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
('Company' or 'Thungela
Resources')
DISCLOSURE OF SIGNIFICANT HOLDING OF THUNGELA ORDINARY
SHARES
In accordance with section 122(3)(b)
of the Companies Act, No. 71 of 2008 as amended ("the Companies
Act"), regulation 121(2)(b) of the Companies Regulations, 2011 and
paragraph 3.83(b) of the JSE Limited Listings Requirements,
shareholders are advised that Allan Gray Proprietary Limited
("Allan Gray") has notified the Company that accounts under its
management have increased their holding in the Company such that
they now hold 5.0055% of the total issued ordinary shares of the
Company.
As required in terms of section
122(3)(a) of the Companies Act, the Company has filed the required
notice with the Takeover Regulation Panel.
The board of directors of Thungela
Resources accepts responsibility for the information contained in
this announcement as it relates to the Company and confirms that,
to the best of its knowledge and belief, such information relating
to Thungela Resources is true and that this announcement does not
omit anything likely to affect the importance of such
information.
Johannesburg
9 February 2024
Sponsor Rand Merchant Bank (A
division of FirstRand Bank Limited)
UK Financial adviser and corporate
broker Liberum Capital Limited
TR-1: Standard form for notification of major
holdings
Thungela Resources Limited
2.
Reason for Notification
An acquisition or disposal of voting
rights
3.
Details of person subject to the notification
obligation
Allan Gray Proprietary
Limited
City
of registered office (if applicable)
Country of registered office (if applicable)
4.
Details of the shareholder
Full
name of shareholder(s) if different from the person(s) subject to
the notification obligation, above
City
of registered office (if applicable)
Country of registered office (if applicable)
5.
Date on which the threshold was crossed or
reached
6.
Date on which Issuer notified
7.
Total positions of person(s) subject to the notification
obligation
|
% of
voting rights attached to shares (total of 8.A)
|
% of
voting rights through financial instruments (total of 8.B 1 + 8.B
2)
|
Total of both in % (8.A + 8.B)
|
Total number of voting rights held in issuer
|
Resulting situation on the date on
which threshold was crossed or reached
|
5.005500
|
0.000000
|
5.005500
|
7032326
|
Position of previous notification
(if applicable)
|
|
|
|
|
8.
Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A.
Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
|
Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of
direct voting rights (DTR5.1)
|
% of
indirect voting rights (DTR5.2.1)
|
ZAE000296554
|
7032326
|
|
5.005500
|
|
Sub Total 8.A
|
7032326
|
5.005500%
|
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument
is exercised/converted
|
% of
voting rights
|
|
|
|
|
|
Sub Total 8.B1
|
|
|
|
8B2. Financial Instruments with similar economic effect
according to (DTR5.3.1R.(1) (b))
Type
of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Physical or cash settlement
|
Number of voting rights
|
% of
voting rights
|
|
|
|
|
|
|
Sub Total 8.B2
|
|
|
|
9.
Information in relation to the person subject to the notification
obligation
1. Person subject to the notification
obligation is not controlled by any natural person or legal entity
and does not control any other undertaking(s) holding directly or
indirectly an interest in the (underlying) issuer.
Ultimate controlling person
|
Name
of controlled undertaking
|
% of
voting rights if it equals or is higher than the notifiable
threshold
|
% of
voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
|
|
|
|
10.
In case of proxy voting
The
number and % of voting rights held
The
date until which the voting rights will be held
11.
Additional Information
Notes
i Please note this form should
be read jointly with the applicable Disclosure Guidance and
Transparency Rules Chapter 5 (DTR5) available on the following
link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii Full name of the legal entity
and further specification of the issuer or underlying issuer,
provided it is reliable and accurate (e.g. address, LEI, domestic
number identity). Indicate in the relevant section whether the
issuer is a non UK issuer.
iii Other reason for the
notification could be voluntary notifications, changes of
attribution of the nature of the holding (e.g. expiring of
financial instruments) or acting in concert.
iv This should be the full name
of (a) the shareholder; (b) the natural person or legal entity
acquiring, disposing of or exercising voting rights in the cases
provided for in DTR5.2.1 (b) to (h); (c) all parties to the
agreement referred to in DTR5.2.1 (a) or (d) the holder of
financial instruments referred to in DTR5.3.1.
