Investor Relations Contact
Ryan AfricaHead Office: 25 Bath Avenue, Rosebank
Email: ryan.africa@thungela.com
Tel: +27 (0) 11 638 0237
SENS & Regulatory Announcements
Stock exchange news service (SENS) and other regulatory announcements.
Thungela Resources Limited Trading Statement for the year ended 31 December 2022
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')
Thungela Resources Limited Trading Statement for the year ended 31 December 2022
Shareholders are advised that Thungela and its directors have a reasonable degree of
certainty related to the expected financial results of the Group for the year ended
31 December 2022 in line with paragraph 3.4(b) of the JSE Listings Requirements.
Expected earnings per share and headline earnings per share
Shareholders are advised that earnings per share ('EPS') for the year ended
31 December 2022 (the 'current period') is expected to be between R125 and R129, an
increase of between R63.92 and R67.92 per share compared to the earnings per share
of R61.08 for the year ended 31 December 2021 (the 'prior period').
Headline earnings per share(1) ('HEPS') for the current period is expected to be between
R130 and R133, an increase of between R63.43 and R66.43 per share compared to
HEPS of R66.57 for the prior period. Headline earnings attributable to shareholders of
the Group for the current period is likely to be between R17.4 billion and R17.7 billion
(compared to R7.0 billion in the prior period).
These EPS and HEPS figures are calculated using a weighted average number of
shares ('WANOS') of 133,684,828 for the current period and 105,260,339 for the prior
period.
The expected EPS and HEPS ranges for the current period are as follows:
Expected EPS/HEPS Expected increase from Expected increase from
range prior period prior period
(Rand per share) (Rand per share) (%)
EPS 125.00 - 129.00 63.92 - 67.92 105 – 111
HEPS 130.00 - 133.00 63.43 - 66.43 95 - 100
Key areas of judgement which may impact the expected EPS and HEPS figures above
are in the process of being finalised, and any changes to these ranges, if necessary, will
be communicated to shareholders.
Thungela expects to release its financial results for the year ended 31 December 2022
on 27 March 2023. The financial results will be released on the Johannesburg Stock
Exchange News Service and the London Stock Exchange Regulatory News Service
and will be accompanied by an investor webinar and conference call on the same date.
The live webinar and conference call will start at 12:00 SAST (11:00 BST). Details to
register for the webinar and conference call are available below:
Webinar registration:
https://78449.themediaframe.com/links/thungela230327_1200.html
Conference call registration:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNum
ber=6851064&linkSecurityString=10db7f85c0
Deon Smith
Chief financial officer
Footnote
1. HEPS is determined in reference to Circular 1/2021 – Headline earnings
('Circular 1/2021') as issued by the South African Institute of Chartered
Accountants. In order to calculate headline earnings, earnings attributable to the
equity shareholders of the Group is adjusted for separately identifiable
remeasurements, as defined in Circular 1/2021, net of related tax and non-
controlling interests.
Rosebank
9 March 2023
Review of Trading Statement
The information contained in this Trading Statement is the responsibility of the directors
of Thungela and has not been reviewed or reported on by the Group's independent
external auditor.
Disclaimer
This document includes forward-looking statements. All statements other than
statements of historical facts included in this document, including, without limitation,
those regarding Thungela's financial position, business, acquisition and divestment
strategy, dividend policy, plans and objectives of management for future operations
(including development plans and objectives relating to Thungela's products, production
forecasts and reserve and resource positions), are forward-looking statements. By their
nature, such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance or
achievements of Thungela, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking
statements. The Group assumes no responsibility to update forward-looking statements
in this announcement except as required by law.
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.
Investor Relations
Ryan Africa
Email: ryan.africa@thungela.com
Media Contacts
Tarryn Genis
Email: tarryn.genis@thungela.com
UK Financial adviser and corporate broker
Liberum Capital Limited
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Date: 09-03-2023 09:00:00
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.
Dealing in securities by a director
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’)
DEALING IN SECURITIES BY A DIRECTOR
In compliance with paragraphs 3.63 to 3.74 of the Listings Requirements of the JSE Limited, the following
information relating to dealing in securities by a director of Thungela Resources is disclosed:
Director : Seamus Gerard French
Company : Thungela Resources
Date of transaction : 7 November 2022
Class of securities : Thungela Resources ordinary shares
Nature of transaction : On-market sale of ordinary shares
Number of securities : 20 000
Sale price per share : 26676,356 cents
Total value of transaction : R5,335,271.20
Nature of interest : Direct, beneficial
Clearance obtained : Yes
7 February 2023
Rosebank
UK Financial adviser and corporate broker
Liberum Capital Limited
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
In compliance with article 19(3) of the Market Abuse Regulation (MAR), we hereby provide the following
information regarding the dealing in securities:
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Seamus Gerard French
2 Reason for the notification
a) Position/status PDMR – Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction On-market sale of ordinary shares
c) Price(s) and volume(s)
Price(s) Volume(s)
R266.76356 20 000
d) Aggregated information
- Aggregated volume 20 000
- Price R5,335,271.20
e) Date of the transaction 7 November 2022
f) Place of the transaction On market
Date: 07-02-2023 10:58:00
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.
TR-1: Standard form for notification of major holdings
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
(‘Thungela’ or the ‘Company’ and together with its affiliates, the ‘Group’)
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible)
1a. Identity of the issuer or the underlying issuer THUNGELA RESOURCES LTD
of existing shares to which voting rights are at-
tached ii:
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name PUBLIC INVESTMENT CORPORATION SOC LIMITED
City and country of registered office (if applicable) PRETORIA, SOUTH AFRICA
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or 02/02/2023
reached vi:
6. Date on which issuer notified (DD/MM/YYYY): 06/02/2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights at- % of voting rights Total of both in % Total number of
tached to shares (to- through financial instru- (8.A + 8.B) voting rights held
tal of 8. A) ments in issuer (8.A +
(total of 8.B 1 + 8.B 2) 8.B) vii
Resulting situation 13.065% 13.065% 18 355 745
on the date on which
threshold was
crossed or reached
Position of previous 12.864% 12.864%
notification (if
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reached viii
A: Voting rights attached to shares
Class/type of Number of voting rights ix % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
18 355 745 13.065%
SUBTOTAL 8. A 18 355 745 13.065%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial in- Expiration Exercise/ Number of voting rights % of voting rights
strument date x Conversion Period xi that may be acquired if
the instrument is
exercised/converted.
