REG - Tharisa PLC - Result of AGM and dividend conversion rates

TharisaAnnouncement

20/02/2025 07:15

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RNS Number : 7447X  Tharisa PLC  20 February 2025

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')

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, 19 February 2025 (in terms of the
notice dispatched on Friday, 20 December 2024), 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 19 February 2025: 302 596 743

Total number of shares entitled to vote at the Annual General Meeting:
297 245 854

 

 

 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 (in relation to total issued share capital)  % of shares entitled to vote (in relation to total issued share capital)

(in relation to shares voted at the meeting)
(in relation to shares voted at the meeting)
 Ordinary resolution 1:                                                    202 193 882                                    7 202                                          202 201 084                                                               13 879
 Adoption of Annual Financial Statements                                   100%                                           0.00%                                          66.82%                                                                    0.00%
 Ordinary resolution 2:                                                    202 185 769                                    12 912                                         202 198 681                                                               16 282
 Re-appointment of BDO as external auditors                                99.99%                                         0.01%                                          66.82%                                                                    0.01%
 Ordinary resolution 3.1:                                                  202 161 564                                    38 310                                         202 199 874                                                               15 089
 Election of Gloria Zvaravanhu as a non-executive director                 99.98%                                         0.02%                                          66.82%                                                                    0.00%
 Ordinary resolution 3.2:                                                  200 759 236                                    1 441 848                                      202 201 084                                                               13 879
 Re-election of David Salter as a non-executive director                   99.29%                                         0.71%                                          66.82%                                                                    0.00%
 Ordinary resolution 3.3:                                                  202 190 503                                    10 581                                         202 201 084                                                               13 879

 Re-election of Carol Bell as a non-executive director

                                                                           99.99%                                         0.01%                                          66.82%                                                                    0.00%
 Ordinary resolution 4:                                                    192 490 101                                    9 710 983                                      202 201 084                                                               13 879
 Placement of authorised but unissued shares under the directors' control  95.20%                                         4.80%                                          66.82%                                                                    0.00%
 Ordinary resolution 5:                                                    195 969 217                                    6 231 867                                      202 201 084                                                               13 879
 Dis-application of pre-emptive rights                                     96.92%                                         3.08%                                          66.82%                                                                    0.00%
 Ordinary resolution 6:                                                    192 480 013                                    9 722 563                                      202 202 576                                                               12 387
 General authority to issue shares for cash                                95.19%                                         4.81%                                          66.82%                                                                    0.00%
 Ordinary resolution 7.1:                                                  196 627 999                                    5 572 246                                      202 200 245                                                               14 718
 Approval of the Group remuneration policy                                 97.24%                                         2.76%                                          66.82%                                                                    0.00%
 Ordinary resolution 7.2:                                                  196 627 999                                    5 574 577                                      202 202 576                                                               12 387
 Approval of the Remuneration Implementation Report                        97.24%                                         2.76%                                          66.82%                                                                    0.00%
 Special resolution 1:                                                     198 191 765                                    4 020 748                                      202 212 513                                                               2 450
 General authority to repurchase shares                                    98.01%                                         1.99%                                          66.83%                                                                    0.00%
 Ordinary resolution 8:                                                    202 191 995                                    10 581                                         202 202 576                                                               12 387
 Final dividend                                                            99.99%                                         0.01%                                          66.82%                                                                    0.00%
 Ordinary resolution 9:                                                    202 188 172                                    12 912                                         202 201 084                                                               13 879
 Directors' authority to implement resolutions                             99.99%                                         0.01%                                          66.82%                                                                    0.00%

 

Dividend currency conversion rates and timetable

The final dividend of US 3.0 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 28
November 2024, being the currency conversion date, are as follows:

                       Exchange rate     Dividend per share in payment currency
 South Africa - JSE    ZAR 18.25060/US$  54.75180 South African cents per share
 United Kingdom - LSE  GBP 0.79051/US$   2.37154 pence per share

 

The timetable for payment of the dividend is as follows:

 Declaration and currency conversion date              Thursday, 28 November 2024
 Currency conversion rates announced                   Thursday, 20 February 2025
 Last day to trade cum-dividend rights on the JSE      Tuesday, 25 February 2025
 Last day to trade cum-dividend rights on the LSE      Wednesday, 26 February 2025
 Shares will trade ex-dividend rights on the JSE from  Wednesday, 26 February 2025
 Shares will trade ex-dividend rights on the LSE from  Thursday, 27 February 2025
 Record date for payment on both JSE and LSE           Friday, 28 February 2025
 Dividend payment date                                 Wednesday, 12 March 2025

 

No dematerialisation or rematerialisation of shares within Strate will be
permitted between Wednesday, 26 February 2025 and Friday, 28 February 2025,
both days inclusive. No transfers between registers will be permitted between
Thursday, 20 February 2025 and Friday, 28 February 2025, 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 54.75180 South
African cents per share. Therefore, the net dividend of 43.80144 South African
cents per share will be paid after 10.95036 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 54.75180 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 Listings Requirements

Tharisa has a total of 302 596 743 ordinary shares in issue on 19 February
2024, of which 297 245 854 carry voting rights and are eligible to receive
dividends.

Paphos, Cyprus

20 February 2025

 

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 (mailto: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 multi-generational Tharisa Mine, located in the
south-western limb of the Bushveld Complex, South Africa. Tharisa is also
developing the Karo Platinum Project, a low-cost, open-pit PGM asset located
on the Great Dyke in Zimbabwe, while simultaneously focusing on beneficiation
in the form of chrome and PGM alloys. A 15-year Power Purchase Agreement with
Etana for the procurement of wheeled renewable energy and a 40 MW solar
project under construction will ensure that Tharisa Minerals' drive to reduce
its carbon footprint by 30% by 2030 is well within reach, forming a major part
of a roadmap to become net carbon neutral by 2050. 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).

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