Placing

RNS Number : 2592Q

Kenmare Resources PLC

10 October 2013

 

THIS ANNOUNCEMENT INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

Kenmare Resources plc

("Kenmare" or "the Company")

Placing of New Ordinary Shares with Warrants

Kenmare announces the placing of 250,300,000 new Ordinary Shares in the Company (the "Placing Shares") representing approximately 9.89% of the Company's existing issued share capital. The placing price is Stg26.5p ("Placing Price") per new Ordinary Share.  The gross proceeds of the Placing will be £66.33 million (approximately US$105.85 million). Participants in the Placing will also be issued with warrants ("Warrants") on the basis of 1 Warrant to subscribe for one ordinary share in the Company for every 5 Placing Shares.  A total of 50,060,000 Warrants will be issued. The Warrants, which will not be listed or admitted to trading and which will have limited transferability rights, will have an exercise price of Stg29.09p, an exercise period of five years and will be exercisable from the date falling thirteen months after  the date of issue.

The Placing is being conducted through an accelerated book build process which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendices to this Announcement. The Placing is fully underwritten by RBC Europe Limited ("RBC Capital Markets") and J&E Davy ("Davy"). RBC Capital Markets and Davy have also been appointed as joint bookrunners in relation to the Placing (the "Bookrunners").

Background and Reasons for the Placing

As set out in today's Interim Management Statement, while production of Heavy Mineral Concentrate increased by 19% in the third quarter, with the amount of ilmenite processed up by 26% in the quarter, zircon production was adversely impacted by interruptions associated with the upgrade of non-magnetic circuits as part of the expansion. Shipments in the quarter were down 40% principally due to lower than forecast sales to China and some shipment delays.  In addition, recent pricing, as well as the near-term pricing outlook, remains weak.

This combination of weakness in pricing, lower shipments, and reduced zircon production, together with the continuing weak market conditions, have led the Company to conclude that an injection of capital is required. The Placing is therefore intended to provide the Kenmare Group with important near term liquidity as well as medium term flexibility and, recognising that near-term pricing outlook remains weak, is expected to position the Group to take advantage of future improvements in the market.

Use of Proceeds

The Group intends to use the net proceeds of the Placing to discharge certain near-term payment obligations in respect of the expansion at the Moma mine (approximately US$20 million) and to apply against the Company's US$40 million loan from Absa Bank Limited. The Company is in discussion with Absa regarding an extension of this loan until March 2015.

 The remainder of the net proceeds will be used for working capital.

The Placing

The Placing is subject to the terms and conditions set out in Appendix I and Appendix II (which form part of this Announcement). RBC Capital Markets and Davy are acting as bookrunners in relation to the Placing (collectively the "Bookrunners") pursuant to a placing agreement entered into today between the Bookrunners and the Company ("Placing Agreement"). RBC Capital Markets and Davy are also acting as underwriters in respect of the Placing. Davy is also acting as Sponsor in respect of the Placing. The Bookrunners will commence a bookbuilding process in respect of the Placing ("Bookbuild"). The book will open with immediate effect. 

The price per Ordinary Share at which the Placing Shares are to be placed (the "Placing Price") is Stg26.5p. The timing of the closing of the book and allocations are at the discretion of the Bookrunners (subject to agreement with the Company). The Company will place 250,300,000 new Ordinary Shares, representing approximately 9.89% of the existing issued share capital of the Company pursuant to the Placing.

Participants in the Placing will also be issued with Warrants on the basis of 1 Warrant to subscribe for one ordinary share in the Company for every 5 new ordinary shares subscribed for under the Placing. In total 50,060,000 Warrants will be issued. The Warrants, which will not be listed or admitted to trading and which will have limited transferability rights, will have an exercise price of Stg29.09p, an exercise period of five years and will be exercisable from the date falling thirteen months after the date of issue.

When issued, the Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares in the share capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.

