Kenmare Resources plc (LON:KMR, ISE:KMR) has today announced that its Annual General Meeting will be held at The Shelbourne Hotel, 27 St. Stephen’s Green, Dublin 2 at 2.00 p.m. Irish time on 26 May 2022. The Notice of AGM and form of proxy have been published and are now available on the Company’s website.
Kenmare also announces, pursuant to FCA Listing Rule 12.4.4, that it is seeking authority from shareholders at the AGM to implement an odd-lot offer (“Odd-lot Offer”) at any time within 18 months from the date of the AGM. This is in addition to it seeking approval at the AGM of a renewal of the Company’s existing authority to make market purchases of its own shares.
Overview of Odd-Lot Offer
Under an Odd-lot Offer, eligible certificated shareholders holding fewer than 200 ordinary shares in Kenmare will be offered the opportunity to sell their shares at a 5% premium to the market price.
As a result of Kenmare’s restructuring and recapitalisation in 2016, the Company’s share register has an unusually large number of small shareholders. Kenmare has a total of approximately 3,800 registered holders of ordinary shares, of which over 3,500 (92%) are small shareholders who hold fewer than 200 ordinary shares. This represents in aggregate, less than 0.2% of the total number of ordinary shares in issue.
The rationale for an Odd-lot Offer is three-fold:
• the ability of small shareholders to deal their shares (and to cash their dividend cheques) is constrained by disproportionate dealing costs and banking charges;
• based on Kenmare’s experience with mailing Annual Reports and dividend cheques, the Company believes that a number of these small shareholders are inactive: they (or their estates) may not realise that they have a small holding in the Company or may not value that small holding; and
• the Company’s recurring costs of administration resulting from the relatively large number of shareholders are disproportionate to the size of these small shareholdings and affect shareholders as a whole.
By carrying out an Odd-lot Offer, the Directors will facilitate the disposal by eligible Odd-lot Holders of their shares at a 5% premium without the dealing costs that would typically render such disposal uneconomic, whilst giving active shareholders the ability to opt-out.
As part of the arrangements, Kenmare Resources shareholders are asked to approve a change to the Company’s Articles of Association so that eligible Odd-lot Holders who do not respond to the Odd-lot Offer, if made, are deemed to have agreed to accept it. Odd-lot Holders who wish to retain their Kenmare shares will be able to opt-out of participating in the Odd-lot Offer by completing and returning the relevant form in accordance with instructions.
The actual timing for, and implementation of the proposed Odd-lot Offer will be decided by the Directors and will be at their sole discretion. Full details in respect of the proposed resolutions are set out in the Notice of AGM.
Notice of AGM
The Notice of AGM and form of proxy are available on the Company’s website, in addition to the Annual Report 2021.
The Annual Report 2021 and Notice of AGM are today being posted to shareholders who have elected to receive them in the coming days.
