30 Jun - 6 min read

Restructure of Long-term Incentive Schemes

Restructure of Long-term Incentive Schemes

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 referred to the announcement of 17 September 2020, where certain of the group's long-term
incentive schemes were restructured with the intent of simplifying and consolidating these schemes and improving
their retention capability.

Pursuant to this restructuring, shareholders are notified in accordance with paragraph 3.63 of the JSE Listings
Requirements that on 25 June 2021, 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 tables in paragraph 3 below) (“Affected
Participants”) have agreed to relinquish the share options issued to them on 1 July 2019 (“PARSMSS 1st issue”) and 1
July 2020 (“PARSMSS 2nd issue”) under the Pan African Senior Management Share Scheme (“PARSMSS”).

In lieu of the relinquishment set out above, restricted class C ordinary shares (“Class C-Shares”) and class D ordinary
shares (“Class D-Shares”) of no par value in the share capital of PAR Gold Proprietary Limited (“PAR Gold”), will be
issued to the Affected Participants respectively in terms of a newly-established Pan African C Executive Incentive
Scheme (“C-Share Scheme”) and Pan African D Executive Incentive Scheme (“D-Share Scheme”).


2.  Overview of the C-Share and D-Share Scheme’s and key terms of the Class C and D-Shares

Pan African owns 49.9% of the issued share capital of PAR Gold.

The Class C and D-Shares are being created to facilitate the C-Share and D-Share Schemes. A summary of the rights
and preferences of these schemes are provided below:

    -   the Class C and D-Shares do not confer any right to the holders of the Class C and D-Shares (“Class C and D-
        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 C and D-Shares;
    -   each issued Class C-Share and Class D-Share will entitle a Class C-Shareholder and Class D-Shareholder the
        right to receive distributions, in priority to the PAR Gold ordinary shares, equal to the 90-day volume weighted
        average price of a Pan African ordinary share on the JSE measured on vesting date which is three years from
        grant date (“Distribution Amount”);
    -   the Class C Shares and Class D Shares will be repurchased by PAR Gold in accordance with the rules of the C-
        Share Scheme ("C-Share Scheme Rules") and D-Share Scheme (“D-Share Scheme Rules”) by exercising certain
        put and call options granted for an amount equal to the higher of a) R0.0001 per Class C-Share and R0.0001
        per Class D-Share or b) a shortfall in any Distribution Amount owing to a Class C-Shareholder or Class D-
        Shareholder in accordance with the C-Share Scheme Rules and D-Share Scheme Rules;
    -   the Class C and Class D-Shareholders may not transfer or encumber their Class C-Shares or Class D-Shares
        other than in accordance with the provisions of the C-Share Scheme Rules or D-Share Scheme Rules or with
        the prior written approval of the Board; and
    -   The Class C and D-Shares will rank pari-passu with class B shares in PAR Gold, as detailed in the company’s
        announcement on 17 September 2020.


3.  Directors and prescribed officers’ dealings

The details of the dealings are set out below:

Class C-Shares allocated:
                                     Number of           Number of Class C-
     Name of director/          Relinquished Options   Shares* to be allocated
     prescribed officer            under PARSMSS            in lieu of the
                                 (PARSMSS 1st issue)    Relinquished Options
 Cobus Loots                          4,667,768               4,434,380
 Deon Louw                            3,826,998               3,635,648
 Bert van den Berg                    1,244,444               1,182,222
 Jonathan Irons                       1,055,440               1,002,668
 Barry Naicker                         970,686                 922,152
 Niel Symington                        927,607                 881,227
 Lyle Pienaar                          596,368                 566,550
 Mthandazo Dlamini                     576,261                 547,448
 Hendrik Pretorius                     541,150                 514,093
 Total                              14,406,722               13,686,388
* Vesting date – 30 June 2022


Class D-Shares allocated:
                                     Number of           Number of Class D-
     Name of director/          Relinquished Options   Shares* to be allocated
     prescribed officer            under PARSMSS            in lieu of the
                                 (PARSMSS 2nd issue)    Relinquished Options
 Cobus Loots                          2,998,480               2,848,556
 Deon Louw                            2,458,387               2,335,468
 Bert van den Berg                     799,406                 759,436
 Jonathan Irons                        677,993                 644,093
 Barry Naicker                         623,549                 592,372
 Niel Symington                        595,876                 566,082
 Marileen Kok                          487,138                 462,781
 Lyle Pienaar                          383,095                 363,940
 Mthandazo Dlamini                     376,225                 357,414
 Hendrik Pretorius                     442,165                 420,057
 Itumeleng Phoshoko                    336,430                 319,609
 Total                              10,178,744               9,669,808
* Vesting date – 30 June 2023

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 the Class C-Shares and Class D-Shares. The Class C-Shares and Class D-
Shares were acquired at a nominal value to the aforementioned executive directors and prescribed officers, and the
amounts to which holders of the Class C-Shares and Class D-Shares are entitled to will depend on movements in the
Pan African share price and vesting criteria attached to each class of share at their respective vesting dates.

All the above trades are considered to be off-market trades in terms of the JSE Listings Requirements. Clearance to
deal was obtained in terms of paragraph 3.66 of the JSE Listings Requirements.


4.  Related Party Transaction

The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon Louw constitutes a related party
transaction under the JSE Listings Requirements.

Notwithstanding the fact that directors are related parties in terms of the JSE Listings Requirements, agreements with
directors pursuant to share incentive schemes are exempt from related party requirements under paragraph
10.6(c)(iii) of the JSE Listings Requirements.

The issuance of the Class C-Shares and Class D-Shares to Cobus Loots and Deon Louw also 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

30 June 2021
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 2900                         Office: +27 (0)11 243 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/Nick Macann

  Questco Corporate Advisory Proprietary Limited     BMO Capital Markets Limited

  JSE Sponsor                                        Joint Broker

  Office: +27 (0)11 011 9200                         Office: +44 (0)20 7236 1010

  Hethen Hira                                        Sholto Simpson
  Pan African Resources PLC                          Vestra Advisory Proprietary Limited

  Head: Investor Relations                           Corporate Advisor

  Tel: +27 (0)11 243 2900                            Office: +27 (82) 449 1355

  E-mail: hhira@paf.co.za




  Website: www.panafricanresources.com

Date: 30-06-2021 07:57:00
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