Application will be made to the Financial Conduct Authority for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Conduct  Authority, to the Irish Stock Exchange for the Placing Shares to be admitted to the Official List of the Irish Stock Exchange, to the London Stock Exchange for admission to trading  on its Main Market for listed securities and to the Irish Stock Exchange for admission to trading on its Main Securities Market (together "Admission"). It is expected that Admission will take place at 8.00 am on 16 October 2013 (or such later date as may be agreed between the Company and the Bookrunners) and that dealing in the Placing Shares will also commence at that time.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the Placing Agreement between the Company and the Bookrunners becoming unconditional and not being terminated, in accordance with its terms. The Placing is fully underwritten.

By choosing to participate in the Placing and by making an oral or written and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement (including Appendix I and Appendix II) in its entirety and to be making such offer on the terms and subject to the conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in the Appendices to this Announcement.

Appendix I to this Announcement (which forms part of this Announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing. A summary of the principal terms of the Warrants is contained in Appendix II to this Announcement.

Contacts

For further information, please contact:

Kenmare Resources plc Michael Carvill, Managing Director Tel: [phone] Mob: + 353 87 674 0110	Tony McCluskey, Finance Director Tel: + 353 1 6710411 Mob: + 353 87 6740346		Jacob Deysel, Operations Director Tel: [phone] Mob: [phone]
RBC Europe Limited Richard Horrocks-Taylor/Matthew Coakes/Stephen Foss Tel: [phone]		J&E Davy Eugenée Mulhern/Anthony Farrell Tel: + 353 1 679 7788
Murray Consultants Jim Milton/Joe Heron Tel: [phone] Mob: [phone]		Tavistock Communication Mike Bartlett/ Jos Simson Tel: [phone] Mob: [phone]

This Announcement (including the Appendices) contains certain "forward-looking statements" with respect to certain of the Company's plans and its current goals or expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Forward looking statements are typically identified by the use of forward looking terminology such as 'aims', 'believes', 'expects', 'may', 'will', 'could', 'should', 'intends', 'estimates', 'plans', 'assumes' or 'anticipates' or the negative thereof or other words of similar meaning. Examples of such forward-looking statements include, among others, statements regarding the Company's business strategy, future plans, present or future events, or objectives for future operations that involve risks and uncertainties and are not historic fact. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed, or implied, by the forward-looking statement. No assurance can be given that such forward-looking statements results will be achieved. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions, economic conditions in the jurisdictions in which the Company operates, the effects of continued volatility in credit markets, exchange rate fluctuations and legislative, fiscal and regulatory developments. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and the Company assumes no obligation to, and does not intend to, update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange, the Irish Stock Exchange, the Central Bank of Ireland or by applicable law, the Prospectus Regulations and the Prospectus Rules, the Listing Rules, the Market Abuse Regulations and the Market Abuse Rules, the Transparency Regulations and the Transparency Rules and the Disclosure and Transparency Rules.

This Announcement (including the Appendices) and the information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, Jersey or South Africa or any other state or jurisdiction into which the same would be unlawful. This Announcement (including the Appendices is for information purposes only and shall not constitute an offer to buy, sell, issue, or acquire, or the solicitation of an offer to buy, sell, issue, or acquire any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement (including the Appendices) does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, Canada, Japan, Jersey or South Africa or any other jurisdiction in which such offer, solicitation or sale would be unlawful. In particular, the Placing Shares and/or the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States, Australia, Canada, Japan, Jersey or South Africa.

This Announcement (including the Appendices) has been issued by and is the sole responsibility of the Company. 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 either of the Bookrunners or by any of their 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 liability therefore is expressly disclaimed.

RBC Europe Limited (trading as 'RBC Capital Markets') which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no-one else in connection with the Bookbuild and the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to in this Announcement (including the Appendices).

Davy which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no-one else in connection with the Bookbuild and the Placing and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing or any other matter referred to in this Announcement (including the Appendices).

