Kenmare Resources Kenmare Resources : Confirmation Of Lender Shares And Total Voting Rights

 
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: [phone]                 Tel: [phone] 
 Mob: [phone] 
Tony McCluskey, Financial Director   Canaccord Genuity Limited 
 Tel: [phone]                 Martin Davison, Nilesh Patel, Joe Dorey 
 Mob: [phone]                Tel: [phone] 
Jeremy Dibb, Corporate Development   Mirabaud Securities 
 and Investor Relations Manager       Rory Scott 
 Tel: [phone]                 Tel: [phone] 
 Mob: [phone] 
Murray Consultants                   NM Rothschild & Sons Ltd 
 Joe Heron                            Andrew Webb 
 Tel: [phone]                 Tel: [phone] 
 Mob: [phone] 
Buchanan                             Hannam & Partners (Advisory) LLP 
 Bobby Morse                          Andrew Chubb, Ingo Hofmaier, Giles Fitzpatrick 
 Tel: [phone]                Tel: [phone] 
 
 
 
   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.