REG - Tharisa PLC - US$5.0 million General Share Repurchase

TharisaAnnouncement

30/05/2025 07:00

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RNS Number : 6349K  Tharisa PLC  30 May 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' or the 'Company')

 

US$5 MILLION GENERAL SHARE REPURCHASE

 

At the Annual General Meeting ('AGM') of Tharisa held on 19 February 2025,
shareholders approved a special resolution authorising the Company to
undertake a general repurchase of ordinary shares up to 10% of the 302 596 743
ordinary shares in issue at the date of the AGM.

Tharisa is dual listed on the Johannesburg and London stock exchanges.

The Board believes that the Company's shares are trading at a significant
discount, with recent results having been negatively impacted by the global
commodity pricing environment, geo-political events and market volatility
arising from the trade policies of the USA, while not reflecting the strong
company fundamentals and its growth prospects.

The Company has appointed Peel Hunt LLP ('Peel Hunt') to manage and carry out
on-market purchases of ordinary shares as principal on both the Johannesburg
and London stock exchanges, up to a maximum amount of US$5.0 million (the
'Repurchase Programme') (excluding associated expenses).

Tharisa is committed to capital discipline and believes that a share
repurchase at its current valuation supports this.

Michael Jones, CFO of Tharisa, commented:

'We have maintained our strict capital discipline throughout the commodity
cycles and believe it is opportune to allocate capital to a measured share
repurchase programme to the benefit of our shareholders while providing for
the multiple demands on our capital. The repurchase reflects our confidence in
the prospects for our company.'

The following highlights key pricing and regulatory aspects of the Repurchase
Programme:

·    The period during which purchases may be made is from 2 June 2025
until the earliest of
(i) 18 February 2026; (ii) such time as the maximum amount has been spent (or
permitted number of shares purchased); and (iii) on instruction from the
Company.

·    The Repurchase Programme will include trading during prohibited
periods (as defined in paragraph 3.67 of the JSE Listings Requirements), with
Peel Hunt having been granted the authority to enact purchases and make
trading decisions concerning the timing of purchases under the Repurchase
Programme independently of the Company. Purchases may therefore continue
during any prohibited periods of the Company. During such prohibited period,
the Company may not change the terms of the agreement entered into with Peel
Hunt in relation to the Repurchase Programme.

·    In determining the price at which the Company's ordinary shares are
acquired by the Company in terms of this general authority, the maximum
premium and/or discount at which such ordinary shares may be acquired shall
not exceed the lesser of (i) 5% of the weighted average of the market price at
which such ordinary shares are traded on the Johannesburg Stock Exchange ('the
JSE') as determined over the five business days immediately preceding the date
of the repurchase of such ordinary shares by the Company; and (ii) the price
quoted for the last independent trade of, or the highest current independent
bid for any number of shares on the JSE where the repurchase is carried out.

·    The Company will not seek to rely on the safe harbour conditions for
trading set out in Article 3(2) and Article 3(3) of the buy-back technical
standards (Commission Delegated Regulation (EU) 2016/1052) as incorporated
into UK domestic law by virtue of the European Union (Withdrawal) Act 2018,
given the limited liquidity in the Company's ordinary shares and limitations
that the conditions would impose on the number of ordinary shares that can be
purchased. The Repurchase Programme will be conducted within the UK Financial
Conduct Authority's guidance permitting a company to buy up to 50% of the
20-day average volume of shares traded on the trading venue where the purchase
was carried out.

·    There is no guarantee that the Repurchase Programme will be
implemented in full or that any repurchases will be made.

·    Repurchased shares may be held in treasury for a period not exceeding
two calendar years from the repurchase date and, if not issued during that
period, they are required to be cancelled.

·    Details of any and all purchases made under the Repurchase Programme
will be provided via SENS/RNS announcements and published in the regulatory
news section of the Company's website.

 

 

Paphos, Cyprus

30 May 2025

 

 

 

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 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 tier-one 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 for the
procurement of wheeled renewable energy and a 40 MW solar project 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
has an Equity Shares (Transition) Category listing on the London Stock
Exchange (LSE: THS).

 

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