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchanges other than the London Stock Exchange and the Irish Stock Exchange. The Warrants to be issued pursuant to the Placing will not be admitted to trading on any stock exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX I: TERMS AND CONDITIONS OF THE PLACING

Terms and Conditions - Important Information for Placees Only Regarding the Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, OR SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX I ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; AND (C) PERSONS IN HONG KONG WHO ARE PROFESSIONAL INVESTORS BY REASON OF BEING WITHIN A CATEGORY OF PERSON DESCRIBED IN: (I) PARAGRAPHS (A) TO (I) OF THE DEFINITION OF "PROFESSIONAL INVESTOR" IN PART 1 OF SCHEDULE 1 TO THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF THE LAWS OF HONG KONG); OR (II) THE SECURITIES AND FUTURES (PROFESSIONAL INVESTOR) RULES; AND (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED, (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C) AND (D) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX I AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX I AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX I DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

Placees will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix I. In particular each such Placee represents, warrants and acknowledges that:

(a)        it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares or Warrants that are allocated to it for the purposes of its business;

(b)        it is acquiring the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion, and that it (and any such account) is outside the United States and is acquiring the Placing Shares and the Warrants in an "offshore transaction" in accordance with Regulation S under the Securities Act; and

(c)        if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that any Placing Shares and Warrants acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the European Economic Area which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Bookrunners has been given to each such proposed offer or resale.

Neither the Placing Shares nor the Warrants have been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.

The Placing Shares and the Warrants are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. Any offering to be made in the United States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and neither the Placing Shares nor the Warrants have been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, Jersey or South Africa. Accordingly, neither the Placing Shares nor the Warrants may (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, Jersey, South Africa or any other jurisdiction outside the United Kingdom or Ireland.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix I or the Announcement of which it forms part should seek appropriate advice before taking any action.

Details of the Placing

The Bookrunners have today entered into the Placing Agreement under which, subject to the conditions set out therein, the Bookrunners have agreed to use reasonable endeavours to procure subscribers for the Placing Shares.

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects, including, inter alia, Admission occurring not later than 8.00 a.m. (London time) on 16 October 2013 (or such later date as may be agreed between the Company and the Bookrunners).

If Placees are not procured by the Bookrunners, or if any Placee defaults in paying the Placing Price in respect of any Placing Shares allotted to it, the Bookrunners have severally (and not jointly or jointly and severally) agreed to acquire such shares, and the Company has agreed to allot or issue, as applicable, such shares to the Bookrunners, on and subject to the terms set out in the Placing Agreement.

The Placing Shares will, when issued, be subject to the Articles of Association of the Company, be credited as fully paid and will rank pari passu in all respects with the Ordinary Shares then in issue including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of the Placing Agreement.

The Warrants will, when issued, be subject to the Articles of Association of the Company. It is not intended that the Warrants be listed or admitted to trading on any regulated market or exchange. The Warrants will not be freely transferable.

As part of the Placing, the Company has agreed that it will not, for a period of 30 days after the date of this Announcement, enter into, or incur any obligation to make, any commitment or agreement, or put itself in a position where it is obliged to announce that any commitment or agreement may be entered into or made, which in either case is outside of the ordinary course of the Company's business and which is or might be material in the context of the Placing, without the prior written approval of the Bookrunners.

Application for Admission

Application will be made for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and the Official List of the Irish Stock Exchange and to trading on the Main Market and the Main Securities Market for listed securities of the London Stock Exchange and the Irish Stock Exchange respectively. It is expected that Admission will take place at 8.00 am on 16 October 2013 (or such later date as may be agreed between the Company and the Bookrunners).

Participation in, and principal terms of, the Placing

1.         Each of RBC and Davy is acting as bookrunner and broker and agent of the Company.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunners. The Bookrunners and their affiliates are each entitled to participate in the Placing as principal.

3.         The allotment and issue of the Placing Shares to Placees (or to the Bookrunners if Placees are not procured by the Bookrunners or if any Placee defaults in paying the Placing Price in respect of the Placing Shares allotted to it) by the Company will be in consideration of the transfer to the Company by the Settlement Agent of shares in JerseyCo, pursuant to the Subscription and Transfer Agreement. The consideration from the Company for the transfer to it of the shares in JerseyCo will be satisfied by the issue of the Placing Shares by the Company to the Placees (or to the Bookrunners if Placees are not procured by the Bookrunners or if any Placee defaults in paying the Placing Price in respect of the Placing Shares allotted to it). The Warrants will be issued directly by the Company to the Placees or (as appropriate) the Bookrunners or their respective nominees.