SUBTOTAL 8. B 1 NIL NIL
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or cash Number of % of voting rights
instrument date x Conversion Pe- Settlement xii voting rights
riod xi
SUBTOTAL NIL NIL
8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
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 xiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity X
(please add additional rows as necessary) xiv
Name xv % of voting rights if it % of voting rights Total of both if it
equals or is higher through financial in- equals or is higher
than the notifiable struments if it equals than the notifiable
threshold or is higher than the threshold
notifiable threshold
PUBLIC INVESTMENT 13.065% 13.065%
CORPORATION SOC
LIMITED
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information xvi
Place of completion PRETORIA, SOUTH AFRICA
Date of completion 06 February 2023
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
UK Financial adviser and corporate broker
Liberum Capital Limited
Johannesburg
6 February 2023
Date: 06-02-2023 03:30:00
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.
Acquisition of controlling shareholding in the Ensham Coal Mine and related assets
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')
ACQUISITION OF CONTROLLING SHAREHOLDING IN THE ENSHAM COAL MINE
AND ELATED ASSETS
1. Introduction
In line with its commitment to deliver superior returns to shareholders, and delivering on
its purpose to responsibly create value together for a shared future, Thungela is pleased
to announce that it has entered into agreements, as set out below, which envisage
Thungela obtaining a controlling interest in the Ensham coal mine.
Thungela has, subject to regulatory approvals, entered into an agreement with Audley
Energy Limited (“Audley Capital") and Mayfair Corporations Group Pty Ltd (“Mayfair”)
(collectively the “Co-investors”) in terms of which inter alia Thungela, through its wholly
owned subsidiary, Thungela Resources Australia Pty Ltd ("Thungela Australia"), will
acquire a majority shareholding interest in Sungela Holdings Pty Ltd (a newly
incorporated private company with limited liability, registered in accordance with the laws
of Australia) ("Sungela Holdings") and will loan fund a portion of the Co-investors equity
contributions (the "Transaction”, as further defined below). Further details of the
Transaction are set out in paragraph 5 below.
Sungela Holdings will, in turn, through its wholly owned subsidiary, Sungela Pty Ltd
("Sungela"), acquire an 85% interest in the Ensham Joint Venture from Idemitsu Australia
Pty Ltd and its subsidiary, Bligh Coal Limited (together, "Idemitsu"), as well as Idemitsu’s
85% shareholding in Ensham Coal Sales Pty Ltd; its 100% shareholding in Ensham
Resources Pty Ltd (the operator of the Ensham coal mine) and its 85% shareholding in
Nogoa Pastoral Pty Ltd and Nogoa Pastoral Joint Venture (collectively, the
"Ensham Business") (the "Acquisition").
Sungela will also conclude royalty and transitional services agreements with Idemitsu.
(See paragraph 6 below for further information regarding the Acquisition.)
The Transaction delivers on Thungela’s strategy, by providing geographic diversification
through a highly cash generative thermal coal asset, with long-life potential, at an
attractive valuation, and puts Thungela in a position to capitalise on the current strong
Newcastle coal price environment.
2. Overview of the Ensham coal mine
The Ensham coal mine is the primary asset of the Ensham Joint Venture, and comprises
several tenements located within the well-established and infrastructure-enabled
southern Bowen Basin in Queensland, Australia. The Ensham coal mine is currently 85%
owned by Idemitsu, with the remaining 15% owned by LX International (“LXI”), through
its subsidiary Bowen Investment (Australia) Pty Ltd (“Bowen”). Initially established as an
open cut mine, the Ensham coal mine has been an underground operation since 2012.
The Ensham coal mine produced approximately 3.2 Mt of high-quality, low-ash and low-
sulphur thermal coal in 2022, and has the potential for increased production in the future.
Subject to extension of the existing mining approvals, the Ensham coal mine has a life of
mine through to c. 2039.
Run of mine (“ROM”) coal is produced by bord and pillar underground methods using five
continuous miners exploiting two main economical seams. This mining method is well
aligned with Thungela’s operational methodology deployed across its underground mines
in South Africa. ROM coal is brought to surface where it is crushed, sized and stockpiled
without any washing or further processing. The coal is then loaded onto trains via a 13 km
dedicated rail spur and is transported via the Blackwater rail system (339 km total
distance) to the port of Gladstone from where it is exported, predominantly into Asian
markets (including Japan, Taiwan, Korea and India).
3. Rationale for the Transaction
The Transaction delivers on Thungela’s strategy to pursue geographic diversification, and
is in a commodity we understand well and in which we can leverage our core skills. The
Transaction also satisfies our investment evaluation criteria of responsible stewardship,
upgrading our asset portfolio and maximising shareholder value. The Transaction is a
step towards de-risking our underlying business and bolstering our resilience, recognising
the ongoing infrastructure challenges in South Africa.
Geographic diversification into a leading mining jurisdiction – The Transaction
provides Thungela with an attractive entry point into Australia, a leading mining geography
with a successful track record of thermal and metallurgical coal production, and to a
mining basin with well-established port and rail facilities. This diversification also
decreases our exposure to a single geography.
Attractive high quality, long-life potential asset with mining methodology aligned
to Thungela’s operational expertise - The Ensham coal mine has a potential life of mine
of approximately 16 years and produces high quality coal (5,850 kcal/kg, with low ash
and sulphur content) which does not require beneficiation. Ensham operates an
underground bord and pillar mine using continuous miners - this methodology is aligned
to Thungela’s extensive experience operating similar thermal coal assets in South Africa,
providing a clear opportunity to leverage our core skills with a view to enhancing value
from the mining operations. All operating licences are in place through to 2028, with an
operating licence renewal due in 2028.
Increased scale and marketing capability - Based on 2022 performance, the Ensham
coal mine would have added 3.2Mt of export saleable production (on a 100% basis) to
Thungela’s current portfolio. Under the Transaction, Thungela will have operational
control of Ensham coal mine and, subject to certain existing arrangements, envisages
marketing its proportional share of the coal produced by Ensham coal mine. This will
provide Thungela with access to the Japanese and other Asian markets where demand
remains strong and also better balance the Group's price exposure by providing exposure
to the strong Newcastle export coal price, complementing the Group’s existing exposure
to the Richards Bay benchmark coal price.
