Ap9
APPENDIX 3 DISCLOSURE FORMS
FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
- KEY INFORMATION
| Name of person dealing (Note 1) | Michael Carvill |
| Company dealt in | Kenmare Resources plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Performance share award in the form of options over ordinary shares of €0.06 each |
| Date of dealing | 21 October 2014 |
- INTERESTS AND SHORT POSITIONS
- Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | |||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 3,285,963 (47.8%) * | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 3,285,963 (47.8%) * | |||||
- Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: | Long | Short | ||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 4,902,030 ordinary shares (0.18%) 19,358,000 options (14%) | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 24,260,030 (0.8%) | |||||
Ap10
- DEALINGS (Note 4)
- Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
| N/A |
- Derivatives transactions (other than options transactions)
| Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
| N/A |
- Options transactions in respect of existing relevant securities
- Writing, selling, purchasing or varying
| Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| N/A |
- Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
| N/A |
- Other dealings (including transactions in respect of new securities) (Note 4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
| Grant of initial KIP award in the form of performance share award under the Kenmare Incentive Plan | Grant of options over 3,285,963 ordinary shares This Initial KIP Award was specifically approved by shareholders at the Company's Annual General Meeting on 28 May 2014 (Resolution 8). The number of shares awarded has been determined based on a percentage of salary and using a share price of Stg26.5p. Under the terms of the Initial KIP Award, the options (with no exercise price) will vest after three years against TSR performance as follows (as a percentage of award):
| Nil |
Ap11
4. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
* Calculated as a percentage of total performance share awards in the form of options in issue
Is a Supplemental Form 8 attached? (Note 9) YES/NO
| Date of disclosure | 21 October 2014 |
| Contact name | Deirdre Corcoran |
| Telephone number | +353 1 6710411 |
| Name of offeree/offeror with which acting in concert | Kenmare Resources plc |
| Specify category and nature of acting in concert status | Director |
Ap9
APPENDIX 3 DISCLOSURE FORMS
FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
- KEY INFORMATION
| Name of person dealing (Note 1) | Tony McCluskey |
| Company dealt in | Kenmare Resources plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Performance share award in the form of options over ordinary shares of €0.06 each |
| Date of dealing | 21 October 2014 |
- INTERESTS AND SHORT POSITIONS
- Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | |||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 2,168,615 (31.5%) * | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 2,168,615 (31.5%) * | |||||
- Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: | Long | Short | ||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 681,250 ordinary shares (0.02%) 13,466,667 options (9.7%) | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 14,147,917 (0.5%) | |||||
Ap10
- DEALINGS (Note 4)
- Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
| N/A |
- Derivatives transactions (other than options transactions)
| Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
| N/A |
- Options transactions in respect of existing relevant securities
- Writing, selling, purchasing or varying
| Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| N/A |
- Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
| N/A |
- Other dealings (including transactions in respect of new securities) (Note 4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
| Grant of initial KIP award in the form of performance share award under the Kenmare Incentive Plan | Grant of options over 2,168,615 ordinary shares This Initial KIP Award was specifically approved by shareholders at the Company's Annual General Meeting on 28 May 2014 (Resolution 8). The number of shares awarded has been determined based on a percentage of salary and using a share price of Stg26.5p. Under the terms of the Initial KIP Award, the options (with no exercise price) will vest after three years against TSR performance as follows (as a percentage of award):
| Nil |
Ap11
8. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
* Calculated as a percentage of total performance share awards in the form of options in issue
Is a Supplemental Form 8 attached? (Note 9) YES/NO
| Date of disclosure | 21 October 2014 |
| Contact name | Deirdre Corcoran |
| Telephone number | +353 1 6710411 |
| Name of offeree/offeror with which acting in concert | Kenmare Resources plc |
| Specify category and nature of acting in concert status | Director |
Ap9
APPENDIX 3 DISCLOSURE FORMS
FORM 8.1(a)&(b)(i)
IRISH TAKEOVER PANEL
DISCLOSURE UNDER RULE 8.1(a) AND (b)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013
DEALINGS BY OFFERORS, OFFEREES OR PARTIES ACTING IN CONCERT WITH THEM FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS
- KEY INFORMATION
| Name of person dealing (Note 1) | Terry Fitzpatrick |
| Company dealt in | Kenmare Resources plc |
| Class of relevant security to which the dealings being disclosed relate (Note 2) | Performance share award in the form of options over ordinary shares of €0.06 each |
| Date of dealing | 21 October 2014 |
- INTERESTS AND SHORT POSITIONS
- Interests and short positions (following dealing) in the class of relevant security dealt in (Note 3)
| Long | Short | |||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 1,421,044 (20.7%) * | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 1,421,044 (20.7%) * | |||||
- Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)
| Class of relevant security: | Long | Short | ||||
| Number | (%) | Number | (%) | |||
| (1) Relevant securities | 108,807 ordinary shares (0.004%) 4,900,000 options (3.5%) | |||||
| (2) Derivatives (other than options) | ||||||
| (3) Options and agreements to purchase/sell | ||||||
| Total | 5,008,807 (0.2%) | |||||
Ap10
- DEALINGS (Note 4)
- Purchases and sales
| Purchase/sale | Number of relevant securities | Price per unit (Note 5) |
| N/A |
- Derivatives transactions (other than options transactions)
| Product name, e.g. CFD | Nature of transaction (Note 6) | Number of relevant securities (Note 7) | Price per unit (Note 5) |
| N/A |
- Options transactions in respect of existing relevant securities
- Writing, selling, purchasing or varying
| Product name, e.g. call option | Writing, selling, purchasing, varying etc. | Number of securities to which the option relates (Note 7) | Exercise price | Type, e.g. American, European etc. | Expiry date | Option money paid/received per unit (Note 5) |
| N/A |
- Exercising
| Product name, e.g. call option | Number of securities | Exercise price per unit (Note 5) |
| N/A |
- Other dealings (including transactions in respect of new securities) (Note 4)
| Nature of transaction (Note 8) | Details | Price per unit (if applicable) (Note 5) |
| Grant of initial KIP award in the form of performance share award under the Kenmare Incentive Plan | Grant of options over 1,421,044 ordinary shares This Initial KIP Award was specifically approved by shareholders at the Company's Annual General Meeting on 28 May 2014 (Resolution 8). The number of shares awarded has been determined based on a percentage of salary and using a share price of Stg26.5p. Under the terms of the Initial KIP Award, the options (with no exercise price) will vest after three years against TSR performance as follows (as a percentage of award):
| Nil |
Ap11
12. OTHER INFORMATION
Agreements, arrangements or understandings relating to options or derivatives
Full details of any agreement, arrangement or understanding between the person disclosing and any other person relating to the voting rights of any relevant securities under any option referred to on this form or relating to the voting rights or future acquisition or disposal of any relevant securities to which any derivative referred to on this form is referenced. If none, this should be stated.
* Calculated as a percentage of total performance share awards in the form of options in issue
Is a Supplemental Form 8 attached? (Note 9) YES/NO
| Date of disclosure | 21 October 2014 |
| Contact name | Deirdre Corcoran |
| Telephone number | +353 1 6710411 |
| Name of offeree/offeror with which acting in concert | Kenmare Resources plc |
| Specify category and nature of acting in concert status | Director |