TIDMKMR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA, HONG KONG OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO
MIGHT CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION.
This announcement is not an offer of securities for sale, or an offer to
buy or subscribe for, directly or indirectly, securities to any person
in the United States, Canada, Japan, Australia, South Africa, Hong Kong
or Switzerland or any other jurisdiction in which such offer or
solicitation is unlawful. This announcement is an advertisement and not
a prospectus (or prospectus equivalent document). Any offer to acquire
shares pursuant to the Capital Restructuring will be made, and investors
should only subscribe for or purchase any shares referred to in this
announcement and should make any investment decision, solely on the
basis of information contained in the prospectus (the "Prospectus") to
be published by Kenmare Resources plc ("Kenmare" or the "Company and,
together with its subsidiaries, the "Group") in connection with the
admission of the new ordinary shares in the Company ("New Ordinary
Shares") to be issued under the Capital Restructuring to listing on the
secondary listing segment of the Official List of the Irish Stock
Exchange and the premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the respective
main market for listed securities of the Irish Stock Exchange and the
London Stock Exchange (the "Admission") and in connection with the
making of the Open Offer to the public in Ireland and the United
Kingdom.
30 June, 2016
Kenmare Resources plc
US$275 million of equity commitments secured, enabling the Capital
Restructuring and Open Offer to proceed
Highlights
-- New equity commitments of US$275 million have been secured, enabling the
Capital Restructuring and Open Offer to proceed. This comprises US$100
million in the Cornerstone Placing, US$145.7 million cash commitments
under the Firm Placing, and US$29.3 million under the Lender
Underwriting. The Issue Price is US$3.132 per New Ordinary Share,
equivalent to US1.566c before the impact of the proposed 1 for 200
Consolidation and Stg 1.16p based on the US$:Stg exchange rate as of the
Latest Practicable Date.
-- An Open Offer of up to US$122.7 million (approximately StgGBP90.8
million) will proceed at the same price as all other funds raised
(equivalent to Stg 1.16p before the Consolidation), full subscription
under which would reduce gross debt to nil. The Open Offer will have a
ratio of 1 New Ordinary Share for every 71 Existing Ordinary Shares held
on the Record Date. Subscription under the Open Offer will be in Sterling
(StgGBP2.317 per New Ordinary Share) or Euro (EUR2.818 per New Ordinary
Share), being the Issue Price converted at the exchange rates as of the
Latest Practicable Date.
-- Based on the agreed terms of the Debt Restructuring announced on 20 June,
2016, completion of the Capital Raise will reduce debt by not less than
US$292.5 million to no more than US$100 million and provide the Company
with US$75 million for working capital and to cover expenses. All funds
raised in the Open Offer in excess of US$29.3 million will discharge US$4
of debt for every US$3 raised. The Lender Underwriting will be eliminated
if at least US$29.3 million is raised in the Open Offer.
-- A Prospectus and Notice of Extraordinary General Meeting and Annual
General Meeting are expected to be issued on 1 July, 2016 with the
Extraordinary General Meeting and Annual General Meeting to be held on 25
July, 2016. Closing date for subscriptions under the Open Offer will be
22 July, 2016.
Commenting on the outcome of the Firm Placing, Michael Carvill, Managing
Director of Kenmare stated:
"The Capital Raise and Capital Restructuring provides Kenmare with an
excellent platform to deliver strong returns to its shareholders. The
strengthening of the balance sheet, allied to falling cash costs and
vastly increased power stability, allows Kenmare to benefit from the
strong improvement in the titanium feedstock market we are currently
experiencing."
Details of the Firm Placing and Open Offer
Kenmare Resources plc (LSE:KMR, ISE:KMR), one of the leading global
producers of titanium minerals and zircon, which operates the Moma
Titanium Minerals Mine in northern Mozambique, is pleased to announce
that commitments have been secured in respect of 46,519,505 New Ordinary
Shares to be issued under the Firm Placing and up to 9,355,335 New
Ordinary Shares to be issued under the Lender Underwriting at the Issue
Price of US$3.132 per New Ordinary Share (being equivalent to US1.566c
before the impact of the proposed 1 for 200 Consolidation). Total
commitments under the Firm Placing, Lender Underwriting and the
previously announced Cornerstone Placing with the State General Reserve
Fund of the Sultanate of Oman (SGRF), are therefore in respect of US$275
million. Pursuant to the Debt Equitisation, Lenders may be issued with
an aggregate maximum of 7,609,371 New Ordinary Shares representing 6.9%
of the then Enlarged Issued Share Capital.
