Statement regarding possible offer
Kenmare Resources plc has received a non-binding cash offer proposal from International Resources Holdings RSC Ltd for its entire issued and to be issued share capital. Discussions are ongoing, and there is no certainty that a firm offer will be made or on what terms. International Resources Holdings must announce a firm intention to make an offer or that it does not intend to do so by 5:00 pm GMT on November 17, 2026, unless an extension is granted by the Takeover Panel. Kenmare's issued share capital consists of 89,228,161 ordinary shares, with 2,363,871 options outstanding.
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THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "IRISH TAKEOVER RULES" OR THE “RULES”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Kenmare Resources plc
(“Kenmare” or the “Company” or the “Group”)
Statement regarding possible offer
The Board of Kenmare Resources plc notes recent press speculation and confirms that it has received a non-binding proposal from International Resources Holdings RSC Ltd (“IRH”) regarding a possible cash offer for the entire issued and to be issued share capital of Kenmare (the “Proposal”).
Discussions with IRH are ongoing and there can be no certainty that a firm offer will be made, or as to the terms of any such offer, should one be made. A further statement will be made as and when appropriate.
In accordance with Rule 2.6(a) of the Irish Takeover Rules, by not later than 5.00 pm GMT on 17 November 2026, IRH must either announce a firm intention to make an offer for Kenmare in accordance with Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer for Kenmare, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.
This announcement is being made without the approval of IRH.
All 'dealings' in 'relevant securities' of Kenmare by IRH, or by any party acting in concert with IRH, must also be disclosed by no later than 12 noon (Irish/UK time) on the 'business' day following the date of the relevant transaction. If two or more persons co-operate on the basis of an agreement, either express or tacit, either oral or written, to acquire for one or more of them an interest in relevant securities, they will be deemed to be a single person for these purposes.
Disclosure tables, giving details of the companies in whose 'relevant securities' 'opening positions' and 'dealings' should be disclosed, can be found on the Takeover Panel's website at www.irishtakeoverpanel.ie.
Rule 2.12 disclosure
In accordance with Rule 2.12 of the Irish Takeover Rules, Kenmare confirms that, as at the date of this announcement, the Company’s issued share capital comprises 89,228,161 ordinary shares with a nominal value of €0.001 each ("Ordinary Shares"). Kenmare does not have any Ordinary Shares which are held as treasury shares. In addition, there are 2,363,871 options over Ordinary Shares outstanding under the Company's restricted share plan (including accrued dividend equivalents). The Ordinary Shares are admitted to trading on the Official List of Euronext Dublin and the premium listing segment of the Official List of the FCA. The International Securities Identification Number for the Ordinary Shares is IE00BDC5DG00.
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