222 million.
The consequence of the Relevant Distributions being made otherwise than in
accordance with the Act is that the Company may have a claim against all
shareholders (former or present) who received any such distribution (up to the
maximum value of cumulative distributions received by each shareholder from
the Relevant Distributions) as well as a claim against all Directors (former
or present, individually or in aggregate) who approved the making of the
Relevant Distributions, up to the total aggregate value of US$93,384,863 in
respect of the Relevant Dividends and in respect of US$ 3.222 million
(equivalent to approximately £2.55 million) in respect of the Buy Backs.
The Company has entered into the Shareholders’ Deed of Release and the
Directors’ Deed of Release. The consequence of the entry into these deeds by
the Company is that the Company will be unable to make any claims against: (a)
the Recipient Shareholders; and (b) the Relevant Directors, in each case in
respect of the Relevant Distributions.
In addition, the Company has entered into the Peel Hunt Deed of Release with
Peel Hunt and the RMB Morgan Stanley Deed of Release with RMB Morgan Stanley.
Under the Peel Hunt Deed of Release, which is conditional upon the Capital
Reduction becoming effective and the passing of the Resolution, the Company
waived and released Peel Hunt from any and all claims which the Company has,
or may have, in respect of the UK Buy Back and Peel Hunt waived and released
the Company from any and all claims which Peel Hunt has, or may have, in
respect of the UK Buy Back. Under the RMB Morgan Stanley Deed of Release,
which is conditional upon the Capital Reduction becoming effective and the
passing of the Resolution, pursuant to which the Company waived and released
RMB Morgan Stanley from any and all claims which the Company has, or may have,
in respect of the SA Buy Back and RMB Morgan Stanley waived and released the
Company from any and all claims which RMB Morgan Stanley has, or may have, in
respect of the SA Buy Back For further details please see paragraph 4 of Part
IV of this document.
The entry by the Company into the Directors’ Deed of Release constituted a
related party transaction (as defined in the AIM Rules). This is because each
of the Relevant Directors (comprising persons who are, or were within the last
12 months, directors of the Company) is deemed to be a related party under the
AIM Rules and they will be released from any liability to repay any amounts of
the Relevant Distributions pursuant to the Directors’ Deed of Release (as
applicable). Paragraph (e) of the Resolution will seek the specific approval
of the Company’s shareholders for the entry into the Directors’ Deed of
Release.
1. Ensuring the Company complies with the Net Assets Test in the future
The technical issues identified in paragraph 3 above and Part IV of this
document in respect of the Relevant Distributions are of a historical nature
and there is no change in the Company’s financial position or its net asset
value as a consequence.
The Company is considering a number of accounting approaches/strategies to
ensure adequate distributable income (and the ability of the Company to comply
with the Net Assets Test) in the future Accordingly, we do not believe any
further remedial action is required. For avoidance of doubt, the Company
continues to deem its procedures, systems and controls to be sufficient to
enable it to comply with its obligations under the AIM Rules, disclosure
requirements, transparency rules and corporate governance rules, as well as
its requirement to make timely and accurate disclosure to the market.
1. The Capital Reduction
As a result of the Company’s stated desire to continue with its existing
progressive dividend policy, and in order to rectify the Relevant
Distributions made otherwise than in accordance with the Act, the Company must
undertake the Capital Reduction to provide it with the necessary distributable
reserves.
In addition to the approval by Shareholders of the cancellation of the share
premium account, the reduction of capital requires the approval of the Court.
Accordingly, following the General Meeting, an application will be made to the
Court in order to confirm and approve the reduction of capital.
