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')
US$5 MILLION GENERAL SHARE
REPURCHASE
At the annual general meeting ('AGM') of
Tharisa held on 21 February 2024, shareholders approved a special
resolution authorising the Company to undertake a general
repurchase of ordinary shares up to 10% of the
302 596 743 ordinary shares in issue at the date of the
AGM.
Tharisa is dual listed on the Johannesburg and
London stock exchanges. The Board believes that the Company's
shares are trading at a significant discount, having been
negatively impacted by the PGM commodity price environment while
not reflecting the strong co-product contribution from its chrome
sales.
The Company has appointed Peel Hunt LLP ('Peel
Hunt') to manage and carry out on-market purchases of ordinary
shares as principal on both the Johannesburg and London stock
exchanges, up to a maximum amount of US$5 million (the "Repurchase
Programme") (excluding associated expenses).
Tharisa is committed to capital discipline and
believes that a share repurchase at its current valuation supports
this.
Michael Jones, CFO of Tharisa,
commented:
"We have
maintained our strict capital discipline throughout the commodity
cycles and believe it is opportune to allocate capital to a share
repurchase programme to the benefit of our shareholders and
reflecting our firm belief in the prospects for our company. While
the PGM commodity pricing environment is challenging, chrome prices
have remained firm reinforcing the strength of our co-product
business model. The Karo Platinum Project is a multi-generational
resource and, while maintaining capital discipline, we continue on
the road to delivering the necessary third-party financing to
deliver the first phase into production."
The following highlights key pricing and
regulatory aspects of the Repurchase Programme:
·
The period during which purchases may be made is
from 26 March 2024 until the earliest of (i) 21 February 2025; (ii)
such time as the Maximum Amount has been purchased; and (iii) on
instruction from the Company.
·
The Repurchase Programme will include trading
during prohibited periods (as defined in paragraph 3.67 of the JSE
Listings Requirements), with Peel Hunt having been granted the
authority to enact purchases and make trading decisions concerning
the timing of purchases under the Repurchase Programme
independently of the Company. Purchases may therefore
continue during any prohibited periods of the Company. During
such prohibited period, the Company may not change the terms of the
agreement entered into with Peel Hunt in relation to the Repurchase
Programme;
·
In determining the price at which the Company's
ordinary shares are acquired by the Company in terms of this
general authority, the maximum premium and/or discount at which
such ordinary shares may be acquired shall not exceed the lesser of
(i) 5% of the weighted average of the market price at which such
ordinary shares are traded on the Johannesburg Stock Exchange ('the
JSE') as determined over the five business days immediately
preceding the date of the repurchase of such ordinary shares by the
Company; and (ii) the price quoted for the last independent trade
of, or the highest current independent bid for any number of shares
on the JSE where the repurchase is carried out;
·
The Company will not seek to rely on the safe
harbour conditions for trading set out in Article 3(2) and Article
3(3) of the buy-back technical standards
(Commission Delegated Regulation (EU) 2016/1052) as incorporated
into UK domestic law by virtue of the European Union (Withdrawal)
Act 2018, given the limited liquidity in the Company's ordinary
shares and limitations that the conditions would impose on the
number of ordinary shares that can be purchased. The Repurchase
Programme will be conducted within the UK Financial Conduct
Authority's guidance permitting a company to buy up to 50% of the
20-day average volume of shares traded on the trading venue where
the purchase was carried out;
·
There is no guarantee that the Repurchase
Programme will be implemented in full or that any repurchases will
be made;
·
Repurchased shares will be held in treasury for a
period not exceeding two calendar years from the repurchase date
and, if not issued during that period, they are required to be
cancelled; and
·
Details of any and all purchases made under the
Repurchase Programme will be provided via SENS/RNS announcements
and published in the regulatory news section of the Company's
website.
Paphos, Cyprus
26 March 2024
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 Tharisa Mine, located in the
south-western limb of the Bushveld Complex, South Africa. The mine
has a 13-year open pit life and is strategically advancing the vast
mechanised underground resource which extends for over 60 years.
Tharisa is developing the Karo Platinum Project, a low-cost,
open-pit PGM asset located on the Great Dyke in Zimbabwe. The
Company is committed to reducing its carbon emissions by 30% by
2030 and the development of a roadmap to become net carbon neutral
by 2050. As part of this energy transition, the 40 MW solar project
adjacent to the Tharisa Mine is well advanced. 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).