4.         Each prospective Placee's Placing Participation will be determined by the Bookrunners and the Company in their sole discretion and confirmed orally and/or via written correspondence by the Bookrunners as agent of the Company. That oral and/or written confirmation constitutes an irrevocable legally binding commitment upon that person (who will at that point become a Placee) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix I and in accordance with the Company's Articles of Association.

5.         The Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. The Bookrunners also reserve the right not to accept offers for Placing Shares or to accept such offers in part rather than in whole.

6.         Each Placee also has an immediate, separate, irrevocable and binding obligation, owed to the Bookrunners, to pay in cleared funds immediately on the settlement date in accordance with the requirements set out below under "Registration and Settlement", an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe and the Company has agreed to allot and issue to that Placee, conditional upon Admission becoming effective.

7.         Irrespective of the time at which a Placee's Placing Participation is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

8.         Completion of the Placing will be subject to the fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed and all funds delivered by a Placee to the Settlement Agent in respect of the Placee's Placing Participation will be returned to the Placee within 2 Business Days at the risk of the Placee without interest.

9.         By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

10.       To the fullest extent permissible by law, neither the Bookrunners nor the Company nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunners nor any of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the Placing as the Bookrunners and the Company may agree.

Conditions of the Placing

The Placing Agreement is conditional on, inter alia:

(a)        the Company certifying immediately prior to Admission that (i) save as previously notified to the Bookrunners, none of the warranties and representations contained in the Placing Agreement was untrue, or inaccurate in any material respect at the date of the Placing Agreement or has at any time from that date become untrue, or inaccurate in any material respect, and (ii) it has complied in full with or performed its obligations under the Placing Agreement which fall to be performed prior to Admission;

(b)        the Company allotting and issuing, subject only to Admission, the Placing Shares and the Company issuing the Warrants, in each case in accordance with the Placing Agreement; and

(c)        Admission taking place not later than 8.00 a.m. (London time) on 16 October 2013 or such later date as the Company and the Bookrunners may otherwise agree (not being later than 8.00 a.m. on 6 November 2013).

If (i) any of the conditions contained in the Placing Agreement have not been fulfilled or waived by the Bookrunners by the respective time or date where specified (or such later time or date as the Company and the Bookrunners may agree), (ii) any of such conditions becomes incapable of being satisfied or (iii) the Placing Agreement is terminated, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares and the Warrants shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement other than that relating to Admission (to the extent permitted by law or regulations) by giving notice in writing to the Company. Any such waiver will not affect Placees' commitments as set out in this Announcement.

None of the Bookrunners, the Company or any other person shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunners and the Company.

Termination of the Placing Agreement

The Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company if, inter alia:

(a)        it comes to their knowledge that any of the warranties given by the Company in the Placing Agreement are untrue or inaccurate in any material respect;

(b)        the Company fails in any material respect to comply with its obligations under the Placing Agreement or the Subscription and Transfer Agreement;

(c)        it comes to their knowledge that any statement in this Announcement or certain related material is incorrect or has become untrue, incorrect or misleading in any material respect as a result of a new matter or change or that a new matter has arisen or a change has taken place which would if this Announcement or the related material were published at that time constitute a material omission from such documents; or

(d)        it comes to their notice that there has been a material adverse change in (or any development or event involving a prospective material adverse change in) the financial or trading position and/or prospects of the Group,

and in each case the Bookrunners in good faith consult with the Company but are of the opinion (having acted in good faith) that the relevant matter is likely to have a material adverse effect on the Placing so as to render the Placing temporarily or permanently impracticable or inadvisable; or

(e)        there has been (i) a suspension of trading in securities generally on the London Stock Exchange or the Irish Stock Exchange, (ii) a declaration of a banking moratorium in London or Dublin or any material disruption to commercial banking or securities settlement or clearance services in the United Kingdom or Ireland, (iii) any incident of terrorism or outbreak or escalation of hostilities or any declaration in or by the United Kingdom or Ireland of a national emergency, war or any other calamity or crisis; or (iv) a change in the national or international, financial, economic, political, regulatory or market conditions, in each case, which in the opinion of the Bookrunners acting in good faith is likely materially and adversely to affect the financial position or the business or the prospects of the Group or which renders the Placing impracticable or inadvisable.

