Publication of Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG,
JAPAN OR SWITZERLAND
Not for release, publication or distribution directly or indirectly in whole or
in part in or into the United States, Australia, Canada, Hong Kong, Japan or
Switzerland or any other jurisdiction in which it would be unlawful to do so.
Kenmare Resources plc
Publication of Prospectus
Dublin/London -5 March, 2010:Â Further to the announcement by Kenmare Resources
plc ("Kenmare" or "the Company") earlier today that it is proposing to raise
gross proceeds of approximately £179.6 million (approximately US$270 million)
through a firm placing and a placing and open offer involving the issue of in
aggregate 1,497,030,066 New Ordinary Shares at an issue price of Stg12 pence
(€0.13) per New Ordinary Share (together "the Capital Raising"), the Company
announces that a prospectus relating to the Capital Raising ("the Prospectus")
was today approved by the Irish Financial Regulator, as competent authority
under the Prospectus Directive and by the Irish Stock Exchange and the UK
Financial Services Authority under their respective Listing Rules.
The Prospectus, which includes a notice convening an extraordinary general
meeting of the Company for the purposes of approving resolutions necessary for
the completion of the Capital Raising to be held at The Westbury Hotel, Grafton
Street, Dublin 2, Ireland at 11.00 a.m. on 29 March, 2010, is being published
and posted today.
Application has been made to the Irish Stock Exchange and the UK Listing
Authority for all of the 1,497,030,066 New Ordinary Shares to be issued under
the Capital Raising to be admitted to the Official Lists and application has
been made to the Irish Stock Exchange and the London Stock Exchange for such New
Ordinary Shares to be admitted to trading on their respective regulated markets
for listed securities. Subject to certain conditions being satisfied, including
the approval at the extraordinary general meeting of the resolutions, it is
expected that such admission will become effective and that dealings will
commence in the New Ordinary Shares at 8.00 a.m. (Dublin time) on 1 April, 2010.
Prospectus Availability
A copy of the Prospectus is available for download from the Company's website:
www.kenmareresources.com <
http://www.kenmareresources.com>
A copy of the Prospectus will also shortly be available for inspection at the
following locations:
1.            Company Announcements Office,
Irish Stock Exchange,
28 Anglesea Street,
Dublin 2,
Ireland.
Tel: + 353 1 6174200
2.            Financial Services Authority,
25 The North Colonnade,
Canary Wharf,
London E14 5HS,
United Kingdom.
Tel: + 44 207 066 1000.
All capitalised/defined terms in this announcement have the same meaning as
those contained in the Prospectus.
For further information, please contact:
Kenmare Resources plc
Michael Carvill, Managing Director Tony McCluskey, Finance Director
Tel: +353 1 6710411 Tel: +353 1 6710411
Mob: + 353 87 674 0110 Mob: + 353 87 674 0346
J.P. Morgan Cazenove Davy
Laurence Hollingworth Hugh McCutcheon/Eugenée Mulhern
Tel: +44 20 7588 2828 Tel: +353 1 679 6363
Murray Consultants Conduit PR Ltd
Joe Heron Leesa Peters/Charlie Geller
Tel: +353 1 498 0300 Tel: +44 207 429 6600
Mob: + 353 86 255 8400 Mob: +44 781 215 9885
IMPORTANT NOTICE
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities.
This announcement has not been approved by the Irish Financial Regulator, the
Financial Services Authority or by any other regulatory authority. This
announcement is an advertisement and not a prospectus and investors should not
subscribe for or purchase any securities referred to in this announcement except
on the basis of information provided in the Prospectus. Copies of the Prospectus
are available from the Company's registered office at Chatham House, Chatham
Street, Dublin 2, Ireland and at the Company's website at
www.kenmareresources.com <
http://www.kenmareresources.com>.
The securities of the Company (the "Securities") have not been and will not be
registered under the US Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States unless registered
under the Securities Act or an exemption from such registration is available.
No public offering of Securities is being made in the United States. Any
representation to the contrary is a criminal offence in the United States.
The securities mentioned herein and in the Prospectus may not be offered, sold,
resold, transferred or delivered, directly or indirectly, in any Excluded
Territory absent registration or an applicable exemption from the registration
requirements of the relevant laws of any Excluded Territory. There will be no
public offer of such securities in any Excluded Territory. This announcement
does not constitute an offer to sell, or a solicitation of an offer to subscribe
for, the securities being issued in any jurisdiction in which such offer or
solicitation is unlawful.
No communication or information relating to the offer of Securities may be
disseminated to the public in jurisdictions other than the United Kingdom and
the Republic of Ireland where prior registration or approval is required for
that purpose. No action has been taken that would permit an offer of the
Securities in any jurisdiction where action for that purpose is required, other
than in the United Kingdom and the Republic of Ireland.
J.P. Morgan Cazenove is a marketing name used by J.P. Morgan Securities Ltd.
J.P. Morgan Securities Ltd. is acting as global co-ordinator and bookrunner to
Kenmare in respect of the Capital Raising. J&E Davy ("Davy") is acting as joint
broker, co-bookrunner and sponsor to Kenmare in respect of the Capital Raising.
Canaccord Adams Limited ("Cannacord Adams") and Mirabaud Securities LLP
("Mirabaud Securities") are each acting as joint broker and co-bookrunner to
Kenmare in respect of the Capital Raising. Rothschild is acting as financial
adviser to Kenmare in respect of the Capital Raising.
This announcement has been issued by and is the sole responsibility of Kenmare.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
J.P. Morgan Securities Ltd., Davy, Canaccord Adams, Mirabaud Securities or
Rothschild or by any of their respective affiliates or agents as to, or in
relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any responsibility or liability therefore
whether arising in tort, contract or otherwise is expressly disclaimed.
J.P. Morgan Securities Ltd, Canaccord Adams, Mirabaud Securities and Rothschild,
each of which is authorised and regulated in the United Kingdom by the FSA, are
acting exclusively for the Company and no one else in connection with the
Capital Raising and will not regard any other person as their client in relation
to the Capital Raising and will not be responsible to anyone other than the
Company for providing the protections afforded to their clients or for providing
advice in connection with the Capital Raising or any other matter referred to in
this announcement.
Davy, which is authorised and regulated in Ireland by the Financial Regulator,
is acting exclusively for the Company and no one else in connection with the
Capital Raising and will not regard any other person as its client in relation
to the Capital Raising and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in connection with the Capital Raising or any other matter referred to in
this announcement.
This announcement may contain forward-looking statements. All statements other
than statements of historical fact are forward-looking statements. Such
forward-looking statements are based on a number of assumptions regarding the
Company's present and future business strategies and the environment in which
the Company is operating. These forward-looking statements speak only as of the
date of this announcement and should not be relied upon as a guide to future
performance. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements contained
in this announcement to reflect any changes in its expectations or any change in
events, circumstances or conditions on which any such statement is based.
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.
[HUG#1391406]