Last checked at 24 Jan 2019 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, 23 January 2019 (in terms of the notice dispatched on Thursday, 13 December 2018), were passed by the requisite majority, with the exception of Resolution 6 (General authority to issue shares for cash). 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 23 January 2019: 265 000 000
Total number of shares entitled to vote at the Annual General Meeting: 263 806 832
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: | 232 645 345 | 2 600 | 232 647 945 | 1 000 |
Adoption of Annual Financial Statements | 100.00% | 0.00% | 88.19% | 0.00% |
Ordinary resolution 2: | 232 645 345 | 2 600 | 232 647 945 | 1 000 |
Appointment of Ernst & Young as external auditors | 100.00% | 0.00% | 88.19% | 0.00% |
Ordinary resolution 3.1: | 232 645 345 | 2 600 | 232 647 945 | 1 000 |
Election of Zhong Liang Hong as a non-executive director | 100.00% | 0.00% | 88.19% | 0.00% |
Ordinary resolution 3.2: | 226 807 940 | 5 840 005 | 232 647 945 | 1 000 |
Re-election of David Salter as a non-executive director | 97.49% | 2.51% | 88.19% | 0.00% |
Ordinary resolution 3.3: | 214 420 809 | 18 227 136 | 232 647 945 | 1 000 |
Re-election of Antonis Djakouris as a non-executive director | 92.17% | 7.83% | 88.19% | 0.00% |
Ordinary resolution 4: | 158 850 540 | 73 797 405 | 232 647 945 | 1 000 |
Placement of authorised but unissued shares under the directors' control | 68.28% | 31.72% | 88.19% | 0.00% |
Ordinary resolution 5: | 158 850 540 | 73 797 405 | 232 647 945 | 1 000 |
Dis-application of pre-emptive rights | 68.28% | 31.72% | 88.19% | 0.00% |
Ordinary resolution 6: | 158 852 831 | 73 795 114 | 232 647 945 | 1 000 |
General authority to issue shares for cash | 68.28% | 31.72% | 88.19% | 0.00% |
Ordinary resolution 7.1: | 209 246 747 | 23 401 198 | 232 647 945 | 1 000 |
Approval of the Group remuneration policy | 89.94% | 10.06% | 88.19% | 0.00% |
Ordinary resolution 7.2: | 209 244 456 | 23 401 198 | 232 645 654 | 3 291 |
Approval of the Remuneration Implementation Report | 89.94% | 10.06% | 88.19% | 0.00% |
Special resolution 1: | 204 575 134 | 28 072 811 | 232 647 945 | 1 000 |
General authority to repurchase shares | 87.93% | 12.07% | 88.19% | 0.00% |
Ordinary resolution 8: | 232 645 345 | 2 600 | 232 647 945 | 1 000 |
Dividend | 100.00% | 0.00% | 88.19% | 0.00% |
Ordinary resolution 8: | 232 645 345 | 2 600 | 232 647 945 | 1 000 |
Directors' authority to implement resolutions | 100.00% | 0.00% | 88.19% | 0.00% |
Dividend currency conversion rates and timetable
The final dividend of US$ 2 cents per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid in Sterling (GBP). The dividend will be paid from income reserves.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 28 November 2018, being the currency conversion date, are as follows:
Exchange rate | Dividend per share in payment currency | |
South Africa - JSE | ZAR 13.9723/US$ | 27.9446 South African cents per share |
United Kingdom - LSE | GBP 0.7847/US$ | 1.5695 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Wednesday, 28 November 2018 |
Currency conversion rates announced | Thursday, 24 January 2019 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 12 February 2019 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 13 February 2019 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 13 February 2019 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 14 February 2019 |
Record date for payment on both JSE and LSE | Friday, 15 February 2019 |
Dividend payment date | Wednesday, 27 February 2019 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 13 February 2019 and Friday, 15 February 2019, both days inclusive. No transfers between registers will be permitted between Thursday, 24 January 2019 and Friday, 15 February 2019, 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 27.9446 South African cents per share. Therefore, the net dividend of 22.35568 South African cents per share will be paid after 5.58892 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 27.9446 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 265 000 000 ordinary shares in issue on 23 January 2019, of which 263 806 832 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
24 January 2019
JSE Sponsor
Investec Bank Limited
Financial PR contacts:
Bobby Morse / Augustine Chipungu
+44(0) 20 7466 5000
tharisa@buchanan.uk.com
Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / James Bavister / David McKeown
+44 207 7418 8900
BMO Capital Markets Limited (UK Joint Broker)
Jeffrey Couch / Thomas Rider
+44 020 7236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Sara MacGrath
+44 20 3207 7800
Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath / Reginald Demana
+27 11 295 6575
Investor relations contacts:
Daniel Thole/Ilja Graulich
+27 61 400 2939/+27 83 604 0820