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(Incorporated and registered in Share code on LSE: PAF Share code on JSE: PAN ISIN: GB0004300496 ADR ticker code: PAFRY (‘Pan African’ or the ‘Company’ or the ‘Group’)
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Incorporated in the Registration number: 2012/021237/06 Alpha code: PARI
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Notice of annual general meeting
Notice is hereby given that the 2025 annual general meeting (AGM) of Pan
African will be held at the offices of St James’s
Shareholders are advised that a document (the “AGM Document”), which includes the notice of AGM and the summarised annual financial statements for the year ended
The AGM Document provides information in respect of a capital reduction to 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 related party transactions entered into in order to rectify the situation.
Shareholders are advised that the Company’s Integrated Annual Report, audited annual financial statements for the year ended 30 June 2025 and the AGM Document are available at: https://www.panafricanresources.com/investors/financial-reports/ and https://www.panafricanresources.com/investors/shareholder-announcements/
Background to and reasons for the Capital Reduction
The Company has become aware that the final dividend paid by the Company on
Further details about the requirements of the Act for the payment of dividends and the acquisition of its own shares by a company are set out in the chairman’s letter which is set out in the AGM Document (the “Chairman’s Letter”) and which has been set out in the full 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 AGM Document.
The consequence of payment of the 2024 Dividend and the payment made in respect of the 2025 Buybacks (together 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 (individually or in aggregate) who approved the making of the Relevant Distributions, up to the total aggregate value of approximately
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 proposed cancellation of the full amount standing to the credit of the Company’s share premium account and the cancellation and extinguishing of the shares that were the subject of the 2025 Buybacks (together the “Capital Reduction”) to provide it with the necessary distributable reserves. Three resolutions (together the “Relevant Resolutions”) will be proposed at the AGM in order to implement the Capital Reduction. Further details of the Relevant Resolutions are set out in the Chairman’s Letter.
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 Annual General Meeting, an application will be made to the Court in order to confirm and approve the reduction of capital.
It is anticipated that the initial directions hearing in relation to the Capital Reduction will take place on Friday,
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.
Deeds of Release
Earlier today the Company entered into the following deeds of release, each of which is conditional upon the Capital Reduction becoming effective and the passing of all the Relevant Resolutions:
- a deed of release in favour of shareholders of the Company in receipt of the of Relevant Distributions, in which the Company waived any and all claims which the Company has, or may have, in respect of the payment of the Relevant Distributions against its shareholders and former shareholders who appeared on the register of members on the relevant record dates of each such respective Relevant Distributions or their respective successors in title (the “Recipient Shareholders”);
- a deed of release with Peel Hunt in which the Company waived and released Peel Hunt from any and all claims which the Company has, or may have, in respect of the 2025 Buybacks and Peel Hunt waived and released the Company from any and all claims which Peel Hunt has, or may have, in respect of the 2025 Buybacks; and
- seven deeds of release (i.e. a separate deed with each Director and together the “Directors’ Deeds of Release”) in which the Company waived any and all claims which the Company has, or may have, against the relevant Director or their successors in title at the time of the declaration and/or payment of each respective Relevant Distributions.
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; (b) Peel Hunt; and (c) the Directors, in each case in respect of the Relevant Distributions.
Related Party Transaction
The entry by the Company earlier today into the Directors’ Deeds of Release and consequential waiver of any rights of the Company to make claims against directors in respect of the Relevant Distributions, constitutes a related party transaction pursuant to Rule 8 of the rules published by the
Accordingly, as required by
In addition, the Relevant Resolutions will be approved by the Shareholders who are not interested related parties in respect of the Directors’ Deeds of Release. Accordingly, the Directors have each undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the Relevant Resolutions.
The JSE has resolved not to impose any further JSE Listings Requirements, subject to the Directors not voting on the shareholders’ resolution as it relates to the waiver of claims for directors.
Salient dates relevant to the AGM
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2025 |
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Record date for receipt of this document |
Wednesday, 22 October |
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Publication of the AGM Document |
Tuesday, 28 October |
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Last day to trade on the JSE in order to vote at the Annual General Meeting |
Tuesday, 11 November |
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Last day to trade on the LSE in order to vote at the Annual General Meeting |
Wednesday, 12 November |
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Record date for purposes of voting at the Annual General Meeting |
Friday, 14 November |
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Latest time and date for receipt of Forms of Proxy for the Annual General Meeting |
11.00 ( |
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Annual General Meeting |
11.00 ( |
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Expected date of initial directions hearing of the Court |
Friday, 19 December |
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Expected date of Court Hearing to confirm the Capital Reduction |
2026 Tuesday, 20 January |
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Expected effective date for the Capital Reduction |
Wednesday, 21 January |
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 Annual General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.
3.
References in this document are to
Should you wish to attend the 2025 AGM please advise by e-mail to our Company Secretary - j ane.kirton@corpserv.co.uk Please note that any shareholder who has not advised attendance will still be admitted to the AGM, however, pre-registration will ensure smooth access to the venue.
