REG-Pan African Resources Plc: Result of AGM & Salient Dividend Dates

Pan African ResourcesAnnouncement

24/11/2023 07:15

Pan African Resources PLC    Pan African Resources Funding Company

(Incorporated and registered in England and Wales  Limited

under Companies Act 1985 with registered   Incorporated in the Republic of
South Africa

number 3937466 on 25 February 2000)   with limited liability

Share code on AIM: PAF     Registration number: 2012/021237/06

Share code on JSE: PAN     Alpha code: PARI

ISIN: GB0004300496

ADR code: PAFRY

(“Pan African” or “the Company” or “the Group”)

 

RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVIDEND DATES

 
1. RESULTS OF ANNUAL GENERAL MEETING
Pan African shareholders (Shareholders) are advised that at the annual general
meeting (AGM) of Shareholders held on Thursday, 23 November 2023, all the
ordinary and special resolutions, as set out in the notice of AGM dated 31
October 2023, other than Resolution 13, were approved by the requisite
majority of Shareholders present or represented by proxy.

The total number of Pan African ordinary shares (Shares) eligible to vote at
the AGM is 2,222,862,046.

All resolutions proposed at the AGM, together with the percentage of shares
abstained, as well as the percentage of votes carried for and against each
resolution, are as follows:

Resolution 1: To receive the accounts and the report of the directors of the
Company and the auditors’ report thereon

 Shares Voted 1,551,121,238 69.78%  Abstained          For                   Against        
                                     2,755,908 0.12%    1,551,119,329 100%    1,909 0.00%   

Resolution 2: To approve the payment of a final dividend for the year ended 30
June 2023

 Shares Voted 1,553,611,654 69.89%  Abstained        For                   Against        
                                     265,492 0.01%    1,553,609,133 100%    2,521 0.00%   

Resolution 3: To re-elect JAJ Loots as an executive director of the Company

 Shares Voted 1,553,474,067 69.89%  Abstained        For                     Against            
                                     403,079 0.02%    1,551,981,236 99.90%    1,492,831 0.10%   

Resolution 4: To re-elect GP Louw as an executive director of the Company

 Shares Voted 1,553,423,567 69.88%  Abstained        For                     Against            
                                     453,579 0.02%    1,550,620,365 99.82%    2,803,202 0.18%   

Resolution 5: To re-elect D Earp as a member of the audit and risk committee

 Shares Voted 1,553,427,808 69.88%  Abstained        For                     Against            
                                     449,338 0.02%    1,546,394,104 99.55%    7,033,704 0.45%   

Resolution 6: To re-elect CDS Needham as a member of the audit and risk
committee

 Shares Voted 1,553,427,808 69.88%  Abstained        For                     Against            
                                     449,338 0.02%    1,547,846,908 99.64%    5,580,900 0.36%   

Resolution 7: To re-elect TF Mosololi as a member of the audit and risk
committee

 Shares Voted 1,553,423,567 69.88%  Abstained        For                     Against             
                                     453,579 0.02%    1,497,610,478 96.41%    55,813,089 3.59%   

Resolution 8:  To increase the limit for ordinary aggregate fees payable to
the non-executive directors (Note 1)

 Shares Voted 1,548,468,463 69.66%  Abstained          For                     Against               
                                     5,408,683 0.24%    1,125,839,313 72.71%    422,629,150 27.29%   

Resolution 9: To endorse the Company’s remuneration policy (Notes 1 and 2)

 Shares Voted 1,553,250,653 69.88%  Abstained        For                     Against               
                                     626,493 0.03%    1,033,502,912 66.54%    519,747,741 33.46%   

Resolution 10: To endorse the Company’s remuneration implementation report
(Notes 1 and 2)

 Shares Voted 1,553,145,963 69.87%  Abstained        For                   Against               
                                     731,183 0.03%    780,828,115 50.27%    772,317,848 49.73%   

Resolution 11: To reappoint PwC as auditors of the Company and to authorise
the directors to determine their remuneration

 Shares Voted 1,553,291,098 69.88%  Abstained        For                     Against          
                                     586,048 0.03%    1,552,976,094 99.98%    315,004 0.02%   

Resolution 12: To authorise the directors to allot equity securities (Note 1)

 Shares Voted 1,553,548,366 69.89%  Abstained        For                   Against               
                                     328,780 0.01%    985,460,309 63.43%    568,088,057 36.57%   

Resolution 13: To approve the disapplication of pre-emption rights and general
authority to issue shares for cash

 Shares Voted 1,553,476,521 69.89%  Abstained        For                   Against               
                                     400,625 0.02%    870,263,150 56.02%    683,213,371 43.98%   