Completion of the Capital Raise will achieve the minimum US$275 million
necessary to effect the Capital Restructuring on the terms previously
announced. This achieves a reduction of the existing debt to US$100
million and provides the Company with US$75 million for working capital
and to cover expenses. All funds raised in the Open Offer in excess of
US$29.3 million will discharge US$4 of debt for every US$3 raised.
Completion of the Capital Raise is conditional, inter alia, on
shareholder approval, as more fully described below.
New Ordinary Shares to be issued pursuant to the Cornerstone Placing and
the Firm Placing will, when issued and fully paid, rank pari passu in
all respects with the Ordinary Shares, including the right to receive
all dividends and other distributions (if any) declared, made or paid by
Kenmare after the date of issue of the New Ordinary Shares.
The Company also announces that the proposed Open Offer will be in
respect of up to 39,181,767 New Ordinary Shares at an Issue Price of
StgGBP2.317 or EUR2.818 (subject to the terms of the Open Offer) (being
the Issue Price converted to sterling and euro at the exchanges rates on
29 June, 2016 ("the Latest Practicable Date")). Total maximum proceeds
under the Open Offer (if the Open Offer is subscribed in full) would be
approximately US$122.7 million (approximately StgGBP90.8 million). Open
Offer Shares will be available to Qualifying Shareholders on the
following basis:
1 Open Offer Share (reflecting the Capital Reorganisation) for every 71
Existing Ordinary Shares
registered in their name at the Record Date and so in proportion for any
other number of Existing Ordinary Shares then held. Fractions of New
Ordinary Shares will not be allotted and each Qualifying Shareholder's
entitlement under the Open Offer will be rounded down to the nearest
whole number of New Ordinary Shares.
Qualifying Shareholders (including those with a nil Basic Entitlement)
may however apply for any whole number of New Ordinary Shares under the
Open Offer. The Excess Application Facility will enable Qualifying
Shareholders to apply for any whole number of New Ordinary Shares in
excess of, equal to or less than their Basic Entitlement which, in the
case of Qualifying Non-CREST Shareholders, is equal to the number of
Open Offer Entitlements as shown on their Application Form or, in the
case of Qualifying CREST Shareholders, is equal to the number of Open
Offer Entitlements standing to the credit of their stock account in
CREST. Qualifying Shareholders with holdings of Existing Ordinary Shares
in both certificated and uncertificated form will be treated as having
separate holdings for the purpose of calculating their Basic
Entitlements under the Open Offer.
Excess applications will be satisfied only to the extent that
corresponding applications by other Qualifying Shareholders are not made
or are made for less than their Basic Entitlements. If there is an
over-subscription resulting from excess applications, allocations in
respect of such excess applications will be made pro rata to the number
of excess New Ordinary Shares applied for.
Application has been made for the Open Offer Entitlements to be admitted
to CREST. It is expected that the Open Offer Entitlements will be
admitted to CREST at 8.00 a.m. on 4 July, 2016. The Open Offer
Entitlements will also be enabled for settlement in CREST at 8.00 a.m.
on 4 July, 2016.
Shareholders should note that the Open Offer is not a rights issue.
Qualifying CREST Shareholders should note that, although the Open Offer
Entitlements will be admitted to CREST and be enabled for settlement,
applications in respect of entitlements under the Open Offer may only be
made by the Qualifying Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim raised by Euroclear's
Claims Processing Unit. Qualifying non-CREST Shareholders should note
that the Application Form is not a negotiable document and cannot be
traded. Qualifying Shareholders should be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for will not
be sold in the market or placed for the benefit of Qualifying
Shareholders who do not apply under the Open Offer.
The New Ordinary Shares to be issued pursuant to the Open Offer will,
when issued and fully paid, rank pari passu in all respects with the
Ordinary Shares, including the right to receive all dividends and other
distributions (if any) declared, made or paid by Kenmare after the date
of issue of the New Ordinary Shares to be issued pursuant to the Open
Offer.
