Tharisa PLC (LSE:THS, JSE:THA) has announced an agreement that sees it acquire the interests in the Tharisa Mine, in South Africa, held by black economic empowerment stakeholders which will instead receive share in the larger group.
The agreement sees the 26% interest in the Tharisa Minerals Proprietary Limited subsidiary held by BEE stakeholders acquired for US$25.6mln (ZAR 390mln) paid in Tharisa Plc shares.
Tharisa told investors that the simplification of the corporate structure ensures that its BEE stakeholders participate in regular dividend flows, consistent with Plc’s shareholders within the stated dividend policy of distributing at least 15% of consolidated net profit after tax.
Additionally, the BEE stakeholders will benefit from Tharisa’s growth strategy, broadening their exposure to beyond the Tharisa Mine, the company added.
“The transaction is supportive of and consistent with the fundamental principles and objectives enshrined within the Minerals and Petroleum Resources Act (MPRDA), and the recent court ruling in South Africa clarifying the 'once empowered always empowered' position for mining companies,” Tharisa noted in the statement.
“This ruling has afforded the company the opportunity to constitute Tharisa Minerals as a wholly owned subsidiary that continues to meet the requirements of the MPRDA and the Mining Charter, while allowing the BEE shareholders to benefit from the wider and diversified asset portfolio of the Tharisa plc group.”
It added: “The transaction terms, with the purchase consideration supported by a voluntary independent fairness opinion, account for the historical funding provided by the company in its role as the investment holding company, with the BEE shareholders having a free funded carry, resulting in our BEE shareholders holding unencumbered shares in Tharisa Minerals and now Tharisa plc.”