| Fri 26 Jun 2009, 7:05 | | PAN - Pan African - Metorex Limited (Metorex) Disposes Of Stake In Pan |
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PAN
PAN
PAN - Pan African - Metorex Limited ("Metorex") Disposes Of Stake In Pan
African
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
("Pan African" or the "Company")
METOREX LIMITED ("METOREX") DISPOSES OF STAKE IN PAN AFRICAN
1. INTRODUCTION
Pan African has been informed that its controlling shareholder, Metorex,
has been engaged in a bookbuilding exercise in order to dispose of its
approximately 53.4% shareholding in Pan African ("the Metorex
Bookbuild"). The results of the Metorex Bookbuild were announced by
Metorex on Securities Exchange News Services ("SENS") earlier today and
notified in writing to the Company.
The Metorex Bookbuild was conducted exclusively in regard to the shares
held by Metorex in Pan African and did not involve the issue of or
subscription for any new Pan African shares. The Metorex Bookbuild is
expected to significantly increase the liquidity of trading in Pan
African shares as a consequence of the introduction of more institutional
and retail shareholders to Pan African and the removal of Metorex as the
controlling shareholder of Pan African.
Shanduka Gold (Proprietary) Limited ("Shanduka Gold") has, in addition to
the share exchange ("the Shanduka Share Exchange") detailed in the
announcement dated 19 June 2009 ("the Share Exchange Announcement"),
increased its shareholding in Pan African through the purchase of an
additional 5% of the enlarged share capital of Pan African post the Share
Exchange, subject to the terms and conditions set out in paragraph 4
below.
2. RESULTS OF THE BOOK BUILD
Pan African is pleased to note that the Metorex Bookbuild was
oversubscribed. The price at which Metorex disposed of its Pan African
shares through the Metorex Bookbuild was ZAR 0.65 per Pan African
ordinary share (approximately 4.9 pence).
Pan African has been informed that the following entities acquired Pan
African shares through the Metorex Bookbuild:
Pre
Shanduka
Share
Exchange
Acquired by No of Shares % of Pan
African
Coronation Fund Managers 244,400,000 21.97%
Limited
Allan Gray Limited 107,000,000 9.62%
Shanduka Gold 1 70,417,036 6.33%
JP Morgan Securities (United 60,000,000 5.39%
Kingdom)
Investec Limited 50,000,000 4.49%
Other purchasers 61,923,440 5.57%
Total 593,740,476 53.37%
Note 1: Subject to the suspensive conditions set out in
paragraph 4 below.
3. BLACK ECONOMIC EMPOWERMENT
Shareholders are referred to the Share Exchange Announcement. Shanduka
has purchased an additional 70,417,036 shares in Pan African through the
Metorex Bookbuild ("the Additional Shanduka Acquisition"), thereby
raising its shareholding in Pan African to 26% of the share capital of
Pan African as enlarged by the Shanduka Share Exchange, but subject to
the conditions set out in paragraph 4 below.
Upon implementation of the Shanduka Share Exchange and the Additional
Shanduka Acquisition, Pan African and all of its operations will be fully
empowered.
The Shanduka Share Exchange remains subject to the conditions precedent
detailed in the Share Exchange Announcement.
4. CONDITIONS PRECEDENT TO THE ADDITIONAL SHANDUKA ACQUISITION
The Additional Shanduka Acquisition is subject to the following
conditions precedent:
- to the extent required, the South African Securities Regulation
Panel ("SRP") ruling that the Additional Shanduka Acquisition is not
an "affected transaction" as defined in the Securities Regulation
Code on Take overs and Mergers and the Rules of the SRP and that
Shanduka Gold shall accordingly not have any obligation to make a
mandatory offer to the shareholders of PAR;
- Metorex delivering to Shanduka written confirmation from the United
Kingdom Panel on Takeovers and Mergers confirming that the
provisions of the City Code on Takeovers and Mergers shall not apply
to the Additional Shanduka Acquisition; and
- Metorex obtaining a fairness opinion from an independent expert to
the effect that the terms and conditions of the Additional Shanduka
Acquisition are fair to Metorex shareholders.
5. OTHER
Upon implementation of the Additional Shanduka Acquisition, Metorex will
no longer hold a disclosable interest in the Company. Prior to the Share
Exchange, the new shareholders with a disclosable interest in the Company
are as follows:
Subscribers No of Shares % of Pan
African
Coronation Fund Managers 244,400,000 21.97%
Limited
Allan Gray Limited 107,000,000 9.62%
Shanduka / Metorex 1 70,417,036 6.33%
JP Morgan Securities (United 60,000,000 5.39%
Kingdom)
Investec Limited 50,000,000 4.49%
Note 1: Subject to implementation of the Additional Shanduka
Acquisition.
6. PROPOSED TERMINATION OF THE METOREX MANAGEMENT CONTRACT IN RESPECT OF
BARBERTON MINES
Metorex currently has a management contract in respect of Barberton Mines
(Proprietary) Limited ("Barberton Mines")("the Metorex Contract"). Pan
African and Metorex are in the process of negotiating an earlier
termination of the Metorex Contract and full details of the termination
terms and conditions will be announced as soon as the parties reach an
agreement. The termination of the Metorex Contract will be executed in
an orderly fashion and will not disrupt operations at Barberton Mines.
7. PROPOSED CHANGES TO THE PAN AFRICAN BOARD OF DIRECTORS
Following implementation of the Shanduka Share Exchange Agreement and the
Additional Shanduka Acquisition, the board of directors of Pan African
intends to invite Mr Cyril Ramaphosa and Mr Rowan Smith from Shanduka
Gold to join the Pan African board. The Pan African board of directors
has indicated that it would seek to elect Mr Ramaphosa as non-executive
chair.
Furthermore, Mr Charles Needham, representing Metorex, has resigned from
the Pan African board with immediate effect. In the interest of
effecting a smooth exit and not to disrupt the affairs of Pan African, Mr
Maritz Smith, currently the finance director of Pan African and also a
Metorex representative, will tender his resignation as a director of Pan
African as soon as Pan African appoints a new finance director.
Jan Nelson, Chief Executive Officer of Pan African, stated:
"We are pleased that Shanduka has become the long term empowerment partner for
the entire Pan African Group at holding company level upon implementation of
the Shanduka transactions. We believe that the newly diversified shareholder
base and the introduction of Shanduka at holding company level will reap
further rewards for all our stakeholders."
Rowan Smith, Managing Director of Shanduka Resources (Pty) Ltd, said:
"Shanduka has maintained a successful working relationship with Pan African
for the last two years and is looking forward to developing this relationship
in the future. The Shanduka Group has illustrated its confidence in Pan
African through the acquisition of a further stake in the company during the
Metorex Bookbuilding exercise."
Date:
25 June 2009
Corporate Adviser to Pan African and sole bookrunner on the Metorex Bookbuild:
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Sponsor to Pan African:
Macquarie First South Advisers (Pty) Limited
Nominated Adviser to Pan African:
RBC Capital Markets
Martin Eales +44 20 7029 7881
Date: 26/06/2009 07:05:05 Produced by the JSE SENS Department.
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