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At its Annual General Meeting on 19 February 2025, Tharisa plc 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 that date. Tharisa has appointed Peel Hunt LLP to manage on-market purchases for a maximum amount of US$5.0 million, with the program running from 2 June 2025 until the earliest of 18 February 2026 or when the maximum amount has been spent.
| Date | 30 May 2025 |
| Time | 07:00:02 |
| Category | Miscellaneous |
| ID | 6349K |
(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')
At the Annual General Meeting ('AGM') of Tharisa held on 19 February 2025, 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, with recent results having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility arising from the trade policies of the USA, while not reflecting the strong company fundamentals and its growth prospects.
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$5.0 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.
'We have maintained our strict capital discipline throughout the commodity cycles and believe it is opportune to allocate capital to a measured share repurchase programme to the benefit of our shareholders while providing for the multiple demands on our capital. The repurchase reflects our confidence in the prospects for our company.'
The following highlights key pricing and regulatory aspects of the Repurchase Programme:
· The period during which purchases may be made is from 2 June 2025 until the earliest of
(i) 18 February 2026; (ii) such time as the maximum amount has been spent (or permitted number of shares 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 may 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.
· 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
30 May 2025
JSE Sponsor
Investec Bank Limited
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Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
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 multi-generational Tharisa Mine, located in the south-western limb of the Bushveld Complex, South Africa. Tharisa is also developing the Karo Platinum Project, a tier-one PGM asset located on the Great Dyke in Zimbabwe, while simultaneously focusing on beneficiation in the form of chrome and PGM alloys. A 15-year Power Purchase Agreement for the procurement of wheeled renewable energy and a 40 MW solar project will ensure that Tharisa Minerals' drive to reduce its carbon footprint by 30% by 2030 is well within reach, forming a major part of a roadmap to become net carbon neutral by 2050. 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 has an Equity Shares (Transition) Category listing on the London Stock Exchange (LSE: THS).