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). Investors should not
purchase or subscribe for any transferable securities referred to in
this announcement except on the basis of information contained in the
prospectus (the "Prospectus") published on 1 July 2016 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.
Kenmare Resources plc ("Kenmare" or "the Company")
22 July 2016
Capital Restructuring Update and Results of Open Offer
On 30 June 2016, Kenmare announced that it had secured US$275 million of
equity commitments, enabling the Capital Restructuring and Open Offer to
proceed. The US$275 million comprised US$100 million pursuant to the
Cornerstone Placing, US$145.7 million cash commitments under the Firm
Placing, and US$29.3 million under the Lender Underwriting. Funds raised
in the Open Offer up to US$29.3 million would be applied to reduce the
Lender Underwriting, while full subscription under the Open Offer would
reduce the Company's gross debt to nil. The Open Offer closed for
acceptances today.
This announcement contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). To
comply with the requirements of MAR, as recently introduced, the Company
has accelerated this announcement of the results of the Open Offer which
the Prospectus had indicated would be made at 7.00 a.m. on 25 July 2016.
Kenmare announces that it has received valid acceptances, including
applications under the Excess Application Facility, under the Open Offer
in respect of 2,920,837 Open Offer Shares from Qualifying Shareholders.
This represents approximately 7.45 per cent. of the Open Offer Shares
offered pursuant to the Open Offer. Qualifying Shareholders who validly
applied for Open Offer Shares pursuant to their Open Offer Entitlement
will receive the full amount of Open Offer Shares they applied for and
will also receive any Open Offer Shares applied for under the Excess
Application Facility.
A total of 2,920,837 Open Offer Shares will therefore be issued to
Qualifying Shareholders, which will provide the Company with gross
proceeds from the Open Offer of GBP6,721,387.62 and EUR56,180.65,
representing, at exchange rates prevailing today, US$8.9 million of
gross proceeds.
The gross proceeds of the Open Offer will reduce the Lender
Underwriting. The exact reduction in Lender Underwriting will be
determined on the basis of exchange rates published on 25 July 2016 and
therefore the exact number of New Ordinary Shares to be issued to
Lenders pursuant to the Lender Underwriting will be determined then.
However, on the basis of prevailing exchange rates, Lender Underwriting
would be reduced to US$20.4 million and a total of 6,527,773 New
Ordinary Shares would be issued to Lenders pursuant to the Lender
Underwriting.
In addition, pursuant to the Amendment, Repayment and Equitisation
Agreement, the amount of outstanding Project Debt (after applying
repayments, write-offs and Lender Underwriting) in excess of US$100
million will be equitised into New Ordinary Shares and issued to Lenders
at the Issue Price so as to discharge that excess. On this basis, a
total of 7,603,860 New Ordinary Shares will be issued to Lenders at the
Issue Price pursuant to the Debt Equitisation (discharging US$23.8
million of Project Debt) on the expectation that no New Ordinary Shares
will be required to be issued pursuant to the F/X Arrangements. The
number of New Ordinary Shares required to be issued pursuant to the F/X
Arrangements will be finally determined on the basis of a euro/US Dollar
exchange rate as at 3:00pm on 25 July 2016. However, on the basis of
the prevailing euro/US Dollar exchange rate, it is not expected that any
New Ordinary Shares will be required to be issued pursuant to the F/X
Arrangements.
The net effect of these arrangements will be that the amount of Project
Debt remaining outstanding following the completion of the Capital
Restructuring will be US$100 million.
Michael Carvill, Managing Director of Kenmare stated:
"Subject to shareholder approval at the EGM on Monday, 25 July, the
completion of the Capital Restructuring will see Kenmare's gross
outstanding debt reduced by 74% to US$100m and provide the company with
US$75m of cash, before expenses. Lower gross debt and reduced interest
rates will reduce annualised interest costs by c.84%, in comparison with
2015, while the enhanced cash position provides Kenmare with an
excellent platform to deliver strong returns to its shareholders. The
strengthening of the balance sheet, allied with falling cash costs and
vastly increased power stability, allows Kenmare to benefit from the
improvement in the titanium feedstock market we are currently
experiencing."
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 raised under the
Cornerstone Placing, Firm Placing, Open Offer and Lender Underwriting:
Sources Uses
Capital Raise (funds raised under the Cornerstone US$275 million Applied US$200 million(1)
Placing, Firm Placing, Open Offer and Lender Underwriting) to repay
and
discharge
Project
Debt
Working US$75 million(2)
Capital
and
expenses
of the
issue
1. US$200 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.
In addition to the participation of directors in the Firm Placing, as
disclosed in the Prospectus, Steven McTiernan, Chairman, has subscribed
for his Open Offer Entitlements and applied for additional Open Offer
Shares under the Excess Application Facility, for in aggregate 10,789
Open Offer Shares.