Upon such termination, the parties to the Placing Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise by the Bookrunners of any right of termination or by the Bookrunners of any other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunners, as the case may be, and that they need not make any reference to Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Prospectus

No offering document or prospectus has been or will be submitted to be approved by the Central Bank of Ireland (or other authority) or the FCA in relation to the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including the Appendices).

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including the Appendices) is exclusively the responsibility of the Company and confirms that it has not relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Bookrunners or any other person (including but not limited to the presentational materials given by the Company in connection with presentations in connection with the Placing) and neither the Company nor the Bookrunners nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take place within the system administered by CREST, subject to certain exceptions. The Company reserves the right to require settlement for and delivery of such Placing Shares (or a portion thereof) to Placees in certificated form if in the Bookrunners' reasonable opinion delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a contract note stating the number of Placing Shares and Warrants to be allocated to it. Each such Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Bookrunners as set out below.

CREST participant ID of Settlement Agent:	388
Trade date:	11 October 2013
Settlement date:	16 October 2013
ISIN code for the Placing Shares:	IE0004879486
SEDOL code for the Placing Shares:	0487948
Deadline for input instructions into CREST:	3:00 p.m. (UK time) on 15 October 2013

The Company will deliver such Placing Shares to a CREST account operated by the Settlement Agent as agent for the Company and the Settlement Agent will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

The Warrants will be issued directly by the Company to the Placees or their nominees on the settlement date set out above by the entry into the register of warrant holders maintained by the Company. Warrant certificates will be issued to warrant holders within 28 Business Days thereafter.

It is expected that settlement will be on 16 October 2013 on a T + 3 basis in accordance with the instructions given to the Bookrunners.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above three month US Dollar LIBOR as determined by the Bookrunners.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Company may sell any or all of the Placing Shares and the Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares and Warrants are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares and Warrants are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares and Warrants should, subject as provided below, be so registered free from any liability to Irish or United Kingdom stamp duty or United Kingdom stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

1.         Represents and warrants that it has read this Announcement, including the Appendices, in its entirety;

2.         Confirms that the exercise by the Bookrunners of any right of termination or any right of waiver exercisable by the Bookrunners contained in the Placing Agreement including, without limitation, the right to terminate the Placing Agreement, is within the absolute discretion of the Bookrunners and the Bookrunners will not have any liability to any Placee whatsoever in connection with any decision to exercise or not exercise any such rights;

3.         Acknowledges that if (i) any of the conditions in the Placing Agreement are not satisfied (or, where relevant, waived), or (ii) the Placing Agreement is terminated, or (iii) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and its rights (save as to return of funds) and obligations hereunder shall cease and determine at such time and no claim shall be made by any Placee in respect thereof;

4.         Acknowledges that no offering document or prospectus has been, or will be, prepared in connection with the Placing and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

5.         Acknowledges that the Ordinary Shares are (and the Placing Shares will be) listed on the Main Securities Market and the Main Market, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the Main Securities Market and the Main Market and applicable legislation, and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other Main Securities Market listed or Main Market listed company, without undue difficulty;

6.         Acknowledges that (i) it is not and, if different, the beneficial owner of the Placing Shares and the Warrants is not, and at the time the Placing Shares and the Warrants are acquired will not be, a resident of Australia, Canada, Japan, Jersey or South Africa, and (ii) that neither the Placing Shares nor the Warrants have been and will be registered under the securities legislation of the United States, Australia, Canada, Japan, Jersey or South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in or into those jurisdictions;