The Transaction is expected to be earnings and cash flow accretive, with strong
potential for a short payback period - Approximately two thirds of Ensham coal mine's
2023 budgeted production has been forward sold at attractive prices. Based on the
current market observed forward curve for Newcastle thermal coal, the payback period of
the Transaction is potentially within two to three years. Furthermore, Ensham coal mine
occupies a favourable position on the global seaborne margin curve.
Ensham Business acquired from a responsible owner – Idemitsu is a responsible and
reputable owner with a long history of operating in Australia (as well as on-going
operations in the region). The sale to Sungela allows it to exit the Ensham Business in a
responsible manner to a buyer which will become part of a listed group (Thungela) equally
committed to driving ESG aspirations. The Ensham Business is well capitalised and the
environmental liabilities and risks are well understood.
ESG investment criteria met – taking a controlling interest in a mining asset already in
production means that we are able to extend the life of our business without creating new
carbon units on a global basis. Following completion of the Transaction, the Ensham coal
mine will be incorporated into Thungela’s plan to reduce carbon intensity at existing
operations and considered in Thungela’s intermediate emissions reduction targets. We
will also continue to support the existing regional communities and supplier base.
Strategic investment with experienced mining investors and operators – the Co-
investors have considerable experience in the Australian mining industry and will assist
Thungela in entering this market. Our partners have already demonstrated their ability to
add value to the operations of Ensham and their longstanding relationship with LXI, key
regulators, industry bodies and other key local stakeholders in Australia will be important,
particularly during the initial post-completion transition period.
4. Information on Sungela Holdings and the Co-investors
Sungela Holdings is a recently established Australian company formed to be an
investment holding company through which Thungela Australia and the Co-investors will
hold their investment into the Ensham Business. Pursuant to the initial implementation
of the Transaction, Thungela will own a 75% shareholding interest in Sungela Holdings
and Audley Capital and Mayfair will, together, own the remaining 25%. Sungela Holdings
is the sole owner of Sungela, a company through which the Acquisition will be
implemented.
Audley Capital was formed in 2005 and is a Switzerland-based investment group focused
on long-term investment opportunities in the mining and metals sector. Audley Capital
concentrates on acquiring non-core producing assets from established mining and metals
companies, deploying “best-in-class” management to optimise efficiency and unlock
value. The beneficial owners of Audley Capital are King’s Chapel Investments Limited,
Joey Investments Limited and Lucio Genovese. King’s Chapel Investments Limited and
Joey Investments Limited are entities associated with principals of Audley Capital.
Mayfair is a private resource company located in Brisbane, Australia. Mayfair invests in
operating and advanced exploration projects in bulk commodities, precious, base,
strategic metals and other critical minerals. Mayfair’s senior management team has
significant experience in managing and financing metal and natural resource mining
operations in Australia, North America and South America. Mayfair currently has a
diversified portfolio of both operating and exploration projects in coal, vanadium, gold and
copper assets. Mayfair is jointly owned by Pirose Pty Ltd, Yellowstone Minerals Pty Ltd,
Kualia Holdings Pty Ltd, Linger
• a mezzanine loan of AU$68 million from Thungela to the Co-investors ("Co-
investors Mezzanine Loan") which, in turn, will use such funds and their own
capital to subscribe for a 25% shareholding in Sungela Holdings for a total
contribution of AU$73 million
(The equity subscription, Co-investors Mezzanine Loan and relationship of Thungela
and the Co-Investors as shareholders in Sungela Holdings is collectively "the
Transaction".)
A long-term incentive plan ("LTIP") will be put in place for the Co-investors under which
their shareholding could increase by a further 5% if certain milestones are achieved which
have the potential to be significantly value-accretive to the Ensham Business over the
medium to long term. Should all of the shares in Sungela Holdings which are available
under the LTIP ("LTIP shares") be awarded, the combined shareholding of the Co-
investors shall be 30%, and Thungela Australia's shareholding will correspondingly be
70%. The Transaction will therefore result in Thungela having an initial 63.75% flow-
through shareholding in the Ensham coal mine and 59.5% if the LTIP shares are issued
in full. Together with this, Thungela will derive a return from the Co-investors Mezzanine
Loan, as further described below.
Under the Acquisition and under law, as majority shareholder of the Ensham coal mine,
Sungela will assume responsibility to manage the operations and discharge the
rehabilitation liabilities. These liabilities are presently secured under the State established
Queensland Financial Provisioning Fund, and Sungela will apply for this to continue
following the change in identity of the mining right (tenement) holder from Idemitsu to
Sungela. The rehabilitation liability of the Ensham coal mine is valued at AU$274 million
(on a 100% basis) – this is based on calculations submitted to the scheme manager of
the Queensland Financial Provisioning Fund. This calculation was accepted by the
scheme manager in December 2022.
Pursuant to the shareholder agreements, Thungela will be entitled to operational control
of the Ensham coal mine and, subject to certain existing arrangements, it is envisaged
that Thungela will also have the right to market and sell its proportional share of the coal
produced by Ensham.
The Co-investors Mezzanine Loan accrues interest at the rate of the Australian Stock
Exchange's 3-month bank bill swap rate, plus 10%, per annum, subject to a floor of 10%
and a cap of 15%. The term of the Co-investors Mezzanine Loan is four years, with the
potential for the Co-investors to extend it for up to two further years. The Co-
investors Mezzanine Loan may be repaid (in full or in part) voluntarily at any time.
However, the Co-investors are required to apply not less than 70% of all distributions
received from Sungela Holdings to service the Co-investors Mezzanine Loan.
6. Additional information on the Acquisition
The purchase price ("Purchase Price") payable by Sungela for the Acquisition is AU$340
million (R4.1 billion), subject to an increase or decrease (on and post the Completion
Date, as defined below, as applicable) for changes in the net working capital and certain
contract receivables in the Ensham mine relative to a target working capital set out in the
sale and purchase agreement ("Working Capital Adjustment").
If the amount of the Working Capital Adjustment is positive, the Purchase Price will
increase with the amount of the Working Capital Adjustment. If the amount of the Working
Capital Adjustment is negative, the amount of the Working Capital Adjustment will be
repaid by Idemitsu to Sungela.
The Acquisition is based on a "locked-box mechanism" (1) from 1 January 2023, pursuant
to which Sungela will be entitled to a formula-defined portion of the net cash flow
generated by the Ensham Business (excluding the operating company) during the period
between 1 January 2023 and the date on which the Acquisition is implemented
("Completion Date"), subject to a maximum participation by Sungela of AU$102 million
(c. R1.2 billion).