The Open Offer is not underwritten and there are no commitments in place
in respect of participation in the Open Offer, save in the case of M&G
which has committed to subscribe for such number of Open Offer Shares as
would, when added to its holding of its Existing Ordinary Shares and the
Firm Placed Shares for which it is subscribing mean that its holding on
completion of the Capital Restructuring would represent 19.97% of the
then Enlarged Issued Share Capital.
Use of Proceeds
The following table summarises the sources and uses of proceeds of the
Capital Raise on the basis of the US$275 million commitments under the
Cornerstone Placing, Firm Placing and Lender Underwriting:
Sources Uses
Capital Raise Maximum of US$367.9 million Applied to repay and discharge debt US$200 million (1)
(US$275 million under the Cornerstone Placing, Firm Minimum of US$275 million
Placing and Lender Underwriting and up to US$122.7
million under the Open Offer)
Working capital and expenses of the issue (2) US$75 million (2)
Maximum additional amount applied to repay and discharge US$93.4 million(3)
debt US$0 million
Minimum additional amount applied to repay and discharge
debt
Gross Total Raised Maximum of US$367.9 million Total maximum amount applied to repay and discharge US$293.4 million
Minimum of US$275 million debt US$200 million
Total minimum amount applied to repay and discharge US$75 million
debt
Total gross proceeds retained by the Company
1. US$200 million (by cash subscription and, to the extent necessary, the
Lender Underwriting of up to US$29.3 million) will repay and discharge
US$269 million in debt (including Accrued Interest) under the terms of
the Amendment, Repayment and Equitisation Agreement.
2. Expenses of the issue are estimated at US$13.4 million.
3. US$122.72 million (cash proceeds additional to the US$245.7 million of
cash proceeds of the Cornerstone Placing and Firm Placing) will replace
US$29.3 million of Lender Underwriting and the balance of US$93.4 million
will repay and discharge any residual debt under the terms of the
Amendment, Repayment and Equitisation Agreement.
Conditions of the Capital Raise
The Cornerstone Placing, the Firm Placing, the Lender Underwriting and
the Open Offer are conditional, inter alia, upon:
1. the passing of all of the Capital Restructuring Resolutions;
2. Admission of the New Ordinary Shares to be issued under the Cornerstone
Placing, the Firm Placing and the Open Offer becoming effective by not
later than 8.00 a.m. on 15 August, 2016 (or such later time and/or date
as the Company, the Cornerstone Investor, the Lenders and the Sponsor may
agree);
3. the Cornerstone Subscription Agreement having become unconditional in all
respects and not having been terminated in accordance with its terms;
4. the placing commitment provided by M&G (see below) in respect of their
participation in the Firm Placing, being in respect of 18,712,664 New
Ordinary Shares ("Placing Commitment") having become unconditional in
all respects and not having been terminated in accordance with its terms.
5. the Placing and Open Offer Agreement having become unconditional in all
respects and not having been terminated in accordance with its terms; and
6. those conditions to the Admission Effective Date under the Amendment,
Repayment and Equitisation Agreement that fall to be satisfied or waived
prior to Admission of the New Ordinary Shares to be issued under the
Cornerstone Placing, Firm Placing and Open Offer having been satisfied or
waived and the Amendment, Repayment and Equitisation Agreement not having
been terminated in accordance with its terms.
M&G is a related party of the Company for the purposes of the Listing
Rules of the FCA because it is a substantial shareholder in the Company.
M&G, as at the Latest Practicable Date, is interested in 555,468,527
Existing Ordinary Shares, representing approximately 19.97% of the
Existing Issued Ordinary Share Capital of the Company. Accordingly, the
participation by M&G in the Firm Placing requires the approval of
Independent Shareholders by way of a simple majority in general meeting.
Such approval will be sought at the Extraordinary General Meeting. M&G
has also committed to subscribe for such number of Open Offer Shares as
would, when added to its holding of its Existing Ordinary Shares and its
Placing Commitment, mean that its holding on completion of the Capital
Restructuring would represent 19.97% of the then Enlarged Issued Share
Capital of the Company.
Prospectus and Notice of Extraordinary General Meeting
The Prospectus is expected to be published on or around 1 July, 2016
containing full details of how Shareholders can participate in the Open
Offer and also containing Notice of an Extraordinary General Meeting
expected to be held at 10.15 a.m. (or, if later, immediately following
the conclusion of the Annual General Meeting convened to be held at
10.00 a.m. on the same day and at the same location) on 25 July 2016.