For further information on Pan African, please visit the Company's website at www.panafricanresources.com
Rosebank
28 October 2025
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Corporate information |
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Corporate Office
2nd Floor, Office 204 Corner Cradock and Biermann Avenues
Rosebank,
Office: + 27 (0)11 243 2900 |
Registered Office 107 Cheapside, 2 nd Floor
Office: + 44 (0)20 3869 0706 |
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Chief Executive Officer
Office: + 27 (0)11 243 2900 |
Financial Director and debt officer
Office: + 27 (0)11 243 2900 |
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Head: Investor Relations
Hethen Hira
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Website: www.panafricanresources.com |
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Company Secretary
St James's Office: + 44 (0)20 3869 0706 |
Joint Broker
Office: +44 (0)20 7418 8900 |
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JSE Sponsor & JSE Debt Sponsor
Office: + 27 (0) 63 482 3802 |
Joint Broker
Office: +44 (0)20 7236 1010 |
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Joint Broker
Joh. Office: +44 (0)20 3207 7800 |
LETTER FROM THE CHAIRMAN OF THE COMPANY
PAN AFRICAN RESOURCES PLC
(incorporated and registered in
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Directors:
Yvonne Themba (Non-executive Director)* * Independent |
Registered office:
107 Cheapside Second Floor
EC2V 6DN |
To Shareholders and, for information only, to option-holders of
Dear Shareholder,
NOTICE OF ANNUAL GENERAL MEETING
and
PROPOSED CAPITAL REDUCTION
and
PROPOSED RECTIFICATION OF RELEVANT DISTRIBUTIONS
and
PROPOSED RELATED PARTY TRANSACTIONS
- Introduction
The Company has discovered that the final dividend paid by the Company on
This document also provides the details of the 2025 Annual General Meeting that will be held at
the offices of St James’s
The purpose of this document is to provide you with information about the Annual General Meeting and the Capital Reduction, the proposed rectification of Relevant Distributions and the related party transactions and to explain why the Board considers the Relevant Resolutions 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 Relevant Resolutions to be proposed at the Annual General Meeting.
The entry by the Company into the Directors’ Deeds of Release will be a related party transaction for the purposes of UKLR 8.1.7R. Shareholders are directed to paragraph 7 below for further information about the related party transactions. The JSE has resolved not to impose any further JSE Listings Requirements, subject to the Directors not voting on the shareholders’ resolution as it relates to the waiver of claims for directors.
Shareholders should note that, unless the Resolutions are approved at the Annual 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 Relevant Resolutions are not all 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 Relevant Resolutions are not all approved, then the Company has a potential right to bring claims against the 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 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.
- Background to, and reasons for, the Capital Reduction
The Act requires that a company must have distributable profits in order to be able to declare and pay a dividend. A company’s distributable profits are determined by reference to its most recent audited accounts. Where a company’s most recent audited accounts do not show that the company has sufficient distributable profits to justify the payment of a dividend then that company may justify the payment of a dividend by reference to accounts (referred to as “interim accounts”) prepared in accordance with section 838 of the Act. In the case of a public limited company, those interim accounts must be delivered to the Registrar of Companies.
The Board was aware that the Company would not have sufficient distributable profits as at
On
In
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.
It has come to the attention of the Company that, although the 2024 Interim Accounts were posted to the Registrar of Companies, the 2024 Interim Accounts were not received by the Registrar of Companies. The fact that the Registrar of Companies did not receive the 2024 Interim Accounts constitutes a procedural breach of 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
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 confirm the reduction or cancellation.
Similarly, the Court has power to confirm the extinction and cancellation of the shares that were the subject of the 2025 Buybacks. If the shares that were the subject of the 2025 Buybacks had been acquired in accordance with the Act, the shares would have been cancelled and the nominal value of the shares so cancelled transferred to the credit of the Company’s capital redemption reserve.
Both the cancellation of the Share Premium Account and the extinction and cancellation of the shares that were the subject of the 2025 Buybacks will comprise the “Capital Reduction” that shareholders will be asked to approve and the Court asked to confirm.
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 paragraph 2 above.
- Payment of Relevant Distributions
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 (individually or in aggregate) who approved the making of the Relevant Distributions, up to the total aggregate value of approximately
The Company has entered into the Shareholders’ Deed of Release and seven Directors’ Deeds of Release (i.e. a separate deed with each Director). 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 Directors, in each case in respect of the Relevant Distributions.
In addition, the Company has entered into the Peel
The entry by the Company into the Directors’ Deeds of Release constituted a related party transaction (as defined in the UKLR). This is because each of the Directors is deemed to be a related party under the UKLR and they will be released from any liability to repay any amounts of the Relevant Distributions pursuant to the Directors’ Deeds of Release (as applicable). Paragraph (v) of the Consequential and Releasing Resolution will seek the specific approval of the Company’s shareholders for the entry into the Directors’ Deed of Release.
- 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 Annual 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,
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.
- Annual General Meeting and the Relevant Resolutions
The Notice of Annual General Meeting is set out in Part IV of this document.
