Last checked at 11 Feb 2021 07:00
Tharisa plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number HE223412)
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
('Tharisa' or the 'Company')
Statement by the Executive Chairman, results of the Annual General Meeting and dividend conversion rates and timetable
"Dear Stakeholder
I welcome you to this, our 7th Annual General Meeting as a listed entity on the Johannesburg Stock Exchange and our 5th as a listed company on the London Stock Exchange.
It is still hard to believe what a year we have had since our last Annual General Meeting, with the impact of the COVID-19 pandemic firmly entrenched across all sectors of society and the economy. Our condolences go to those who have lost their lives, including two of our colleagues, but we place great hope in the advances science has made in finding a vaccine for this pandemic and we have seen the rollout begin in earnest in a number of countries.
We are extremely proud as a company to have weathered the COVID-19 storm as well as we have, and our exceptional safety record, details of which we spoke about in our integrated report posted just before Christmas.
Coupled with the safety performance, was our standout conduct in both mining and processing, where the tough decisions we took over a year ago are bearing fruit, not only in the past financial year, but also in the first quarter of this new financial year, details of which we reported on in early January, placing us on track to meet our production guidance for the year. Nothing since then has given rise to us changing our confidence.
Demand for our commodities remains extremely robust and with industry leading exposure to the PGM basket price, we remain confident that the operational performance will translate into healthy financial results, as was already evidenced at last year's results. Pleasing too, is the strong increase in prices for metallurgical chrome, whose price was lagging those of other steel commodities.
Disappointingly, the South African government has not made any further public comments on the proposed export tax for chrome. Tharisa remains a key player in the industry body known as Chrome SA, where, together with some of the other major players in the chrome market, we remain steadfast in our view that the proposed tax benefits are far outweighed by the risk, as demonstrated by independent third party analysis, possibly breaching global trade regulations in the process. This proposed tax will not provide lasting or coherent support to the ferrochrome industry and the only sustainable and viable aid to this downstream industry is subsidised electricity pricing, and as such, we will defend our industry position.
Tharisa is on a firm, strong footing and we would like to thank you, the stakeholders, once again for your support and look forward to updating you throughout the year.
LC Pouroulis, Executive Chairman"
Results of the Annual General Meeting
Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders held on Wednesday, 10 February 2021 (in terms of the notice dispatched on Friday, 18 December 2020), were passed by the requisite majority. A poll was conducted on each resolution.
Details of the results of voting at the Annual General Meeting are as follows:
Total number of shares in issue on 10 February 2021: 275 000 000
Total number of shares entitled to vote at the Annual General Meeting: 268 665 480
Resolution | For | Against | Total shares voted in person or by proxy | Abstained |
| Shares | Shares | Shares | Shares |
% of shares voted | % of shares voted | % of shares entitled to vote | % of shares entitled to vote | |
Ordinary resolution 1: | 236 134 501 | 0 | 236 134 501 | 11 932 |
Adoption of Annual Financial Statements | 100% | 0.00% | 87.89% | 0.00% |
Ordinary resolution 2: | 236 134 501 | 0 | 236 134 501 | 11 932 |
Appointment of Ernst & Young as external auditors | 100% | 0.00% | 87.89% | 0.00% |
Ordinary resolution 3.1: | 236 134 501 | 0 | 236 134 501 | 11 932 |
Re-election of Roger Davey as a non-executive director | 100% | 0.00% | 87.89% | 0.00% |
Ordinary resolution 3.2: | 225 790 777 | 10 343 724 | 236 134 501 | 11 932 |
Re-election of Zhong Liang Hong as a non-executive director | 95.62% | 4.38% | 87.89% | 0.00% |
Ordinary resolution 3.3: Election of Vaneese Wing Ye Chu as a non-executive director | Withdrawn | |||
Ordinary resolution 4: | 162 285 046 | 73 849 455 | 236 134 501 | 11 932 |
Placement of authorised but unissued shares under the directors' control | 68.73% | 31.27% | 87.89% | 0.00% |
Ordinary resolution 5: | 162 281 606 | 73 852 895 | 236 134 501 | 11 932 |
Dis-application of pre-emptive rights | 68.72% | 31.28% | 87.89% | 0.00% |
Ordinary resolution 6: | 202 833 287 | 33 301 214 | 236 134 501 | 11 932 |
General authority to issue shares for cash | 85.90% | 14.10% | 87.89% | 0.00% |
Ordinary resolution 7.1: | 236 132 941 | 1 560 | 236 134 501 | 11 932 |
Approval of the Group remuneration policy | 100% | 0.00% | 87.89% | 0.00% |
Ordinary resolution 7.2: | 214 515 279 | 21 619 222 | 236 134 501 | 11 932 |