The Ensham Business is subject to a royalty agreement in favour of Idemitsu, in terms of
which Idemitsu will be entitled to a royalty on sales of coal by Ensham should the realised
Free On Board ("FOB") price exceed the threshold price of US$170 per tonne in 2023
and US$150 per tonne in 2024. The royalty is 50% of the net margin, being the realised
price, less threshold price, less the proportionate Queensland state royalties.
Sungela and, inter alia, Idemitsu have entered into (or will enter into) a transitional
services agreement for the continued provision of certain agreed specified services
(currently being provided by Idemitsu) for a period of three months from the Completion
Date, with the option to Sungela of a one-month extension. The agreed services will be
provided at an initial service fee of AU$1.5 million for the initial three-month period, plus
AU$500,000 for the fourth month should the agreement be extended.
7. Conditions precedent
Save for limited intermediate aspects, implementation of the Transaction is subject to the
Acquisition being concluded and becoming unconditional.
The Acquisition is subject to the fulfillment, or waiver as the case may be, of the following
conditions contained in the sale and purchase agreement by 30 September 2023:
i. Payment of a deposit of AU$14 million within 30 business days of signing the sale
and purchase agreement;
ii. The Treasurer of the Commonwealth of Australia has exercised its powers in terms
of the Foreign Acquisitions and Takeovers Act 1975 and has not objected to the
Acquisition;
iii. The Australian Competition Consumer Commission has not objected to the
Acquisition or provided notification of its intent to restrain or prevent completion of
the Acquisition;
iv. Approval of the Acquisition by the relevant regulatory authority in terms of the
Queensland Mineral Resources Act 1989 and the Queensland Mineral and Energy
Resources (Common Provisions) Act 2014;
v. Receipt of a notification from the scheme manager in terms of section 33(2) of the
Queensland Mineral and Energy Resources (Financial Provisioning) Act 2018;
vi. Waiver of pre-emptive rights by the co-shareholder in Bowen of its pre-emptive
right to acquire Idemitsu’s interest in the Ensham Business;
vii. Receipt of third party consents to assignment of specified material contracts;
viii. Execution of the deeds required to terminate the joint venture arrangements that
Idemitsu has with Bowen, and release it from any liability associated with the
Acquisition; and
ix. The receipt of all necessary governmental and regulatory approvals or consents
including the Financial Surveillance Department of the South African Reserve
Bank.
8. Financial information
The Transaction involves the investment by Thungela into Sungela Holdings, a newly
established holding company, and related funding arrangements. As such, the
Transaction per se has no direct net asset value ("NAV") or attributable net profit after tax
("NPAT").
The Ensham coal mine had a NAV of AU$402 million (100% basis) as at 31 December
2022, being the date of the last available unaudited management accounts. The NPAT
attributable to these net assets was AU$670 million (on a 100% basis), based on the
unaudited management accounts of the Ensham Business for the year ended 31
December 2022. Thungela is satisfied with the quality of the management accounts from
which the aforementioned NAV and attributable NPAT were extracted.
9. Classification of the Transaction
The Transaction is classified as a Category 2 transaction in terms of Section 9 of the JSE
Listings Requirements. An exchange rate of ZAR 12.08 / AU$ was utilised in respect of
the Transaction, being the spot rate of exchange at close of business on 2 February 2023,
the first business day prior to the signature of the investment agreement by Thungela.
10. Other
The Company confirms, for purposes of paragraph 9.16 of the JSE Listings
Requirements, that nothing in the constitutional documents of Sungela Holdings or its
subsidiaries will in any way frustrate or relieve the Company from compliance with the
JSE Listings Requirements.
Rosebank
3 February 2023
Footnotes
(1) A locked-box mechanism is a mechanism through which parties to a transaction,
such as a share or asset purchase transaction, agree on the purchase consideration for
the assets or the business based on the target company's balance sheet, which is
drawn up and settled between the parties as at an agreed date (i.e. 1 January 2023 in
this case) before completion of the transaction and notionally retained in a locked box.
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.
Investor Call Details
A conference call and audio webinar relating to the details of this announcement will be
held at 12:00 SAST on Friday 3 February 2023. Thungela is currently in a closed period
until the release of the Group’s 2022 annual results on 27 March 2023 and the focus of
the call will be limited to the details of this announcement. Matters relating to the 2022
annual results will not be discussed.
Conference Call registration:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNum
ber=8388694&linkSecurityString=14928dd26e
Audio webinar registration:
https://services.themediaframe.com/links/thungela10043858.html
Investor Relations
Ryan Africa
Email: ryan.africa@thungela.com
Media Contacts
Tarryn Genis
Email: tarryn.genis@thungela.com
South Africa Legal Advisers
Webber Wentzel
Australian Legal Advisers
Allens
UK Financial adviser and corporate broker
Liberum Capital Limited
Tel: +44 20 3100 2000
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Date: 03-02-2023 09:00:00
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.
TR-1: Standard form for notification of major holdings
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
(‘Thungela’ or the ‘Company’ and together with its affiliates, the ‘Group’)
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS
1a. Identity of the issuer or the underlying issuer THUNGELA RESOURCES LIMITED
of existing shares to which voting rights are at-
tached ii:
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name PUBLIC INVESTMENT CORPORATION SOC LIMITED
City and country of registered office (if applicable) PRETORIA, SOUTH AFRICA
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or 04/01/2023
reached vi:
6. Date on which issuer notified (DD/MM/YYYY): 06/01/2023
7. Total positions of person(s) subject to the notification obligation
% of voting rights at- % of voting rights Total of both in % Total number of
tached to shares (to- through financial instru- (8.A + 8.B) voting rights held
tal of 8. A) ments in issuer (8.A +
(total of 8.B 1 + 8.B 2) 8.B) vii
Resulting situation 12.864% 12.864% 18 073 406
on the date on which
threshold was
crossed or reached
Position of previous 13.750% 13.750%
notification (if
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reached viii
A: Voting rights attached to shares
Class/type of Number of voting rights ix % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
18 073 406 12.864%
SUBTOTAL 8. A 18 073 406 12.864%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial in- Expiration Exercise/ Number of voting rights % of voting rights
strument date x Conversion Period xi that may be acquired if
the instrument is
exercised/converted.
