TIDMKMR
RNS Number : 0915I
Kenmare Resources PLC
19 July 2012
19 July 2012
THIS ANNOUNCEMENT INCLUDING THE APPENDIX AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS
UNLAWFUL
KENMARE RESOURCES PLC ANNOUNCES AN UPDATE ON PRODUCTION AND
EXPANSION AT MOMA AND SUMMARY RESULTS FOR THE SIX MONTHS ENDED 30
JUNE, 2012 AND A PROPOSED PLACING OF 120,000,000 NEW ORDINARY
SHARES AT STG32P PER SHARE
Kenmare Resources plc
("Kenmare" or "the Company")
Overview
Production Q1 2012 Q2 2012
-------------------------- --------------------- ---------------------
Heavy Mineral Concentrate 188,000 tonnes 198,200 tonnes
("HMC")
-------------------------- --------------------- ---------------------
Ilmenite 132,700 tonnes 143,900 tonnes
-------------------------- --------------------- ---------------------
Zircon 10,600 tonnes 13,000 tonnes
-------------------------- --------------------- ---------------------
Shipments H1 2011 H1 2012
---------------- --------------------- ---------------------
Product Shipped 349,400 tonnes 321,500 tonnes
---------------- --------------------- ---------------------
-- Initiatives previously announced to optimise product mix and
maximise revenues are on course or completed, including the first
supplementary dry-mining operation (commissioned and successfully
ramped up in H1 2012) and second supplementary dry-mining operation
(commissioned on 9 July, 2012 with ramp up underway)
-- H2 expected to show a significant improvement over H1
production volumes given the actions taken. Full year 2012
production is forecast at 630,000 tonnes of ilmenite and 50,000
tonnes of zircon, of which approximately 20,000 tonnes will be a
secondary zircon product
-- Revenue for H1 2012 of US$109 million (H1 2011: US$56
million) with operating costs in line with expectations. Debt
payment scheduled in August, 2012 from existing cash resources
-- The market for ilmenite remained strong in H1 2012 and prices
have now been agreed on the majority of the Company's ilmenite
production for H2. Price increases have been predominantly realized
on the six monthly contract price resets with no price
reductions
-- Phase II Expansion is programmed for completion by the end of
2012, however expansion costs have increased to US$350 million as
various cost items are finalised and reflecting recent dimensional
inaccuracies in steel sections (strongbacks) supplied to site and
now largely resolved
-- Proposed non-pre-emptive placing of 120,000,000 new Ordinary
Shares, representing approximately 5% of the Company's current
issued share capital, at Stg32p per new Ordinary Share, with net
proceeds to be applied primarily toward Phase II Expansion. The
balance of funds will be retained as contingency funding, to
finance initial payments towards a new upgraded dredge and to
advance initiatives on Phase III Expansion
Kenmare, which operates the Moma Titanium Minerals Mine (the
"Mine" or "Moma") in Mozambique, announces today the following
update on production at Moma, on the Company's continuing expansion
at Moma and on overall performance in respect of the six months
ended 30 June, 2012.
The Company also announces its intention to conduct a non
pre-emptive cash placing of 120,000,000 new Ordinary Shares in the
Company ("Placing Shares") to institutional investors (the
"Placing"), which represents approximately 5% of the Company's
current issued share capital. The Placing Price is Stg32p per new
Ordinary Share.
Moma Update
Operations
In the second quarter of H1, production of HMC was 198,200
tonnes (Q1 2012: 188,000 tonnes), ilmenite production was 143,900
tonnes (Q1 2012: 132,700 tonnes) and zircon production was 13,000
tonnes (Q1 2012: 10,600 tonnes), of which 6,300 tonnes (Q1 2012:
4,800 tonnes) was a secondary zircon product.
H2 production is expected to show a significant improvement on
H1 due to a number of factors. On 9 July, 2012 the second
supplementary dry-mining operation was commissioned and is being
ramped up. This facility has a capacity of 1000 tph and combined
with the first supplementary dry-mining operation, which was
successfully ramped up in late H1 2012, gives a total of 2000 tph
of supplementary feed to the Wet Concentrator Plant (WCP). The
commissioning of these plants overcomes the difficulties associated
with the dredging of clay rich ore experienced in H1, ensuring that
sufficient ore supply is restored to the WCP and enabling the
achievement of forecast production during the second half of the
year across a range of ore body conditions. Additionally, weather
conditions in H2 are typically more moderate than in H1, which is
subject to the cyclone season, and this should facilitate an
increase in production rates. Dredge mining conditions and
throughput have also improved. While there will be some
transitional interruptions to operations associated with Phase II
commissioning and integration of expansion facilities to the main
plant toward the end of this year, these are not expected to have a
material impact on 2012 production. Overall full year 2012
production is forecast at 630,000 tonnes of ilmenite and 50,000
tonnes of zircon, of which approximately 20,000 tonnes will be a
secondary zircon product.