7.         Acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Bookrunners nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares and the Warrants is contained in this Announcement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and the Warrants and that it has not relied on any other information given or representations, warranties or statements made by the Bookrunners or the Company and neither the Bookrunners nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

8.         Represents and warrants that neither it, nor the person specified by it for registration as a holder of Placing Shares and Warrants is, or is acting as nominee or agent for, and that neither the Placing Shares nor the Warrants will be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services) and that neither the Placing Shares nor the Warrants are being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares or Warrants into a clearance service;

9.         Represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the Bookrunner has not received such satisfactory evidence, the Bookrunner may, in its absolute discretion, terminate the Placee's Placing Participation in which event all funds delivered by the Placee to the Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

10.       If a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that neither the Placing Shares nor the Warrants acquired by it in the Placing will be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than to qualified investors, or in circumstances in which the prior consent of the Bookrunners has been given to the proposed offer or resale;

11.       Represents and warrants that it has not offered or sold and, prior to the expiry of a period of 6 months from Admission, will not offer or sell any Placing Shares or Warrants to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA, or to persons in Ireland, except in circumstances which have not resulted and which will not result in an offer to the public in Ireland within the meaning of Regulation 12 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (as amended);

12.       Represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares or Warrants to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

13.       Represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

14.       Represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing in, from or otherwise involving, the United Kingdom and the MiFID Regulations with respect to anything done by it in relation to the Placing in, from or otherwise involving, Ireland;

15.       Represents and warrants that if it is located in a member state of the European Economic Area it is a "qualified investor" within the meaning of the Prospectus Directive (including any relevant implementing measure in any member state);

16.       Represents and warrants that it and any person acting on its behalf is entitled to subscribe for and purchase the Placing Shares, and be issued the Warrants, under the laws of all relevant jurisdictions which would apply to it, and that it and any person acting on its behalf is in compliance with applicable laws in the jurisdiction of its residence, the residence of the Company, or otherwise;

17.       Acknowledges that neither the Placing Shares nor the Warrants have been and will not be registered under the Securities Act and further acknowledges that the Placing Shares and the Warrants are being offered and sold only (i) outside the United States pursuant to Regulation S under the Securities Act in an "offshore transaction" (as such term is defined in Regulation S under the Securities Act) or (ii) in the United States only to limited number of QIBs, pursuant to an exemption from registration under the Securities Act in a transaction not involving any public offering;

18.       Represents and warrants that it is (and any such account for which it is acting is) either (i) a QIB, or purchasing Placing Shares on behalf of a QIB, in either case who has executed and returned a US Investor Letter; or (ii) outside the United States and is acquiring the Placing Shares in an "offshore transaction", as defined in and in accordance with, Regulation S under the Securities Act;

19.       Undertakes that it (and any person acting on its behalf) will make or procure payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunners may in their discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Placing Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;

20.       Acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

21.       Acknowledges that neither the Bookrunners, nor any of their respective affiliates, nor any person acting on behalf of the Bookrunners, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of the Bookrunners and that the Bookrunners have no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

22.       Undertakes that the person whom it specifies for registration as holder of the Placing Shares and the Warrants will be (i) itself or (ii) its nominee, as the case may be. Neither the Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company and the Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the relevant Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

23.       Acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

24.       Agrees that the Company and the Bookrunners and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

25.       Agrees to indemnify on an after tax basis and hold the Company and the Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix I and further agrees that the provisions of this Appendix I shall survive after completion of the Placing;

26.       Acknowledges that its commitment to subscribe Placing Shares and the Warrants on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing. The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Bookrunners. The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to the subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes, and is based on a warranty from each Placee, that neither it, nor the person specified by it for registration as holder, of Placing Shares is, or is acting as nominee or agent for, and that neither the Placing Shares nor the Warrants will be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services). If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares or the Warrants, stamp duty or stamp duty reserve tax may be payable. In that event the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax, and neither the Company nor the Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly;

27.       Represents and warrants that it has neither received nor relied on any inside information (as defined in rule 2 of the Disclosure and Transparency Rules) concerning the Company in accepting this invitation to participate in the Placing;

28.       If it is a pension fund or investment company, its purchase of Placing Shares, and the issue of Warrants to it, is in full compliance with applicable laws and regulations;

29.       Acknowledges that no action has been or will be taken by any of the Company, the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares or the Warrants in any country or jurisdiction where any such action for that purpose is required; and

30.       Acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares and the Warrants. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and are able to sustain a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside Ireland or the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the receipt of any Warrants or the agreement by them to subscribe for any Placing Shares or be issued Warrants.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that each Bookrunner or any of their affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that the Bookrunners are receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement. Further details are available on request.

