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 THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
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")
published by Kenmare Resources plc ("Kenmare" or the "Company and,
together with its subsidiaries, the "Group") today 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.
A copy of the Prospectus has been made available on the Company's
website (www.kenmareresources.com) and is available for viewing at the
National Storage Mechanism at www.hemscott.com/nsm. Neither this
announcement nor any part of it shall form the basis of or be relied on
in connection with or act as an inducement to enter into any contract or
commitment whatsoever.
1 July, 2016
Kenmare Resources plc
Publication of Prospectus and Notice of Extraordinary General Meeting
The prospectus dated 1 July, 2016, relating to the Proposed Capital
Restructuring comprising, inter alia, the proposed Cornerstone Placing,
Firm Placing and Open Offer, details of which were announced by the
Company on 30 June, 2016, has been approved by the Central Bank of
Ireland.
An Extraordinary General Meeting to consider the Resolutions for
implementation of the Capital Reorganisation, Capital Restructuring and
Capital Raise has been convened for 10.15 a.m. on 25 July 2016 at The
Fitzwilliam Hotel, St. Stephen's Green, Dublin 2 (or, if later,
immediately following the conclusion of the AGM convened for 10.00 a.m.
on the same day and at the same location). Notice of the EGM and an
accompanying explanatory letter from the Chairman of the Company are
included in the Prospectus.
The Prospectus has been published and is available for inspection in
electronic form on the Company's website www.kenmareresoucres.com and
will be available for viewing at the National Storage Mechanism at
www.hemscott.com/nsm.
Davy, Canaccord and Mirabaud are acting as Joint Bookrunners in respect
of the Capital Raise and Rothschild and Hannam & Partners are acting as
financial advisers to the Company.
Applications for Listing
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 78,447,985
New Ordinary Shares to be issued pursuant to the Cornerstone Placing and
the Firm Placing 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.
Application has been made to the Irish Stock Exchange for up to
39,181,767 New Ordinary Shares to be issued pursuant to the Open Offer
(and the Lender Underwriting (if any)) to be admitted to the Official
List and trading on its regulated market. Application has been made to
the FCA for the New Ordinary Shares to be issued pursuant to the Open
Offer (and the Lender Underwriting (if any)) to be admitted to the
Official List of the FCA and application has been made to the London
Stock Exchange for New Ordinary Shares to be issued pursuant to the Open
Offer (and the Lender Underwriting (if any)) 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 New Ordinary Shares
to be issued pursuant to the Open Offer will commence at 8.00 a.m. on 26
July, 2016, being the first business day following the passing of the
Capital Restructuring Resolutions.
Application has been made to the Irish Stock Exchange for up to
7,609,371 New Ordinary Shares to be issued pursuant to the Debt
Equitisation (if any) to be admitted to the Official List and trading on
its regulated market. Application has been made to the FCA for the New
Ordinary Shares to be issued pursuant to the Debt Equitisation (if any)
to be admitted to the Official List of the FCA and application has been
made to the London Stock Exchange for the New Ordinary Shares to be
issued pursuant to the Debt Equitisation (if any) 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 New Ordinary Shares
to be issued pursuant to the Debt Equitisation (if any) and the Lender
Underwriting (if any) will commence at8.00 a.m. on 28 July, 2016.
Application has been made to the Irish Stock Exchange for 191,570 New
Ordinary Shares to be issued to Absa 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 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.
Capitalised terms used in this announcement and not otherwise defined
shall have the meaning given to them in the Prospectus.
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 Davison, 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#2024851
http://www.kenmareresources.com/
(END) Dow Jones Newswires
July 01, 2016 10:00 ET (14:00 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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