KMR Kenmare Resources Plc

 

TIDMKMR 
 
RNS Number : 9863O 
Kenmare Resources PLC 
07 July 2010 
 
 
 
7 July 2010 
 
                              Kenmare Resources plc 
 
              Reclassification of Irish Listing of Ordinary Shares 
 
The Board of Kenmare Resources plc ("Kenmare" or the "Company") announces the 
Reclassification of its Ordinary Shares on the Main Securities Market of the 
Irish Stock Exchange from the current primary listing to a secondary listing 
(the "Reclassification"). Kenmare also advises that it has been in discussions 
with the FTSE to obtain a UK Nationality classification and, subject to the 
Reclassification of its Irish Stock Exchange listing, admission to the FTSE UK 
index is expected in September 2010. 
 
Trading in the Ordinary Shares will continue to be conducted on the respective 
main markets for listed securities of the Irish Stock Exchange and the London 
Stock Exchange, on a secondary listing and premium listing basis respectively. 
The Company will continue to maintain its head office and registered office in 
Ireland, and to be domiciled in Ireland. It is expected that the 
Reclassification will become effective on or around 6 August, 2010. 
 
 
Background to and reasons for the Reclassification 
As Shareholders are aware, in March 2010 the Company completed a firm placing 
and placing and open offer to raise gross proceeds of GBP179.6 million 
(approximately US$270 million) through the issue of 1,497,030,066 Ordinary 
Shares at an issue price of 12 pence per Ordinary Share in order to finance the 
expansion of its existing mining operation at Moma in Mozambique. This 
significant fundraising, together with previous smaller fundraisings in 2008 and 
2009, has resulted in a gradual migration of the shareholder base to the UK. 
Based on the share register as of 30 June, 2010 approximately 95% of shares in 
issue are registered as being held at an address in the UK. Analysis of the 
beneficial ownership of the Company also indicates a concentration in the UK, 
with Shareholders having a notifiable interest in the Company (that is a voting 
interest in excess of 3%) representing in aggregate approximately 35% of the 
existing issued share capital being UK investment institutions. Conversely, only 
approximately 4% of the existing issued share capital of the Company is known to 
be beneficially held by Irish resident shareholders. Consistent with this trend, 
trading in the Company's shares has also migrated to the London Stock Exchange 
with approximately 96% of total volume in the period 1 January, 2010 to 30 May, 
2010 occurring on the London Stock Exchange. In addition, whilst Kenmare has its 
head office and registered office in Ireland, the Company does not have any 
source of revenue generation in the country (all of its operations being in 
Mozambique). 
 
These combined factors have a number of potential consequences: 
 
-       Kenmare can qualify under the strict criteria imposed by the Irish Stock 
Exchange under paragraph 11.4 of the Irish Listing Rules to be treated as an 
overseas company with a secondary listing in Ireland; and 
 
-       in the event that Kenmare does change its listing status in Ireland to 
that of an overseas company, this increases the possibility that Kenmare could 
qualify for admission to the FTSE UK Index Series. 
 
Kenmare has applied to the Irish Stock Exchange to have its listing status 
changed so that it is classified as an overseas company with a secondary listing 
in Ireland. It is expected that the Reclassification will be effective on or 
around 6 August, 2010. 
 
Kenmare has also had discussions with FTSE in relation to its potential 
categorisation and, subject to the Reclassification, it is expected that Kenmare 
will be approved for a FTSE UK Nationality classification, with admission to the 
FTSE UK index envisaged in September 2010. 
 
