Holding(s) in Company
Standard Form TR-1
Standard form for notification of major
holdings
1. Identity of
the issuer or
the underlying
issuer of
existing shares
to which voting
rights are
attachedii:Kenmare Resources Plc |
2. Reason for the notification (please tick the
appropriate box or boxes):[x ] An acquisition or disposal of voting
rights[ ] An acquisition or disposal of financial instruments [ ]
An event changing the breakdown of voting rights [ ] Other (please
specify)iii: |
3. Details of person subject to the notification
obligationiv : |
Name:Aegis Financial Corporation |
City and country of registered office (if applicable):Mclean,
VA USA |
4. Full name of shareholder(s) (if different from
3.)v: |
5. Date on which the threshold was crossed or
reachedvi:29 September 2023 |
6. Date on which issuer notified:8 December
2023 |
7. Threshold(s) that is/are crossed or
reached:4% |
8. Total positions of person(s) subject to the notification
obligation: |
|
% of voting rights attached to shares (total of 9.A) |
% of voting rights through financial instruments(total of 9.B.1 +
9.B.2) |
Total of both in % (9.A + 9.B) |
Total number of voting rights of issuervii |
Resulting situation on the date on which threshold was crossed or
reached |
4.01% |
0.00% |
4.01% |
3,578,594 |
Position of previous notification (if applicable) |
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9. Notified details of the resulting situation on the date
on which the threshold was crossed
orreachedviii: |
A: Voting rights attached to shares |
Class/type of sharesISIN code (if possible) |
Number of voting rightsix |
% of voting rights |
Direct |
Indirect |
Direct |
Indirect |
IE00BDC5DG00 |
156,000 |
3,422,594 |
0.17% |
3.84% |
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SUBTOTAL A |
3,578,594 |
4.01% |
B 1: Financial Instruments according to Regulation 17(1)(a)
of the Regulations |
Type of financial instrument |
Expiration datex |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the
instrument isexercised/converted. |
% of voting rights |
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SUBTOTAL B.1 |
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B 2: Financial
Instruments with
similar economic
effect according
to Regulation
17(1)(b) of the
Regulations |
Type of financial instrument |
Expiration datex |
Exercise/ ConversionPeriod
xi |
Physical or
cashsettlementxii |
Number of voting rights |
% of voting rights |
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SUBTOTAL B.2 |
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10. Information
in relation to
the person
subject to the
notification obligation (please
tick the applicable box):[ ] Person
subject to the notification obligation is not controlled by any
natural person or legal entity and
does not control
any other
undertaking(s) holding
directly or
indirectly an
interest in the
(underlying) issuer.xiii[x
] F ull chain of
controlled undertakings through which the voting rights and/or
thefinancial instruments
are effectively
held starting
with the
ultimate controlling
natural person or
legal entityxiv: |
Namexv |
% of voting rights if it equals or is higher than the
notifiable threshold |
% of voting rights through financial instruments if it
equals or is higher than the notifiable threshold |
Total of both if it equals or is higher than the notifiable
threshold |
Scott L. Barbee |
4.01% |
N/A |
4.01% |
Aegis Financial Corporation |
3.84% |
N/A |
3.84% |
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Done in Virginia, USA on 8 December 2023.
Notes
i. Persons completing this form should have
regard to the requirements of the Transparency (Directive
2004/109/EC) Regulations 2007 as amended (the “Regulations”), the
Central Bank of Ireland’s Transparency Rules (the “Transparency
Rules”) and Commission Delegated Regulation (EU) 2015/761 of 17
December 2014.ii Full name of the legal entity and other
identifying specification of the issuer or underlying issuer,
provided it is reliable and accurate (e.g. address, LEI, domestic
number identity).
iii Other reason for the notification could be
voluntary notifications, changes of attribution of the nature of
the holding (e.g. expiring of financial instruments) or acting in
concert.
iv This should be the full name of (a) the
shareholder; (b) the natural person or legal entity acquiring,
disposing of or exercising voting rights in the cases provided for
in Regulation 15(b) to (h) of the Regulations (Article 10 (b) to
(h) of Directive 2004/109/EC); or (c) the holder of financial
instruments referred to in Regulation 17(1) of the Regulations
(Article 13(1) of Directive 2004/109/EC).
As the disclosure of cases of acting in concert
may vary due to the specific circumstances (e.g. same or different
total positions of the parties, entering or exiting of acting in
concert by a single party) the standard form does not provide for a
specific method how to notify cases of acting in concert.
