Holding(s) in Company
01 February 2025 - 4:00AM
UK Regulatory
Holding(s) in Company
Standard Form
TR-1
Standard form
for notification
of major
holdings
NOTIFICATION OF
MAJOR HOLDINGS (to be sent to the
relevant issuer and to the Central Bank of
Ireland)i |
|
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 January 2025 |
6. Date on
which issuer
notified:
30 January 2025 |
7. Threshold(s)
that is/are
crossed or
reached:
5% |
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 |
5.31% |
0.00% |
5.31% |
89,228,161 |
Position of previous notification (if applicable) |
4.01% |
0.00% |
4.01% |
|
9. Notified
details of the
resulting situation
on the date
on which the
threshold was
crossed or
reachedviii: |
A: Voting rights
attached to
shares |
Class/type of
shares
ISIN code (if possible)
|
Number of voting
rightsix |
% of voting
rights |
Direct |
Indirect |
Direct |
Indirect |
IE00BDC5DG00 |
156,000 |
4,579,677 |
0.17% |
5.13% |
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SUBTOTAL A |
4,735,677 |
5.31% |
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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
is
exercised/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/
Conversion Period xi |
Physical or
cash settlementxii |
Number of voting rights |
% of voting
rights |
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|
|
|
|
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|
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|
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|
|
|
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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 ] Full
chain of
controlled undertakings
through which
the voting
rights and/or
the
financial 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 |
5.31% |
N/A |
5.31% |
Aegis Financial Corporation |
5.13% |
N/A |
5.13% |
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11. In case
of proxy voting:
[name of
the proxy
holder] will
cease to hold
[% and
number] voting
rights as of
[date] |
|
12. Additional
informationxvi: Aegis
Financial Corporation (“AFC”) is a US-based investment management
company that manages the Aegis Value Fund, a series of The Aegis
Funds, as well as other separately managed accounts. Scott Barbee
is the control owner of AFC. The direct shares reported in this
filing are held personally by Scott Barbee. The indirect shares
reported in this filing are controlled by Scott Barbee in his
capacity as the discretionary portfolio manager for AFC and the
Aegis Value Fund. As of the date the threshold was reached or
crossed, the Aegis Value Fund held 3,247,939 shares or 3.64%, of
the issuer. |
Done in Virginia, USA on 30 January 2025.
Annex: Notification
of major
holdings (only to be filed with the Central Bank
of Ireland and not with the relevant issuer) |
A: Identity of
the person
subject to the
notification obligation |
Full name (including legal form
for legal entities)
Aegis Financial Corporation |
Contact address (registered
office for legal entities)
6862 Elm Street, Suite 830, McLean, VA 22101 |
E-Mail
jharrison@aegisfunds.com |
Phone number /
Fax number
+1 703-528-7788 / +1 703-528-1395 |
Other useful
information (at least legal a contact person for
legal persons) Justin Harrison; jharrison@aegisfunds.com; +1 571
250 0054 |
|
B: Identity of
the notifier, if
applicable |
Full name |
Contact address |
E-Mail |
Phone number /
Fax number |
Other useful
information (e.g. functional relationship with the
person or legal entity subject to the notification obligation) |
|
C: Additional information: Aegis Financial
Corporation (“AFC”) is a US-based investment management company
that manages the Aegis Value Fund, a series of The Aegis Funds, as
well as other separately managed accounts. Scott Barbee is the
control owner of AFC. The direct shares reported in this filing are
held personally by Scott Barbee. The indirect shares reported in
this filing are controlled by Scott Barbee in his capacity as the
discretionary portfolio manager for AFC and the Aegis Value
Fund. |
The Central Bank of Ireland (“Central Bank”)
may process personal data provided by you in order to fulfil its
statutory functions or to facilitate its business operations. Any
personal data will be processed in accordance with the requirements
of data protection legislation. Any queries concerning the
processing of personal data by the Central Bank may be directed
to dataprotection@centralbank.ie. A copy
of the Central Bank’s Data Protection Notice is available at
www.centralbank.ie/fns/privacy-statement.
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.
Kenmare Resources (LSE:KMR)
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