Kenmare and Iluka Resources Limited ('Iluka') have been involved for an extended period in discussions for a possible acquisition by Iluka of Kenmare, which has included an extensive due diligence exercise by Iluka.
Kenmare has received a revised, non-binding proposal from Iluka for a share-for-share combination of Kenmare and Iluka at a ratio of 0.016 Iluka shares for each Kenmare share. The proposal by Iluka is subject to a significant number of pre-conditions to be met to Iluka's satisfaction including, but not limited to: the receipt by Iluka of such consents and determinations from relevant authorities and the Mozambique government as may be required to effect the possible acquisition; written determination from the Mozambican tax authority of the amount of any capital gains tax; written confirmation from Kenmare's lenders on the specific terms of repayment of Kenmare's outstanding indebtedness upon a change of control of Kenmare; receipt of irrevocable undertakings of support
from the Board of Kenmare and certain Kenmare institutional shareholders; and final approval from the Board of Iluka. Iluka has reserved the right to waive in whole or in part all or any of the pre-conditions.
There can be no certainty that an offer by Iluka for Kenmare will ultimately be forthcoming or, having regard to the terms of the proposal and the status of Kenmare's negotiations with Iluka, as to the terms on which any such
offer might be made.
The Board of Kenmare has reviewed the proposal carefully and has considered Kenmare's financial position, prevailing market conditions and the terms of the debt amendment announced today. Having taken independent advice and subject to its fiduciary duties, the Board of Kenmare believes that it is in Kenmare's shareholders' and other stakeholders' interests for Kenmare to continue to work with Iluka towards satisfaction of the pre-conditions
to Iluka's proposal.
Kenmare makes this update announcement in accordance with applicable legal obligations. For the purposes of Rule 2.4(c)(i) of the Irish Takeover Rules, this announcement has not been consented to by Iluka.
Further updates will be provided in due course.
Kenmare Resources plc
Michael Carvill, Managing Director Tony McCluskey, Financial Director
Tel: +353 1 671 0411 Tel: +353 1 671 0411
Mob: + 353 87 674 0110 Mob: + 353 87 674 0346
Jeremy Dibb, Corporate Development and Investor Relations Manager
Tel: +353 1 671 0411
Mob: + 353 87 943 0367
Murray Consultants Buchanan
Doug Keatinge Bobby Morse / Gordon Poole
Tel: +353 1 498 0300 Tel: +44 207 466 5000
Mob: +353 86 037 4163
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