Completion of the Capital Raise is conditional, inter alia, upon the
passing of the Capital Restructuring Resolutions set out in the Notice
of the Extraordinary General Meeting.
Copies of the Prospectus will be available from the registered office of
Kenmare Resources plc at Chatham House, Chatham Street, Dublin 2, D02
VP46, Ireland during normal business hours on any weekday (except
Saturdays, Sundays and public holidays) from the date of its publication
until Admission. The Prospectus will also be available on the Company's
website, www.kenmareresources.com.
Expected Timetable of Events
The following are the expected date in relation to events under the
Capital Restructuring.
Event Time and/or Date
Record Date for entitlements under the Open Offer 5.00 p.m. on 29 June,
2016
Ex-entitlement date for the Open Offer 1 July, 2016
Publication of the Prospectus, Application Forms and 1 July, 2016
Forms of Proxy
Open Offer Entitlements credited to stock accounts 8.00 a.m. on 4 July, 2016
in CREST of Qualifying
CREST Shareholders
Latest recommended time and date for requesting withdrawal 4.30 p.m. on 18 July,
of Open Offer Entitlements from CREST 2016
Latest recommended time and date for depositing Open 3.00 p.m. on 19 July,
Offer Entitlements into CREST 2016
Latest time and date for splitting Application Forms 3.00 p.m. on 20 July,
(to satisfy bona fide market claims) 2016
Latest time and date for receipt of completed Application 11.00 a.m. on 22 July,
Forms and payment in full under the Open Offer or 2016
settlement of relevant CREST instruction (as appropriate)
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 23 July
in respect of the Annual General Meeting 2016
Latest time and date for receipt of Forms of Proxy 10.15 a.m.* on 23 July
in respect of the 2016
Extraordinary General Meeting
Results of the Open Offer announced through an RIS 7.00 a.m. on 25 July 2016
Annual General Meeting 10.00 a.m. on 25 July
2016
Extraordinary General Meeting 10.15 a.m.* on 25 July
2016
Capital Reorganisation Record Date 6.00 p.m. on 25 July 2016
Capital Reorganisation Effective Date 8.00 a.m. on 26 July 2016
Issue of the New Ordinary Shares pursuant to the Cornerstone 8.00 a.m. on 26 July 2016
Placing and Firm Placing and Open Offer and Admission
and commencement of dealings in all such New Ordinary
Shares
CREST stock accounts expected to be credited for the 26 July 2016
New Ordinary Shares issued pursuant to the Cornerstone
Placing and Firm Placing and Open Offer
Issue and Admission of the New Ordinary Shares issued 28 July 2016
on the Debt Equitisation (if any) and under the Lender
Underwriting Equitisation (if any)
Restructuring Effective Date 28 July 2016
Shares certificates for New Ordinary Shares issued 5 August 2016
pursuant to the Cornerstone Placing and Firm Placing
and Open Offer expected to be dispatched
*or, if later, immediately following the conclusion
of the Annual General Meeting convened to be held
at 10.00 a.m. on the same day and at the same location
Notes:
1. The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement are Dublin times and may
be adjusted by the Company in consultation with the Sponsor, in which
event details of the new times and dates will be notified to the Irish
Stock Exchange, the FCA, the London Stock Exchange, and, where
appropriate, the revised time and/or date will be notified by
announcement to Shareholders through a Regulatory Information Service.
Capitalised terms used in this announcement and not otherwise defined
shall have the meaning given to them in the announcement issued by
Kenmare dated 20 June, 2016.
In this Announcement, US Dollar amounts have been converted to euro and
sterling respectively at rates of US$1: EUR1.1115 and US$1: StgGBP1.352,
being the rates prevailing as of 29 June, 2016, being the Latest
Practicable Date.