When a Placee or person acting on behalf of the Placee is dealing with a Bookrunner, any money held in an account with a Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA or the Central Bank of Ireland. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bookrunner's money in accordance with the client money rules and will be used by such Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of such Bookrunner. All times and dates in this announcement may be subject to amendment. The relevant Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

APPENDIX II: WARRANT TERMS

Subject to the conditions in the Placing Agreement being satisfied or waived in accordance with its terms and Placees complying with the terms and conditions of the Placing as set out in Appendix I of this Announcement, Placees will be issued with a Warrant to subscribe for one Ordinary Share for every five Placing Shares subscribed for in accordance with the Placing. Any entitlement to a fraction of a Warrant will be rounded down to the nearest whole number.

The holder of each Warrant will have the right to exercise such Warrant into one Ordinary Share at any time during the Exercise Period upon the payment of the Exercise Price.

It is intended that the Warrants will be issued to Placees on the following terms:

Consideration:	The Placee's participation in the Placing
Exercise Price:	29.09p per Ordinary Share
Date of Issue:	16 October 2013
Exercise Period Start Date:	Warrants may be exercised from the date falling 13 months after the Date of Issue
Exercise Period:	Five years from the Exercise Period Start Date
Maximum Number of Ordinary Shares to be issued under Warrants:	50,060,000 Ordinary Shares
Transfer Restrictions:	Warrants will only be transferable to Relevant Persons or QIBs
Other:	·        The Warrants will, when issued, be subject to the Articles of Association of the Company ·        It is not intended that the Warrants be listed or admitted to trading on any regulated market or exchange

Transfers on sale of the Warrants will be subject to ad valorem Irish stamp duty payable by the transferee typically at the rate of 1% of the higher of the consideration paid and the market value of the warrants. 

Further terms applicable to the Warrants will be set out in the warrant instrument to be issued by the Company, in a form as determined by the Company at its sole discretion.

DEFINITIONS

The following definitions apply throughout this Announcement:

