Kenmare Resources: Capital Restructuring Update and Results of Open Offer

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 £6,721,387.62 and €56,180.65, 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:

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.

* 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 €0.001 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 €0.001 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:

                                                                                                   
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.