FORM 8.1(a) & (b)
(Opening Position Disclosure)
IRISH TAKEOVER PANEL
OPENING POSITION DISCLOSURE UNDER RULE 8.1(a) AND (b) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 BY AN OFFEROR OR AN OFFEREE
1. KEY INFORMATION
| (a) Full name of discloser: | Kenmare Resources plc |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Kenmare Resources plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 13 March 2025 |
| (f) In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A” | N/A |
2. INTERESTS AND SHORT POSITIONS
If there are interests and positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.
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Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates (Note 1)
| Class of relevant security: (Note 2) | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | NIL | – | NIL | – |
| (2) Cash-settled derivatives: | NIL | – | NIL | – |
| (3) Stock-settled derivatives (including options) and agreements to purchase/ sell: | NIL | – | NIL | – |
| Total: | NIL | – | NIL | – |
All interests and all short positions should be disclosed.
Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
3. INTERESTS AND SHORT POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY MAKING THE DISCLOSURE
Details of any interests and short positions (including directors’ and other employee options) of any person acting in concert with the party making the disclosure:
a) Interests held by directors of the Offeree, their close relatives and related trusts in the ordinary shares of €0.001 each in the capital of the Offeree (“Ordinary Shares”)
| Director | Number of Ordinary Shares held | Percentage of total issued Ordinary Shares |
| Mette Dobel | 2,500 | 0.003% |
| Elaine Dorward-King | 10,000 | 0.01% |
| Clever Fonseca | 5,170 | 0.005% |
| Tom Hickey* | 47,000 | 0.05% |
| Graham Martin | 100,000 | 0.11% |
| Deirdre Somers | 3,940 | 0.004% |
| Andrew Webb | 10,000 | 0.01% |
*Nil-cost options were granted to Tom Hickey under the Kenmare Resources plc Restricted Share Plan in respect of 286,890 shares
b) Interests and short positions held by J&E Davy, presumed concert party of the Offeree
| Class of relevant security: Ordinary Shares | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 7,726 | 0.009% | Nil | – |
| (2) Cash-settled derivatives | Nil | – | Nil | – |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell | Nil | – | Nil | – |
| Total: | 7,726 | 0.009% | – | – |
c) Interests and short positions held by N.M. Rothschild & Sons Limited, presumed concert party of the Offeree
| Class of relevant security: Ordinary Shares | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 700 | 0.0008% | Nil | – |
| (2) Cash-settled derivatives | Nil | – | Nil | – |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell | Nil | – | Nil | – |
| Total: | 700 | 0.0008% | Nil | – |
d) Interests and short positions held by Apex Financial Services (Trust Company) Limited, presumed concert party of the Offeree as Trustee of the Kenmare Resources plc Employee Benefit Trust
| Class of relevant security: Ordinary Shares | ||||
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled | 1,344,823* | 1.51% | Nil | – |
| (2) Cash-settled derivatives | Nil | – | Nil | – |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell | Nil | – | Nil | – |
| Total: | 1,344,823 | 1.51% | Nil | – |
*includes 416,841 Ordinary Shares held by Apex Financial Services (Trust Company) Limited as nominee for specific former Directors and members of management of Kenmare Resources plc for holding periods under the Kenmare Resources plc Restricted Share Plan, and 927,982 Ordinary Shares held on trust which have not been allocated to any individuals
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8.
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4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: |
| Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none” |
| None |
(b) Agreements, arrangements or understandings relating to options or derivatives
| Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated. |
| None |
(c) Attachments
| Is a Supplemental Form 8 attached? | YES/NO |
| No |
| Date of disclosure: | 14 March 2025 |
| Contact name: | Chelita Healy |
| Telephone number: | +353 1 6710411 |
Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.
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NOTES ON FORM 8.1(a) and (b)
1. See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(a) of Part B of the Rules.
2. See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.
3. If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.
For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.
References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.
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