Last checked at 30 Jan 2020 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')
Results of Annual General Meeting and dividend conversion rates and timetable
Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders held on Wednesday, 29 January 2020 (in terms of the notice dispatched on Thursday, 19 December 2019), 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 29 January 2020: 270 000 000
Total number of shares entitled to vote at the Annual General Meeting: 266 610 322
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: | 236 000 059 | 41 | 236 000 100 | 1 000 |
Adoption of Annual Financial Statements | 100% | 0.00% | 88.52% | 0.00% |
Ordinary resolution 2: | 236 000 059 | 41 | 236 000 100 | 1 000 |
Appointment of Ernst & Young as external auditors | 100% | 0.00% | 88.52% | 0.00% |
Ordinary resolution 3.1: | 223 666 686 | 1 601 | 223 668 287 | 12 332 813 |
Re-election of Omar Kamal as a non-executive director | 100% | 0.00% | 83.89% | 4.63% |
Ordinary resolution 3.2: | 231 150 558 | 4 105 646 | 235 256 204 | 744 896 |
Re-election of Carol Bell as a non-executive director | 98.25% | 1.75% | 88.24% | 0.28% |
Ordinary resolution 4: | 162 207 586 | 73 792 514 | 236 000 100 | 1 000 |
Placement of authorised but unissued shares under the directors' control
| 68.73% | 31.27% | 88.52% | 0.00% |
Ordinary resolution 5: | 162 207 586 | 73 792 514 | 236 000 100 | 1 000 |
Dis-application of pre-emptive rights | 68.73% | 31.27% | 88.52% | 0.00% |
Ordinary resolution 6: | 202 755 827 | 33 244 273 | 236 000 100 | 1 000 |
General authority to issue shares for cash | 85.91% | 14.09% | 88.52% | 0.00% |
Ordinary resolution 7.1: | 203 962 008 | 32 038 092 | 236 000 100 | 1 000 |
Approval of the Group remuneration policy | 86.42% | 13.58% | 88.52% | 0.00% |
Ordinary resolution 7.2: | 203 962 008 | 32 038 092 | 236 000 100 | 1 000 |
Approval of the Remuneration Implementation Report | 86.42% | 13.58% | 88.52% | 0.00% |
Special resolution 1: | 207 929 848 | 28 070 211 | 236 000 059 | 1 041 |
General authority to repurchase shares | 88.11% | 11.89% | 88.52% | 0.00% |
Ordinary resolution 8: | 236 000 100 | 0 | 236 000 100 | 1 000 |
Dividend | 100% | 0.00% | 88.52% | 0.00% |
Ordinary resolution 8: | 236 000 059 | 41 | 236 000 100 | 1 000 |
Directors' authority to implement resolutions | 100% | 0.00% | 88.52% | 0.00% |
Dividend currency conversion rates and timetable
The final dividend of US 0.25 cent per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid in Sterling (GBP). The dividend will be paid from income reserves.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 26 November 2019, being the currency conversion date, are as follows:
| Exchange rate | Dividend per share in payment currency |
South Africa - JSE | ZAR 14.8174/US$ | 3.70435 South African cents per share |
United Kingdom - LSE | GBP 0.7766/US$ | 0.19415 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Tuesday, 26 November 2019 |
Currency conversion rates announced | Thursday, 30 January 2020 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 11 February 2020 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 12 February 2020 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 12 February 2020 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 13 February 2020 |
Record date for payment on both JSE and LSE | Friday, 14 February 2020 |
Dividend payment date | Wednesday, 26 February 2020 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 12 February 2020 and Friday, 14 February 2020, both days inclusive. No transfers between registers will be permitted between Thursday, 30 January 2020 and Friday, 14 February 2020, 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 3.70435 South African cents per share. Therefore, the net dividend of 2.96348 South African cents per share will be paid after 0.74087 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 3.70435 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 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 270 000 000 ordinary shares in issue on 29 January 2020, of which 266 610 322 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
30 January 2020
JSE Sponsor
Investec Bank Limited
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 / James Husband
+44 020 7466 5000
tharisa@buchanan.uk.com
Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / David McKeown
+44 207 7418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Neil Elliot / Michael Rechsteiner
+44 020 7236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Detlir Elezi
+44 20 3207 7800
Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath
+27 11 295 6575