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THARISA PLC - Statement by the Executive Chairman, results of the Annual General Meeting and Dividend conversion rates

Release Date: 11/02/2021 07:05
Code(s): THA     PDF:  
Wrap Text
Statement by the Executive Chairman, results of the Annual General Meeting and Dividend conversion
rates

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')



Statement by the Executive Chairman, results of the Annual General Meeting and dividend conversion
rates and timetable

“Dear Stakeholder

I welcome you to this, our 7th Annual General Meeting as a listed entity on the Johannesburg Stock
Exchange and our 5th as a listed company on the London Stock Exchange.

It is still hard to believe what a year we have had since our last Annual General Meeting, with the impact
of the COVID-19 pandemic firmly entrenched across all sectors of society and the economy. Our
condolences go to those who have lost their lives, including two of our colleagues, but we place great
hope in the advances science has made in finding a vaccine for this pandemic and we have seen the rollout
begin in earnest in a number of countries.

We are extremely proud as a company to have weathered the COVID-19 storm as well as we have, and
our exceptional safety record, details of which we spoke about in our integrated report posted just before
Christmas.

Coupled with the safety performance, was our standout conduct in both mining and processing, where
the tough decisions we took over a year ago are bearing fruit, not only in the past financial year, but also
in the first quarter of this new financial year, details of which we reported on in early January, placing us
on track to meet our production guidance for the year. Nothing since then has given rise to us changing
our confidence.

Demand for our commodities remains extremely robust and with industry leading exposure to the PGM
basket price, we remain confident that the operational performance will translate into healthy financial
results, as was already evidenced at last year’s results. Pleasing too, is the strong increase in prices for
metallurgical chrome, whose price was lagging those of other steel commodities.

Disappointingly, the South African government has not made any further public comments on the
proposed export tax for chrome. Tharisa remains a key player in the industry body known as Chrome SA,
where, together with some of the other major players in the chrome market, we remain steadfast in our
view that the proposed tax benefits are far outweighed by the risk, as demonstrated by independent third
party analysis, possibly breaching global trade regulations in the process. This proposed tax will not
provide lasting or coherent support to the ferrochrome industry and the only sustainable and viable aid
to this downstream industry is subsidised electricity pricing, and as such, we will defend our industry
position.

Tharisa is on a firm, strong footing and we would like to thank you, the stakeholders, once again for your
support and look forward to updating you throughout the year.

LC Pouroulis, Executive Chairman”

Results of the Annual General Meeting

Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders
held on Wednesday, 10 February 2021 (in terms of the notice dispatched on Friday, 18 December 2020),
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 10 February 2021: 275 000 000
Total number of shares entitled to vote at the Annual General Meeting: 268 665 480


                                                                        Total shares
  Resolution                           For              Against        voted in person       Abstained
                                                                         or by proxy
                                     Shares             Shares              Shares             Shares
                                   % of shares        % of shares        % of shares        % of shares
                                     voted              voted          entitled to vote   entitled to vote
Ordinary resolution 1:            236 134 501              0             236 134 501           11 932
Adoption of Annual
Financial Statements                   100%               0.00%             87.89%              0.00%

Ordinary resolution 2:            236 134 501              0             236 134 501           11 932
Appointment of Ernst &
Young as external auditors             100%               0.00%            87.89%              0.00%

Ordinary resolution 3.1:          236 134 501              0             236 134 501           11 932
Re-election of Roger
Davey as a non-executive               100%               0.00%            87.89%              0.00%
director
Ordinary resolution 3.2:          225 790 777         10 343 724         236 134 501           11 932
Re-election of Zhong Liang
Hong as a non-executive              95.62%              4.38%             87.89%              0.00%
director
Ordinary resolution 3.3:
Election of Vaneese Wing
Ye Chu as a non-executive                                   Withdrawn
director


Ordinary resolution 4:           162 285 046         73 849 455        236 134 501            11 932
Placement of authorised
but unissued shares under          68.73%              31.27%            87.89%               0.00%
the directors’ control
Ordinary resolution 5:           162 281 606         73 852 895        236 134 501            11 932
Dis-application of pre-
emptive rights                     68.72%              31.28%            87.89%               0.00%

