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Tharisa PLC   -  THS   

Result of AGM and dividend conversion rates

Released 07:00 30-Jan-2020

RNS Number : 3208B
Tharisa PLC
30 January 2020
 

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 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, 29 January 2020 (in terms of the notice dispatched on Thursday, 19 December 2019), 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 29 January 2020: 270 000 000

Total number of shares entitled to vote at the Annual General Meeting: 266 610 322

 

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:

236 000 059

41

236 000 100

1 000

Adoption of Annual Financial Statements

100%

0.00%

88.52%

0.00%

Ordinary resolution 2:

236 000 059

41

236 000 100

1 000

Appointment of Ernst & Young as external auditors

100%

0.00%

88.52%

0.00%

Ordinary resolution 3.1:

223 666 686

1 601

223 668 287

12 332 813

Re-election of Omar Kamal as a non-executive director

100%

0.00%

83.89%

4.63%

Ordinary resolution 3.2:

231 150 558

4 105 646

235 256 204

744 896

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

98.25%

1.75%

88.24%

0.28%

Ordinary resolution 4:

162 207 586

73 792 514

236 000 100

1 000

Placement of authorised but unissued shares under the directors' control

 

68.73%

31.27%

88.52%

0.00%

Ordinary resolution 5:

162 207 586

73 792 514

236 000 100

1 000

Dis-application of pre-emptive rights

68.73%

31.27%

88.52%

0.00%

Ordinary resolution 6:

202 755 827

33 244 273

236 000 100

1 000

General authority to issue shares for cash

85.91%

14.09%

88.52%

0.00%

Ordinary resolution 7.1:

203 962 008

32 038 092

236 000 100

1 000

Approval of the Group remuneration policy

86.42%

13.58%

88.52%

0.00%

Ordinary resolution 7.2:

203 962 008

32 038 092

236 000 100

1 000

Approval of the Remuneration Implementation Report

86.42%

13.58%

88.52%

0.00%

Special resolution 1:

207 929 848

28 070 211

236 000 059

1 041

General authority to repurchase shares

88.11%

11.89%

88.52%

0.00%

Ordinary resolution 8:

236 000 100

0

236 000 100

1 000

Dividend

100%

0.00%

88.52%

0.00%

Ordinary resolution 8:

236 000 059

41

236 000 100

1 000

Directors' authority to implement resolutions

100%

0.00%

88.52%

0.00%

 

Dividend currency conversion rates and timetable

The final dividend of US 0.25 cent 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.

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 26 November 2019, being the currency conversion date, are as follows:

 

Exchange rate

Dividend per share in payment currency

South Africa - JSE

ZAR 14.8174/US$

3.70435 South African cents per share

United Kingdom - LSE

GBP 0.7766/US$

0.19415 pence per share

 

The timetable for payment of the dividend is as follows:

Declaration and currency conversion date

Tuesday, 26 November 2019

Currency conversion rates announced

Thursday, 30 January 2020

Last day to trade cum-dividend rights on the JSE

Tuesday, 11 February 2020

Last day to trade cum-dividend rights on the LSE

Wednesday, 12 February 2020

Shares will trade ex-dividend rights on the JSE from

Wednesday, 12 February 2020

Shares will trade ex-dividend rights on the LSE from

Thursday, 13 February 2020

Record date for payment on both JSE and LSE

Friday, 14 February 2020

Dividend payment date

Wednesday, 26 February 2020

 

No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 12 February 2020 and Friday, 14 February 2020, both days inclusive. No transfers between registers will be permitted between Thursday, 30 January 2020 and Friday, 14 February 2020, 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 3.70435 South African cents per share. Therefore, the net dividend of 2.96348 South African cents per share will be paid after 0.74087 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 3.70435 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 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 270 000 000 ordinary shares in issue on 29 January 2020, of which 266 610 322 carry voting rights and are eligible to receive dividends.

 

Paphos, Cyprus

30 January 2020

JSE Sponsor

Investec Bank Limited

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 / James Husband

+44 020 7466 5000

tharisa@buchanan.uk.com 

Broker contacts:

Peel Hunt LLP (UK Joint Broker)

Ross Allister / David McKeown

+44 207 7418 8900

BMO Capital Markets Limited (UK Joint Broker)

Thomas Rider / Neil Elliot / Michael Rechsteiner

+44 020 7236 1010

Berenberg (UK Joint Broker)

Matthew Armitt / Detlir Elezi

+44 20 3207 7800

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)

Shabbir Norath

+27 11 295 6575

 


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Result of AGM and dividend conversion rates - RNS