Pan African Resources Plc - Pan African to acquire Emmerson Resources
Pan African Resources PLC
(Incorporated and registered in England
and Wales under the Companies Act 1985
with registered number 3937466 on 25 Pan African Resources Funding Company February 2000 ) Limited
Share code on LSE: PAF Incorporated in the Republic of South
Africa with limited liability
Share code on JSE: PAN
Registration number: 2012/021237/06
ISIN: GB0004300496
Alpha code: PARI
ADR ticker code: PAFRY
(“Pan African” or the “Company” or the
“Group”)
Pan African to acquire
Under the terms of the Scheme, Emmerson shareholders will be entitled to receive 0.1493 new Pan African shares (in the form of ASX-listed Pan African CHESS Depositary Interests (
CDIs
)) for each Emmerson share held on the Record Date (as defined in the SID) (
Scheme Consideration
). Based on Pan African’s last closing price of £1.58 per share on
In conjunction with the Scheme, Pan African will seek to list on the Australian Securities Exchange (
ASX
) by way of a foreign exempt listing, providing Emmerson shareholders with the ability to trade Pan African CDIs on the ASX. Pan African's shares will continue to trade, as a dual primary issuer, on the
Pan African will host a live presentation and webcast for analysts and investors at
Transaction highlights
-- Logical consolidation of the Tennant Creek joint venture (75% Pan
African / 25% Emmerson), which compliments Pan African’s existing
investment in the joint venture and its 100%-owned assets in the region.
-- Pan African will apply for a foreign exempt listing on the ASX with
Emmerson shareholders to receive Pan African CDIs as Scheme
Consideration, tradable on the ASX.
-- The Emmerson board of directors (Emmerson Board) has unanimously
recommended that Emmerson shareholders vote in favour of the Scheme, in
the absence of a Superior Proposal and subject to an independent expert
concluding (and continuing to conclude) that the Scheme is in the best
interests of Emmerson shareholders. A Superior Proposal is defined in
the SID, but (in broad terms) is a competing proposal which would, if
completed substantially in accordance with its terms, be deemed more
favourable to Emmerson shareholders (as a whole) than the Scheme.
-- Emmerson shareholders, Noontide Investments Limited (Noontide) which
currently holds and/or controls the votes in relation to 124,998,683
Emmerson shares (representing ~19.1% of the total number of Emmerson
shares on issue) and TA Private Capital Security Agent Ltd (TA Private),
which has confirmed its intention to vote 45,000,000 Emmerson shares
(representing ~6.9% of the total number of Emmerson shares on issue)
(who collectively intend to vote ~26.0% of Emmerson’s shares in favour
of the Scheme), have confirmed to the Emmerson Board that they intend to
vote those Emmerson shares in favour of the Scheme, in the absence of a
Superior Proposal to acquire 100% of the issued capital of Emmerson
emerging and subject to the independent expert concluding and continuing
to conclude that the Scheme is in the best interests of Emmerson
shareholders.
o Noontide has confirmed its intention to vote those Emmerson shares it
currently holds and any Emmerson shares it acquires in the future in
favour of the Scheme. Noontide has reserved the right to dispose of
Emmerson shares prior to the Scheme Meeting on market to satisfy fund
redemptions or for portfolio management purposes, subject to retaining
a 10% shareholding in Emmerson at the date of the Scheme Meeting
assuming no changes in the issued capital of Emmerson and no delay to
the announced timetable for the Scheme.
o TA Private currently holds and/or controls the votes in relation to
46,718,295 Emmerson shares (representing ~7.1% of the total number of
Emmerson shares on issue). The remaining 1,718,295 Emmerson shares not
subject to TA Private's voting intention may be disposed of for
capital management and redemption purposes.
-- The Scheme is subject to customary and other conditions, including
approval by Emmerson shareholders by the requisite majority at the
Scheme Meeting which is expected to be held in mid-late June 2026 .
Commenting on the Scheme, Pan African’s Executive Director and CEO,
“This transaction represents the logical next step since acquiring the
Emmerson has been a valued joint venture partner since establishing the Tennant Creek Joint Venture in 2020, and together we have made progress advancing the Tennant Creek Joint Venture assets. Bringing the assets under single ownership allows us to optimise project sequencing and capital allocation across the region, maximising value for all shareholders.
For Pan African shareholders, this transaction delivers 100%-ownership of a strategic asset, consolidating Pan African’s existing
Pan African has a proven track record of successful project development and operation across our portfolio of assets in
As part of the Scheme, Pan African will also undertake an ASX listing, reflecting our long-term commitment to the Australian market. We look forward to welcoming Emmerson shareholders to Pan African and working together to deliver on the exciting growth opportunities ahead.”
Emmerson’s Non-Executive Chairman,
“Having carefully considered the merits of the Scheme, the Emmerson Board has unanimously concluded that the Scheme is in the best interests of Emmerson shareholders.
The Scheme delivers Emmerson shareholders an immediate and attractive premium to recent trading levels, while also providing continued exposure to
Having worked closely with the Pan African team, Emmerson’s Board and management are fully confident in their ability to continue building on the significant platform already established at
Overview of the Scheme
Under the terms of the Scheme, Pan African will acquire 100% of the issued shares in Emmerson at a fixed exchange ratio of 0.1493 new Pan African shares (in the form of Pan African CDIs) for each Emmerson share. The new Pan African shares to be issued pursuant to the Scheme will be credited as fully paid at £1.58 per share.
Based on Pan African’s last closing price of £1.58 per share on
-- 36.4% premium to Emmerson’s last closing price of A$0.330 per share on 6
March 2026 ; and
-- 42.7% premium to Emmerson’s 30-day volume weighted average price of
A$0.315 per share up to and including 6 March 2026 .
Upon implementation of the Scheme, Emmerson shareholders will collectively hold no more than ~4.2% of all issued Pan African shares (assuming ~103 million new Pan African CDIs are issued to Emmerson shareholders under the Scheme and based on Emmerson’s fully diluted share capital of 691,497,457 (which assumes vesting and exercise of Emmerson’s 29,500,000 options and 8,000,000 performance rights pursuant to the terms of the SID) and 2,333,671,529 Pan African ordinary shares currently outstanding). Emmerson’s Chairman, Mr
The Scheme is subject to certain conditions, including:
-- An independent expert concluding (and continuing to conclude) that the
Scheme is in the best interests of Emmerson shareholders;
-- Approval of Emmerson shareholders at a Scheme Meeting. For the Scheme to
proceed, the resolutions at the Scheme Meeting must be approved by at
least 75% of all votes cast by Emmerson shareholders and a majority by
number of all Emmerson shareholders present and voting (in person or by
proxy) at the Scheme Meeting;
-- Approval of Pan African’s foreign exempt listing on ASX and the
quotation of Pan African’s CDIs to be issued as Scheme Consideration on
ASX, as well as the LSE and JSE not providing notification that they
will not list the new Pan African Shares the subject of those CDIs;
-- Requisite Court approvals;
-- Receipt of all requisite regulatory approvals, relief or waivers to
affect the Scheme;
-- No material adverse change, prescribed occurrence or specified regulated
events occurring in respect of Emmerson and no material adverse change
occurring in respect of Pan African; and
-- other customary conditions for a transaction of this nature.
The SID contains customary deal protection and exclusivity obligations, including "no shop”, “no talk" and “no due diligence” restrictions, notification obligations and a regime giving Pan African matching rights in the event any Superior Proposal emerges for Emmerson. The “no talk” and “no due diligence” restrictions are subject to customary fiduciary exceptions. Further details of such provisions can be found in clause 12 of the SID, a copy of which can be found at www.panafricanresources.com/investors/investor-resources-hub/.
The SID also details circumstances under which Emmerson may be required to pay a reimbursement fee, in cash, to Pan African, equal to 1.0% of Emmerson’s fully diluted equity value.
Emmerson’s options and performance rights (to the extent they remain on issue) are required to be vested and exercised in connection with the Scheme, with the resulting Emmerson shares issued on exercise to be subject to the Scheme.
Full details of the terms and conditions of the Scheme are set out in the SID, a copy of which can be found at www.panafricanresources.com/investors/investor-resources-hub/.
Strategic rationale
The Scheme is expected to deliver significant value for both Pan African and Emmerson shareholders.
Benefits to Pan African shareholders include:
Consolidates 100% ownership of the Tennant Creek Joint Venture tenements, enabling full alignment of interests and eliminating joint venture complexities by streamlining decision making for capital allocation and development priorities;
Enables Pan African to leverage its operational expertise and strong balance sheet to accelerate value creation across the entire
Enhanced project economics through recoupment of the penalty payment due to Emmerson and elimination of production royalty payments to Emmerson (scheduled to start in 2026);
Expands Pan African’s position as the dominant landholder in the
Longer-term opportunities for strategically aligned inorganic growth to further leverage existing assets and infrastructure; and
Transaction structure preserves Pan African's strong balance sheet and ensures it remains well capitalised to fund both existing operations and future
Benefits to Emmerson shareholders include:
An immediate and attractive premium to recent historical trading prices;
Continued exposure to
Access to significant upside from Pan African’s 100%-owned copper and gold projects, with planned growth of its existing gold project and the development of its copper gold project at Warrego;
Accelerated and de-risked development of asset portfolio, particularly White Devil, leveraging Pan African’s proven technical and development expertise, strong balance sheet and cashflow generation;
Exposure to an attractive, larger and more diversified, high-margin gold portfolio with >275koz of gold production targeted in FY26 and a large Mineral Resource base of ~42.9Moz Au (576.9Mt @ 2.3g/t Au) underpinning long-life operations;
Exposure to Pan African's strong cash flow generation and established dividend policy;
Enhanced market positioning, increased liquidity, and improved access to capital markets via Pan African’s larger market capitalisation, mid-tier producer status, and potential inclusion in relevant gold indices; and
Potential capital gains tax rollover relief via the receipt of Pan African shares in form of CDIs.
ASX listing
In connection with the Scheme, Pan African will apply for a foreign exempt secondary listing on the ASX. Accordingly, upon implementation of the Scheme, Emmerson shareholders will receive the Scheme Consideration in the form of Pan African CDIs, which allows Emmerson shareholders to trade Pan African shares via CDIs on the ASX. Pan African's shares will also continue to trade, as a dual primary issuer, on the
The listing on the ASX is intended to provide the following benefits:
-- Enhances Pan African’s capital markets profile with the ASX being a
natural listing venue as Pan African continues to grow its presence in
Australia ;
-- Helps facilitate greater equity research coverage and institutional
ownership in Pan African, supporting additional liquidity and interest
in Pan African shares;
-- Provides access to further deep pools of capital from mining-focused
investors who can support Pan African in achieving its longer-term
growth ambitions; and
-- Creates greater flexibility for Pan African to pursue its growth
strategy in Australia , in particular through asset and corporate
investments and transactions.
Implementation of the Scheme is conditional upon, amongst other things, Pan African’s application for a foreign exempt listing being approved by ASX on conditions acceptable to PAR (acting reasonably). The proposed foreign exempt listing of Pan African on ASX is conditional on the Scheme proceeding.
Overview of Emmerson and the Tennant Creek Joint Venture
Emmerson (ASX: ERM) is an ASX Listed explorer focused on gold and critical metal deposits in the
Tennant Creek Joint Venture
In relation to the Tennant Creek Mineral Field, Pan African and Emmerson are joint venture partners in the
With completion of the earn-in, the joint venture now consists of an Exploration Joint Venture ( EEJV ) and Small Mining Joint Venture ( SMJV ), with the mining and processing within the SMJV areas undertaken by TCMG in return for Emmerson receiving a free carried, uncapped 6% gross royalty on production.