The Board believes that the proposed Reclassification is in the best interests 
of the Company and its Shareholders for the following reasons: 
 
-       it is commensurate with, and reflective of, the shareholder and share 
trading profile of the Company; 
 
-       by retaining the premium listing on the Official List of the UK Listing 
Authority, Shareholders are assured that substantially the same regulatory 
regime and protections continue to apply (see "Regulatory Impact of the 
Reclassification" below); 
 
-       through retaining a secondary listing on the Irish Stock Exchange, Irish 
and other Eurozone Shareholders will continue to have access to a Euro currency 
quote and Kenmare Shares are expected to continue to form part of the ISEQ 
Indices. It is not therefore expected that the change in listing will have any 
material impact on trading or liquidity in the Company's Shares in Ireland. 
Kenmare maintains its commitment to Ireland and to its Irish Shareholders, will 
continue to maintain its head office and registered office in Ireland, and will 
retain its Irish tax domicile status; and 
 
-       admission to the FTSE UK Index Series would, the Board believes, be in 
the immediate and longer term interests of the Company and its Shareholders as 
FTSE membership would be expected to attract additional investment in the 
Company's Shares from UK index tracker funds, thereby further enhancing 
liquidity, while the additional credibility and profile which FTSE membership 
may result in should further improve Kenmare's position with its customers, 
suppliers and other organisations with whom it conducts business. 
 
 
Regulatory Impact of the Reclassification 
A premium listing in the UK (which prior to 6 April, 2010 was known as a primary 
listing) imposes all of the super-equivalent regulatory obligations which are 
also imposed as a consequence of a primary listing in Ireland. These include 
observance by Directors of a code of dealing no less prescriptive that the Model 
Code, compliance with the Combined Code (on a comply or explain basis), 
compliance with the UKLA Listing Rules in relation to, inter alia, rules 
relating to share buy backs and treasury shares, rules relating to equity 
issues, and requirements to announce and/or obtain shareholder approval for 
certain transactions (due to their size and nature and/or when involving certain 
related parties). Accordingly, the Reclassification will not result in any 
material change or diminution in the shareholder rights and investor protections 
currently applicable to Kenmare Shareholders under the Irish Listing Rules. 
 
In addition, Kenmare will remain subject to the Market Abuse Regulations, the 
Transparency Regulations and the Prospectus Regulations and their respective 
rules. Ireland will continue to be the home country of the Company for the 
purposes of compliance with EU directives and the Financial Regulator will 
continue to be the Company's competent authority for these purposes. The Company 
will also remain subject to the remit of the Irish Takeover Rules. 
 
Conclusion 
Given the concentration of Kenmare Shareholders in the UK and the associated 
increase in liquidity of trading in the Ordinary Shares on the London Stock 
Exchange, the Board believes that the Reclassification is in the best interests 
of the Company and its Shareholders as a whole. 
 
 
A circular detailing the Reclassification will be sent to shareholders in due 
course and once posted will be available on the Company's website 
www.kenmareresources.com. 
 
For further information please contact: 
 
Kenmare Resources plc 
+-----------------------------------+ 
| Tony McCluskey, Financial         | 
| Director                          | 
| Tel: +353 1 6710411               | 
| Mob: + 353 87 674 0346            | 
+-----------------------------------+ 
 
+------------------------------+------------------------------+ 
| J.P. Morgan Cazenove         | Davy                         | 
| Laurence Hollingworth        | Hugh McCutcheon              | 
| Neil Passmore                | Eugenée Mulhern              | 
| Tel: +44 20 7325 1000        | Tel: +353 1 679 6363         | 
+------------------------------+------------------------------+ 
 
+------------------------------+------------------------------+ 
| Murray Consultants           | Conduit PR Ltd               | 
| Joe Heron                    | Charlie Geller /Leesa Peters | 
| Tel: +353 1 498 0300         | Tel: +44 20 7429 6604        | 
| Mob: + 353 87 690 9735       | Mob: +44 752 823 3383        | 
+------------------------------+------------------------------+ 
 
In this announcement terms not otherwise defined shall have the same meaning as 
in the circular to be posted to Shareholders. The circular is being sent to 
Shareholders for information purposes only. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCUBAORRVABRAR 
 

Kenmare Resources (LSE:KMR)
Historical Stock Chart
From Jul 2024 to Jul 2024

Kenmare Resources (LSE:KMR)
Historical Stock Chart
From Jul 2023 to Jul 2024