Result of Tender Offer
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Kenmare Resources plc
(“Kenmare” or the “Company”)
11 September 2023
Results of Tender 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 (the
"Mine" or "Moma") in northern
Mozambique, is pleased to announce the final results of the Tender
Offer, details of which were set out in the circular published by
the Company and sent to Shareholders on 16 August 2023 (the
“Circular”).
A total of 22,006,119 Shares were validly
tendered by Eligible Shareholders under the Tender Offer and,
following application of the scale-back mechanism as set out in the
Circular, a total of 5,601,390 Shares will be purchased under the
Tender Offer (representing 5.9 per cent of the Company’s issued
ordinary share capital). The Shares will be purchased at the Tender
Price of £4.22 per Share and, at this price, the total value of all
Shares to be purchased is £23.6 million. All of the Shares tendered
by Eligible Shareholders with holdings of 1,000 Shares or fewer
will be purchased. Approximately 0.14 per cent of the Shares
tendered by other Eligible Shareholders in excess of their 5.9 per
cent Basic Entitlement will also be
purchased.1
Under the terms of the Repurchase Agreement,
Peel Hunt LLP has a put option exercisable until 6.00 p.m. on 13
September 2023 to require the Company to purchase from Peel Hunt
LLP the Shares purchased pursuant to the Tender Offer at the Tender
Price. The Shares purchased by the Company pursuant to exercise of
the put option will be cancelled (the
“Cancellation”).
On completion of the Tender Offer and the
Cancellation, the Company’s issued ordinary share capital will be
89,228,161 Shares and the total number of voting rights in the
Company will be 89,228,161. This 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, the Company under the Transparency
Regulations and the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority.
It is expected that cheques for Tender Offer
proceeds in respect of successfully tendered Shares to certificated
holders will be despatched on the week commencing 18 September 2023
and Euroclear Bank accounts credited with Tender Offer proceeds by
22 September 2023.
Capitalised terms in this announcement, unless
otherwise defined have the same meanings given to them in the
Circular.
This announcement does not constitute, or form
part of, an offer or any solicitation of an offer, to purchase or
repurchase securities in any jurisdiction or constitute a
recommendation or advice in respect of any securities or other
financial instruments or any other matter.
For further information, please contact:
Kenmare Resources plcJeremy Dibb /Michael
StarkeInvestor Relationsir@kenmareresources.com Tel: +353 1 671
0411Mob: + 353 87 943 0367
Murray (PR advisor)Paul
O’Kanepokane@murraygroup.ieTel: +353 1 498 0300Mob: +353 86 609
0221
Important Notice
This Announcement contains inside
information.
About Kenmare
Kenmare Resources plc is one of the world’s
largest producers of mineral sands products. Listed on the London
Stock Exchange and the Euronext Dublin, Kenmare operates the Moma
Titanium Minerals Mine in Mozambique. Moma’s production accounts
for approximately 7% of global titanium feedstocks and the Company
supplies to customers operating in more than 15 countries. Kenmare
produces raw materials that are ultimately consumed in everyday
“quality-of life” items such as paints, plastics and ceramic
tiles.
Peel Hunt LLP, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority in the
conduct of investment business, is acting exclusively for the
Company and no-one else in connection with the Tender Offer and the
matters described in this Announcement. Peel Hunt LLP will not
regard any other person as its customer or be responsible to any
other person for providing the protections to customers of Peel
Hunt LLP nor for providing advice in relation to the transactions
and arrangements described in this Announcement.
1 Note: Euroclear Nominees Limited is the
Shareholder through which Euroclear Participants and CDI Holders
hold interests in Ordinary Shares. Accordingly, Eligible Euroclear
Participants and Eligible CDI Holders should note that Euroclear
Bank will calculate and apply its own proration with respect to the
Ordinary Shares successfully tendered by Euroclear Nominees Limited
on behalf of Eligible Euroclear Participants and Eligible CDI
Holders.
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