REG - Tharisa PLC - Results of AGM and dividend conversion rates
22/02/2024 07:00
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RNS Number : 9893D Tharisa PLC 22 February 2024
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, 21 February 2024 (in terms of the
notice dispatched on Friday, 22 December 2023), 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 21 February 2024: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting:
300 030 151
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: 243 084 964 - 243 084 964 3 000
Adoption of Annual Financial Statements 100% 0.00% 80.33% 0.00%
Ordinary resolution 2: 243 087 964 - 243 084 964 -
Appointment of BDO as external auditors 100% 0.00% 80.33% 0.00%
Ordinary resolution 3.1: 239 865 508 3 219 456 243 084 964 3 000
Election of Hao Chen as a non-executive director 98.68% 1.32% 80.33% 0.00%
Ordinary resolution 3.2: 240 416 937 2 668 027 243 084 964 3 000
Re-election of Shelley Wai Man Lo as a non-executive director 98.90% 1.10% 80.33% 0.00%
Ordinary resolution 4: 170 217 926 72 870 038 243 084 964 -
Placement of authorised but unissued shares under the directors' control 70.02% 29.98% 80.33% 0.00%
Ordinary resolution 5: 169 853 358 73 234 606 243 084 964 -
Dis-application of pre-emptive rights 69.87% 30.13% 80.33% 0.00%
Ordinary resolution 6: 208 744 435 34 340 529 243 084 964 3 000
General authority to issue shares for cash 85.87% 14.13% 80.33% 0.00%
Ordinary resolution 7.1: 237 952 364 5 135 600 243 084 964 -
Approval of the Group remuneration policy 97.89% 2.11% 80.33% 0.00%
Ordinary resolution 7.2: 234 822 913 8 265 051 243 084 964 -
Approval of the Remuneration Implementation Report 96.60% 3.40% 80.33% 0.00%
Special resolution 1: 238 372 132 4 715 832 243 084 964 -
General authority to repurchase shares 98.06% 1.94% 80.33% 0.00%
Ordinary resolution 8: 243 087 964 - 243 084 964 -
Dividend 100% 0.00% 80.33% 0.00%
Ordinary resolution 9: 243 084 964 - 243 084 964 3 000
Directors' authority to implement resolutions 100% 0.00% 80.33% 0.00%
In response to questions raised by shareholders at the Annual General Meeting
and on social and investment chat groups, management responded as follows:
Local communities action plan
During 2023 Tharisa appointed Digby Wells to undertake a Socio-Economic
Baseline study of the Mmaditlokwe and Lapologang communities. This report has
been finalised and is being reviewed by management. Following completion of
which a consultation process and the next steps will be communicated through
the relevant structures.
Tharisa has and will continue to assist the local communities with basic
services (waste collection, sewerage collection, water supply and the
maintenance of roads). In line with our social commitments to our local and
doorstep communities Tharisa will continue it's:
· Local recruitment including a focus on women in mining
· Enterprise development initiatives and business opportunities
· Skills development and training opportunities
· Bursaries for top achievers and
· Portable skills training
Tharisa will continue to monitor it's impacts related to it's mining
activities in line with our Environmental Authorisations, this will include:
· continuous dust suppression and monitoring
· noise monitoring
· water quality monitoring and
· blasting practices
The results will be shared through our current community engagement
structures. Tharisa will further continue research into technologies to
further mitigate the impacts on the receiving environment.
Tharisa's investment in the Karo Platinum Project
The total investment by the Company in acquiring its current 75% shareholding
in Karo Mining Holdings is US$135.3 million, imputing an entry valuation of
US$180.4 million. Karo Mining Holdings has an indirect shareholding of 85%
in Karo Platinum and therefore the entry valuation for Karo Platinum is
US$212.3 million. Karo Platinum is a multi-generational asset and the
valuation is for phase one of the project only. In valuing a long-life asset,
the longer-term sustainable commodity prices are used and not the spot
commodity prices, and it was at the higher longer term analyst price forecasts
that were used in valuing the project.
The recent rights offer undertaken by Karo Mining Holdings raised US$65.0
million. The Company's shareholding in Karo Mining Holdings was 70%. To
follow its rights and maintain its shareholding required the Company to invest
US$45.5 million. The minority shareholder did not follow its rights and
renounced its rights to the Company. The Company followed these rights and,
in so doing, increased its shareholding in Karo Mining Holdings by a further
5% to 75%, at a cost of US$19.5 million. Applying the rights offer
subscription for the additional 5% shareholding imputes a value of US$390.0
million to Karo Mining Holdings and thus US$457.8 million for Karo Platinum.
There are 96 million inferred PGM ounces (on a 6E basis) deriving a value of
US$4.8/oz, which compares favourably to comparable transactions.
Dividend currency conversion rates and timetable
The final dividend of US 2.0 cents per share having been approved by
shareholders, Tharisa advises as follows:
Shareholders on the principal Cyprus register will be paid in USD,
shareholders whose shares are held through Central Securities Depositary
Participants (CSDPs) and brokers and are traded on the JSE will be paid in ZAR
and holders of Depositary Interests traded on the LSE will be paid in GBP. The
dividend will be paid from income reserves and may therefore be subject to
dividend withholding tax depending on the tax residency of the shareholder.
The currency equivalents of the dividend, based on the weighted average of the
South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 14
December 2023, being the currency conversion date, are as follows:
Exchange rate Dividend per share in payment currency
South Africa - JSE ZAR 18.61130/US$ 37.22260 South African cents per share
United Kingdom - LSE GBP 0.79190/US$ 1.58380 pence per share
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date Thursday, 14 December 2023
Currency conversion rates announced Thursday, 22 February 2024
Last day to trade cum-dividend rights on the JSE Tuesday, 27 February 2024
Last day to trade cum-dividend rights on the LSE Wednesday, 28 February 2024
Shares will trade ex-dividend rights on the JSE from Wednesday, 28 February 2024
Shares will trade ex-dividend rights on the LSE from Thursday, 29 February 2024
Record date for payment on both JSE and LSE Friday, 1 March 2024
Dividend payment date Wednesday, 13 March 2024
No dematerialisation or rematerialisation of shares within Strate will be
permitted between Wednesday, 28 February 2024 and Friday, 1 March 2024, both
days inclusive. No transfers between registers will be permitted between
Thursday, 22 February 2024 and Friday, 1 March 2022, 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 37.22260 South
African cents per share. Therefore, the net dividend of 29.77808 South African
cents per share will be paid after 7.44452 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 37.22260 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 21 February
2022, of which 300 030 151 carry voting rights and are eligible to receive
dividends.
Paphos, Cyprus
22 February 2024
JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn
(https://protect-za.mimecast.com/s/Hc4jCJZK7oIYv07fVi1n3?domain=linkedin.com)
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 (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 Tharisa Mine, located in the south-western limb of the
Bushveld Complex, South Africa. The mine has a 13-year open pit life and is
strategically advancing the vast mechanised underground resource which extends
for over 60 years. Tharisa is developing the Karo Platinum Project, a
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 to become net carbon neutral by 2050. As part of this
energy transition, the 40 MW solar project adjacent to the Tharisa Mine is
well advanced. 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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