KMR Kenmare Resources Plc

 
TIDMKMR 
 
 
   Kenmare Resources plc ("Kenmare" or "the Company") 
 
   28 April, 2016 
 
 
 
   Conditional US$100 million subscription agreement as part of a proposed 
capital restructuring 
 
   Kenmare Resources plc (LSE:KMR, ISE:KMR), one of the leading global 
producers of titanium minerals and zircon, which operates the Moma 
Titanium Minerals Mine (the "Mine" or "Moma") in northern Mozambique, is 
pleased to advise that it has entered into a conditional subscription 
and relationship agreement with King Ally Holdings Limited ("King Ally"), 
a chemicals trading company incorporated in the British Virgin Islands, 
in respect of a proposed investment by King Ally in Kenmare. This 
proposed investment is in respect of US$100 million and is on the basis 
that King Ally would hold not more than 29.9% of the enlarged issued 
share capital of the Company following the completion of a capital 
restructuring, as described below. 
 
   Discussions with Kenmare's lenders in relation to a deleveraging plan 
(originally required to have been agreed with lenders by 31 January, 
2016) are continuing, and the lenders continue to work with Kenmare on 
satisfaction of the pre-conditions necessary for the implementation of 
such a deleveraging plan. 
 
   As currently envisaged, the deleveraging plan entails a capital 
restructuring by, inter alia, an equity fundraising of not less than 
US$275 million, of which a significant portion would be used to reduce 
debt and the balance would be available to the Company for working 
capital purposes. The investment by King Ally would form part of this 
US$275 million equity fundraising, together with the proposed US$100 
million equity investment by SGRF, a sovereign wealth fund of the 
Sultanate of Oman, previously announced by the Company as having been 
approved in principle by SGRF and in respect of which discussions are 
continuing, and an investment of not less than $75 million which would 
be required to be raised from new and existing shareholders in the 
Company. As previously announced, it is intended that there will also be 
an opportunity for existing shareholders to subscribe in an open offer 
on the same terms as under the US$275m equity placing. 
 
   Any investment by King Ally and/or any commitment by SGRF, if made, will 
be subject to the satisfaction of a range of conditions including, inter 
alia, their satisfaction with the form and content of a prospectus to be 
prepared by Kenmare, that a final agreement with lenders is entered into 
providing for the envisaged capital restructuring and becomes 
unconditional, and that not less than, in aggregate, US$275 million is 
raised by way of an equity issue, as well as other conditions 
conventional for an equity issue of this nature. As of the date of this 
announcement, the lenders have not yet agreed to the deleveraging plan. 
 
   In addition, implementation of the capital restructuring will require 
the approval by Kenmare shareholders of a number of resolutions 
(expected to include ordinary resolutions, special resolutions and 
resolutions on which only certain independent shareholders can vote) at 
an extraordinary general meeting of the Company to be convened. 
 
   Accordingly, a significant number of uncertainties remain and there can 
be no certainty that the capital restructuring, including the investment 
by King Ally, will be completed. 
 
   2015 Annual Report 
 
   Kenmare intends to issue its annual report and accounts in respect of 
the year ended 31 December, 2015 on 29 April, 2016. 
 
   Kenmare Resources plc 
 
   Michael Carvill, Managing Director 
 
   Tel: +353 1 671 0411 
 
 
   Mob: + 353 87 674 0110 
 
 
   Tony McCluskey, Financial Director 
 
   Tel: +353 1 671 0411 
 
 
   Mob: + 353 87 674 0346 
 
   Jeremy Dibb, Corporate Development and Investor Relations Manager 
 
   Tel: +353 1 671 0411 
 
   Mob: + 353 87 943 0367 
 
   Murray 
 
 
   Joe Heron 
 
 
   Tel: +353 1 498 0300 
 
 
   Mob: +353 87 690 9735 
 
 
   Buchanan 
 
   Bobby Morse 
 
   Tel: +44 207 466 5000 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Kenmare Resources via Globenewswire 
 
   HUG#2007633 
 
 
  http://www.kenmareresources.com/ 
 

(END) Dow Jones Newswires

April 28, 2016 02:01 ET (06:01 GMT)

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