Kenmare Resources : Results of AGM and EGM - Ca...

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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

Results of AGM and EGM - Capital Reorganisation Update

Result of Annual General Meeting

The Annual General Meeting ("AGM") of Kenmare Resources plc ("Kenmare" or the "Company") was held today at the Fitzwilliam Hotel, St. Stephen's Green, Dublin 2, Ireland at 10.00 a.m.

The Directors of the Company wish to announce that all resolutions proposed at the AGM (the "AGM Resolutions") were duly passed on a show of hands. The full text of each AGM Resolution was included in the notice of the AGM circulated to shareholders on 1 July 2016.

Details of the proxies from Shareholders in respect of each AGM Resolution are set out below:

AGM	For		Against		Withheld
Resolution	Number	%	Number	%	Number
1	1,067,863,533	99.99	110,400	0.01	90,552
2	1,066,889,862	99.90	1,073,041	0.10	101,582
3(a)	1,062,853,293	99.99	141,819	0.01	5,069,373
3(b)	1,062,853,293	99.99	141,819	0.01	5,069,373
3(c)	1,062,845,423	99.99	149,689	0.01	5,069,373
3(d)	1,062,844,583	99.99	150,529	0.01	5,069,373
3(e)	1,062,853,293	99.99	141,819	0.01	5,069,373
3(f)	1,062,853,293	99.99	141,819	0.01	5,069,373
3(g)	1,062,853,293	99.99	141,819	0.01	5,069,373
4	1,057,666,701	99.74	2,767,556	0.26	7,630,228
5	1,067,297,808	99.94	676,965	0.06	89,712
6	1,065,356,917	99.75	2,621,856	0.25	85,712
7	1,067,037,098	99.99	138,799	0.01	888,588
8	1,067,878,714	99.99	81,799	0.01	103,972

Notes

1. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
    
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. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

Mr.A. Lowrie did not seek re-election at the Annual General Meeting of the Company and has retired, having served for more than nine years on the Board. We thank him for his significant contribution and wish him well for the future.

Result of Extraordinary General Meeting

An Extraordinary General Meeting ("EGM") of the Company was also held in Dublin today at the Fitzwilliam Hotel, St. Stephen's Green, Dublin 2, Ireland following the conclusion of the AGM. The EGM was convened in order to propose a number of resolutions (the "EGM Resolutions") relating to the proposed Capital Reorganisation and Capital Restructuring.

Full details of the EGM Resolutions were set out in the Prospectus published by Kenmare on 1 July 2016.  The Prospectus is available for inspection in electronic form on the Company's website, www.kenmareresources.com and has been submitted to the national storage mechanism and is available for inspection at: www.hemscott.com/nsm and to the Company Announcements Office, Irish Stock Exchange, 28 Anglesea Street, Dublin 2, Ireland.

The Directors of the Company wish to announce that all of the EGM Resolutions were duly passed on a show of hands.

Details of the proxies from Shareholders in respect of each EGM Resolution are set out below:

EGM	For		Against		Withheld
Resolution	Number	%	Number	%	Number
1	1,065,290,803	99.79	2,292,532	0.21	111,071
2	1,064,487,087	99.79	2,241,337	0.21	965,982
3	1,065,290,803	99.79	2,240,497	0.21	163,106
4	1,063,516,956	99.79	2,238,047	0.21	1,939,403
5	1,063,466,956	99.79	2,288,047	0.21	1,939,403
6	1,067,382,701	99.99	117,599	0.01	194,106
7	1,067,379,701	99.98	171,599	0.01	143,106
8	507,999,269	99.55	2,287,207	0.21	557,407,930

Notes

1. Percentages are expressed as a proportion of the total votes cast (which does not include votes withheld).
    
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. Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

The Capital Raise remains conditional on, amongst other things, all of the Capital Restructuring Agreements becoming unconditional in all respects and not having been terminated in accordance with their respective terms and upon Admission of the New Ordinary Shares issued under the Capital Raise.

Capital Reorganisation Update
Following the approval of the EGM Resolutions, the Capital Reorganisation will now be implemented in accordance with the previously announced timetable. The Capital Reorganisation comprises a sub-division and consolidation of Kenmare's Ordinary Shares by a sub-division of each Ordinary Share of €0.06 each into an Ordinary Share and a Deferred Share, with each of the subdivided Ordinary Shares being then immediately consolidated on a one for 200 basis.

The Capital Reorganisation will result in all Shareholders on the register as of 6.00 p.m. on 25 July 2016 (the Capital Reorganisation Record Date) holding, with effect from 8.00 a.m. on 26 July 2016, one new Ordinary Share of nominal value €0.001 for every 200 Ordinary Shares of nominal value €0.06 each held at the Capital Reorganisation Record Date.

Expected Timetable of Events

Set out below is an expected timetable of principal events in relation to the completion of the Restructuring.

Capital Reorganisation Record Date	6.00 p.m. on 25 July 2016
Capital Reorganisation Effective Date	26 July 2016
Issue of the New Ordinary Shares pursuant to the Cornerstone Placing and Firm Placing and Open Offer and Admission and commencement of dealings in all such New Ordinary Shares	8.00 a.m.  on 26 July 2016
CREST stock accounts expected to be credited for the New Ordinary Shares issued pursuant to the Cornerstone Placing and Firm Placing and Open Offer	8.00 a.m. on 26 July 2016
Issue of the New Ordinary Shares pursuant to the Debt Equitisation and the Lender Underwriting and Admission and commencement of dealings in all such New Ordinary Shares	8.00 a.m. on 28 July 2016
Restructuring Effective Date	28 July 2016
Shares certificates for New Ordinary Shares issued pursuant to the Cornerstone Placing and Firm Placing and Open Offer expected to be dispatched	5 August 2016

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 Michael Carvill, Managing Director   Tel: [phone] 0411    Mob: [phone]	Davy Anthony Farrell, Daragh O'Reilly Tel: [phone]
Tony McCluskey, Financial Director Tel: [phone] 0411    Mob: [phone]	Canaccord Genuity Limited Martin Davison, Nilesh Patel, Joe Dorey Tel: [phone]
Jeremy Dibb, Corporate Development and Investor Relations Manager Tel: [phone]  Mob: [phone]	Mirabaud Securities Rory Scott Tel: [phone]
Murray Consultants   Joe Heron   Tel: [phone] 0300    Mob: [phone]	NM Rothschild & Sons Ltd Andrew Webb Tel: [phone]
Buchanan  Bobby Morse Tel: [phone]	Hannam & Partners (Advisory) LLP Andrew Chubb, Ingo Hofmaier, Giles Fitzpatrick 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.

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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

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