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")
25 July, 2016
Confirmation of Lender Shares and Total Voting Rights
Kenmare advises that, in accordance with the terms of the Amendment,
Repayment and Equitisation Agreement, the number of New Ordinary Shares
to be issued to Lenders under the Capital Restructuring has been
finally determined to be 14,131,631 New Ordinary Shares in aggregate,
comprising 7,603,860 New Ordinary Shares to be issued to Lenders at the
Issue Price pursuant to the Debt Equitisation and 6,527,771 New Ordinary
Shares to be issued to Lenders at the Issue Price pursuant to the Lender
Underwriting, with no New Ordinary Shares to be issued pursuant to the
F/X Arrangements.
Following Admission of the New Ordinary Shares to be issued pursuant to
the Capital Raise at 8.00 a.m on 26 July 2016, the Company's total
issued and voting share capital will comprise 95,278,349 ordinary shares
of nominal value EUR0.001 each.
Following Admission of the New Ordinary Shares to be issued pursuant to
the Debt Equitisation and Lender Underwriting and the Absa Shares at
8.00 a.m. on 28 July 2016, the Company's total issued and voting share
capital will comprise 109,601,551 ordinary shares of nominal value
EUR0.001 each.
These figures 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.
All capitalised/defined terms in this announcement and not otherwise
defined shall have meaning given to them in the prospectus published by
Kenmare on 1 July 2016 (the "Prospectus"). The Prospectus is available
for inspection in electronic form on the Company's website.
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#2030506
http://www.kenmareresources.com/
(END) Dow Jones Newswires
July 25, 2016 12:30 ET (16:30 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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