As
the disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In
relation to the transactions referred to in DTR5.2.1 (b) to
(h), the following list is provided as indication of the persons
who should be mentioned:
-
in the circumstances foreseen in DTR5.2.1 (b), the natural person
or legal entity that acquires the voting rights and is entitled to
exercise them under the agreement and the natural person or legal
entity who is transferring temporarily for consideration the voting
rights;
-
in the circumstances foreseen in DTR5.2.1 (c), the natural person
or legal entity holding the collateral, provided the person or
entity controls the voting rights and declares its intention of
exercising them, and natural person or legal entity lodging the
collateral under these conditions;
-
in the circumstances foreseen in DTR5.2.1 (d), the natural person
or legal entity who has a life interest in shares if that person or
entity is entitled to exercise the voting rights attached to the
shares and the natural person or legal entity who is disposing of
the voting rights when the life interest is
created;
-
in the circumstances foreseen in DTR5.2.1 (e), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to
(d) or under a combination of any of those situations, the
controlled undertaking;
-
in the circumstances foreseen in DTR5.2.1 (f), the deposit taker of
the shares, if he can exercise the voting rights attached to the
shares deposited with him at his discretion, and the depositor of
the shares allowing the deposit taker to exercise the voting rights
at his discretion;
-
in the circumstances foreseen in DTR5.2.1 (g), the natural person
or legal entity that controls the voting rights;
-
in the circumstances foreseen in DTR5.2.1 (h), the proxy holder, if
he can exercise the voting rights at his discretion, and the
shareholder who has given his proxy to the proxy holder allowing
the latter to exercise the voting rights at his discretion (e.g.
management companies).
v Applicable in the cases
provided for in DTR5.2.1 (b) to (h). This should be the full name
of the shareholder who is the counterparty to the natural person or
legal entity referred to DTR5.2 unless the percentage of voting
rights held by the shareholder is lower than the lowest notifiable
threshold for the disclosure of voting rights holdings in
accordance with national practices (e.g. identification of funds
managed by management companies).
vi The date on which threshold
is crossed or reached should be the date on which the acquisition
or disposal took place or the other reason triggered the
notification obligation. For passive crossings, the date when the
corporate event took effect.
vii The total number of voting
rights held in the issuer shall be composed of all the shares,
including depository receipts representing shares, to which voting
rights are attached even if the exercise thereof is
suspended.
viii If the holding has fallen
below the lowest applicable threshold, please note that it might
not be necessary to disclose the extent of the holding, only that
the new holding is below that threshold.
ix In case of combined holdings
of shares with voting rights attached "direct holding" and voting
rights "indirect holding", please split the voting rights number
and percentage into the direct and indirect columns - if there is
no combined holdings, please leave the relevant box
blank.
x Date of maturity/expiration
of the financial instrument i.e. the date when right to acquire
shares ends.
xi If the financial instrument
has such a period - please specify this period - for example once
every 3 months starting from [date].
xii In case of cash settled
instruments the number and percentages of voting rights is to be
presented on a delta-adjusted basis (DTR
5.3.3.A).
xiii If the person subject to the
notification obligation is either controlled and/or does control
another undertaking then the second option
applies.
xiv The full chain of controlled
undertakings starting with the ultimate controlling natural person
or legal entity has to be presented also in the cases, in which
only on subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification as only in this
way will the markets get always the full picture of the group
holdings. In case of multiple chains through which the voting
rights and/or financial instruments are effectively held the chains
have to be presented chain by chain by numbering each chain
accordingly. Please see the below example:
Name of ultimate controlling
person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling
person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling
person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
xv The names of controlled
undertakings through which the voting rights and/or financial
instruments are effectively held have to be presented
irrespectively whether the controlled undertakings cross or reach
the lowest applicable threshold themselves.
xvi Example: Correction of a
previous notification.