Kenmare Resources plc (“Kenmare” or “the Company”)
23 December 2020
Notice of Extraordinary General Meeting
Kenmare Resources plc (LSE:KMR, ISE:KMR), one of the leading global producers of titanium minerals and zircon, provides notice of an Extraordinary General Meeting ("EGM").
An EGM will be held at the Company’s offices at 4th Floor, Styne House, Hatch Street Upper, Dublin 2, D02 DY27, Ireland at 2:00pm Irish time on Thursday, 21 January 2021.
Until now transactions in the shares of the Company have been settled through the CREST system. However, after the United Kingdom withdraws from the European Union, it will no longer be possible to use the CREST system. Consequently, Kenmare, like all other Irish incorporated and traded PLCs, will have to migrate settlement to another system based within the EU called Euroclear. This is a necessity as there is no meaningful alternative for settlement.
While it will not materially affect the fundamental rights and benefits shareholders have by owning shares, the Euroclear system, which is an intermediated system, is administratively and legally more complicated than the CREST system. For those shareholders who hold their shares in paper outside of CREST, there will be no change to what is owned and how it is held.
The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with the Euroclear system for the electronic settlement of trading in the Company's ordinary shares.
The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on Kenmare’s website (www.kenmareresources.com) and will be available for inspection during normal business hours on any business day from the date of this letter until the EGM at the offices of McCann FitzGerald, Riverside One, Sir John Rogerson’s Quay, Dublin 2.
While Kenmare expects the EGM to proceed on 21 January 2021, the health and safety of its shareholders, employees and others who would ordinarily attend an EGM is of paramount concern. The Company is obliged to comply with the emergency measures introduced by the Irish Government, which require people to stay at home and restrict public gatherings to limit the impact and spread of COVID-19.
Shareholders should expect the EGM to take place under constrained circumstances. Kenmare will ensure that all legal requirements of the meeting, in accordance with its Articles of Association, are satisfied with the minimum necessary quorum of three shareholders and physical distancing measures will be in place. The Company asks shareholders to adhere to Irish Government regulations and guidance and vote by proxy on the resolutions set out in the Notice of EGM as early as possible. The Company reserves the right to refuse entry to the meeting where reasonably necessary to comply with the COVID-19 related public health measures and advice. Further details on how to submit a proxy are set out in the Notice of EGM.
Kenmare will continue to closely monitor the developing situation around COVID-19, including the latest Government guidance, and how this may affect the arrangements for the EGM. Consequently, the EGM is subject to change, possibly at short notice. If it becomes necessary or appropriate to revise the current arrangements for the EGM, further information will be made available as quickly as possible by RNS and at www.kenmareresources.com.
To facilitate shareholder communication, the EGM will be broadcast by conference call. Details of the conference call will be available at www.kenmareresources.com.
Kenmare encourages shareholders who wish to submit questions at the EGM to do so in advance by emailing firstname.lastname@example.org before 2:00pm Irish time on Tuesday, 19 January 2021.
In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, the Circular and the Articles of Association of the Company in the proposed amended form will be submitted to the Irish Stock Exchange trading as Euronext Dublin and the UK's National Storage Mechanism and will therefore shortly be available for inspection at the following locations:
For further information, please contact:
Kenmare Resources plc
Jeremy Dibb / Katharine Sutton
Tel: +353 1 671 0411
Mob: + 353 87 943 0367 / + 353 87 663 0875
Murray (PR advisor)
Tel: +353 1 498 0300
Mob: +353 87 690 9735
About Kenmare Resources
Kenmare Resources plc is one of the world’s largest producers of mineral sands products. Listed on the London Stock Exchange and the Euronext Dublin, Kenmare operates the Moma Titanium Minerals Mine in Mozambique. Moma’s production accounts for approximately 7% of global titanium feedstocks and the Company supplies to customers operating in more than 15 countries. Kenmare produces raw materials that are ultimately consumed in everyday “quality-of life” items such as paints, plastics and ceramic tiles.