Results of the AGM and dividend conversion rates

RNS Number : 8279Q

Tharisa PLC

23 February 2023

 

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)

[phone]

[phone]

[e-mail]

Financial PR Contacts:

Bobby Morse / Oonagh Reidy

[phone]

[e-mail]

Broker Contacts:

Peel Hunt LLP (UK Joint Broker)

Ross Allister / Georgia Langoulant

[phone]

BMO Capital Markets Limited (UK Joint Broker)

Thomas Rider / Nick Macann

[phone]

Berenberg (UK Joint Broker)

Matthew Armitt / Jennifer Lee / Detlir Elezi

[phone]

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

Carlyle Whittaker

[phone]

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).

 

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