Kenmare Resources Notice Of Annual General Meeting And Proposed Adoption Of Mechanism To Permit An Odd-lot Offer
21 April 2022 - 4:00PM
UK Regulatory
TIDMKMR
Kenmare Resources plc
("Kenmare" or "the Company" or "the Group")
21 April 2022
Publication of Notice of Annual General Meeting and
proposed adoption of mechanism to permit an Odd-lot Offer
Kenmare Resources plc (LSE:KMR, ISE:KMR) today announces that
its Annual General Meeting ("AGM") will be held at The Shelbourne
Hotel, 27 St. Stephen's Green, Dublin 2 at 2.00 p.m. Irish time on
26 May 2022. The Notice of AGM and form of proxy have been
published and are now available on the Company's website.
Kenmare also announces, pursuant to FCA Listing Rule 12.4.4,
that it is seeking authority from shareholders at the AGM to
implement an odd-lot offer ("Odd-lot Offer") at any time within 18
months from the date of the AGM. This is in addition to it seeking
approval at the AGM of a renewal of the Company's existing
authority to make market purchases of its own shares.
Overview of Odd-Lot Offer
Under an Odd-lot Offer, eligible certificated shareholders
holding fewer than 200 ordinary shares in Kenmare (the "Odd-lot
Holders") will be offered the opportunity to sell their shares at a
5% premium to the market price.
As a result of Kenmare's restructuring and recapitalisation in
2016, the Company's share register has an unusually large number of
small shareholders. Kenmare has a total of approximately 3,800
registered holders of ordinary shares, of which over 3,500 (92%)
are small shareholders who hold fewer than 200 ordinary shares.
This represents in aggregate, less than 0.2% of the total number of
ordinary shares in issue.
The rationale for an Odd-lot Offer is three-fold:
-- the ability of small shareholders to deal their shares (and
to cash their dividend cheques) is constrained by disproportionate
dealing costs and banking charges;
-- based on Kenmare's experience with mailing Annual Reports and
dividend cheques, the Company believes that a number of these small
shareholders are inactive: they (or their estates) may not realise
that they have a small holding in the Company or may not value that
small holding; and
-- the Company's recurring costs of administration resulting
from the relatively large number of shareholders are
disproportionate to the size of these small shareholdings and
affect shareholders as a whole.
By carrying out an Odd-lot Offer, the Directors will facilitate
the disposal by eligible Odd-lot Holders of their shares at a 5%
premium without the dealing costs that would typically render such
disposal uneconomic, whilst giving active shareholders the ability
to opt-out.
As part of the arrangements, shareholders are asked to approve a
change to the Company's Articles of Association so that eligible
Odd-lot Holders who do not respond to the Odd-lot Offer, if made,
are deemed to have agreed to accept it. Odd-lot Holders who wish to
retain their Kenmare shares will be able to opt-out of
participating in the Odd-lot Offer by completing and returning the
relevant form in accordance with instructions.
The actual timing for, and implementation of the proposed
Odd-lot Offer will be decided by the Directors and will be at their
sole discretion. Full details in respect of the proposed
resolutions are set out in the Notice of AGM.
Notice of AGM
The Notice of AGM and form of proxy are available on the
Company's website, in addition to the Annual Report 2021 as
previously announced, by clicking here.
The Annual Report 2021 and Notice of AGM are today being posted
to shareholders who have elected to receive them in the coming
days.
Copies of the above documents will be submitted to Euronext
Dublin and the UK National Storage Mechanism and will shortly be
available for inspection at the following links:
https://www.globenewswire.com/Tracker?data=mcQsvLmXJydKZG2rornCXQ8k8aHAsrI2sDnbfhz48rryDzi33Tadrezij_9M7Plm4X6L-SHwvG5uaJ8AClHR9DD9oN2PqQJgOHDpxVhtAFs=
Euronext Dublin OAM Filing
and at
https://www.globenewswire.com/Tracker?data=qVGsqClqLHtkUS4bCnLThzn4RUN16yg9WTmvfkl5yjccNtzSGnQPowBwjF61-v512MciTay3SHh0H2lkA1poh54h0AFAJsNk4jW0pXKKnqU=
National Storage Mechanism
For further information, please contact:
Kenmare Resources plc
Jeremy Dibb / Katharine Sutton
Investor Relations
ir@kenmareresources.com
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Tel: +353 1 671 0411
Mob: +353 87 943 0367 / +353 87 663 0875
Murray (PR advisor)
Doug Keatinge
dkeatinge@murraygroup.ie
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Tel: +353 1 498 0300
Mob: +353 86 037 4163
About Kenmare Resources
Kenmare Resources plc is one of the world's largest producers of
mineral sands products. Listed on the London Stock Exchange and the
Euronext Dublin, Kenmare operates the Moma Titanium Minerals Mine
in Mozambique. Moma's production accounts for approximately 8% of
global titanium feedstocks and the Group supplies to customers in
more than 15 countries. Kenmare produces raw materials that are
ultimately consumed in everyday quality-of life items such as
paints, plastics and ceramic tiles.
(END) Dow Jones Newswires
April 21, 2022 02:00 ET (06:00 GMT)
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