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
(in relation to shares voted at the meeting)

% of shares voted
(in relation to shares voted at the meeting)

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

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

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:

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

202 190 503

 

99.99%

10 581

 

0.01%

202 201 084

 

66.82%

13 879

 

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

Connect with us on LinkedIn 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

 

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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