JSE-listed Pan African Resources has entered into a binding Scheme Implementation Deed (SID) with Emmerson Resources Limited (ASX:ERM) (Emmerson) under which it is proposed that Pan African will acquire 100% of the issued shares in Emmerson by way of an Australian Court-approved scheme of arrangement (Scheme) in accordance with Part 5.1 of the Corporations Act 2001 (Cth) (Corporations Act).
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 6 March 2026, the Scheme Consideration implies a fully-diluted equity value for Emmerson of ~£163 million (~A$311 million at an exchange rate of: £:A$ of 1.908) (based on 691,497,457 fully diluted shares on issue in Emmerson, including 653,997,457 fully paid ordinary shares, 29,500,000 options and 8,000,000 performance rights). Under Australian law, the Scheme requires the approval of at least 75% of all votes cast by Emmerson shareholders, as well as a majority by number of all Emmerson shareholders present and voting (in person or by proxy) on the Scheme, at a meeting of Emmerson shareholders to be convened to consider the Scheme (Scheme Meeting).
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 London Stock Exchange and Johannesburg Stock Exchange following the proposed ASX listing. For the avoidance of doubt, the ASX listing will have no effect on Pan African’s primary listings on the London Stock Exchange and Johannesburg Stock Exchange, including its compliance with the relevant Listings Requirements.
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.
- 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.
- 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, Cobus Loots, said:
“This transaction represents the logical next step since acquiring the Tennant Consolidated Mining Group (TCMG) in 2024 and consolidates our position in the prospective Tennant Creek mineral field, a district with significant long-term potential.
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 Tennant Creek asset portfolio. This transaction effectively facilitates economies of scale by eliminating the complexity of joint venture arrangements, and positions Pan African to capture the full value of Tennant Creek through consolidation.
Pan African has a proven track record of successful project development and operation across our portfolio of assets in South Africa and Australia. We are confident we have the technical expertise, operational capability and financial strength to unlock the full potential of Tennant Creek.
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, Mark Connelly, added:
“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 Tennant Creek as part of a larger, well-funded gold producer with a strong track record of delivering strong production growth and returning capital to shareholders. Furthermore, by consolidating ownership of the Tennant Creek Joint Venture, Emmerson and Pan African are fully aligned in the development of Tennant Creek, ensuring that operations are optimised and sequenced in a manner that best maximises value for both companies’ shareholders.
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 Tennant Creek. On a personal level, I am looking forward to joining the Pan African board of directors (Pan African Board) as a Non-Executive Director upon completion of the Scheme and continuing to contribute to the enlarged group.”