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 Capital Raise is conditional upon, amongst other things, the passing
by Shareholders of the Resolutions proposed for consideration at the
Extraordinary General Meeting (scheduled to take place at 10.15 a.m., 25
July 2016), all of the Capital Restructuring Agreements becoming
unconditional in all respects and not having been terminated in
accordance with their respective terms, and Admission of the New
Ordinary Shares issued under the Capital Raise.
Expected Timetable of Events
Set out below is an expected timetable of principal events in relation
to the completion of the Restructuring.
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 26 July 2016
Issue of the New Ordinary Shares pursuant to the Cornerstone 8.00 a.m. on 26
Placing and Firm Placing and Open Offer and Admission July 2016
and commencement of dealings in all such New Ordinary
Shares
CREST stock accounts expected to be credited for the 8.00 a.m. on 26
New Ordinary Shares issued pursuant to the Cornerstone July 2016
Placing and Firm Placing and Open Offer
Issue of the New Ordinary Shares pursuant to the Debt 8.00 a.m. on 28
Equitisation and the Lender Underwriting, and Admission July 2016
and commencement of dealings in all such New Ordinary
Shares
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 Prospectus 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
(2) References to times in the timetable are to Dublin times unless
otherwise stated.
Listing Applications
Application has been made to the Irish Stock Exchange for the 13,909,527
Ordinary Shares of nominal value EUR0.001 in the capital of the Company
(being the Ordinary Shares in issue on completion of the Capital
Reorganisation) to be admitted to the Official List and trading on its
regulated market. Application has been made to the FCA for these
Ordinary Shares to be admitted to the Official List of the FCA and
application has been made to the London Stock Exchange for these
Ordinary Shares to be admitted to trading on the London Stock Exchange's
main market. It is expected that such admission will become effective
and dealings in these Ordinary Shares will commence at 8.00 a.m. on 26
July, 2016, being the Capital Reorganisation Effective Date.
Application has been made to the Irish Stock Exchange for the 81,368,822
New Ordinary Shares to be issued pursuant to the Cornerstone Placing,
the Firm Placing and the Open Offer to be admitted to the Official List
and trading on its regulated market. Application has been made to the
FCA for these New Ordinary Shares to be admitted to the Official List of
the FCA and application has been made to the London Stock Exchange for
these New Ordinary Shares to be admitted to trading on the London Stock
Exchange's main market. It is expected that such admission will become
effective and dealings in the New Ordinary Shares to be issued pursuant
to the Cornerstone Placing and the Firm Placing will commence at 8.00
a.m. on 26 July 2016, being the first business day following the passing
of the Capital Restructuring Resolutions.
Upon determination of the final number of New Ordinary Shares to be
issued to Lenders pursuant to the Lender Underwriting and the Debt
Equitisation, application will be made to the Irish Stock Exchange for
such New Ordinary Shares to be admitted to the Official List and to
trading on its regulated market. At the same time, application will be
made to the FCA for these New Ordinary Shares to be admitted to the
Official List of the FCA and application will be made to the London
Stock Exchange for these New Ordinary Shares to be admitted to trading
on the London Stock Exchange's main market. It is expected that
Admission will become effective and dealings in these New Ordinary
Shares will commence at 8.00 a.m. on 28 July 2016.
Application has been made to the Irish Stock Exchange for 191,571 New
Ordinary Shares to be issued to Absa as Absa Shares to be admitted to
the Official List and trading on its regulated market. Application has
been made to the FCA for the Absa Shares to be admitted to the Official
List of the FCA and application has been made to the London Stock
Exchange for the Absa Shares to be admitted to trading on the London
Stock Exchange's main market. It is expected that Admission will become
effective and dealings in the Absa Shares will commence at 8.00 a.m. on
28 July, 2016.
Following admission of the New Ordinary Shares pursuant to the Capital
Restructuring and the admission of the Absa Shares, the Company's total
issued and voting share capital would, on the basis of prevailing
exchange rates, comprise 109,601,553 ordinary shares of nominal value
EUR0.001 each. It is expected that the final total figure for such
issued and voting share capital will be announced separately on 25 June
2016; that final figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are required
to notify their interest in, or a change to their interest in,
securities of the Company under the Transparency (Directive 2004/109/EC)
Regulations 2007 and the Transparency Rules.
This announcement should be read in conjunction with the full text of
the prospectus published by Kenmare on 1 July 2016 (the "Prospectus").
All capitalised/defined terms in this announcement and not otherwise
defined shall have meaning given to them in the Prospectus. The
Prospectus is available for inspection in electronic form on the
Company's website www.kenmareresources.com.
For further information, please contact:
Kenmare Resources plc Davy
Michael Carvill, Managing Director 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 Davison, Nilesh Patel, Joe Dorey
Mob: +353 87 674 0346 Tel: +44 207 523 4689
Jeremy Dibb, Corporate Development Mirabaud Securities
and Investor Relations 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#2030278
http://www.kenmareresources.com/
(END) Dow Jones Newswires
July 22, 2016 13:15 ET (17:15 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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