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

Connect with us on LinkedIn and Twitter 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

 

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).

 

 

 

 

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