REG - Tharisa PLC - Results of the AGM and dividend conversion rates

TharisaAnnouncement

23/02/2023 08:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230223:nRSW8279Qa&default-theme=true

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
(https://protect-za.mimecast.com/s/Hc4jCJZK7oIYv07fVi1n3?domain=linkedin.com)
and Twitter
(https://protect-za.mimecast.com/s/hll5CKO75pfnN3jUvSAEZ?domain=twitter.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)

 

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).

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  AGMTJMRTMTTTMMJ