Approval of the Remuneration Implementation Report | 90.84% | 9.16% | 87.89% | 0.00% |
Ordinary resolution 8: | 199 230 161 | 33 245 833 | 232 475 994 | 3 670 439 |
Approval and adoption of the 2021 LTIP | 85.70% | 14.30% | 86.53% | 1.37% |
Special resolution 1: | 20 288 668 | 33 245 833 | 236 134 501 | 11 932 |
General authority to repurchase shares | 85.92% | 14.08% | 87.89% | 0.00% |
Ordinary resolution 9: | 236 134 501 | 0 | 236 134 501 | 11 932 |
Dividend | 100% | 0.00% | 87.89% | 0.00% |
Ordinary resolution 10: | 236 134 501 | 0 | 236 134 501 | 11 932 |
Directors' authority to implement resolutions | 100% | 0.00% | 87.89% | 0.00% |
Dividend currency conversion rates and timetable
The final dividend of US 3.50 cents per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid in Sterling (GBP). The dividend will be paid from income reserves and may therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 27 November 2020, being the currency conversion date, are as follows:
| Exchange rate | Dividend per share in payment currency |
South Africa - JSE | ZAR 15.1929/US$ | 53.17515 South African cents per share |
United Kingdom - LSE | GBP 0.74867/US$ | 2.62034 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Friday, 27 November 2020 |
Currency conversion rates announced | Thursday, 11 February 2021 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 23 February 2021 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 24 February 2021 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 24 February 2021 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 25 February 2021 |
Record date for payment on both JSE and LSE | Friday, 26 February 2021 |
Dividend payment date | Wednesday, 10 March 2021 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 24 February 2021 and Friday, 26 February 2021, both days inclusive. No transfers between registers will be permitted between Thursday, 11 February 2021 and Friday, 26 February 2021, both days inclusive.
Tax implications of the dividend
Shareholders and Depositary Interest holders should note that information provided should not be regarded as tax advice.
Shareholders are advised that the dividend declared will be paid out of income reserves and may therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.
South African tax residents
South African shareholders are advised that the dividend constitutes a foreign dividend. For individual South African tax resident shareholders, dividend withholding tax of 20% will be applied to the gross dividend of 53.17515 South African cents per share. Therefore, the net dividend of 42.54012 South African cents per share will be paid after 10.63503 South African cents in terms of dividend withholding tax has been applied. Shareholders who are South African tax resident companies are exempt from dividend tax and will receive the dividend of 53.17515 South African cents per share. This does not constitute legal or tax advice and is based on taxation law and practice in South Africa. Shareholders should consult their brokers, financial and/or tax advisors with regard to how they will be impacted by the payment of the dividend.
UK tax residents
UK tax residents are advised that the dividend constitutes a foreign dividend and that they should consult their brokers, financial and/or tax advisors with regard to how they will be impacted by the payment of the dividend.
Cyprus tax residents
Individual Cyprus tax residents are advised that the dividend constitutes a local dividend and that they should consult their brokers, financial and/or tax advisors with regard to how they will be impacted by the payment of the dividend.
Additional information required by the JSE Listing Requirements
Tharisa has a total of 275 000 000 ordinary shares in issue on 10 February 2021, of which 268 665 480 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
11 February 2021
JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn and Twitter to get further news and updates about our business.
Investor relations contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com
Financial PR contacts:
Bobby Morse / Augustine Chipungu / James Husband
+44 207 466 5000
tharisa@buchanan.uk.com
Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / David McKeown / Alexander Allen
+44 207 7418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Pascal Lussier Duquette / Nick Macann
+44 207 236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Wyllie / Detlir Elezi
+44 203 207 7800
Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath
+27 11 295 6575
About Tharisa
Tharisa is an integrated resource group incorporating mining, processing, exploration and the beneficiation, marketing, sales and logistics of PGMs and chrome concentrates. Its principle asset is the Tharisa Mine located in the South-Western Limb of the Bushveld complex, South Africa. The open pit, mechanised mine has a 14-year open pit life of mine (LOM) and the ability to extend operations underground by at least 40 years. Tharisa is listed on the Johannesburg Stock Exchange (JSE: THA) and the Main Market of the London Stock Exchange (LSE: THS).