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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES" OR THE “RULES”) AND IS
NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
15 May 2025
Kenmare Resources plc
Extension of PUSU deadline
On 6 March 2025, the Board of Kenmare Resources plc ("Kenmare" or the
"Company") (the "Board") announced that it had received a non-binding proposal
from Oryx Global Partners Limited and Michael Carvill (together, the
"Consortium") regarding a possible all-cash offer for the entire issued and to
be issued share capital of Kenmare (the "Possible Cash Offer").
Following an extension announcement by Kenmare on 17 April 2025, the
Consortium was required, by no later than 5:00 p.m. on 15 May 2025, to either
announce a firm intention to make an offer for Kenmare in accordance with Rule
2.7 of the Irish Takeover Rules or announce that it does not intend to make an
offer, in which case the announcement will be treated as a statement to which
Rule 2.8 of the Irish Takeover Rules applies.
In order to facilitate ongoing discussions with the Consortium and to provide
additional time for the Consortium to progress its due diligence, the Board
has requested, and the Takeover Panel has consented to, an extension to the
date by which the Consortium is required to either announce a firm intention
to make an offer for the Company or announce that it does not intend to make
an offer.
Consequently, in accordance with Rule 2.6(c) of the Irish Takeover Rules, the
Consortium is now required by no later than 5.00 pm on 20 June 2025, to either
announce a firm intention to make an offer for Kenmare in accordance with Rule
2.7 of the Irish Takeover Rules or announce that it does not intend to make an
offer for Kenmare, in which case the announcement would be treated as a
statement to which Rule 2.8 of the Irish Takeover Rules applies. The revised
deadline may only be extended further at the request of the Board and with the
consent of the Takeover Panel.
There can be no certainty that any firm offer will be made, or as to the terms
of any such offer, should one be made. A further announcement will be made as
and when appropriate.
Enquiries
Kenmare Resources plc Katharine Sutton Investor Relations +353 1 671 0411
Rothschild & Co (Lead Financial Adviser) Ravi Gupta James Webb +44 (0) 20 7280 5000
Davy (Financial Adviser and Corporate Broker) Ivan Murphy Daragh O’Reilly +353 1 679 6363
Peel Hunt LLP (Financial Adviser and Corporate Broker) Ross Allister Michael Nicholson +44 (0) 207 418 8900
Disclosure requirements of the Irish Takeover Rules
Under Rule 8.3(b) of the Irish Takeover Rules, any person 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant securities'
of Kenmare must disclose all 'dealings' in such 'relevant securities' during
the 'offer period'. The disclosure of a 'dealing' in 'relevant securities' by
a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(Irish/UK time) on the business day following the date of the transaction. A
dealing disclosure must contain the details specified in Rule 8.6(b) of the
Irish Takeover Rules, including details of the dealing concerned and of the
person's interests and short positions in any 'relevant securities' of
Kenmare.
All 'dealings' in 'relevant securities' of Kenmare by the Consortium, or by
any party acting in concert with the Consortium, must also be disclosed by no
later than 12 noon (Irish/UK time) on the 'business' day following the date of
the relevant transaction. If two or more persons co-operate on the basis of an
agreement, either express or tacit, either oral or written, to acquire for one
or more of them an interest in relevant securities, they will be deemed to be
a single person for these purposes.
Disclosure tables, giving details of the companies in whose 'relevant
securities' 'opening positions' and 'dealings' should be disclosed, can be
found on the Takeover Panel's website at www.irishtakeoverpanel.ie.
'Interests' in securities arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option
in respect of, or derivative referenced to, securities.
Terms in quotation marks in this section are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's website. If you
are in any doubt as to whether or not you are required to disclose a dealing
or an opening position under Rule 8, please consult the Irish Takeover Panel's
website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on
telephone number +353 1 678 9020.
Responsibility Statement
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 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.
Market Abuse Regulations
The information contained within this announcement would have, prior to its
release, constituted inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 and for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. The person
responsible for arranging for the release of this information on behalf of
Kenmare is Chelita Healy.
Document Availability
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this
announcement will be available on the Company's website at
https://www.Kenmareresources.com/en/investors by no later than 12.00 (noon)
(Irish/UK time) on the business day following publication of this
announcement. The content of the website referred to in this announcement is
not incorporated into, and does not form part of, this announcement.
Other notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Kenmare and for no one else in connection with the subject
matter of this announcement and will not be responsible to anyone other than
Kenmare for providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this announcement.
J&E Davy (“Davy”), which is regulated in Ireland by the Central Bank of
Ireland, is acting exclusively for Kenmare and no one else in relation to the
matters described in this announcement. In connection with such matters, Davy,
its affiliates and their respective directors, officers, employees and agents
will not regard any other person as their client, nor will they be responsible
to anyone other than Kenmare for providing the protections afforded to their
clients or for providing advice in connection with the matters described in
this Document or any matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Kenmare and
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Kenmare for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise