AIM Rule 26 - AltX Statements

STATEMENT AS TO THE SECONDARY LISTING ON THE JSE
The JSE has approved the application for a secondary listing of all of the issued Ordinary Shares of Pan African. The Ordinary Shares of Pan African have been listed on AltX under the share code “PAN” with effect from 31 July 2007.

Specific exemptions from the Listings Requirements granted by the JSE

Paragraph 21.3(a) of the Listings Requirements of the JSE states that an applicant issuer applying for a listing on AltX must appoint a Designated Advisor in accordance with paragraph 21.13. Pan African has applied for and been granted permission by the JSE not to appoint a Designated Advisor, but instead to appoint a sponsor, given that they directly have a nomad (fulfilling the responsibilities of a Designated Advisor in the AIM market) in respect of the AIM listing.

Paragraph 21.3(f) of the Listings Requirements of the JSE states that an applicant issuer applying for a listing on AltX must produce a profit forecast for the remainder of the financial year during which it will be listed and one full financial year thereafter. The regulatory and fiduciary constraints under which Pan African operates on the AIM market make it very problematic for Pan African to make forward looking statements. Pan African has applied for and received exemption from making a profit forecast for the purposes of its application to list on AltX.

SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS
Set out below is a summary of the Exchange Control regulations relating to the acquisition of Pan African shares after the listing of the Company’s shares on AltX. Pan African is classified as an African company as referenced in Section H(C)(VII) of the Exchange Control Ruling. As such, upon the listing of the Company’s Ordinary Shares on AltX, the Exchange Control regulations provided for in this Document, as amended by the Medium-Term Budget Policy Statement by the South African Minister of Finance on 28 October 2004, will apply to the acquisition of Ordinary Shares by South African residents.

South African law provides for Exchange Control regulations that restrict the export of capital from the South African Common Monetary Area (“the CMA”), subject to SARB dispensation. These regulations apply to transactions involving South African residents, including both natural persons and legal entities. Funds raised outside the CMA by Pan African and its non-South African subsidiaries are not restricted under the South African Exchange Control regulations. Upon listing Pan African’s Ordinary Shares on the JSE, non-South African residents may freely sell their Ordinary Shares on the JSE and freely remit the proceeds outside of the CMA.

The following summary is intended as a guide and is therefore not comprehensive. If you are in any doubt in regards hereto, please consult your professional advisor.

South African individuals
South African individuals will be able to acquire shares in African companies that are listed on the JSE, such as Pan African, without restriction. Such shares are on the South African register and are Rand denominated. Consequently, an acquisition of Pan African ordinary Shares by a South African individual will not affect such person’s offshore investment allowance of R2,000,000. Should a South African individual acquire shares on the UK register which are sterling denominated such persons offshore investment allowance would be affected.

South African institutional investors
South African retirement funds, long-term insurers, collective investment scheme management companies as well as investment managers who have registered with Exchange Control as institutional investors for Exchange Control purposes are entitled to a foreign portfolio investment allowance. In addition to such institutional investors’ general foreign portfolio investment allowance, they will be able to invest an additional 5 per cent. of their total retail assets in the equity securities of African companies that are listed on the JSE, where a majority of the foreign company’s business takes place in Africa, such as Pan African. Retail assets refer to assets received by such institutional investors.

South African corporate entities
An acquisition by a South African corporate entity of Pan African Ordinary Shares on AltX will be regarded as a foreign investment. For the procedure to obtain regulatory approval for foreign investments, South African corporate entities should consult their professional advisors.

Exchange control provisions applicable to South African residents in respect of acquisition issues and rights by African companies that are listed on the JSE
African companies with listings on AltX, such as Pan African will be allowed to issue shares to South African residents in consideration for acquisitions. South African institutional investors will be given twelve months to re-align their portfolios, should they be in excess of their Exchange Control foreign exposure limits as a result of such acquisition issues. South African corporate entities will also be given twelve months to dispose of such shares. However, should there be: (i) benefits to the continued financial involvement of South African corporate entities in the businesses or assets acquired by African companies with listings on the JSE and (ii) the alignment of interests in the extraction of maximum value from the consolidated companies, Exchange Control will, on application, allow South African corporate entities to retain such shares. South African institutional investors and corporate entities will be allowed to exercise their rights in terms of rights offers by African companies with listings on AltX, such as Pan African. South African institutional investors will be given a period of 12 months to re-align their portfolios should they be in excess of their offshore investment allowances as a result of exercising their rights. Corporate entities will also be given 12 months to dispose of shares taken up in terms of such rights issues.

Non-resident of the common monetary area
Non-residents of the CMA may acquire Pan African Ordinary Shares on AltX, provided they pay the purchase price from a non-resident account at a South African registered bank in South African Rand. However, former residents of the CMA who have emigrated may not use emigrant blocked funds to acquire Pan African Ordinary Shares.


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