Revenue for the half year was US$109 million (2011 H1: US$56
million) with operating costs also remaining in line with
expectations. During H1, 18 ships (2011 H1: 17 ships) were loaded
with 321,500 tonnes (2011 H1: 349,400 tonnes) of final products
sold during the six months.
At 30 June, 2012 bank loans amounted to US$319.4 million (2011:
US$346.2 million) and cash balances were US$35.0 (2011: US$178.4
million). Senior lender loan interest and principal repayment of
US$16.2 million is scheduled for 1 August, 2012 and will be repaid
from existing cash resources.
Markets
The market for ilmenite has remained strong through H1. To date,
prices have been agreed on the majority of Kenmare's ilmenite
production for H2. For contracts where the price has been agreed
for six months and has been renegotiated in H1 as scheduled, price
increases have predominantly been realised and no price reductions
have occurred. Substantially all of the projected production from
the expanded facility in 2013 has already been committed to
customers and there is considerable unsatisfied demand. While some
titanium feedstock producers have experienced significant reduction
in demand in the high-grade feedstock market, the ilmenite market
has not been affected in this way. Demand remains high and prices
are expected to continue to increase.
While the market for zircon has been subdued, Kenmare has
continued to sell and ship all its production during H1, and prices
have been agreed for shipments in early H2 at similar levels to
H1.
Expansion
The Company remains focused on completing the Phase II Expansion
(the "Expansion") on schedule with commissioning of the expansion
plant scheduled to commence by the end of this year with subsequent
ramp-up in operations to enable full production from the expanded
facilities during 2013, to take advantage of the prevailing robust
market. As previously advised, substantially all of the 2013
projected volume from Phase II has already been committed.
As significant progress in the implementation of the Expansion
has been made, clarity on costs has also been further enhanced as
various items have been finalized. The modifications to repair
dimensional inaccuracies in structural steel sections set out below
and the additional resources brought to site to enable completion
by the end of this year has also impacted on costs.
The main focus of the Expansion is now on-site erection of plant
and infrastructure. Design and drawing deliverables are now
substantially complete. Fabrication of steel sections is 96%
complete. Civil engineering is 95% complete. Construction of the
Wet High Intensity Magnetic Separation (WHIMS) plant and the
product store is 80% complete. All contractors have been mobilised
to site and are operating under revised contract programmes.
Commissioning of the Phase II WCP, which is scheduled to be the
last major section of the project to be finished, is programmed to
start in late December. However, site operations have recently been
hampered by dimensional inaccuracies in structural steel sections
(strongbacks) delivered to site. These inaccuracies have since been
largely resolved on site to the satisfaction of Kenmare but with an
associated impact on timetable. This has required a renewed focus
on risk mitigation in respect of the remaining implementation in
order to ensure efficient and scheduled commissioning. Accordingly
Kenmare has now brought an additional erection contractor on site
and has partially de-scoped the existing contractor. The
rectification of the strongbacks errors, together with the time
taken and the addition of a new contractor in order to recoup time
lost and enable completion by the end of this year, have added to
the capital costs.
The revised cost estimate (relative to the US$300 million
estimated in the Preliminary Results), is US$350 million, which
includes a US$10 million contingency. As explained below, the
placing proceeds will be primarily applied to address this
additional cost.
The Company continues to believe that the fundamentals of the
Moma Mine remain strong in terms of market demand, robust pricing,
resource and low cost production. The Expansion is due to come
online in a timely manner to take advantage of the positive market
environment and, as it approaches completion, there is greater
clarity as to the final outturn costs.
Background to the Placing - Use of Proceeds
The net proceeds from the Placing will be used, together with
cash flow from operations as previously agreed with lenders,
primarily to ensure that the Phase II Expansion is completed on
schedule. Up to US$30 million of the net Placing proceeds is
expected to be applied to meet the Expansion costs.
The balance of the funds raised will be retained as contingency
funding or be used to finance initial payments associated with the
procurement of a new upgraded dredge, comparable with the dredge
which is being installed as part of Phase II, and to continue to
progress the preliminary initiatives relating to the Phase III
Expansion.
The Placing
The Placing is subject to the terms and conditions set out in
the Appendix. RBC Europe Limited ("RBC") is acting as global
co-ordinator in respect of the Placing. Canaccord Genuity Limited
("Canaccord Genuity"), J&E Davy ("Davy"), Mirabaud Securities
LLP ("Mirabaud") and RBC 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"). 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 Stg32p, The timing of the
closing of the book and allocations are at the discretion of the
Bookrunners (subject to agreement with Kenmare). The Company
intends to place 120,000,000 new Ordinary Shares, representing
approximately 5% of the existing issued share capital of the
Company. Details of the number of Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
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 for the Placing Shares to be admitted
to the premium segment of the Official List of the Financial
Services 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 25 July 2012 (or such later date as
may be agreed between the Company and the Bookrunners). 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 not being terminated.