Ordinary resolution 6:           202 833 287         33 301 214        236 134 501            11 932
General authority to issue
shares for cash                     85.90%             14.10%            87.89%               0.00%

Ordinary resolution 7.1:         236 132 941           1 560           236 134 501            11 932
Approval of the Group
remuneration policy                  100%              0.00%             87.89%               0.00%

Ordinary resolution 7.2:         214 515 279        21 619 222         236 134 501            11 932
Approval of the
Remuneration                       90.84%              9.16%             87.89%               0.00%
Implementation Report
Ordinary resolution 8:           199 230 161        33 245 833         232 475 994          3 670 439
Approval and adoption of
the 2021 LTIP                      85.70%             14.30%             86.53%               1.37%

Special resolution 1:             20 288 668        33 245 833         236 134 501           11 932
General authority to
repurchase shares                  85.92%             14.08%             87.89%               0.00%

Ordinary resolution 9:           236 134 501             0             236 134 501            11 932
Dividend                           100%                0.00%             87.89%               0.00%

Ordinary resolution 10:          236 134 501             0             236 134 501            11 932
Directors’ authority to
implement resolutions               100%                0.00%            87.89%               0.00%
  



Dividend currency conversion rates and timetable

The final dividend of US 3.50 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 27 November 2020, being the currency conversion
date, are as follows:

                            Exchange rate           Dividend per share in payment currency

 South Africa - JSE         ZAR 15.1929/US$         53.17515 South African cents per share

 United Kingdom - LSE       GBP 0.74867/US$         2.62034 pence per share




The timetable for payment of the dividend is as follows:

 Declaration and currency conversion date                                  Friday, 27 November 2020

 Currency conversion rates announced                                     Thursday, 11 February 2021

 Last day to trade cum-dividend rights on the JSE                         Tuesday, 23 February 2021

 Last day to trade cum-dividend rights on the LSE                       Wednesday, 24 February 2021
 Shares will trade ex-dividend rights on the JSE from                   Wednesday, 24 February 2021

 Shares will trade ex-dividend rights on the LSE from                    Thursday, 25 February 2021

 Record date for payment on both JSE and LSE                               Friday, 26 February 2021

 Dividend payment date                                                     Wednesday, 10 March 2021


No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday,
24 February 2021 and Friday, 26 February 2021, both days inclusive. No transfers between registers will
be permitted between Thursday, 11 February 2021 and Friday, 26 February 2021, 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 53.17515 South African cents per share. Therefore, the net dividend of 42.54012 South African
cents per share will be paid after 10.63503 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 53.17515 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 275 000 000 ordinary shares in issue on 10 February 2021, of which 268 665 480
carry voting rights and are eligible to receive dividends.

Paphos, Cyprus
11 February 2021

JSE Sponsor
Investec Bank Limited

Connect with us on LinkedIn and Twitter 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

Financial PR contacts:
Bobby Morse / Augustine Chipungu / James Husband
+44 207 466 5000
tharisa@buchanan.uk.com

Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / David McKeown / Alexander Allen
+44 207 7418 8900

BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Pascal Lussier Duquette / Nick Macann
+44 207 236 1010

Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Wyllie / Detlir Elezi
+44 203 207 7800

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath
+27 11 295 6575

About Tharisa

Tharisa is an integrated resource group incorporating mining, processing, exploration and the
beneficiation, marketing, sales and logistics of PGMs and chrome concentrates. Its principle asset is the
Tharisa Mine located in the South-Western Limb of the Bushveld complex, South Africa. The open pit,
mechanised mine has a 14-year open pit life of mine (LOM) and the ability to extend operations
underground by at least 40 years. Tharisa is listed on the Johannesburg Stock Exchange (JSE: THA) and the
Main Market of the London Stock Exchange (LSE: THS).

Date: 11-02-2021 07:05:00
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