Last checked at 23 Feb 2023 08:00
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, 22 February 2023 (in terms of the notice dispatched on Thursday, 22 December 2022), 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 22 February 2023: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 299 901 330
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: | 210 335 454 | 0 | 210 333 454 | 41 315 |
Adoption of Annual Financial Statements | 100% | 0.00% | 70.13% | 0.01% |
Ordinary resolution 2: | 210 335 454 | 0 | 210 333 454 | 41 315 |
Appointment of Ernst & Young as external auditors | 100% | 0.00% | 70.13% | 0.01% |
Ordinary resolution 3.1: | 209 803 928 | 528 897 | 210 332 825 | 43 944 |
Re-election of Carol Bell as a non-executive director | 99.75% | 0.25% | 70.13% | 0.01% |
Ordinary resolution 3.2: | 210 330 765 | 2 060 | 210 332 825 | 43 944 |
Re-election of Omar Kamal as a non-executive director
| 100% | 0.00% | 70.13% | 0.01% |
Ordinary resolution 3.3: | 210 333 325 | 500 | 210 333 825 | 42 944 |
Re-election of Roger Davey as a non-executive director | 100% | 0.00% | 70.13% | 0.01% |
Ordinary resolution 4: | 135 891 801 | 74 454 653 | 210 346 454 | 30 315 |
Placement of authorised but unissued shares under the directors' control | 64.60% | 35.40% | 70.13% | 0.01% |
Ordinary resolution 5: | 137 199 476 | 73 135 638 | 210 335 114 | 41 655 |
Dis-application of pre-emptive rights | 65.23% | 34.77% | 70.13% | 0.01% |
Ordinary resolution 6: | 174 411 970 | 35 922 644 | 210 334 614 | 42 155 |
General authority to issue shares for cash | 82.92% | 17.08% | 70.13% | 0.01% |
Ordinary resolution 7.1: | 203 426 951 | 6 908 503 | 210 335 454 | 41 315 |
Approval of the Group remuneration policy | 96.72% | 3.28% | 70.13% | 0.01% |
Ordinary resolution 7.2: | 200 975 020 | 9 360 934 | 210 335 954 | 40 815 |
Approval of the Remuneration Implementation Report | 95.55% | 4.45% | 70.13% | 0.01% |
Special resolution 1: | 205 078 694 | 5 258 560 | 210 337 254 | 39 515 |
General authority to repurchase shares | 97.50% | 2.50% | 70.13% | 0.01% |
Ordinary resolution 8: | 208 943 986 | 1 404 268 | 210 348 254 | 28 515 |
Dividend | 99.33% | 0.67% | 70.13% | 0.01% |
Ordinary resolution 9: | 210 334 329 | 2 925 | 210 337 254 | 39 515 |
Directors' authority to implement resolutions | 100% | 0.00% | 70.13% | 0.01% |
Dividend currency conversion rates and timetable
The final dividend of US 4.0 cents per share having been approved by shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid in Sterling (GBP). The dividend will be paid from income reserves and may therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 5 December 2022, being the currency conversion date, are as follows:
Exchange rate | Dividend per share in payment currency | |
South Africa - JSE | ZAR 17.2587/US$ | 69.03480 South African cents per share |
United Kingdom - LSE | GBP 0.81486/US$ | 3.25944 pence per share |
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date | Monday, 5 December 2022 |
Currency conversion rates announced | Thursday, 23 February 2023 |
Last day to trade cum-dividend rights on the JSE | Tuesday, 28 February 2023 |
Last day to trade cum-dividend rights on the LSE | Wednesday, 1 March 2023 |
Shares will trade ex-dividend rights on the JSE from | Wednesday, 1 March 2023 |
Shares will trade ex-dividend rights on the LSE from | Thursday, 2 March 2023 |
Record date for payment on both JSE and LSE | Friday, 3 March 2023 |
Dividend payment date | Wednesday, 15 March 2023 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 1 March 2023 and Friday, 3 March 2023, both days inclusive. No transfers between registers will be permitted between Thursday, 23 February 2023 and Friday, 3 March 2023, 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 69.03480 South African cents per share. Therefore, the net dividend of 55.22784 South African cents per share will be paid after 13.80696 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 69.03480 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 22 February 2023, of which 299 901 330 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
23 February 2023
JSE Sponsor
Investec Bank Limited
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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 / Oonagh Reidy
+44 207 466 5000
tharisa@buchanan.uk.com
Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 7418 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
Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Carlyle Whittaker
+27 11 294 0061
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 mechanised mine has an 18 year pit life and can extend operations underground by at least 40 years. Tharisa also owns Karo Mining Holdings a development stage, 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 is continuing to be net carbon neutral by 2050. Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the Main Board of the London Stock Exchange (LSE: THS).