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 the Appendix) 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 Appendix to this Announcement.
The Appendix 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.
Contacts
For further information, please contact:
Kenmare Resources plc
Michael Carvill, Managing Director
Tel: +353 1 671 0411
Mob: + 353 87 674 0110
Tony McCluskey, Financial Director Jacob Deysel, Operations Director
Tel: +353 1 671 0411 Tel: +353 1 671 0411
Mob: + 353 87 674 0346 Mob: +353 87 613 9609
RBC Europe Limited J&E Davy
Matthew Coakes/Stephen Foss Eugenee Mulhern/Anthony Farrell
Tel: +44 207 653 4000 Tel: + 353 1 679 7788
Canaccord Genuity Limited Mirabaud Securities LLP
Rob Collins/Andrew Chubb Rory Scott/Peter Krens
Tel: + 44 207 523 8000 Tel: + 44 207 321 2508
Murray Consultants Tavistock Communication
Jim Milton/Jonathan McDade Mike Bartlett/ Jos Simson
Tel: +353 1 498 0300 Tel: +44 207 920 3150
Mob: +353 86 255 8400 Mob: +44 7753 949 108
This Announcement (including the Appendix) 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 FSA, 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.
Nothing in this Announcement (including the Appendix) is
intended to be a profit estimate for any period or a forecast of
future profits. The financial information set out in this
announcement is not an interim management statement nor is it a
preliminary announcement of the interim results for the six months
ended 30 June 2012. It is published for information purposes only
and is not intended to be a complete statement of financial
position.
Financial information set out in this Announcement, unless
otherwise stated, is presented on a management basis and is not
audited. The Company expects to publish its interim results in
respect of the six months ended 30 June, 2012 on 22 August,
2012.
This Announcement (including the Appendix) 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 or any other state or jurisdiction into which the same would
be unlawful. This Announcement (including the Appendix) 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 Appendix) 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 or Japan or any other
jurisdiction in which such offer, solicitation or sale would be
unlawful. In particular, the Placing Shares 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 or Japan.
This Announcement (including the Appendix) 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 any 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 FSA, 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 Appendix).
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 Appendix).
Canaccord Genuity which is authorised and regulated in the
United Kingdom by the FSA, 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 Appendix).
Mirabaud Securities which is authorised and regulated in the
United Kingdom by the FSA, 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 Appendix).
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.
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: TERMS AND CONDITIONS OF THE PLACING
TERMS AND CONDITIONS - IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE PLACING
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 at the Placing Price.
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 25 July, 2012
(or such later date as may be agreed between the Company and the
Bookrunners). 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.
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
Services 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 25 July 2012 (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 Canaccord Genuity, Davy, Mirabaud and RBC 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. 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 and in accordance with the Company's articles of
association.
4. 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.
5. Each Placee also has an immediate, separate, irrevocable and
binding obligation, owed to the Bookrunners as agents of the
Company, 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.
6. 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".
7. 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 you to the Bookrunners in respect of the
Placee's Placing Participation will be returned to the Placee at
the risk of the Placee without interest.
8. 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.
9. 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, subject only to Admission, the
Placing Shares in accordance with the Placing Agreement; and
(c) Admission taking place not later than 8.00 a.m. (London
time) on 25 July, 2012 or such later date as the Company and the
Bookrunners may otherwise agree (not being later than 8.00 a.m. on
17 August, 2012).
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 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;
(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;
(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; 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 UK or Ireland, (iii) any
incident of terrorism or outbreak or escalation of hostilities or
any declaration in or by the UK 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 FSA in relation to the Placing and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement (including the Appendix).
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendix) is
exclusively the responsibility of the Company and confirms that it
has neither received nor 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 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 RBC: 388
==================================== ================================
CREST participant ID of Davy: 189
==================================== ================================
CREST participant ID of Canaccord
Genuity: 805
==================================== ================================
CREST participant ID of Mirabaud 834
==================================== ================================
Trade date: 20 July, 2012
==================================== ================================
Settlement date: 25 July, 2012
==================================== ================================
ISIN code for the Placing Shares: IE0004879486
==================================== ================================
SEDOL code for the Placing Shares: 0487948
==================================== ================================
Deadline for input instructions 3:00 p.m. (UK time) on 24 July,
into CREST: 2012
==================================== ================================
The Company will deliver such Placing Shares to a CREST account
operated by the relevant Bookrunner as agent for the Company and
that Bookrunner 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.