SUBTOTAL 8. B 1 NIL NIL
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or Number of % of voting rights
instrument date x Conversion Pe- cash voting rights
riod xi Settlement xii
SUBTOTAL NIL NIL
8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
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 xiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity X
(please add additional rows as necessary) xiv
Name xv % of voting rights if it % of voting rights Total of both if it
equals or is higher through financial in- equals or is higher
than the notifiable struments if it equals than the notifiable
threshold or is higher than the threshold
notifiable threshold
PUBLIC INVESTMENT 12.864% 12.864%
CORPORATION SOC
LIMITED
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information xvi
Place of completion PRETORIA, SOUTH AFRICA
Date of completion 06 January 2023
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
UK Financial adviser and corporate broker
Liberum Capital Limited
Johannesburg
6 January 2023
Date: 06-01-2023 03:00:00
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.
Chief Financial Officer’s Pre-Close and Trading Statement for the financial year ending 31 December 2022
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
('Thungela' or the 'Company' and together with its affiliates, the 'Group')
Chief Financial Officer's Pre-Close and Trading Statement
for the financial year ending 31 December 2022
Robust cash generation despite continued rail constraints
Dear Stakeholder
As we reflect on Thungela's journey in 2022, we are proud that we have continued to
deliver on our promise of responsibly creating value together for a shared future.
Thungela has operated fatality-free for the year to date and we will continue our
relentless drive to eliminate fatalities.
The business has continued to deliver strong earnings and cash generation for the
period 1 January 2022 to 30 November 2022 ("the year to date"(1)) and we expect to
achieve another strong set of financial results for the year ending 31 December 2022
("FY 2022").
These results have been achieved against the backdrop of various challenges in South
Africa, primarily a deterioration in Transnet Freight Rail ("TFR") performance, a rise in
illegal mining activity, and increased incidents of power interruption.
TFR performance continued to deteriorate in the second half of the year - from an
annualised industry rate of 53.3Mt in H1 2022, down to an expected annualised rate of
49.0Mt in H2 2022. Poor rail performance impacted our ability to move coal to port, with
a concomitant impact on export sales. The poor performance was further exacerbated
by a 12 day strike by Transnet employees in October 2022, as well as a severe
derailment on the coal corridor in early November which took 10 days to clear.
While we were able to partially mitigate the impact on our business, the duration of
these events, combined with the need for TFR to rebalance the rail system following the
conclusion of the strike and the derailment, resulted in a loss of approximately 600kt of
export saleable production for FY 2022.
Thungela sought to mitigate the impact of the rail challenges to the extent possible by
continuing to rail higher-grade products and creating additional stockpile capacity by
trucking coal between our operations. We also trucked coal from our operations to three
additional third-party sidings to create further rail loading optionality and de-risk train
cancellations. Notwithstanding these actions, we were forced to curtail production at
some operations in 2022.
The following are the key insights into our performance for the year to date and our
expectations for the financial year ending 31 December 2022.
- Demand for energy, including thermal coal, remained firm into H2 2022 given
continued supply constraints coupled with the need for energy security globally.
The on-going conflict in Ukraine resulted in Europe seeking to mitigate the impact
of tighter gas stocks through increased imports of coal. Demand in the region is
expected to remain firm into 2023 as stocks will have to be replenished following
the winter season.
- The Benchmark coal price(2) has averaged $276.57/tonne for the year to date,
compared to $124.11/tonne for FY 2021. Although prices remain firm, they
continue to be volatile.
- Discount to the Benchmark coal price has been approximately 15% for the
year to date, compared to 16% for FY 2021 and 13% for H1 2022. Discounts for
lower grade products have widened in the second half of the year due to the high
and volatile price levels. The average realised export price for the year to date is
$236.11/tonne, compared to $103.82/tonne for FY 2021.
- Export saleable production for FY 2022 is expected to be 12.8Mt, lower than
the revised guidance range of 13.0Mt to 13.6Mt issued in August 2022, and 15%
lower than FY 2021 export saleable production of 15.0Mt. This is mainly
attributable to the reduced and inconsistent TFR rail performance.
- FOB cost per export tonne excluding royalties for FY 2022 is expected to be
approximately R955/tonne, which is 4% higher than the upper end of the revised
guidance range of R885 to R915/tonne issued in August 2022. This is in
comparison to R785/tonne for FY 2021 (on a pro forma basis(3)). The increase is
primarily attributable to the proportionate impact of lower export saleable
production, and a non-cash charge of R85/tonne relating to an increase in the
environmental provisions based on revised closure estimates. Including royalties,
the FOB cost per export tonne is expected to be R1,106/tonne, compared to
R812/tonne in FY 2021 (on a pro forma basis(3)).
- Export equity sales for FY 2022 are expected to be 11.9Mt, compared to 13.9Mt
(on a pro forma basis(3)) in FY 2021, a decrease of 14%. We expect an inventory
build of approximately 900kt for FY 2022.
- Capital expenditure for FY 2022 is expected to be R1.9 billion, in line with
guidance. This consists of R1.6 billion relating to sustaining capital and
R0.3 billion relating to expansionary capital.
- Cash flow generation has been robust on the back of strong realised export
coal prices. The strong cash generation has resulted in a net cash position of
R19.8 billion on 30 November 2022, compared to R8.0 billion on 30 November
2021. Cash flow from operations in December 2022 is expected to be neutral due
to the disruption to November sales as a result of the TFR strike and derailment.
Furthermore, the Group expects to pay taxes and royalties of R4.0 billion and to
make a contribution of R1.0 billion towards the establishment of a self-insurance
structure in December 2022 as discussed below.
- Earnings per share ("EPS")(4) for FY 2022 is expected to be at least R125.00.
This represents an increase of at least R63.92 (or 105%) compared to FY 2021
EPS of R61.08.
- Headline earnings per share ("HEPS")(4) for FY 2022 is expected to be at least
R131.00, an increase of at least R64.43 (or 97%) compared to FY 2021 HEPS of
R66.57.
Thungela has taken the strategic decision to focus on the closure of parts of the
Khwezela complex in an effort to reduce the impact of illegal mining on the site and to
mitigate the risk of future adverse environmental events. Revised closure cost estimates
resulted in a non-cash income statement charge of R1.1 billion in FY 2022. These
estimates are higher compared to previous assessments due to higher diesel costs, an
increase in mining inflation assumptions, and the cost of rehabilitating previously
rehabilitated mining areas due to surface disturbances caused by illegal mining
activities.