Resolution 14: To approve market purchases of ordinary shares

 Shares Voted 1,553,360,821 69.88%  Abstained        For                     Against              
                                     516,325 0.02%    1,445,809,162 93.08%    107,551,659 6.92%   

Resolution 15: To amend the Articles of Association of the Company

 Shares Voted 1,553,412,494 69.88%  Abstained        For                     Against          
                                     464,652 0.02%    1,553,283,529 99.99%    128,965 0.01%   

Notes
* Percentages of shares voted are calculated in relation to the total issued
ordinary share capital of Pan African.
* Percentages of shares voted for and against each resolution are calculated
in relation to the total number of shares voted in respect of each resolution.
* Abstentions are calculated as a percentage in relation to the total issued
ordinary share capital of Pan African.
1. In accordance with the UK Corporate Governance Code, when 20% or more of
the votes have been cast against the board recommendation for a resolution,
the Company will consult with those shareholders who voted against resolution
numbers 8, 9, 10 and 12 (Resolutions), (Dissenting Shareholders) in order to
ascertain the reasons for doing so, following which an update on the views
expressed by such Dissenting Shareholders and the subsequent actions taken by
the Company will be issued.
2. Furthermore, as required in terms of the King IV Report on Corporate
Governance for South Africa, 2016 and paragraph 3.84(j) of the JSE Limited
Listings Requirements, Pan African invites those Dissenting Shareholders who
voted against ordinary resolution number 9 and/or ordinary resolution 10 to
engage with the Company regarding their views on the Company’s remuneration
policy and/or implementation report.
Dissenting Shareholders may forward their concerns / questions pertaining to
the Resolutions to the Company Secretary via email at general@corpserv.co.uk
by close of business on 8 December 2023. The Company will then respond in
writing to these Dissenting Shareholders, and if required, engage further with
the Dissenting Shareholders in this regard.
1. SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s provisional summarised audited
results that were released on 13 September 2023, wherein an exchange rate of
South African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:23.93 and an
exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:18.83 was used for
illustrative purposes to convert the proposed ZAR dividend of 18.00000 ZA
cents per share into GBP and USD, respectively.

Shareholders are advised that, following the approval of the final dividend at
the AGM, the exchange rate for conversion of the final ZAR dividend into GBP
has been fixed at an exchange rate of GBP/ZAR: 23.61 which translates to a
final GBP dividend of 0.76239 pence per share and the exchange rate for
conversion of the final ZAR dividend into USD for illustrative purposes is
USD/ZAR: 18.85, which translates to an illustrative final USD dividend of US
0.95491 cents per share.

The following salient dates apply:

 Currency conversion date        Thursday, 23 November 2023   
 Last date to trade on the JSE   Tuesday, 28 November 2023    
 Last date to trade on the LSE   Wednesday, 29 November 2023  
 Ex-dividend date on the JSE     Wednesday, 29 November 2023  
 Ex-dividend date on the LSE     Thursday, 30 November 2023   
 Record date on the JSE and LSE  Friday, 1 December 2023      
 Payment date                    Tuesday, 12 December 2023    

Notes
* No transfers between the Johannesburg and London registers, between the
commencement of trading on Wednesday, 29 November 2023 and close of business
on Friday, 1 December 2023 will be permitted.
* No shares may be dematerialised or rematerialised between Wednesday, 29
November 2023 and Friday, 1 December 2023, both days inclusive.
* The final dividend per share was calculated on 2,222,862,046 total shares in
issue equating to 18.00000 ZA cents per share or 0.76239 pence or 0.95491 US
cents per share.
* The South African dividends tax rate is 20% per ordinary share for
shareholders who are liable to pay the dividends tax, resulting in a net
dividend of 14.40000 ZA cents per share 0.60991 pence per share and US 0.76393
cents per share for these shareholders. Foreign investors may qualify for a
lower dividend tax rate, subject to completing a dividend tax declaration and
submitting it to Computershare Investor Services Proprietary Limited or Link
Group who manage the SA and UK register, respectively. The Company's South
African income tax reference number is 9154588173. The dividend will be
distributed from South African income reserves/ retained earnings, without
drawing on any other capital reserves.
Johannesburg

24 November 2023

 

 

 Corporate information                                                                                                                                                                                                                                                                                                                                                  
 Corporate office The Firs Building 2nd Floor, Office 204 Corner Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0) 11 243 2900 info@paf.co.za                                                                    Registered office 2nd 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                                                                                                                                                                                                                                                                                                                                             
  Email: 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/ Bhavesh Patel Peel Hunt LLP Office: +44 (0) 20 7418 8900             
 JSE 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                  

 



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