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Interim ordinary cash dividend declaration and share repurchases
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
Tax number: 9111917259
('Thungela' or the 'Company' and, together with its affiliates, the 'Group')
INTERIM ORDINARY CASH DIVIDEND DECLARATION AND SHARE
REPURCHASES
Share repurchases
The Group will implement share repurchases (share buyback), subject to favourable
market conditions, in the period commencing 20 August 2024 and, unless revised or
terminated earlier, ending 31 December 2024. The aggregate purchase price of shares
repurchased during this period will be no greater than R160 million.
The repurchase of Thungela shares will take place on the Johannesburg Stock
Exchange ("JSE") through the order book operated by the JSE trading system and is
being undertaken pursuant to the general authority from Thungela shareholders by way
of a shareholders' special resolution passed at the Company's annual general meeting
on 4 June 2024, allowing the Group to repurchase up to 10% of the issued share capital
of the Company in any one financial year, subject to certain limitations ("Authority"). The
repurchases will be made by Thungela Operations Proprietary Limited (a subsidiary of
the Group).
Pursuant to the JSE Listings Requirements, the maximum price which may be paid for
any repurchase under the Authority may not exceed a price which is 10% above the
volume weighted average trading price of the shares on the JSE for the five business
days immediately preceding the date of such repurchase.
In compliance with paragraph 11.27 of the JSE Listings Requirements, the Group will
announce when share repurchases cumulatively reach 3% of the number of shares in
issue as at the date of the Authority, and any 3% increments thereafter.
Interim ordinary cash dividend declaration
The Thungela board of directors approved the declaration of an interim gross ordinary
cash dividend of 200.00 cents per share (South African rand). The dividend has been
declared from retained earnings accrued during the six months ended 30 June 2024.
The Company's issued share capital at the declaration date is 140,492,585 ordinary
shares.
The salient dates pertaining to the cash dividend are as follows:
JSE LSE
Declaration of ordinary cash dividend Monday, 19 August 2024 Monday, 19 August 2024
and currency conversion rate
announced
Last day for trading to qualify and Tuesday, 17 September 2024 Wednesday, 18 September 2024
participate in the dividend
Trading ex-dividend commences Wednesday, 18 September 2024 Thursday, 19 September 2024
Record date to participate in the Friday, 20 September 2024 Friday, 20 September 2024
dividend
Payment date to shareholders Monday, 23 September 2024 Monday, 7 October 2024
No transfers of shareholdings to and from the South African or United Kingdom (UK)
register will be permitted between Tuesday, 17 September 2024 and Friday, 20
September 2024 (both dates inclusive). Share certificates may not be dematerialised or
rematerialised between Wednesday, 18 September 2024 and Friday, 20 September
2024 (both dates inclusive).
The salient dates have been set as above in order to allow non-South African resident
shareholders sufficient time to apply for a reduced rate of dividend withholding tax in the
event that they may qualify for this.
The dividend is payable in South African rand to shareholders recorded as such on the
register on the record date and whose shares are held through Central Securities
Participants and brokers traded on the JSE.
Shareholders on the UK register of members will be paid in pound sterling. The pound
sterling cash equivalent will be calculated using the following exchange rate:
GBP1:ZAR23.26486, being the five-day (business days) average GBP:ZAR exchange
rate (as quoted by Bloomberg) up to Thursday, 15 August 2024.
Shareholders are encouraged to ensure that their bank mandates or international
payment instructions have been recorded by their service provider or registrars before
the last day to trade for this dividend. Electronic payments ensure more efficient and
timely payment. It should be noted that cheques are no longer permitted to be issued or
processed by South African banks; in the UK, registrars will still issue and post cheques
in the absence of specific mandates or payment instructions.
Tax treatment for shareholders on the South African register
The dividend will have no tax consequences for Thungela but will be subject to 20%
withholding tax for shareholders who are not exempt from dividends tax, or who do not
qualify for a reduced rate of withholding tax in terms of any applicable agreement for the
avoidance of double taxation (DTA) concluded between South Africa and the country of
residence of the shareholder.
Should dividend withholding tax be withheld at a rate of 20%, the net dividend amount
due to shareholders is 160.00 cents per share (South African rand) – 200.00 cents
gross dividend per share less 40.00 cents dividend withholding tax per share.
Tax treatment for shareholders on the UK register
Thungela has retained Computershare UK as intermediary to receive and process the
relevant prescribed declarations and forms as set out below. Any reference below to
documentation which is required to be submitted to Thungela, should therefore be
submitted to Computershare UK.
Non-South African tax resident shareholders will be paid the dividend subject to 20%
withholding tax for shareholders. Certain non-South African tax resident shareholders
may, however, be entitled to a reduced rate of dividends tax due to the provisions of an
applicable tax treaty.
Shareholders who qualify for an exemption from dividends tax in terms of section 64F of
the South African Income Tax Act 58 of 1962 must provide:
- A declaration that the dividend is exempt from dividends tax.
- A written undertaking to inform the regulated intermediary should the circumstances
affecting the exemption change or the beneficial owner cease to be the beneficial
owner, both in the form prescribed by the Commissioner for the South African
Revenue Service to the regulated intermediary prior to the required date in order to
benefit from the exemption. The prescribed form has been transposed onto the
Computershare UK format.
Shareholders on the UK register will be sent the required documentation for completion
and return to Computershare UK. Qualifying shareholders on the UK register are
advised to arrange for the above mentioned documents to be submitted to
Computershare UK by Friday, 20 September 2024.
Should dividend withholding tax be withheld at a rate of 20%, the net dividend amount
due to shareholders is 6.88 pence per share (pound sterling) – 8.60 pence gross
dividend per share less 1.72 pence dividend withholding tax per share.
By order of the board
Date of SENS release: 19 August 2024
DISCLAIMER
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the market abuse regulation (EU) no.
596/2014 as amended by the market abuse (amendment) (UK mar) regulations 2019.
Upon the publication of this announcement via the regulatory information service, this
inside information is now considered to be in the public domain.
Transfer secretaries (UK)
Computershare Investor Services
Email: WebCorres@computershare.co.uk
Transfer secretaries (South Africa)
Computershare Investor Services Proprietary Limited
Email: Web.Queries@computershare.co.za
Investor relations
Hugo Nunes
Email: hugo.nunes@thungela.com
Shreshini Singh
Email: shreshini.singh@thungela.com
Media
Hulisani Rasivhaga
Email: hulisani.rasivhaga@thungela.com
UK Financial adviser and corporate broker
Panmure Liberum Capital Limited
Tel: +44 20 3100 2000
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Tel: +27 11 282 8000
Date: 19-08-2024 08:01:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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