Holding(s) in Company
April 13 2011 - 10:23AM
UK Regulatory
TIDMKMR
Standard Form TR-1
Voting rights attached to shares- Article 12(1) of directive 2004/109/EC
Financial instruments - Article 11(3) of the Commission Directive 2007/14/EC[i]
1. Identity of the issuer or the underlying issuer of existing shares to
which voting rights are attached [ii]: Kenmare Resources plc
2. Reason for the notification (please tick the appropriate box or
boxes):
[X] an acquisition or disposal of voting rights
[ ] an acquisition or disposal of financial instruments which may result in
the acquisition of shares already issued to which voting rights are attached
[ ] an event changing the breakdown of voting rights
3. Full name of person(s) subject to the notification obligation[iii]:
Baillie Gifford & Co
4. Full name of shareholder(s) (if different from 3.)[iv]:
Baillie Gifford Overseas Limited and Baillie Gifford & Co as discretionary
managers for their clients.
5. Date of the transaction and date on which the threshold is crossed or
reached[v]:
11 April 2011
6. Date on which issuer notified;
13 April 2011
7. Threshold(s) that is/are crossed or reached:
6%
8. Notified details:
+--------------------------------------------------------------------------------------------+
|A) Voting rights attached to shares |
+------------+------------------------+------------------------------------------------------+
|Class/type |Situation previous to |Resulting situation after the triggering |
|of shares |the Triggering |transaction[vii] |
|(if possible|transaction [vi] | |
|using the +------------+-----------+-----------+--------------------------+---------------+
|ISIN CODE) |Number of |Number of |Number of |Number of voting |% of voting |
| |Shares[viii]|Voting |shares[x] |rights[xi] |rights |
| | |rights[ix] +-----------+-----------+--------------+------+--------+
| | | |Direct |Direct[xii]|Indirect[xiii]|Direct|Indirect|
+------------+------------+-----------+-----------+-----------+--------------+------+--------+
|IE0004879486|153,674,378 |153,674,378|144,054,404|144,054,404| |5.99% | |
+------------+------------+-----------+-----------+-----------+--------------+------+--------+
| | | | | | | | |
+------------+------------+-----------+-----------+-----------+--------------+------+--------+
|SUBTOTAL A | | | | | |
|(based on | 153,674,378|153,674,378|144,054,404|144,054,404 |5.99% |
|aggregate | | | | | |
|voting | | | | | |
|rights) | | | | | |
+------------+------------+-----------+-----------+--------------------------+---------------+
+------------------------------------------------------------------------------+
|B) Financial Instruments |
+------------------------------------------------------------------------------+
|Resulting situation after the triggering transaction[xiv] |
+------------+------------+----------------------+---------------------+-------+
|Type of |Expiration |Exercise/Conversion |Number of voting |% of |
|financial |Date[xv] |Period/ Date[xvi] |rights that may be |voting |
|instrument | | |acquired if the |rights |
| | | |instrument is | |
| | | |exercised/converted | |
+------------+------------+----------------------+---------------------+-------+
| | | | | |
+------------+------------+----------------------+---------------------+-------+
| | | | | |
+------------+------------+----------------------+---------------------+-------+
|SUBTOTAL B (in | | |
|relation to all | | |
|expiration dates) | | |
+----------------------+---------------------+-------+
+-------------+-------------------------+--------------------+
| Total (A+B) | number of voting rights | % of voting rights |
+-------------+-------------------------+--------------------+
| | 144,054,404 | 5.99% |
+-------------+-------------------------+--------------------+
9. Chain of controlled undertakings through which the voting rights
and/or the financial instruments are effectively held, if applicable[xvii]:
Baillie Gifford & Co (parent company)
Baillie Gifford Overseas Limited (wholly owned subsidiary of Baillie Gifford &
Co) holds 4.75% as discretionary manager for its clients.
10. In case of proxy voting: N/a
11. Additional information: N/a
Done at Edinburgh on 13 April 2011.
Contact Name: Gillian Wright, Regulatory Filings Manager
Legal Department
Baillie Gifford & Co
Contact Tel: +44 131 275 3041
Annex to the standard form TR-1 [xviii]
a) Identity of the person or legal entity subject to the notification
obligation:
Full name .....................................................................
(including
legal form for
legal
entities)
Contact .....................................................................
address .....................................................................
(registered
office for
legal
entities)
Phone number ....................................................................
Other useful ..................
information
(at least
legal
representative
for legal
persons)
b) Identity of the notifier, if applicable[xix]:
Full name .....................................................................
Contact .....................................................................
address .....................................................................
Phone number .....................................................................