Under the terms of the SMJV, Emmerson will receive a minimum production royalty of 6% of 60,000oz of gold production, or the equivalent cash payment of any shortfall at the expiration of the five year earn-in period. Pan African completed construction of its 100% owned Nobles CIL gold processing facility and achieved commercial gold production in
Under the EEJV, Emmerson can, subject to a number of provisions in the agreements, retain a contributing 40% equity interest in any
As at the date of this announcement, the joint venture has a total JORC Mineral Resource estimate of 7Mt grading 4.4g/t for ~992koz Au (quoted on 100% basis) and a total JORC Ore Reserve estimate of 1.1Mt grading 5.8g/t for ~200koz Au (quoted on 100% basis) (refer to the Competent Person statement at the back of this announcement).
Indicative timetable
The Scheme Meeting of Emmerson shareholders to approve the Scheme is expected to be held in mid-late
An indicative timetable is set out below:
Event Indicative Dates Announcement of Scheme9 March 2026 Lodge Scheme Booklet with ASIC for review Early May - midMay 2026 First Court Date Late May - earlyJune 2026 Scheme Booklet registered by ASIC and released on ASX Late May - earlyJune 2026 Despatch Scheme Booklet to Emmerson Shareholders Late May - earlyJune 2026 Scheme Meeting Late May - earlyJune 2026 Second Court Date Early – midJuly 2026 Effective Date Early – midJuly 2026 Scheme Record Date LateJuly 2026 Implementation Date LateJuly 2026
All stated dates and times are indicative only and subject to change. Any changes to the above timetable will be announced and will be available under Pan African’s and Emmerson’s profiles on their relevant exchanges.
The Pan African Board will keep the market informed of any material developments relating to the Scheme in accordance with its continuous disclosure requirements.
Advisers
Pan African has appointed
This announcement has been approved by the Pan African Board and authorised for release by Pan African's Chief Executive Officer,
Cautionary Statements and Disclaimer
There can be no certainty that the Scheme will become effective in accordance with its terms.
Cautionary note regarding forward looking statements
This announcement contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of Emmerson or the
Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Except as required by the
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the
Competent Person
The competent person for Pan African,
Financial Information
The value of the net assets of Emmerson as at
Categorisation in terms of the JSE Listings Requirements
The proposed transaction constitutes a category 2 transaction in terms of the JSE Listings Requirements and accordingly Pan African shareholder approval is not required. Pursuant to the implementation of the proposed transaction, the Company will ensure that the provisions of Emmerson’s documents of incorporation do not frustrate the Company in any way from compliance with its obligations in terms of the JSE Listings Requirements.
Rosebank
For further information on Pan African, please visit the Company's website at
___________________________________________________________________________ |Corporate information | |___________________________________________________________________________| |Corporate Office | | | | | |The Firs Building |Registered Office | | | | |2nd Floor, Office 204 |107 Cheapside, 2nd Floor | | | | |Corner Cradock and Biermann Avenues |London, EC2V 6DN | | | | |Rosebank, Johannesburg |United Kingdom | | | | |South Africa |Office: + 44 (0)20 3869 0706 | | | | |Office: + 27 (0)11 243 2900 |jane.kirton@corpserv.co.uk | | | | |info@paf.co.za | | |______________________________________|____________________________________| |Chief Executive Officer |Financial Director and debt officer | | | | |Cobus Loots |Marileen Kok | | | | |Office: + 27 (0)11 243 2900 |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 |Joint Broker | | | | |Jane Kirton |Ross Allister/Georgia Langoulant | | | | |St James's Corporate Services Limited |Peel Hunt LLP | | | | |Office: + 44 (0)20 3869 0706 |Office: +44 (0)20 7418 8900 | |______________________________________|____________________________________| |JSE Sponsor & JSE Debt Sponsor |Joint Broker | | | | |Ciska Kloppers |Thomas Rider/Nick Macann | | | | |Questco Corporate Advisory Proprietary|BMO Capital Markets Limited | |Limited | | | |Office: +44 (0)20 7236 1010 | |Office: + 27 (0) 63 482 3802 | | |______________________________________|____________________________________| | |Joint Broker | | | | | |Matthew Armitt/Jennifer Lee | | | | | |Joh. Berenberg, Gossler & Co KG | | |(Berenberg) | | | | | |Office: +44 (0)20 3207 7800 | |______________________________________|____________________________________|