The acquisition of the 27% shareholding in Anglo American Inyosi Coal Proprietary
Limited, the entity which holds the Zibulo operation and the Elders project, underscores
our commitment to optimising capital allocation. As a result of the transaction, Thungela
will benefit from the full economics of the most cash generative assets in our portfolio,
providing an uplift in earnings attributable to the equity owners of Thungela.
Recognising that sustainability requires continued and predictable access to insurance,
Thungela has implemented a self-insurance structure and will make an initial capital
contribution of R1.0 billion in December 2022.
Maintaining disciplined capital allocation remains a cornerstone of Thungela's strategy
and a key enabler of the long-term sustainability of the business. The board is
committed to returning additional cash to shareholders above the targeted minimum
pay-out ratio of 30% of adjusted operating free cash flow(5). With this in mind, the
Company expects to declare a final dividend for FY 2022 upon the release of its annual
results on or about 27 March 2023.
Deon Smith
Chief Financial Officer
Annexure A: Operational Performance
As disclosed in the Annual Financial Statements for the year ended 31 December 2021,
the internal restructure(3) had an impact on the comparatives presented for 31 December
2021. The Internal restructure was completed on 31 March 2021, and from that date all
operations owned by the Group were reflected in full. For the year ending 31 December
2022, the financial statements will reflect the Group as it is likely to exist on a forward-
looking basis and can be compared to the performance of the Group that was presented
on a pro forma basis for the year ended 31 December 2021. No additional pro forma
financial information will be presented for the year ending 31 December 2022.
Table 1: Export saleable production by operation
Export saleable 2021 2021 2022 % change
production Actual Actual Forecast(6)
Mt IFRS Pro Forma
(a) (b) (c) (c-b)/b
Underground 11.2 11.2 9.5 -15%
Zibulo 5.6 5.6 4.3 -23%
Greenside 3.5 3.5 2.6 -26%
Goedehoop7 2.2 2.2 2.6 18%
Opencast 3.3 3.8 3.3 -13%
Khwezela 2.0 2.0 1.5 -25%
Mafube 1.3 1.8 1.8 -
TOTAL 14.5 15.0 12.8 -15%
Table 2: Export sales by segment
Export sales 2021 2022 % change
Mt Actual Forecast(6)
Equity sales 13.9 11.9 -14%
Underground 10.2 8.5 -17%
Opencast 3.7 3.4 -8%
Third party sales 1.0 0.0 -
TOTAL 14.9 11.9 -20%
Footnotes
1. All references in this document to "year to date” refer to the period from
1 January 2022 to 30 November 2022.
2. Benchmark price reference for 6,000kcal/kg thermal coal exported from the
Richards Bay Coal Terminal.
3. The internal restructure was completed on 31 March 2021 and had an impact on
financial and non-financial information of the Group. Refer to note 2A in the
Annual Financial Statements for the year ended 31 December 2021 at
https://www.thungela.com/investors/results for full detail related to the internal
restructure. Information disclosed on a pro forma basis for the comparative
period reflects the pro forma information presented in 2021.
4. EPS and HEPS for FY 2022 is based on a WANOS of approximately
133.7 million shares. This takes into account the impact of the shares issued on
30 November 2022 relating to the transaction to acquire 27% of Anglo American
Inyosi Coal Proprietary Limited. EPS and HEPS for FY 2021 is based on a
WANOS of approximately 105.3 million shares.
5. Adjusted operating free cash flow is net cash flows from operating activities less
sustaining capex.
6. Based on the latest available management forecasts. Final figures may differ by
± 5%.
7. Export saleable production for Goedehoop includes approximately 300kt
attributable to the Nasonti operation.
Review of Pre-Close and Trading Statement
The information in this Pre-Close and Trading Statement, including the pro forma
information, is the responsibility of the directors of Thungela and has not been reviewed
or reported on by the Group's independent auditors.
The pro forma financial information has been prepared for illustrative purposes only and
because of its nature may not fairly present the Group's financial position, changes in
equity, results of operations or cash flows.
A further trading statement will be released once the Company has certainty on the
ranges for EPS and HEPS as required by the JSE Listing Requirements.
Investor Call Details
A conference call and audio webinar relating to the details of this announcement will be
held at 12:00 SAST on Thursday 8 December 2022. A recording of the webinar will be
made available on the Thungela website from 15:00 on the same date.
Conference Call registration:
https://services.themediaframe.com/links/thungela-10043528.html
Audio webinar registration:
https://services.choruscall.za.com/DiamondPassRegistration/register?confirmationNum
ber=9046114&linkSecurityString=13c2af378c
Disclaimer
This document includes forward-looking statements. All statements other than
statements of historical facts included in this document, including, without limitation,
those regarding Thungela's financial position, business, acquisition and divestment
strategy, dividend policy, plans and objectives of management for future operations
(including development plans and objectives relating to Thungela's products, production
forecasts and Reserve and Resource positions), are, or may be deemed to be, forward-
looking statements. By their nature, such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Thungela or industry results to be materially different
from any future results, performance or achievements expressed or implied by such
forward-looking statements. The Group assumes no responsibility to update forward-
looking statements in this announcement except as may be required by law.
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.
Investor Relations
Ryan Africa
Email: ryan.africa@thungela.com
Media Contacts
Tarryn Genis
Email: tarryn.genis@thungela.com
UK Financial adviser and corporate broker
Liberum Capital Limited
Tel: +44 20 3100 2000
Sponsor
Rand Merchant Bank
(a division of FirstRand Bank Limited)
Rosebank
8 December 2022
Date: 08-12-2022 09:00:00
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.
TR-1: Standard form for notification of major holdings
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
('Thungela' or the 'Company' and together with its affiliates, the 'Group')
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible)
1a. Identity of the issuer or the underlying issuer THUNGELA RESOURCES LTD
of existing shares to which voting rights are at-
tached (ii):
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) (iii):
3. Details of person subject to the notification obligation (iv)
Name PUBLIC INVESTMENT CORPORATION SOC LIMITED
City and country of registered office (if applicable) PRETORIA, SOUTH AFRICA
4. Full name of shareholder(s) (if different from 3.) (v)
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or 02/12/2022
reached (vi):
6. Date on which issuer notified (DD/MM/YYYY): 06/12/2022
7. Total positions of person(s) subject to the notification obligation
% of voting rights at- % of voting rights Total of both in % Total number of
tached to shares (to- through financial instru- (8.A + 8.B) voting rights held
tal of 8. A) ments in issuer (8.A +
(total of 8.B 1 + 8.B 2) 8.B) (vii)
Resulting situation 13.750% 13.750% 9 318 036
on the date on which
threshold was
crossed or reached
Position of previous 14.020% 14.020%
notification (if
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reached (viii)
A: Voting rights attached to shares
Class/type of Number of voting rights (ix) % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
19 318 036 13.750%
SUBTOTAL 8. A 19 318 036 13.750%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial in- Expiration Exercise/ Number of voting rights % of voting rights
strument date (x) Conversion Period (xi) that may be acquired if
the instrument is
exercised/converted.
