REG - Thungela Resources - Dividend Declaration

Thungela ResourcesAnnouncement

18/03/2024 07:15

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RNS Number : 1433H  Thungela Resources Limited  18 March 2024

THUNGELA RESOURCES LIMITED

(Incorporated in the Republic of South Africa)

Registration number: 2021/303811/06

JSE Share Code: TGA

LSE Share Code: TGA

ISIN: ZAE000296554

Tax number: 9111917259

('Thungela' or the 'Company' and, together with its affiliates, the 'Group')

 

FINAL ORDINARY CASH DIVIDEND DECLARATION AND SHARE REPURCHASES

 

Share repurchases

The Group will implement share repurchases (share buyback), subject to market
conditions, in the period commencing 19 March 2024 and, unless revised or
terminated earlier, ending 3 June 2024, being the last trading day prior to
the Group's next annual general meeting ("AGM") which will take place on
4 June 2024. The aggregate purchase price of all shares repurchased will be
no greater than R500 million.

 

The repurchase of Thungela shares will take place on the Johannesburg Stock
Exchange ("JSE") through the order book operated by the JSE trading system and
is being undertaken pursuant to the general authority from Thungela
shareholders by way of a shareholders' special resolution passed at the
Company's AGM on 31 May 2023, allowing the Group to repurchase up to 10% of
the issued share capital of the Company in any one financial year, subject to
certain limitations ("Authority"). The repurchases will be made by Thungela
Operations Proprietary Limited (a subsidiary of the Group).

 

Pursuant to the JSE Listings Requirements, the maximum price which may be paid
for any repurchase under the Authority may not exceed a price which is 10%
above the volume weighted average trading price of the shares on the JSE for
the five business days immediately preceding the date of such repurchase.

 

In compliance with paragraph 11.27 of the JSE Listings Requirements, the Group
will announce when share repurchases cumulatively reach 3% of the number of
shares in issue as at the date of the Authority, and any 3% increments
thereafter.

 

Final ordinary cash dividend declaration

The Thungela board of directors approved the declaration of a final gross
ordinary cash dividend of 1,000.00 cents per share (South African rand). The
dividend has been declared from retained earnings accrued during the year
ended 31 December 2023. The Company's issued share capital at the declaration
date is 140,492,585 ordinary shares.

The salient dates pertaining to the cash dividend are as follows:

                                                                               JSE                       LSE
 Declaration of ordinary cash dividend and currency conversion rate announced  Monday, 18 March 2024     Monday, 18 March 2024
 Last day for trading to qualify and participate in the dividend               Tuesday, 16 April 2024    Wednesday, 17 April 2024
 Trading ex-dividend commences                                                 Wednesday, 17 April 2024  Thursday, 18 April 2024
 Record date to participate in the dividend                                    Friday, 19 April 2024     Friday, 19 April 2024
 Payment date to shareholders                                                  Monday, 22 April 2024     Tuesday, 7 May 2024

 

No transfers of shareholdings to and from the South African or the United
Kingdom (UK) register will be permitted between Tuesday, 16 April 2024 and
Friday, 19 April 2024 (both dates inclusive). Share certificates may not be
dematerialised or rematerialised between Wednesday, 17 April 2024 and Friday,
19 April 2024 (both dates inclusive). Any changes to the dividend instructions
and timetable will be announced on SENS and RNS.

The salient dates have been set as above in order to allow non-South African
resident shareholders sufficient time to apply for a reduced rate of dividend
withholding tax in the event that they may qualify for this.

The dividend is payable in South African rand to shareholders recorded as such
on the register on the record date and whose shares are held through Central
Securities Participants and brokers traded on the JSE.

Shareholders on the UK register of members will be paid in Pound sterling. The
Pound sterling cash equivalent will be calculated using the following exchange
rate: GBP1:ZAR23.91378, being the 5-day (business days) average GBP:ZAR
exchange rate (as quoted by Bloomberg) up to Thursday, 14 March 2024.

Shareholders are encouraged to ensure that their bank mandates or
international payment instructions have been recorded by their service
provider or registrars before the last day to trade for this dividend.
Electronic payments ensure more efficient and timely payment. It should be
noted that cheques are no longer permitted to be issued or processed by South
African banks; in the UK, registrars will still issue and post cheques in the
absence of specific mandates or payment instructions.

 

 

 

 

Tax treatment for shareholders on the South African register

The dividend will have no tax consequences for Thungela but will be subject to
20% withholding tax for shareholders who are not exempt from dividends tax, or
who do not qualify for a reduced rate of withholding tax in terms of any
applicable agreement for the avoidance of double taxation (DTA) concluded
between South Africa and the country of residence of the shareholder.

Should dividend withholding tax be withheld at a rate of 20%, the net dividend
amount due to shareholders is 800.00 cents per share (South African rand) -
1,000.00 cents gross dividend per share less 200.00 cents dividend withholding
tax per share.

 

Tax treatment for shareholders on the UK register

Thungela has retained Computershare UK as intermediary to receive and process
the relevant prescribed declarations and forms as set out below. Any reference
below to documentation which is required to be submitted to Thungela, should
therefore be submitted to Computershare UK.

Non-South African tax resident shareholders will be paid the dividend subject
to 20% withholding tax for shareholders. Certain non-South African tax
resident shareholders may, however, be entitled to a reduced rate of dividends
tax due to the provisions of an applicable tax treaty.

Shareholders who qualify for an exemption from dividends tax in terms of
section 64F of the South African Income Tax Act 58 of 1962 must provide:

•     A declaration that the dividend is exempt from dividends tax.

•     A written undertaking to inform the regulated intermediary should
the circumstances affecting the exemption change or the beneficial owner cease
to be the beneficial owner, both in the form prescribed by the Commissioner
for the South African Revenue Service to the regulated intermediary prior to
the required date in order to benefit from the exemption. The prescribed form
has been transposed onto the Computershare UK format.

 

Shareholders on the UK register will be sent the required documentation for
completion and return to Computershare UK. Qualifying shareholders on the UK
register are advised to arrange for the above mentioned documents to be
submitted to Computershare UK by Friday, 19 April 2024.

Should dividend withholding tax be withheld at a rate of 20%, the net dividend
amount due to shareholders is 33.46 pence per share (Pound sterling) - 41.82
pence gross dividend per share less 8.36 pence dividend withholding tax
per share.

 

By order of the board

Date of SENS release: 18 March 2024

DISCLAIMER

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the market abuse regulation
(EU) no. 596/2014 as amended by the market abuse (amendment) (UK mar)
regulations 2019. Upon the publication of this announcement via the regulatory
information service, this inside information is now considered to be in the
public domain.

 

Transfer secretaries (UK)

Computershare Investor Services

Email: WebCorres@computershare.co.uk

 

Transfer secretaries (South Africa)

Computershare Investor Services Proprietary Limited

Email: Web.Queries@computershare.co.za

 

Investor relations

Hugo Nunes

Email: hugo.nunes@thungela.com

 

Shreshini Singh

Email: shreshini.singh@thungela.com

 

 

Media contact

Hulisani Rasivhaga

Email: hulisani.rasivhaga@thungela.com
(mailto:hulisani.rasivhaga@thungela.com)

 

UK Financial adviser and corporate broker

Liberum Capital Limited

Tel: +44 20 3100 2000

 

Sponsor

Rand Merchant Bank

(A division of FirstRand Bank Limited)

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