Admission	the admission of the Placing Shares to the Official Lists becoming effective in accordance with the Listing Rules and the admission of the Placing Shares to trading on the Main Securities Market and the Main Market becoming effective in accordance with the Admission to Trading Rules of the Irish Stock Exchange and the Admission and Disclosure Standards of the London Stock Exchange respectively
Announcement	this announcement
Articles of Association	the articles of association of the Company
Bookbuild	the bookbuilding exercise undertaken by the Bookrunners
Bookrunners	together, RBC and Davy
Business Day	a day not being a Saturday, a Sunday or public holiday on which banks are open for business in the City of London and Dublin
Companies Acts	the Companies Acts 1963 to 2012 of Ireland
CREST	the relevant system (as defined in the CREST Regulations) of which Euroclear UK & Ireland is the Operator (as defined in the CREST Regulations)
CREST Regulations	the Companies Act 1990 (Uncertificated Securities) Regulations 1996 of Ireland
Disclosure and Transparency Rules	the disclosure and transparency rules produced by the FCA under FSMA
Euroclear UK & Ireland	Euroclear UK & Ireland Limited, a company incorporated in England and Wales, being the Operator of CREST
FCA	the Financial Conduct Authority
FSMA	the Financial Services and Markets Act 2000
Group	the Company and its subsidiaries
holding company	means a holding company (as defined in section 155 of the Companies Act 1963 of Ireland) and in interpreting that section for the purposes of this Agreement, a company is to be treated as the holding company of another company even if its shares in the other company are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party's nominee
Irish Stock Exchange	the Irish Stock Exchange Limited
Issue Documents	this Announcement and the US Investor Letter
JerseyCo	Kenmare Resources (Jersey) Limited, a company incorporated in Jersey with registered company number 114081
LIBOR	(a)        the British Bankers Association Interest Settlement Rate displayed on the appropriate page of the Reuters screen; or (b)        if no such rate is available, the arithmetic mean (rounded upwards to four decimal places) of the rates quoted by the Reference Banks to leading banks in the London interbank market, and in all cases, the rate will be established as at 11.00 a.m. on the date two Business Days prior to the start of the relevant period for the offering of deposits in US Dollars
Listing Rules	the listing rules of the Irish Stock Exchange and (where appropriate) the listing rules made by the UKLA in accordance with section 73A (2) of Part VI of FSMA (in each case as these rules may be amended from time to time)
London Stock Exchange	the London Stock Exchange plc
Main Market	the Main Market of the London Stock Exchange
Main Securities Market	the Main Securities Market of the Irish Stock Exchange, a regulated market for the purpose of the MiFID Regulations
Market Abuse Regulations and the Market Abuse Rules	the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland and the Market Abuse Rules issued by the Financial Regulator pursuant to Section 34 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland
MiFID Regulations	the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland
Official Lists	the official list of the Irish Stock Exchange and/or, as appropriate, the premium segment of the official list of the UK Listing Authority
Operator	the meaning given to it in the CREST Regulations
Ordinary Shares	ordinary shares of €0.06 each in the capital of the Company
Placees	persons procured by the Bookrunners in accordance with the Placing Agreement to subscribe for Placing Shares pursuant to the Placing
Placing	the placing of the Placing Shares and the issue of the Warrants on the terms of the Issue Documents
Placing Agreement	the agreement entered into between the Bookrunners and the Company in connection with the Placing
Placing Participation	a Placee's allocation in the Bookbuild
Placing Price	the price payable per Placing Share
Placing Shares	the 250,300,000 Ordinary Shares to be issued by the Company pursuant to the Placing
Prospectus Directive	the Directive of the European Parliament and of the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC) (as amended) (including any relevant implementing measure in any member states
Prospectus Regulations and the Prospectus Rules	the Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland) and the Prospectus Rules issued by the Financial Regulator pursuant to section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005
QIBs	qualified institutional buyers as defined in Rule 144A under the Securities Act
Regulations	the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2007 and the Criminal Justice Act 1994 and Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 of Ireland
Regulation S	Regulation S under the Securities Act
Regulatory Information Service	any of the regulatory information services set out on the list maintained by the Irish Stock Exchange
Relevant Persons	has the meaning given to it in the terms and conditions of the Placing set out in Appendix I of this Announcement
Securities Act	the US Securities Act of 1933 as amended
Settlement Agent	RBC, acting as settlement agent in relation to the Placing
Subscription and Transfer Agreement	the subscription and transfer deed entered into between the Company, JerseyCo and the Settlement Agent in respect of the subscription for and transfer of no par value redeemable preference shares in Kenmare Resources (Jersey) Limited
subsidiary	a subsidiary or a subsidiary undertaking (each as defined in the Companies Acts, and in interpreting those definitions for the purposes of this Agreement, a company is to be treated as a member of a subsidiary or a subsidiary undertaking as the case may be even if its shares are registered in the name of (i) a nominee, or (ii) any party holding security over those shares, or that secured party's nominee
Transparency Regulations and the Transparency Rules	the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland and the Transparency Rules of the Financial Regulator issued under section 22 of the Investments, Funds, Companies and Miscellaneous Provisions Act 2006 of Ireland
UKLA	the United Kingdom Listing Authority, a division of the FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA
US Dollar	the lawful currency of the United States of America
US Investor Letter	the investor representation letter, the form of which is sent by the Bookrunners to relevant Placees setting out the terms and conditions of the Placing
Warrants	the warrants to be issued to Placees in connection with the subscription for Placing Shares pursuant to the Placing

 

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