Last checked at 11 Jan 2018 07:00
Tharisa plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number HE223412)
JSE share code: THA
LSE share code: THS
ISIN: CY0103562118
('Tharisa')
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, 10 January 2018 (in terms of the notice dispatched on Tuesday, 12 December 2017), 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 January 2018: 261 000 000
Total number of shares entitled to vote at the Annual General Meeting: 260 191 020
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: | 200 817 775 | - | 200 817 775 | 1 000 |
Adoption of Annual Financial Statements | 100% | 0% | 77.18% | 0% |
Ordinary resolution 2: | 200 195 786 | 621 989 | 200 817 775 | 1 000 |
Appointment of Ernst & Young as external auditors | 99.69% | 0.31% | 77.18% | 0% |
Ordinary resolution 3.1: | 200 817 775 | - | 200 817 775 | 1 000 |
Election of Joanna Cheng as a non-executive director | 100% | 0% | 77.18% | 0% |
Ordinary resolution 3.2: | 195 838 262 | 4 979 513 | 200 817 775 | 1 000 |
Election of Roger Davey as a non-executive director | 97.52% | 2.48% | 77.18% | 0% |
Ordinary resolution 4: | 159 643 545 | 41 174 230 | 200 817 775 | 1 000 |
Placement of authorised but unissued shares under the directors' control
| 79.50% | 20.50% | 77.18% | 0% |
Ordinary resolution 5: | 159 643 545 | 41 174 230 | 200 817 775 | 1 000 |
Dis-application of pre-emptive rights | 79.50% | 20.50% | 77.18% | 0% |
Ordinary resolution 6: | 150 667 429 | 50 150 346 | 200 817 775 | 1 000 |
General authority to issue shares for cash | 75.03% | 24.97% | 77.18% | 0% |
Ordinary resolution 7: | 191 219 670 | 9 598 105 | 200 817 775 | 1 000 |
Approval of the Group remuneration policy | 95.22% | 4.78% | 77.18% | 0% |
Special resolution 1: | 200 817 775 | - | 200 817 775 | 1 000 |
General authority to repurchase shares | 100% | 0.00% | 77.18% | 0% |
Ordinary resolution 8: | 200 817 775 | - | 200 817 775 | 1 000 |
Dividend | 100% | 0.00% | 77.18% | 0% |
Ordinary resolution 8: | 200 817 775 | - | 200 817 775 | 1 000 |
Directors' authority to implement resolutions | 100% | 0.00% | 77.18% | 0% |
Dividend currency conversion rates and timetable
The final dividend of US$ 5 cents per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid in Sterling (GBP). The dividend will be paid from income reserves.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 30 November 2017, being the currency conversion date, are as follows:
Exchange rate | Dividend per share in payment currency | |
South Africa - JSE | ZAR 13.6423/US$ | 68.2115 South African cents per share |
United Kingdom - LSE | GBP 0.7427/US$ | 3.7135 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Thursday, 30 November 2017 |
Currency conversion rates announced | Thursday, 11 January 2018 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 30 January 2018 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 31 January 2018 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 31 January 2018 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 1 February 2018 |
Record date for payment on both JSE and LSE | Friday, 2 February 2018 |
Dividend payment date | Wednesday, 14 February 2018 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 31 January 2018 and Friday, 2 February 2018, both days inclusive. No transfers between registers will be permitted between Thursday, 11 January 2018 and Friday, 2 February 2018, 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.
South African tax residents
For tax purposes, South African shareholders 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.
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 261 000 000 ordinary shares in issue on 10 January 2018, of which 260 191 020 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
11 January 2018
JSE Sponsor
Investec Bank Limited
Investor Relations contact:
Tharisa plc
Sherilee Lakmidas
+27 11 996 3538
+27 79 276 2529
slakmidas@tharisa.com
Broker contacts:
Peel Hunt LLP (Joint Broker)
Ross Allister/Chris Burrows
+44 207 7418 8900
BMO Capital Markets Limited (Joint Broker)
Jeffrey Couch/Neil Haycock/Thomas Rider
+44 020 7236 1010
Financial PR contacts:
Bobby Morse/Anna Michniewicz
+44(0) 20 7466 5000
tharisa@buchanan.uk.com