The Annual General Meeting will take place at the offices of St James’s
The first Relevant Resolution (the “Dividend Approval Resolution”) will be to approve the appropriation to the year ended
The second Relevant Resolution (the “Reduction Approval Resolution”) will have two limbs to it, both of which are subject to confirmation of the Court (with such confirmation being at the Court’s discretion) and are summarised below:
- the first limb is to approve the cancellation of the Company’s share premium account (the “Capital Reduction”); and
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the second limb, is to reduce the share capital of the Company by cancelling and extinguishing the 2,003,735 Ordinary Shares repurchased for and on behalf of the Company between 1 and
9 July 2025 (the “Cancellation Shares”), for a total consideration of £958,169.
The third Relevant Resolution (the “Consequential and Releasing Resolution”) will have five limbs to it, each of which are subject to the passing of the Reduction Approval Resolution and the confirmation of the Court (with such confirmation being at the Court’s discretion) and are summarised below:
- the first limb is confirm that, so far as possible, any amount released by such reductions of capital be credited to the distributable profits of the Company and all necessary sums thereafter be attributed from such distributable profits to the payment of the 2024 Dividend and to the payment of the purchase proceeds paid in respect of the 2025 Buybacks;
- the second limb is to confirmed that the amount equivalent to the nominal value of the Cancellation Shares purportedly purchased pursuant to the 2025 Buybacks from the Company’s share capital be transferred to the credit of the Company’s capital redemption reserve;
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the third limb 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 Company’s entry on
28 October 2025 into a deed of release in respect of such matters;
-
the fourth limb is to approve the release and waiver by the Company of any claims which it has or may have against Peel Hunt in respect of the 2025 Buybacks (and the reciprocal release and waiver by Peel Hunt of any claims which Peel Hunt has or may have against the Company) in respect of the 2025 Buybacks and to ratify and authorise the Company’s entry on
28 October 2025 into a deed of release in respect of such matters; and
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the fifth limb is to approve the release and waiver of all claims which the Company may have in respect of the Relevant Distributions against the directors (and their personal representatives and successors in title) at the time of declaration and payment of each of the Relevant Distributions and to ratify and authorise the Company’s entry on
28 October 2025 into separate deeds of release with each of the Directors in respect of such matters.
The Relevant Resolutions (being special resolutions) will be passed if 75% or more of the votes cast (in person or by proxy) at the Annual General Meeting are in favour of the Relevant Resolutions.
- The effect of the Relevant Resolutions and the Capital Reduction
The Company has been advised that the approach the Company is proposing by way of the Relevant Resolutions is consistent with the approach taken by other
The Relevant Resolutions, the full text of which are set out in the Notice of Annual General Meeting, are to be proposed as special resolutions and, if passed, will, in conjunction with the relevant deeds of release, put all potentially affected parties in the position, so far as possible, in which they were always intended to be had the 2024 Dividend been made in accordance with all of the procedural requirements of the Act and as if the 2025 Buybacks had been made in accordance with all of the procedural requirements of the Act.
The proposed authorisation of the appropriation of the Company’s distributable profits to the payment of the Relevant Distributions and the entry by the Company into the Shareholders’ Deed of Release, will not have any effect on the Company’s financial position. This is because the aggregate amount of the Relevant Distributions is equal to, and offset by, the release of each Recipient Shareholder from their liability to repay the amount already paid to them in respect of their respective Relevant Distributions, and the Company will not be required to make any further payments to shareholders in respect of the Relevant Distributions.
The entry by the Company into the Directors’ Deeds of Release does not have any impact on the Company’s financial position as the Company has not recorded or disclosed its right to potentially make claims against the Directors in respect of the Relevant Distributions as an asset or contingent asset of the Company.
- Related Party Transactions with the Directors
The entry by the Company on
In addition, the Relevant Resolutions will be approved by the Shareholders who are not interested related parties in respect of the Directors’ Deeds of Release. Accordingly, the Directors have each undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the Relevant Resolutions.
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Taxation position of
UK shareholders
The following comments are intended as a general guide only and relate only to certain
Any Shareholder who has any doubt about their own taxation position, or who is subject to taxation in any jurisdiction other than the
The Capital Reduction
The Capital Reduction should not have any consequences for
No stamp duty or stamp duty reserve tax will be payable on the Reduction of Capital.
- Action to be taken in respect of the Annual 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 115 to 116 of this document. Details of how to complete, or request an additional, hard copy Form of Proxy are set out on pages 119 to 121 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
11.00
a.m. (
The completion and return of the Form of Proxy will not prevent you from attending and voting at the Annual 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 Annual General Meeting that voting on the Relevant Resolutions will be conducted by poll vote rather than by a show of hands and the relevant procedures will be explained at the Annual General Meeting.
If the Relevant Resolutions are not all passed, the Company may continue to have claims against the Directors and Recipient Shareholders.
- Questions
If you wish to ask a question relating to the business of the Annual 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.
- Recommendation
The Board considers the Relevant Resolutions 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 Relevant Resolutions to be proposed at the Annual General Meeting.
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 Relevant Resolutions. The aggregate shareholdings of the Directors are 9,475,854 Ordinary Shares representing approximately 0.41% of the Ordinary Shares in issue at the date of this document.
Yours faithfully
Non-executive Chairman