It is expected that settlement will be on 25July, 2012 on a T +
3 basis in accordance with the instructions given to the
Bookrunner.
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 Bookrunner.
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 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 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 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 should, subject as provided below,
be so registered free from any liability to Irish or UK stamp duty
or UK 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 Appendix, 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 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 of the
Placing Shares 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 neither the Bookrunner nor the Company nor
any of their affiliates nor any person acting on behalf of any of
them has provided, and will not provide it, with any material
regarding the Placing Shares or the Company or any other person
other than the information contained in this Announcement; nor has
it requested the Bookrunner or the Company or any of their
affiliates or any person acting on behalf of any of them to provide
it with any additional information;
7. Acknowledges that (i) it is not and, if different, the
beneficial owner of the Placing Shares is not, and at the time the
Placing Shares are acquired will not be, a resident of Australia,
Canada or Japan, and (ii) that the Placing Shares have not been and
will not be registered under the securities legislation of the
United States, Australia, Canada or Japan 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;
8. 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 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 that it has neither received nor
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;
9. Represents and warrants that neither it, nor the person
specified by it for registration as a holder of Placing Shares is,
or is acting as nominee or agent for, and that the Placing Shares
will not 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);
10. 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;
11. If a financial intermediary, as that term is used in Article
3(2) of the Prospectus Directive, represents and warrants that the
Placing Shares purchased 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 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;
12. 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 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);
13. Represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares 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);
14. 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 Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
15. 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 Shares in, from or otherwise
involving, the United Kingdom and the MiFID Regulations with
respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving, Ireland;
16. Represents and warrants that it is a "qualified investor"
within the meaning of the Prospectus Directive (including any
relevant implementing measure in any member state);
17. Represents and warrants that it and any person acting on its
behalf is entitled to subscribe for and purchase the Placing Shares
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;
18. Acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act and further acknowledges
that the Placing Shares 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;
19. 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;
20. 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 Bookrunner may in their
discretion determine and without liability to such Placee;
21. 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;
22. 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 Bookrunner 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;
23. Undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither the Bookrunner 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;
24. 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 Company or the
Bookrunner 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;
25. Agrees that the Company and the Bookrunner 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;
26. Agrees to indemnify and hold the Company and the Bookrunner
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 and further agrees that the
provisions of this Appendix shall survive after completion of the
Placing;
27. Acknowledges that its commitment to subscribe Placing Shares
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 the Placing Shares will not 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, 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;
28. 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 in any country or
jurisdiction where any such action for that purpose is required;
and
29. 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. 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 UK by them or any other person on the subscription
by them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that the 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 FSA made under FSMA.
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. All times and dates
in this announcement may be subject to amendment. The Bookrunners
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.
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, Canaccord Genuity, Davy, Mirabaud and
RBC
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 the disclosure and transparency rules produced
Transparency by the FSA under FSMA
Rules
Euroclear UK Euroclear UK & Ireland Limited, a company incorporated
& Ireland in England and Wales, being the Operator of CREST
FSA The Financial Services 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
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 the London Stock Exchange plc
Exchange
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
Main Market the Main Market of the London Stock Exchange
Main Securities the Main Securities Market of the Irish Stock
Market Exchange, a regulated market for the purpose
of the MiFID Regulations
Market Abuse the Market Abuse (Directive 2003/6/EC) Regulations
Regulations and 2005 of Ireland and the Market Abuse Rules issued
the Market Abuse by the Financial Regulator pursuant to Section
Rules 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
Ordinary Shares ordinary shares of EUR0.06 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 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 Price Stg32p per Placing Share
Placing Participation a Placee's allocation in the Bookbuild
Placing Shares the 120,000,000 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 the Prospectus (Directive 2003/71/EC) Regulations
and the Prospectus 2005 (as amended) of Ireland) and the Prospectus
Rules 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 any of the regulatory information services set
Service out on the list maintained by the Irish Stock
Exchange
Securities Act the US Securities Act of 1933 as amended
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 the Transparency (Directive 2004/109/EC) Regulations
Regulations and 2007 of Ireland and the Transparency Rules of
the Transparency the Financial Regulator issued under section
Rules 22 of the Investments, Funds, Companies and Miscellaneous
Provisions Act 2006 of Ireland
US Dollar the lawful currency of the United States of America
US Investor Letter the investor representation letter and attached
confirmation sent by the Bookrunners to relevant
Placees setting out the terms and conditions
of the Placing, in the agreed form
UKLA the United Kingdom Listing Authority, a division
of the FSA, acting in its capacity as the competent
authority for the purposes of Part VI of FSMA
This information is provided by RNS
The company news service from the London Stock Exchange
END
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