Wrap Text
Disclosure of significant holding of Thungela ordinary shares
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
1. Issuer Details
ISIN
ZAE000296554
Issuer Name
Thungela Resources Limited
UK or Non-UK Issuer
Non-UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Allan Gray Proprietary Limited
City of registered office (if applicable)
Cape Town
Country of registered office (if applicable)
South Africa
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
06-Feb-2024
6. Date on which Issuer notified
08-Feb-2024
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + 8.B) of voting
to shares (total instruments (total rights held in
of 8.A) of 8.B 1 + 8.B 2) issuer
Resulting situation 5.005500 0.000000 5.005500 7032326
on the date on
which threshold
was crossed or
reached
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 Number of direct Number of indirect % of direct voting % of indirect
shares ISIN voting rights voting rights rights (DTR5.1) voting rights
code(if possible) (DTR5.1) (DTR5.2.1) (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 Expiration Exercise/conversion Number of voting rights that may % of
instrument date period be acquired if the instrument is voting
exercised/converted rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
Type of Expiration Exercise/conversion Physical or cash Number of % of voting
financial date period settlement voting rights rights
instrument
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 Name of % of voting rights % of voting rights Total of both if it
controlling person controlled if it equals or is through financial equals or is
undertaking higher than the instruments if it equals higher than the
notifiable or is higher than the notifiable
threshold notifiable threshold threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
08-Feb-2024
13. Place Of Completion
Cape Town
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.
Date: 09-02-2024 04:00:00
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