Statement re Possible Offer

RNS Number : 6181K

Kenmare Resources PLC

26 June 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO FOR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.5 OF THE IRISH TAKEOVER PANEL ACT, TAKEOVER RULES 2013 ("IRISH TAKEOVER RULES") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE.

Kenmare Resources plc ("Kenmare" or "the Company")

26 June 2014

Statement re. Possible Offer

The board of Kenmare notes the recent media comment and today's statement from Iluka Resources Limited ("Iluka"), and confirms that it has received an approach from Iluka regarding a possible offer by it for the Company's entire issued and to be issued share capital. The proposal received was based on a share for share exchange, with no cash component, with Kenmare shareholders receiving 0.036 new Iluka shares for each Kenmare share they own. The board of Kenmare has rejected Iluka's proposal, which it believes does not recognise the value inherent in Moma as a long-life, low-cost asset.

M&G Investment Management, which manages funds owning in aggregate 19.05 per cent of Kenmare, has confirmed that it supports the board's decision.

The approach from Iluka was preliminary in nature and was subject to various pre-conditions, including due diligence, and there can be no certainty that an offer will ultimately be forthcoming or on the terms on which any offer might be made.

Kenmare shareholders will be kept informed of relevant developments and in the meantime are advised to take no action.

This announcement has been made in accordance with the Company's obligations under the Irish Takeover Rules and has not been consented to by Iluka. 

Contacts:

Kenmare Resources plc Michael Carvill, Managing Director Tel: [phone]	Tony McCluskey, Financial Director Tel: [phone]
Rothschild (Financial Adviser) Andrew Webb Tel: + 44 20 7280 5000	RBC Capital Markets (Financial Adviser and Joint Corporate Broker) Richard Horrock-Taylor Stephen Foss Matthew Coakes Tel: + 44 20 7653 4000	Davy (Financial Adviser and Joint Corporate Broker) Eugenée Mulhern Anthony Farrell Tel: + 353 1 679 6366
Media: Murray Consultants Joe Heron Tel: [phone] Mob: [phone]	Buchanan  Bobby Morse/Louise Mason Tel: [phone] Mob: [phone]Email: [e-mail]

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting exclusively for the Company in relation to any offer and will not be responsible to anyone for providing the protections afforded to its clients nor for providing advice in connection with any offer or any matter referred to herein.

RBC Capital Markets ("RBC"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority is acting for the Company in relation to any offer and will not be responsible to anyone for providing the protections afforded to its clients nor for providing advice in connection with any offer or any matter referred to herein.

J&E Davy and Davy Corporate Finance (together "Davy"), which are authorised and regulated in Ireland by the Central Bank of Ireland is acting for the Company in relation to any offer and will not be responsible to anyone for providing the protections afforded to its clients nor for providing advice in connection with any offer or any matter referred to herein.

The Directors of Kenmare accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or  otherwise. The distribution of this announcement in jurisdictions outside Ireland or the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

DISCLOSURE REQUIREMENTS UNDER THE IRISH TAKEOVER RULES

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Irish Takeover Rules, Kenmare confirms that it has 2,781,905,503 Ordinary Shares of nominal value €0.06 each in issue and admitted to listing on the Official List of the United Kingdom Listing Authority and the Official List of the Irish Stock Exchange and to trading on the respective main markets for listed securities of the London Stock Exchange and of the Irish Stock Exchange. The ISIN code for Kenmare Ordinary Shares is IE0004879486.

A person interested in 1% or more of any class of relevant securities of Kenmare or Iluka may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of this announcement.

 

END

 

 

MSCLIFFARFIRFIS