Kenmare Resources plc

Wednesday, 10 June 2015

Irish Takeover Panel Announcement

Kenmare Resources plc (“Kenmare” or the “Company”)


This is notice of the giving of a censure under section 10(2) of the Irish Takeover Panel Act 1997 (“Act”) of Mr. David Foord of Foord Asset Management in respect of the failure to disclose dealings under Rule 8 of the Irish Takeover Panel Act 1997, Takeover Rules, 2013 (“Rules”) in the securities of Kenmare during the period 26 June 2014 to 18 May 2015.

Kenmare went into an offer period on 26 June 2014 following an announcement by Iluka Resources Limited that it had made an approach to Kenmare in relation to a potential offer for the Company. Disclosure of interests and dealings in the relevant securities of Kenmare have, as a consequence, been required under Rules 8 and 38 from that date. The Panel amended its Disclosure Table on 26 June 2014 to reflect this.

Rule 8.3 requires persons with interests in relevant securities of the offeree (and in the case of a securities exchange offer, the offeror) representing 1% or more to disclose all dealings during the offer period. Such dealings should be publicly disclosed no later than 3.30 p.m. on the business day following the date of the transaction.

The Panel regards compliance with the dealing disclosure requirements of Rule 8.3 as being extremely important. The rationale for requiring persons who have 1% or more of any class of relevant securities in issue to disclose their dealings in an offer period is to inform shareholders as to where control of the company’s voting rights lies and to provide additional market transparency as to movements in the price of a company’s securities.

Mr. Foord held discretionary control over approximately 3.7% of the Kenmare ordinary shares immediately prior to the commencement of the Kenmare offer period on 26 June 2014. During the period from 26 June 2014 to 18 May 2015 funds controlled by Mr. Foord dealt in the ordinary shares of Kenmare on 66 occasions without making the disclosures required by Rule 8.3. No disclosure of these dealings was made until 22 May 2015 (which included retrospective disclosure from 26 June 2014) when it was disclosed that Mr. Foord held discretionary control over approximately 11.3% of the ordinary shares of Kenmare.

The Panel has ruled that the failure by Mr. Foord to disclose dealings in the relevant securities of Kenmare during the period 26 June 2014 to 18 May 2015 was a breach of Rule 8.3. Following the Panel’s enquiry under section 10(1) of the Act Mr. Foord was censured by the Panel under section 10(2) of the Act for his conduct in relation to this matter.

The Panel emphasizes the importance that all investors comply with the dealing disclosures under the Rules.

10 June, 2015