In providing its approval of the Capital Reduction, the Court may require
measures to be put in place for the protection of creditors (including
contingent creditors) of the Company whose debts remain outstanding on the
relevant date, except in the case of creditors who have consented to the
Capital Reduction. Shareholders should note that (although the Group has debt
and creditors) the Company itself (which will be the entity considered by the
Court) has no senior debt and only minor creditors for service providers to
the Company are expected. Such creditor protection measures may include
seeking the consent of the Company’s creditors to the Capital Reduction or
the provision by the Company to the Court of an undertaking to deposit a sum
of money into a blocked account created for the purpose of discharging the
non-consenting creditors of the Company or an undertaking to treat as
undistributable for the time being certain sums representing the realisation
of “hidden value” in the balance sheet as at the Effective Date.
It is anticipated that the initial directions hearing in relation to the
Capital Reduction will take place on Friday, 21 June 2024, with the final
Court Hearing taking place on Tuesday, 2 July 2024 and the Capital Reduction
becoming effective on the following day, following the necessary registration
of the Court Order at Companies House.
There will be no change in the number of Ordinary Shares in issue (or their
nominal value) following the implementation of the Capital Reduction and no
new share certificates will be issued as a result of the Capital Reduction.
The Capital Reduction itself will not involve any distribution or repayment of
capital or share premium by the Company and will not reduce the underlying net
assets of the Company. The distributable reserves arising on the Capital
Reduction will, subject to the discharge of any undertakings required by the
Court as explained above, support the Company’s ability to pay dividends
should circumstances in the future make it desirable to do so and the
appropriation of profits to ratify relevant accounting entries.
Shareholders should note that if, for any reason, the Court declines to
approve the Capital Reduction, the Capital Reduction will not take place. The
Board reserves the right to abandon or to discontinue (in whole or in part)
the application to the Court in the event that the Board considers that the
terms on which the Capital Reduction would be (or would be likely to be)
confirmed by the Court would not be in the best interests of the Company
and/or its Shareholders as a whole. The Board has undertaken a thorough and
extensive review of the Company’s liabilities (including contingent
liabilities) and considers that the Company will be able to satisfy the Court
that there is no real likelihood that any creditor of the Company would be
prejudiced by the Capital Reduction.
1. General Meeting and Resolution
The Notice of General Meeting is set out in Part V of this document.
The General Meeting will take place at the offices of Fladgate LLP at 16 Great
Queen Street, London WC2B 5DG at 10.00 a.m. (London time) on Monday, 10 June
2024. At the General Meeting, the Resolution set out in Part V of this
document will be proposed to Shareholders.
The Resolution, which will be proposed as a special resolution, has five
elements to it, each of which are summarised below:
* the first element is to approve, subject to confirmation of the Court, the
cancellation of the Share Premium Account.
* the second element is, subject to the Capital Reduction becoming
effective, to approve that distributable profits of the Company be
appropriated to the relevant accounting periods during which the Relevant
Distributions were declared and paid.
* the third element is to approve the release and waiver by the Company of
any claims which it has or may have against either of the Brokers in respect
of the Buy Backs (and the reciprocal release and waiver by each of the Brokers
of any claims which either of them have or may have against the Company) in
respect of the Buy Backs and to ratify and authorise the entry into the
Brokers’ Deeds of Release by the Company .
* the fourth element is to approve the release and waiver of all claims which
the Company may have in respect of the Relevant Distributions against previous
and current shareholders and their successors in title and to ratify and
authorise the entry into the Shareholders’ Deed of Release by the Company.
* the fifth element is to approve the release and waiver of all claims which
the Company may have in respect of the Relevant Distributions against the
directors (current and former and their personal representatives and
successors in title) at the time of declaration and payment of each respective
Relevant Distributions and to ratify and authorise the entry into the
Directors’ Deed of Release by the Company.
The Resolution (being a special resolution) will be passed if 75% or more of
the votes cast (in person or by proxy) at the General Meeting are in favour of
the Resolution.
1. Related Party Transactions
Given the interests of each of the Directors in the Resolution it is not
appropriate for the Board to provide a recommendation in this instance.
