Doc re. Result of Placing and Open Offer
March 29 2010 - 3:01AM
UK Regulatory
TIDMKMR
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SO
Kenmare Resources plc
Results of Placing and Open Offer
Dublin/London - 29 March, 2010: On 5 March 2010, the Board of Directors of
Kenmare Resources plc ("Kenmare" or "the Company") announced details of
a proposed Placing and Open Offer and Firm Placing ("the Capital Raising") to
raise approximately Stg GBP179.6 million (approximately US$269.9 million) through
the issue of, in aggregate, 1,497,030,066 New Ordinary Shares at an Issue Price
of Stg12 pence per New Ordinary Share, with 748,515,033 New
Ordinary Shares to be issued through the Placing and Open Offer and 748,515,033
New Ordinary Shares to be issued through the Firm Placing.
The Open Offer closed for acceptances at 11.00 a.m. on 26 March, 2010. Kenmare
is pleased to announce that it has received valid acceptances under the Open
Offer in respect of 550,449,053 Open Offer Shares from Qualifying Shareholders.
This represents approximately 73.5 per cent. of the Open Offer Shares offered
pursuant to the Open Offer.
Accordingly, the remaining 198,065,980 Open Offer Shares, representing
approximately 26.5 per cent. of the Open Offer Shares to be issued through the
Placing and Open Offer, have been allocated to the investors with whom they had
been conditionally placed.
The Capital Raising is conditional upon, amongst other things, the approval by
Shareholders of all of the Resolutions at the Extraordinary General Meeting
(scheduled for 11.00 a.m. today) and upon Admission. The 1,497,030,066 New
Ordinary Shares are expected to be admitted to the Official List of the Irish
Stock Exchange and the Official List of the UK Listing Authority and to trading
on the Irish Stock Exchange's and the London Stock Exchange's respective main
markets for listed securities with effect from 8.00 a.m. on 1 April, 2010.
Thereafter Kenmare will have a total of 2,403,127,212 Ordinary Shares issued and
outstanding.
Set out below is an expected timetable of principal events in relation to the
completion of the Capital Raising.
Extraordinary General Meeting 11.00a.m. on 29 March, 2010
Admission and commencement of dealings in the New 8.00 a.m. on 1 April, 2010
Ordinary Shares
New Ordinary Shares, in uncertificated form, 8.00 a.m. on 1 April, 2010
expected to be credited to CREST accounts
Despatch of definitive share certificates for New by 8 April, 2010
Ordinary Shares in certificated form
Notes:
(1) The times and dates set out in the expected timetable of principal
events above and mentioned throughout this announcement may be adjusted by the
Company, in which event details of the new times and dates will be notified to
the Irish Stock Exchange, the UK Listing Authority, the London Stock Exchange,
and, where appropriate, Qualifying Shareholders by means of an announcement
through a Regulatory Information Service.
(2) References to times in the timetable are to Dublin times
unless otherwise stated.
This announcement should be read in conjunction with the full text of the
combined circular and prospectus published by Kenmare and circulated on 5
March, 2010 ("the Prospectus"). All capitalised/defined terms in this
announcement have the same meaning as those contained in the Prospectus. Copies
of the Prospectus are available from the Company's registered office at Chatham
House, Chatham Street, Dublin 2, Ireland and at the Company's website at
www.kenmareresources.com <http://www.kenmareresources.com/>.
For further information, please contact:
Kenmare Resources plc
Michael Carvill, Managing Director Tony McCluskey, Finance Director
Tel: +353 1 6710411 Tel: +353 1 6710411
Mob: + 353 87 674 0110 Mob: + 353 87 674 0346
J.P. Morgan Cazenove Davy
Laurence Hollingworth/Neil Passmore Hugh McCutcheon/Eugenée Mulhern
Tel: +44 20 7588 2828 Tel: +353 1 679 6363
Murray Consultants Conduit PR Ltd
Joe Heron Leesa Peters/Charlie Geller
Tel: +353 1 498 0300 Tel: +44 207 429 6600
Mob: + 353 86 255 8400 Mob: +44 781 215 9885
IMPORTANT NOTICE
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities.
This announcement has not been approved by the Irish Financial Regulator, the
Financial Services Authority or by any other regulatory authority.
The securities of the Company referred to above (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 unless
registered under the Securities Act or an exemption from such registration is
available. No public offering of Securities is being made in the United States.
Any representation to the contrary is a criminal offence in the United States.
The securities mentioned herein and in the Prospectus may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in any Excluded
Territory absent registration or an applicable exemption from the registration
requirements of the relevant laws of any Excluded Territory. There will be no
public offer of such securities in any Excluded Territory. This announcement
does not constitute an offer to sell, or a solicitation of an offer to subscribe
for, the securities being issued in any jurisdiction in which such offer or
solicitation is unlawful.
J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd.
J.P. Morgan Securities Ltd. is acting as global co-ordinator, bookrunner and
joint broker to Kenmare in respect of the Capital Raising. J&E Davy ("Davy") is
acting as joint broker, co-bookrunner and sponsor to Kenmare in respect of the
Capital Raising. Canaccord Adams Limited ("Cannacord Adams") and Mirabaud
Securities LLP ("Mirabaud Securities") are each acting as joint broker and
co-bookrunner to Kenmare in respect of the Capital Raising. Rothschild is
acting as financial adviser to Kenmare in respect of the Capital Raising
This announcement has been issued by and is the sole responsibility of Kenmare.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
J.P. Morgan Securities Ltd.., Davy, Canaccord Adams, Mirabaud Securities or
Rothschild or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any responsibility or liability therefore
whether arising in tort, contract or otherwise is expressly disclaimed.
J.P. Morgan Securities Ltd., Canaccord Adams, Mirabaud Securities and
Rothschild, each of which is authorised and regulated in the United Kingdom by
the FSA, are acting exclusively for the Company and no one else in connection
with the Capital Raising and will not regard any other person as their client in
relation to the Capital Raising and will not be responsible to anyone other than
the Company for providing the protections afforded to their clients or for
providing advice in connection with the Capital Raising or any other matter
referred to in this announcement.
Davy, which is authorised and regulated in Ireland by the Financial Regulator,
is acting exclusively for the Company and no one else in connection with the
Capital Raising and will not regard any other person as its client in relation
to the Capital Raising and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in connection with the Capital Raising or any other matter referred to in
this announcement.
[HUG#1398406]
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