Kenmare Resources: Confirmation of Lender Shares and Total Voting Rights

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 €0.001 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 €0.001 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.

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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.