• Holding(s) in Company

    Source: Nasdaq GlobeNewswire / 14 Dec 2021 02:00:00   America/New_York

    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:

    African Acquisition S.à.r.l.    		City and country of registered office (if applicable):

    Luxembourg City, Luxembourg
    4. Full name of shareholder(s) (if different from 3.)v:

    5. Date on which the threshold was crossed or reachedvi:

    10/12/2021
    6. Date on which issuer notified:

    13/12/2021
    7. Threshold(s) that is/are crossed or reached:

    22%
    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 reached21.47%0.00%21.47%94,921,970
    Position of previous notification (if applicable)29.10%0.00%29.10% 



    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

    IE00BDC5DG0020,381,795 21.47% 
         
         
    SUBTOTAL A20,381,79521.47%
     
    B 1: Financial Instruments according to Regulation 17(1)(a) of the Regulations
    Type of financial instrumentExpiration
    datex    		Exercise/
    Conversion Periodxi    		Number of voting rights that may be acquired if the instrument is exercised/converted.% of voting rights
         
         
         
      SUBTOTAL B.1  
     
    B 2: Financial Instruments with similar economic effect according to Regulation 17(1)(b) of the Regulations
    Type of financial instrumentExpiration
    datex    		Exercise/
    Conversion Period xi    		Physical or cash settlementxiiNumber of voting rights % of voting rights
          
          
          
       SUBTOTAL B.2  


    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



    [ ] 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 thresholdTotal of both if it equals or is higher than the notifiable threshold
    Oman Investment Authority   
    The Luxembourg Acquisition Company S.à.r.l.   
    African Acquisition S.à.r.l.21.47%0.00%21.47%
        
        
        
     
    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:






    Done at Luxembourg on 13 December 2021

    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 pe


    NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
     
    1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii:Kenmare Resources plc
    1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
    Non-UK issuerX
    2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
    An acquisition or disposal of voting rightsX
    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 obligation iv
    NameAfrican Acquisition S.à.r.l.
    City and country of registered office (if applicable)Luxembourg City, Luxembourg
    4. Full name of shareholder(s) (if different from 3.) v
    Name 
    City and country of registered office (if applicable) 
    5. Date on which the threshold was crossed or reached vi:10/12/2021
    6. Date on which issuer notified (DD/MM/YYYY):13/12/2021
    7. Total positions of person(s) subject to the notification obligation
     % of voting rights attached to shares (total of 8. A)% of voting rights through financial instruments
    (total of 8.B 1 + 8.B 2)    		Total of both in % (8.A + 8.B)Total number of voting rights held in issuer (8.A + 8.B) vii
    Resulting situation on the date on which threshold was crossed or reached21.47%0.00%21.47%20,381,795
    Position of previous notification (if
    applicable)    		29.10%0.00%29.10% 

    TR-1: Standard form for notification of major holdings



    8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
    A: Voting rights attached to shares
    Class/type of
    shares
    ISIN code (if possible)

    		Number of voting rights ix% of voting rights
    Direct
    (DTR5.1)    		Indirect
    (DTR5.2.1)    		Direct
    (DTR5.1)    		Indirect
    (DTR5.2.1)
    IE00BDC5DG0020,381,795 21.47% 
         
         
    SUBTOTAL 8. A20,381,79521.47%
     
    B 1: Financial Instruments according to DTR5.3.1R (1) (a)
    Type of financial instrumentExpiration
    date x    		Exercise/
    Conversion Period xi    		Number of voting rights that may be acquired if the instrument is
    exercised/converted.    		% of voting rights
         
         
         
      SUBTOTAL 8. B 1  
     
    B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
    Type of financial instrumentExpiration
    date x    		Exercise/
    Conversion Period xi    		Physical or cash
    Settlement xii    		Number of voting rights % of voting rights
          
          
          
       SUBTOTAL 8.B.2  
     


    9. Information in relation to the person subject to the notification obligation (please mark the
    applicable box with an “X”)
    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 
    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 entity (please add additional rows as necessary) xiv    		 
    Name xv% 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 thresholdTotal of both if it equals or is higher than the notifiable threshold
    Oman Investment Authority   
    The Luxembourg Acquisition Company S.à.r.l.   
    African Acquisition S.à.r.l.21.47%0.00%21.47%
        
        
        
     
    10. In case of proxy voting, please identify:
    Name of the proxy holder 
    The number and % of voting rights held 
    The date until which the voting rights will be held 
     
    11. Additional information xvi
     


    Place of completionLuxembourg
    Date of completion13 December 2021

    Notes

    i Please note this form should be read jointly with the applicable Disclosure Guidance and Transparency Rules Chapter 5 (DTR5) available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter

    ii Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

    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 DTR5.2.1 (b) to (h); (c) all parties to the agreement referred to in DTR5.2.1 (a) or (d) the holder of financial instruments referred to in DTR5.3.1.

    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 DTR5.2.1 (b) to (h), the following list is provided as indication of the persons who should be mentioned:

    - in the circumstances foreseen in DTR5.2.1 (b), 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 DTR5.2.1 (c), 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 DTR5.2.1 (d), 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 DTR5.2.1 (e), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to (d) or under a combination of any of those situations, the controlled undertaking;

    - in the circumstances foreseen in DTR5.2.1 (f), 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 DTR5.2.1 (g), the natural person or legal entity that controls the voting rights;

    - in the circumstances foreseen in DTR5.2.1 (h), 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 DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to DTR5.2 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 national practices (e.g. identification of funds managed by management companies).

    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 held in the issuer 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, please note that it might not be necessary to disclose the extent of the holding, only that the new holding is below that threshold.

    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 (DTR 5.3.3.A).

    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 the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only in this way will the markets get always the full picture of the group holdings. In 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 by numbering each chain accordingly. Please see the below example:
    Name of ultimate controlling person A (chain 1)
    Name of controlled undertaking B
    Name of controlled undertaking C
    Name of ultimate controlling person A (chain 2)
    Name of controlled undertaking B
    Name of controlled undertaking D
    Name of ultimate controlling person A (chain3)
    Name of controlled undertaking E
    Name of controlled undertaking F

    xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

    xvi Example: Correction of a previous notification.

    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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