In lieu of any independent directors’ recommendation in relation to the
Resolution, in order to provide a statement as to what is fair and reasonable,
and specifically due to all Directors being statutory directors at the time
the Relevant Distributions were proposed and paid, Peel Hunt, in its capacity
as Nominated Adviser to the Company for the purposes of the AIM Rules,
considers that the Resolution (and specifically the entry by the Company into
the Shareholders’ Deed of Release and the Directors’ Deed of Release) are
fair and reasonable insofar as the shareholders of the Company are concerned.
1. Taxation position of UK shareholders
The following comments are intended as a general guide only and relate only to
certain UK tax consequences of the Reduction of Capital. The comments are
based on current legislation and HM Revenue & Customs published practice, both
of which are subject to change, possibly with retrospective effect. These
comments deal only with Shareholders who are resident for taxation purposes in
the UK, who are the absolute beneficial owners of the Ordinary Shares and who
hold them as an investment and not in a trading account (“UK
Shareholders”). They do not deal with the position of certain classes of
Shareholders, such as dealers in securities, insurance companies, collective
investment schemes or persons regarded as having obtained their Ordinary
Shares by reason of employment.
Any Shareholder who has any doubt about their own taxation position, or who is
subject to taxation in any jurisdiction other than the UK should consult their
own professional taxation advisor immediately.
The Share Premium Reduction
The Share Premium Reduction should not have any consequences for UK
Shareholders for the purposes of UK taxation of chargeable gains (“CGT”),
UK income tax or UK corporation tax.
UK stamp duty and stamp duty reserve tax
No stamp duty or stamp duty reserve tax will be payable on the Reduction of
Capital.
1. Action to be taken in respect of the General Meeting
Shareholders can appoint a proxy electronically using the link
www.signalshares.com – Details of how to appoint a proxy in this way are set
out on pages 20 to 23 of this document. Details of how to complete, or request
an additional, hard copy Form of Proxy are set out on pages 20 to 23 of this
document. To be valid, a Form of Proxy must be returned as soon as possible
and so as to be received by the Registrars by not later than 10.00 a.m.
(London time) on Thursday, 6 June 2024.
The completion and return of the Form of Proxy will not prevent you from
attending and voting at the General Meeting in person.
In accordance with current best practice and to ensure voting accurately
reflects the views of Shareholders, it will be proposed at the General Meeting
that voting on the Resolution will be conducted by poll vote rather than by a
show of hands and the relevant procedures will be explained at the General
Meeting.
If the Resolution is not passed, the Company may continue to have claims
against the Relevant Directors and Recipient Shareholders.
1. Questions
If you wish to ask a question relating to the business of the General Meeting
in advance, please submit your questions to info@paf.co.za. or
jane.kirton@corpserv.co.uk, please include in your email: the shareholder’s
full name, number of shares held and telephone contact details.
1. Recommendation
The Board consider the Resolution to be in the best interests of the Company
and its Shareholders as a whole and the Board unanimously recommend that you
vote in favour of the Resolution to be proposed at the General Meeting.
Given the interests of the Board in the Directors’ Deed of Release (and
therefore the Resolution), and as required by the AIM Rules, the Board are not
considered to be independent in relation to the Directors’ Deed of Release
or the Resolution and the Board therefore cannot provide the opinion required
by Rule 13 of the AIM Rules as to the fairness and reasonableness of the
Directors’ Deed of Release and the Resolution. Accordingly, Peel Hunt (as
the nominated adviser of the Company) has confirmed that the Directors’ Deed
of Release and the Resolution is fair and reasonable insofar as the
Shareholders are concerned and recommends that Shareholders vote in favour of
the Resolution.
In addition, the Directors have each undertaken to abstain, and to take all
reasonable steps to ensure that their respective associates abstain, from
voting on the Resolution. The aggregate shareholdings of the Directors are
14,488,695 Ordinary Shares representing approximately 0.76% of the Ordinary
Shares in issue at the date of this document.
Yours faithfully
Keith Spencer
Non-executive Chairman”
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