Result of EGM
March 29 2010 - 7:22AM
UK Regulatory
TIDMKMR
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Kenmare Resources plc
Result of Extraordinary General Meeting
Dublin/London - 29 March, 2010: The Board of Directors of Kenmare Resources
("Kenmare" or "the Company") is pleased to announce that all of the
Resolutions proposed at the Extraordinary General Meeting held in Dublin today
to approve the proposed Placing and Open Offer and Firm Placing ("the Capital
Raising") of, in aggregate, 1,497,030,066 New Ordinary Shares and other related
matters were duly passed without amendment by the required majority on a show of
hands.
Full details of the Resolutions were set out in the combined circular
and prospectus published by Kenmare and circulated on 5 March 2010 ("the
Prospectus").
The proxy votes over 565,038,879 Ordinary Shares lodged in respect of
the Resolutions were as follows:
+----------------------------+-----------------+--------------+----------------+
|Resolutions |For |Against |Withheld |
+----------------------------+-----------+-----+---------+----+-----------+----+
| |Number |% |Number |% |Number |% |
+----------------------------+-----------+-----+---------+----+-----------+----+
|Ordinary Resolution |562,983,032|99.78|1,265,435|0.22|790,412 |0.00|
| | | | | | | |
|Increase in the authorised | | | | | | |
|share capital | | | | | | |
+----------------------------+-----------+-----+---------+----+-----------+----+
|Ordinary Resolution |562,971,677|99.77|1,277,568|0.23|789,634 |0.00|
|Authorise allotments of | | | | | | |
|ordinary shares | | | | | | |
+----------------------------+-----------+-----+---------+----+-----------+----+
|Special Resolution |534,698,284|99.78|1,177,531|0.22|29,163,064 |0.00|
| | | | | | | |
|Dis-apply pre-emption rights| | | | | | |
+----------------------------+-----------+-----+---------+----+-----------+----+
|Ordinary Resolution |535,566,065|99.90|542,402 |0.10|28,930,412 |0.00|
|Approve the Issue Price | | | | | | |
+----------------------------+-----------+-----+---------+----+-----------+----+
|Ordinary Resolution |369,080,495|99.67|1,245,173|0.34|194,713,211|0.00|
|Approve the participation by| | | | | | |
|M&G (as a related party of | | | | | | |
|the Company) in the Placing | | | | | | |
|and Firm Placing | | | | | | |
+----------------------------+-----------+-----+---------+----+-----------+----+
Notes
1. Any proxy appointments which gave discretion to the Chairman have been
included in the 'for' total.
2. A 'vote withheld' is not a vote in law and is not counted in the
calculation of the proportion of the votes 'for' and 'against' a resolution.
3. The issued share capital as at 29 March, 2010 is 906,097,146 Ordinary
Shares.
4. All percentages are shown to two decimal places.
Kenmare has forwarded two copies of the Resolutions passed at
the Extraordinary General Meeting to the Irish Stock Exchange and the UK Listing
Authority, where they will shortly be available for viewing at the following
addresses:
1. Company Announcements Office,
Irish Stock Exchange,
28 Anglesea Street,
Dublin 2,
Ireland.
Tel: + 353 1 6174200
2. Financial Services Authority,
25 The North Colonnade,
Canary Wharf,
London E14 5HS,
United Kingdom.
Tel: + 44 207 066 1000.
The full text of the Resolutions can be viewed on the Company's
website, www.kenmareresources.com <http://www.kenmareresources.com/>. Details
of the proxy votes received will also shortly be available on the Company's
website.
The Capital Raising remains conditional upon the Placing and Open Offer
Agreement becoming unconditional in all respects and upon Admission. Admission
(and completion of the Capital Raising) is expected to occur on 1 April, 2010.
This announcement should be read in conjunction with the full text of 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#1398704]
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