Results of AGM and dividend conversion rate

RNS Number : 9162N

Tharisa PLC

24 January 2019

 

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

[phone]

[e-mail] 

Broker contacts:

Peel Hunt LLP (UK Joint Broker)

Ross Allister / James Bavister / David McKeown

[phone]

BMO Capital Markets Limited (UK Joint Broker)

Jeffrey Couch / Thomas Rider

[phone]

Berenberg (UK Joint Broker)                                                      

Matthew Armitt / Sara MacGrath

[phone]

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)

Shabbir Norath / Reginald Demana

[phone]

Investor relations contacts:

Daniel Thole/Ilja Graulich

[phone]/[phone]

 

END

 

 

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