For further information, please contact:
Kenmare Resources plc Davy
Michael Carvill, Managing Director Eugenée Mulhern, Anthony Farrell, Daragh O'Reilly
Tel: +353 1 671 0411 Tel: + 353 1 679 6363
Mob: + 353 87 674 0110
Tony McCluskey, Financial Director Canaccord Genuity Limited
Tel: +353 1 671 0411 Martin Davidson, Nilesh Patel, Joe Dorey
Mob: + 353 87 674 0346 Tel: +44 207 523 4689
Jeremy Dibb, Corporate Development and Investor Relations Mirabaud Securities
Manager Rory Scott
Tel: +353 1 671 0411 Tel: + 44 207 878 3360
Mob: + 353 87 943 0367
Murray Consultants NM Rothschild & Sons Ltd
Joe Heron Andrew Webb
Tel: +353 1 498 0300 Tel: + 44 207 280 5000
Mob: +353 87 690 9735
Buchanan Hannam & Partners (Advisory) LLP
Bobby Morse Andrew Chubb, Ingo Hofmaier, Giles Fitzpatrick
Tel: +44 207 466 5000 Tel: +44 207 907 8500
This announcement is not for release, publication or distribution, in
whole or in part, directly or indirectly, in, into or from the United
States, Canada, Japan, Australia, South Africa, Hong Kong or Switzerland
or any other jurisdiction where to do so would constitute a violation of
the relevant securities laws (the "Excluded Territories"). This
announcement is for information purposes only and shall not constitute
or form part of any offer to buy, sell, issue or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for, any
securities mentioned herein (the "Securities") in the United States
(including its territories and possessions, any State of the United
States and the District of Columbia) or any other Excluded Territory.
The Securities have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"), and may not
be offered or sold in the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act. No public offering of the Securities is being
made in the United States.
This announcement has been issued by, and is the sole responsibility of,
Kenmare. None of Canaccord Genuity Ltd, J&E Davy and Mirabaud Securities
(the "Joint Bookrunners") or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever and makes no representation or warranty, express or implied,
in relation to the contents of this announcement, including its truth,
accuracy, completeness or verification (or whether any information has
been omitted from this announcement) or for any other statement made or
purported to be made by it, or on its behalf, in connection with Kenmare,
the Securities, the Capital Raise or the Debt Restructuring, whether
written, oral or in a visual or electronic form, and howsoever
transmitted or made available. Each of the Joint Bookrunners accordingly
disclaims, to the fullest extent permitted by law, all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of any loss howsoever
arising from any use of this announcement, its contents or any such
statement or otherwise arising in connection therewith.
Each of NM Rothschild & Sons Ltd, Hannam & Partners (Advisory) LLP,
Canaccord Genuity Ltd and Mirabaud Securities (each of whom is
authorised and regulated in the United Kingdom by the FCA) and J&E Davy
(who is regulated in Ireland by the Central Bank) are acting exclusively
for Kenmare and no one else in connection with the Capital Raise. They
will not regard any other person (whether or not a recipient of this
announcement) as a client in relation to the Capital Raise and will not
be responsible to anyone other than Kenmare for providing the
protections afforded to their respective clients nor for giving advice
in relation to the Capital Raise or any transaction or arrangement
referred to in this announcement and accordingly disclaim all and any
liability whether arising in tort, contract or otherwise which they
might have in respect of this announcement or any such statement.
This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward looking statements can be
identified by the use of forward looking terminology, including the
terms "anticipates", "believes", "estimates", "expects", "intends",
"may", "plans", "projects", "should" or "will", or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that
are not historical facts. They appear in a number of places throughout
this announcement and include, but are not limited to, statements
regarding Kenmare's intentions, beliefs or current expectations
concerning, amongst other things, Kenmare's results of operations,
financial position, liquidity, prospects, growth, strategies and
expectations for its Mine and the titanium mining industry.
By their nature, forward looking statements involve risk and uncertainty
because they relate to future events and circumstances. Forward-looking
statements are not guarantees of future performance and the actual
results of Kenmare's operations, financial position and liquidity, and
the development of the markets and the industry in which Kenmare
operates may differ materially from those described in, or suggested by,
the forward-looking statements contained in this announcement.
Forward-looking statements may, and often do, differ materially from
actual results. Any forward-looking statements in this announcement
reflect Kenmare's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to Kenmare's operations, results
of operations, financial position and growth strategy.
This announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Kenmare Resources via Globenewswire
HUG#2024404
http://www.kenmareresources.com/
(END) Dow Jones Newswires
June 30, 2016 12:16 ET (16:16 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
Kenmare Resources (LSE:KMR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Kenmare Resources (LSE:KMR)
Historical Stock Chart
From Jul 2023 to Jul 2024