SUBTOTAL 8. B 1 NIL NIL
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or cash Number of % of voting rights
instrument date (x) Conversion Pe- Settlement (xii) voting rights
riod (xi)
SUBTOTAL
8.B.2 NIL NIL
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an "X")
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 (xiii)
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
(please add additional rows as necessary) (xiv)
Name (xv) % of voting rights if it % of voting rights Total of both if it
equals or is higher through financial in- equals or is higher
than the notifiable struments if it equals than the notifiable
threshold or is higher than the threshold
notifiable threshold
PUBLIC INVESTMENT 13.750% 13.750%
CORPORATION SOC
LIMITED
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information (xvi)
Place of completion PRETORIA, SOUTH AFRICA
Date of completion 06 December 2022
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
UK Financial adviser and corporate broker
Liberum Capital Limited
Johannesburg
6 December 2022
Date: 06-12-2022 12:00:00
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.
Thungela increases its interest in Zibulo Operation and Elders Project to 100%
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')
THUNGELA INCREASES ITS INTEREST IN ZIBULO OPERATION AND ELDERS
PROJECT TO 100%
Thungela announces that it has reached an agreement with its BEE partner, Inyosi Coal
(RF) Proprietary Limited (“Inyosi”), to acquire the 27% shareholding of ordinary shares
of Anglo American Inyosi Coal Proprietary Limited (“AAIC”) currently owned by Inyosi
(“the Transaction”) in exchange for shares in Thungela. Pursuant to the Transaction,
Thungela will own 100% of AAIC, whose assets include the Zibulo operation and the
recently approved Elders production replacement project. The Transaction enables
Inyosi to obtain an interest in Thungela while simultaneously transforming its interest
into a more liquid position in a publicly traded entity.
Thungela CEO, July Ndlovu, said: “The Transaction marks a new chapter in our
relationship with Inyosi, as we unlock value and liquidity for Inyosi as they transition
from asset partners to investors in Thungela. The Transaction also underscores
Thungela’s commitment to sound capital discipline as we invest in a highly cash-
generative asset that we know exceptionally well - our own operations and project
opportunities such as Elders.”
The Group will fund the acquisition of the shares in AAIC through issuing 4,180,777 new
Thungela ordinary no par value shares, which will be allotted and issued to Inyosi.
Inyosi will own approximately 3.02% of the ordinary no par value shares which carry
voting rights in Thungela. Inyosi's shares in Thungela are subject to an orderly markets
disposal provision, which includes an initial 30-day period during which no more than
20% of the newly allotted shares may be sold.
The acquisition of the 27% stake in AAIC is aligned to Thungela’s strategy as it seeks to
maximise the full potential of existing assets and optimise capital allocation.
As a result of the Transaction, which is anticipated to be earnings accretive, the Group
will benefit from the full economics of the Zibulo operation and the Elders production
replacement project, resulting in an uplift to earnings attributable to equity owners of
Thungela. The non-controlling interest attributable to the 27% shareholding in AAIC for
the six-month period ended 30 June 2022 was R696 million as reflected in the Group’s
Interim Financial Statements for the six months ended 30 June 2022 (1).
Based on the purchase consideration, the Transaction is uncategorised in terms of the
Listings Requirements of the JSE Limited (“JSE”) and the above information relating to
the Transaction is accordingly disclosed on a voluntary basis.
Applications have been made to the JSE, FCA and to the London Stock Exchange for
the new Thungela ordinary no par value shares to be admitted to the JSE Main Board,
to the standard segment of the Official List of the FCA, and to trading on the JSE’s Main
Board exchange and the London Stock Exchange's Main Market for listed securities,
respectively (“Admission”). It is anticipated that Admission will become effective on or
about 30 November 2022.
Immediately following Admission, Thungela will have a total of 140,492,585 ordinary no
par value shares in issue of which 1,940,974 are held in treasury and carry no voting
rights. Total voting rights following Admission will be 138,551,611 and this figure may be
used by shareholders as the denominator for the calculations by which they may
determine whether or not they are required to notify their interest in, or a change in their
interest in, the ordinary share capital of Thungela under the FCA’s Disclosure and
Transparency Rules.
Rosebank
24 November 2022
Footnotes
1) Non-controlling interests (“NCI”) for the six months ended 30 June 2022 amounted to
R671 million, as reflected in the Group’s Interim Financial Statements available at
www.thungela.com. Of the total NCI, R696 million is attributable to Inyosi’s 27%
shareholding in AAIC, with the balance attributable to losses attributable to NCI in other
entities in the Group.
Investor Relations
Ryan Africa
Email: ryan.africa@thungela.com
Media Contacts
Tarryn Genis
Email: tarryn.genis@thungela.com
UK Financial adviser and corporate broker
Liberum Capital Limited
Tel: +44 20 3100 2000
Sponsor
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Date: 24-11-2022 09:00:00
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.
TR-1: Standard form for notification of major holdings
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
(‘Thungela’ or the ‘Company’ and together with its affiliates, the ‘Group’)
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible)
1a. Identity of the issuer or the underlying issuer THUNGELA RESOURCES LTD
of existing shares to which voting rights are at-
tached ii:
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii:
3. Details of person subject to the notification obligation iv
Name PUBLIC INVESTMENT CORPORATION SOC LIMITED
City and country of registered office (if applicable) PRETORIA, SOUTH AFRICA
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or 20/10/2022
reached vi:
6. Date on which issuer notified (DD/MM/YYYY): 24/10/2022
7. Total positions of person(s) subject to the notification obligation
% of voting rights at- % of voting rights Total of both in % Total number of
tached to shares (to- through financial instru- (8.A + 8.B) voting rights held
tal of 8. A) ments in issuer (8.A +
(total of 8.B 1 + 8.B 2) 8.B) vii
Resulting situation 14.020% 14.020% 19 111 204
on the date on which
threshold was
crossed or reached
Position of previous 13.887% 13.887%
notification (if
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reached viii
A: Voting rights attached to shares
Class/type of Number of voting rights ix % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
19 111 204 14.020%
SUBTOTAL 8. A 19 111 204 14.020%
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial in- Expiration Exercise/ Number of voting rights % of voting rights
strument date x Conversion Period xi that may be acquired if
the instrument is
exercised/converted.
