Last checked at 22 Feb 2024 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 the 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, 21 February 2024 (in terms of the notice dispatched on Friday, 22 December 2023), 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 21 February 2024: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 300 030 151
Resolution | For | Against | Total shares voted in person or by proxy | Abstained |
Shares | Shares | Shares | Shares | |
% of shares voted(in relation to shares voted at the meeting) | % of shares voted(in relation to shares voted at the meeting) | % of shares entitled to vote (in relation to total issued share capital) | % of shares entitled to vote (in relation to total issued share capital) | |
Ordinary resolution 1: | 243 084 964 | - | 243 084 964 | 3 000 |
Adoption of Annual Financial Statements | 100% | 0.00% | 80.33% | 0.00% |
Ordinary resolution 2: | 243 087 964 | - | 243 084 964 | - |
Appointment of BDO as external auditors | 100% | 0.00% | 80.33% | 0.00% |
Ordinary resolution 3.1: | 239 865 508 | 3 219 456 | 243 084 964 | 3 000 |
Election of Hao Chen as a non-executive director | 98.68% | 1.32% | 80.33% | 0.00% |
Ordinary resolution 3.2: | 240 416 937 | 2 668 027 | 243 084 964 | 3 000 |
Re-election of Shelley Wai Man Lo as a non-executive director | 98.90% | 1.10% | 80.33% | 0.00% |
Ordinary resolution 4: | 170 217 926 | 72 870 038 | 243 084 964 | - |
Placement of authorised but unissued shares under the directors' control | 70.02% | 29.98% | 80.33% | 0.00% |
Ordinary resolution 5: | 169 853 358 | 73 234 606 | 243 084 964 | - |
Dis-application of pre-emptive rights | 69.87% | 30.13% | 80.33% | 0.00% |
Ordinary resolution 6: | 208 744 435 | 34 340 529 | 243 084 964 | 3 000 |
General authority to issue shares for cash | 85.87% | 14.13% | 80.33% | 0.00% |
Ordinary resolution 7.1: | 237 952 364 | 5 135 600 | 243 084 964 | - |
Approval of the Group remuneration policy | 97.89% | 2.11% | 80.33% | 0.00% |
Ordinary resolution 7.2: | 234 822 913 | 8 265 051 | 243 084 964 | - |
Approval of the Remuneration Implementation Report | 96.60% | 3.40% | 80.33% | 0.00% |
Special resolution 1: | 238 372 132 | 4 715 832 | 243 084 964 | - |
General authority to repurchase shares | 98.06% | 1.94% | 80.33% | 0.00% |
Ordinary resolution 8: | 243 087 964 | - | 243 084 964 | - |
Dividend | 100% | 0.00% | 80.33% | 0.00% |
Ordinary resolution 9: | 243 084 964 | - | 243 084 964 | 3 000 |
Directors' authority to implement resolutions | 100% | 0.00% | 80.33% | 0.00% |
In response to questions raised by shareholders at the Annual General Meeting and on social and investment chat groups, management responded as follows:
Local communities action plan
During 2023 Tharisa appointed Digby Wells to undertake a Socio-Economic Baseline study of the Mmaditlokwe and Lapologang communities. This report has been finalised and is being reviewed by management. Following completion of which a consultation process and the next steps will be communicated through the relevant structures.
Tharisa has and will continue to assist the local communities with basic services (waste collection, sewerage collection, water supply and the maintenance of roads). In line with our social commitments to our local and doorstep communities Tharisa will continue it's:
· Local recruitment including a focus on women in mining
· Enterprise development initiatives and business opportunities
· Skills development and training opportunities
· Bursaries for top achievers and
· Portable skills training
Tharisa will continue to monitor it's impacts related to it's mining activities in line with our Environmental Authorisations, this will include:
· continuous dust suppression and monitoring
· noise monitoring
· water quality monitoring and
· blasting practices
The results will be shared through our current community engagement structures. Tharisa will further continue research into technologies to further mitigate the impacts on the receiving environment.
Tharisa's investment in the Karo Platinum Project
The total investment by the Company in acquiring its current 75% shareholding in Karo Mining Holdings is US$135.3 million, imputing an entry valuation of US$180.4 million. Karo Mining Holdings has an indirect shareholding of 85% in Karo Platinum and therefore the entry valuation for Karo Platinum is US$212.3 million. Karo Platinum is a multi-generational asset and the valuation is for phase one of the project only. In valuing a long-life asset, the longer-term sustainable commodity prices are used and not the spot commodity prices, and it was at the higher longer term analyst price forecasts that were used in valuing the project.
The recent rights offer undertaken by Karo Mining Holdings raised US$65.0 million. The Company's shareholding in Karo Mining Holdings was 70%. To follow its rights and maintain its shareholding required the Company to invest US$45.5 million. The minority shareholder did not follow its rights and renounced its rights to the Company. The Company followed these rights and, in so doing, increased its shareholding in Karo Mining Holdings by a further 5% to 75%, at a cost of US$19.5 million. Applying the rights offer subscription for the additional 5% shareholding imputes a value of US$390.0 million to Karo Mining Holdings and thus US$457.8 million for Karo Platinum.
There are 96 million inferred PGM ounces (on a 6E basis) deriving a value of US$4.8/oz, which compares favourably to comparable transactions.
Dividend currency conversion rates and timetable
The final dividend of US 2.0 cents per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in USD, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in ZAR and holders of Depositary Interests traded on the LSE will be paid in GBP. The dividend will be paid from income reserves and may therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 14 December 2023, being the currency conversion date, are as follows:
Exchange rate | Dividend per share in payment currency | |
South Africa - JSE | ZAR 18.61130/US$ | 37.22260 South African cents per share |
United Kingdom - LSE | GBP 0.79190/US$ | 1.58380 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Thursday, 14 December 2023 |
Currency conversion rates announced | Thursday, 22 February 2024 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 27 February 2024 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 28 February 2024 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 28 February 2024 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 29 February 2024 |
Record date for payment on both JSE and LSE | Friday, 1 March 2024 |
Dividend payment date | Wednesday, 13 March 2024 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 28 February 2024 and Friday, 1 March 2024, both days inclusive. No transfers between registers will be permitted between Thursday, 22 February 2024 and Friday, 1 March 2022, 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 37.22260 South African cents per share. Therefore, the net dividend of 29.77808 South African cents per share will be paid after 7.44452 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 37.22260 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 302 596 743 ordinary shares in issue on 21 February 2022, of which 300 030 151 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
22 February 2024
JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn 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
Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Nick Macann
+44 207 236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Lee / Detlir Elezi
+44 203 207 7800
About Tharisa
Tharisa is an integrated resource group critical to the energy transition and decarbonisation of economies. It incorporates exploration, mining, processing and the beneficiation, marketing, sales, and logistics of PGMs and chrome concentrates, using innovation and technology as enablers. Its principal operating asset is the Tharisa Mine, located in the south-western limb of the Bushveld Complex, South Africa. The mine has a 13-year open pit life and is strategically advancing the vast mechanised underground resource which extends for over 60 years. Tharisa is developing the Karo Platinum Project, a low-cost, open-pit PGM asset located on the Great Dyke in Zimbabwe. The Company is committed to reducing its carbon emissions by 30% by 2030 and the development of a roadmap to become net carbon neutral by 2050. As part of this energy transition, the 40 MW solar project adjacent to the Tharisa Mine is well advanced. Redox One is accelerating the development of a proprietary iron chromium redox flow long duration battery utilising the commodities we mine. Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the Main Board of the London Stock Exchange (LSE: THS).