Other useful
information
(e.g.
functional
relationship
with the
person or
legal entity
subject to
the
notification
obligation)
c) Additional information
Notes to Form TR-1
=-------------------------------------------------------------------------------
[i] This form is to be sent to the issuer or underlying issuer and
to be filed with the competent authority.
[ii] Either the full name of the legal entity or another method
for identifying the issuer or underlying issuer, provided it is reliable and
accurate.
[iii] This should be the full name of (a) the shareholder; (b) the
natural person or legal entity acquiring, disposing of or exercising voting
rights in the cases provided for in Article 10 (b) to (h) of Directive
2004/109/EC; (c) all the parties to the agreement referred to in Article 10 (a)
of that Directive, or (d) the holder of financial instruments entitled to
acquire shares already issued to which voting rights are attached, as
appropriate.
In relation to the transactions referred to in points (b) to (h) of Article 10
of that Directive, the following list is provided as indication of the persons
who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of
that Directive, the natural person or legal entity that acquires the voting
rights and is entitled to exercise them under the agreement and the natural
person or legal entity who is transferring temporarily for consideration the
voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of
that Directive, the natural person or legal entity holding the collateral,
provided the person or entity controls the voting rights and declares its
intention of exercising them, and natural person or legal entity lodging the
collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of
that Directive, the natural person or legal entity who has a life interest in
shares if that person or entity is entitled to exercise the voting rights
attached to the shares and the natural person or legal entity who is disposing
of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of
that Directive, the controlling natural person or legal entity and, provided it
has a notification duty at an individual level under Article 9, under letters
(a) to (d) of Article 10 of that Directive or under a combination of any of
those situations, the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of
that Directive, the deposit taker of the shares, if he can exercise the voting
rights attached to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the voting rights
at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of
that Directive, the natural person or legal entity that controls the voting
rights;
- in the circumstances foreseen in letter (h) of Article 10 of
that Directive, the proxy holder, if he can exercise the voting rights at his
discretion, and the shareholder who has given his proxy to the proxy holder
allowing the latter to exercise the voting rights at his discretion.
[iv] Applicable in the cases provided for in Article 10 (b) to (h)
of Directive 2004/109/EC. This should be the full name of the shareholder who is
the counterparty to the natural person or legal entity referred to in Article
10 of that Directive unless the holdings of the shareholder would be lower than
5% of the total number of voting rights.
[v] The date of the transaction should normally be, in the case of
an on exchange transaction, the date on which the matching of orders occurs; in
the case of an off exchange transaction, date of the entering into an
agreement.
The date on which threshold is crossed should normally be the date on which the
acquisition, disposal or possibility to exercise voting rights takes effect. For
passive crossings, the date when the corporate event took effect.
[vi] Please refer to the situation disclosed in the previous
notification. In case the situation previous to the triggering transaction was
below 3%, please state "below 3%".
[vii] If the holding has fallen below the minimum threshold, the
notifying party should not be obliged to disclose the extent of the holding,
only that the new holding is below 3%.
For the case provided for in Article 10(a) of Directive 2004/109/EC, there
should be no disclosure of individual holdings per party to the agreement unless
a party individually crosses or reaches an Article 9 threshold. This applies
upon entering into, introducing changes to or terminating an agreement.
[viii] To be used in Member States where applicable.
[ix] Direct and indirect.
[x] To be used in Member States where applicable.
[xi] In case of combined holdings of shares with voting rights
attached "direct holding" and voting rights "indirect holding", please split the
voting rights number and percentage into the direct and indirect columns - if
there is no combined holdings, please leave the relevant box blank.
[xii] Voting rights attached to shares held by the notifying party
(Article 9 of Directive 2004/109/EC).
[xiii] Voting rights held by the notifying party independently of
any holding of shares (Article 10 of Directive 2004/109/EC).
[xiv] If the holding has fallen below the minimum threshold, the
notifying party should not be obliged to disclose the extent of the holding,
only that the new holding is below 3%.
[xv] Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
[xvi] If the financial instrument has such a period - please specify
this period - for example once every 3 months starting from [date].
[xvii] The notification should include the name(s) of the controlled
undertakings through which the voting rights are held. The notification should
also include the amount of voting rights and the percentage held by each
controlled undertaking, insofar as individually the controlled undertaking holds
3% or more, and insofar as the notification by the parent undertaking is
intended to cover the notification obligations of the controlled undertaking.
[xviii] This annex is only to be filed with the competent authority.
[xix] Whenever another person makes the notification on behalf of
the shareholder or the natural person/legal entity referred to in Articles 10
and 13 of Directive 2004/109/EC
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Kenmare Resources via Thomson Reuters ONE
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