In relation to the transactions referred to in
points (b) to (h) of Regulation 15 of the Regulations (Article 10
of Directive 2004/109/EC), the following list is provided as an
indication of the persons who should be mentioned:
- in the
circumstances foreseen in letter (b) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the natural
person or legal entity that acquires the voting rights and is
entitled to exercise them under the agreement and the natural
person or legal entity who is transferring temporarily for
consideration the voting rights;
- in the circumstances foreseen in
letter (c) of the Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the natural person or legal entity holding
the collateral, provided the person or entity controls the voting
rights and declares its intention of exercising them, and natural
person or legal entity lodging the collateral under these
conditions;
- in the circumstances foreseen in
letter (d) of Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the natural person or legal entity who has
a life interest in shares if that person or entity is entitled to
exercise the voting rights attached to the shares and the natural
person or legal entity who is disposing of the voting rights when
the life interest is created;
- in the circumstances foreseen in
letter (e) of Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the controlling natural person or legal
entity and, provided it has a notification duty at an individual
level under Regulation 14 of the Regulations (Article 9 of
Directive 2004/109/EC), under letters (a) to (d) of Regulation 15
of the Regulations (Article 10 of Directive 2004/109/EC) or under a
combination of any of those situations, the controlled
undertaking;
- in the
circumstances foreseen in letter (f) of Regulation 15 of the
Regulations (Article 10 of Directive 2004/109/EC), the deposit
taker of the shares, if he can exercise the voting rights attached
to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the
voting rights at his discretion;
- in the circumstances foreseen in
letter (g) of Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the natural person or legal entity that
controls the voting rights;
- in the circumstances foreseen in
letter (h) of Regulation 15 of the Regulations (Article 10 of
Directive 2004/109/EC), the proxy holder, if he can exercise the
voting rights at his discretion, and the shareholder who has given
his proxy to the proxy holder allowing the latter to exercise the
voting rights at his discretion (e.g. management companies).
v Applicable in the cases provided for in
Regulation 15(b) to (h) of the Regulations (Article 10 (b) to (h)
of Directive 2004/109/EC). This should be the full name of the
shareholder who is the counterparty to the natural person or legal
entity referred to in Regulation 15 of the Regulations (Article 10
Directive 2004/109/EC) unless the percentage of voting rights held
by the shareholder is lower than the lowest notifiable threshold
for the disclosure of voting rights holdings in accordance with the
requirements of the Regulations and the Transparency Rules.
vi The date on which threshold is crossed or
reached should be the date on which the acquisition or disposal
took place or the other reason triggered the notification
obligation. For passive crossings, the date when the corporate
event took effect.
vii The total number of voting rights shall be
composed of all the shares, including depository receipts
representing shares, to which voting rights are attached even if
the exercise thereof is suspended.
viii If the holding has fallen below the lowest
applicable threshold in accordance with the Regulations and the
Transparency Rules the holder is not obliged to disclose the extent
of the holding only that the holding is “below 3%” or “below 5%” as
appropriate.
ix In case of combined holdings of shares with
voting rights attached "direct holding" and voting rights "indirect
holding", please split the voting rights number and percentage into
the direct and indirect columns – if there is no combined holdings,
please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e.
the date when right to acquire shares ends.
xi If the financial instrument has such a period – please
specify this period – for example once every 3 months starting from
[date].
xii In case of cash settled instruments the
number and percentages of voting rights is to be presented on a
delta-adjusted basis (Regulation 17(4) of the Regulations/Article
13(1a) of Directive 2004/109/EC).
xiii If the person subject to the notification
obligation is either controlled and/or does control another
undertaking then the second option applies.
xiv The full chain of controlled undertakings,
starting with the ultimate controlling natural person or legal
entity, has to be presented also in cases in which only on
subsidiary level a threshold is crossed or reached and the
subsidiary undertaking discloses the notification, as only thus
will the markets get a full picture of the group holdings. In the
case of multiple chains through which the voting rights and/or
financial instruments are effectively held, the chains have to be
presented chain by chain leaving a row free between different
chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F
etc.).
xv The names of controlled undertakings through
which the voting rights and/or financial instruments are
effectively held have to be presented irrespective of whether the
controlled undertakings cross or reach the lowest applicable
threshold themselves.
xvi Example: Correction of a previous notification.
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