SUBTOTAL 8. B 1 NIL NIL
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical or Number of % of voting rights
instrument date x Conversion Pe- cash voting rights
riod xi Settlement xii
SUBTOTAL NIL NIL
8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an "X")
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 xiii
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity
(please add additional rows as necessary) xiv
Name xv % of voting rights if it % of voting rights Total of both if it
equals or is higher through financial in- equals or is higher
than the notifiable struments if it equals than the notifiable
threshold or is higher than the threshold
notifiable threshold
PUBLIC INVESTMENT 14.020% 14.020%
CORPORATION SOC
LIMITED
10. In case of proxy voting, please identify:
Name of the proxy holder N/A
The number and % of voting rights held N/A
The date until which the voting rights will be held N/A
11. Additional information xvi
Place of completion PRETORIA, SOUTH AFRICA
Date of completion 24 October 2022
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
UK Financial adviser and corporate broker
Liberum Capital Limited
Johannesburg
24 October 2022
Date: 24-10-2022 05:00:00
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.
Dealings in securities by directors and prescribed officers
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
(‘Company’ or ‘Thungela Resources’)
DEALINGS IN SECURITIES BY DIRECTORS AND PRESCRIBED OFFICERS
Further to the announcement released on the Stock Exchange News Service of the JSE on 29 March 2022 relating to
the award and acceptance of conditional shares by Executive Directors and Prescribed Officers, we hereby provide
the following information regarding the reinvestment of dividends accruing to ordinary shares
(“Dividend-Equivalent Shares”) awarded to the undermentioned Executive Directors and Prescribed
Officers of Thungela Resources in terms of clause 16.2.1 of the Company’s Conditional Long Term Incentive Plan
(“Conditional LTIP”). The Dividend Equivalent Shares will be subject to the same vesting and other
conditions applicable to the conditional shares as disclosed in the SENS announcement dated
29 March 2022, including the employment conditions and performance conditions.
Name Designation Number of Value of Nature of interest
Dividend-Equivalent Award**
Shares*
July Ndlovu Chief Executive Officer 55,182 R16,747,185 Direct beneficial
Gideon Frederick Chief Financial Officer 24,310 R7,377,842 Direct beneficial
(Deon) Smith
Johannes Petrus Chief Operating Officer 19,295 R5,855,840 Direct beneficial
Daniel van Schalkwyk
Leslie Martin Executive Head of 17,725 R5,379,360 Direct beneficial
Technical
Bernard Michael Executive Head of Marketing 16,438 R4,988,769 Direct beneficial
Dalton
Lesego Elias Executive Head of HR 13,130 R3,984,824 Direct beneficial
Mataboge
Nompumelelo Sithole Executive Head of Corporate 13,005 R3,946,887 Direct beneficial
Affairs
Carina Venter Executive Head of SHE 12,628 R3,832,472 Direct beneficial
* The vesting of the dividend-equivalent shares is conditional on pre- determined performance conditions and
continued employment by Thungela and where applicable, the reasons for the cessation of such employment.
** The calculation of the value of these awards is based on a dividend-adjusted volume-weighted average price equating
of 20 days prior to 7 October 2022 which equates to R303,49 per share.
Clearances and approvals for these transactions, which are all of an off-market nature, have been obtained in
compliance with the Securities Dealing Policies and Procedures of Thungela.
10 October 2022
Rosebank
UK Financial adviser and corporate broker
Liberum Capital Limited
Tel: +44 20 3100 2000
Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
In compliance with the UK Listings Requirements, we hereby provide the following information regarding the award
to and acceptance of the conditional long term incentive awards:
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name July Ndlovu
2 Reason for the notification
a) Position/status PDMR – Chief Executive Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 55,182
d) Aggregated information
- Aggregated volume 55,182
- Price R16,747,185
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Gideon Frederick Smith
2 Reason for the notification
a) Position/status PDMR – Chief Financial Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 24,310
d) Aggregated information
- Aggregated volume 24,310
- Price R7,377,842
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Johannes Petrus Daniel van Schalkwyk
2 Reason for the notification
a) Position/status PDMR – Chief Operating Officer
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 19,295
d) Aggregated information
- Aggregated volume 19,295
- Price R5,855,840
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Leslie Martin
2 Reason for the notification
a) Position/status PDMR – Executive Head of Technical
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 17,725
d) Aggregated information
- Aggregated volume 17,725
- Price R5,378,360
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Bernard Michael Dalton
2 Reason for the notification
a) Position/status PDMR – Executive Head of Marketing
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 16,438
d) Aggregated information
- Aggregated volume 16,438
- Price R4,988,769
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Lesego Elias Mataboge
2 Reason for the notification
a) Position/status PDMR – Executive Head of Human Resources
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 13,130
d) Aggregated information
- Aggregated volume 13,130
- Price R3,984,824
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Nompumelelo Sithole
2 Reason for the notification
a) Position/status PDMR – Executive Head of Corporate Affairs
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform,
auctioneer or auction monitor
a) Name Thungela Resources Limited
b) LEI 213800EGYK3BN3SRIF27
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
awarded under conditional long term incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 13,005
d) Aggregated information
- Aggregated volume 13,005
- Price R3,946,887
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Carina Venter
2 Reason for the notification
a) Position/status PDMR – Executive Head of Safety, Health (ii)
each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted
a) Description of the financial Ordinary shares of no par value
instrument, type of instrument
Identification code ISIN: ZAE000296554
b) Nature of the transaction Reinvestment of dividends accruing to ordinary shares
previously awarded under conditional long term
incentive plan
c) Price(s) and volume(s)
Price(s) Volume(s)
R303,49 12,628
d) Aggregated information
- Aggregated volume 12,628
- Price R3,832,472
e) Date of the transaction 7 October 2022
f) Place of the transaction Off market
Date: 10-10-2022 09:00:00
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.
Head Office: 25 Bath Avenue, Rosebank
Email: ryan.africa@thungela.com
Tel: +27 (0) 11 638 0237
