• FORM 8.1(c) & (d)(i)

    Источник: Nasdaq GlobeNewswire / 03 апр 2025 02:00:00   America/New_York

    FORM 8.1(c) & (d)(i)
    (Dealing)

    IRISH TAKEOVER PANEL

    DEALING DISCLOSURE UNDER RULE 8.1(c) AND (d)(i) OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

    BY AN OFFEROR, OFFEREE OR PARTIES ACTING IN CONCERT WITH THEM IN RESPECT OF DEALINGS FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS

    1.      KEY INFORMATION

    (a)  Full name of discloser:Thomas Hickey
    (b)  Owner or controller of interests and short positions disclosed, if different from 1(a):



    The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
    N/A
    (c)  Name of offeror/offeree in relation to whose relevant securities this form relates:



    Use a separate form for each offeror/offeree
    Kenmare Resources plc
    (d)  Status of person making the disclosure:



    e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
    Person acting in concert with the offeree (namely, a director of the offeree)
    (e)  Date dealing undertaken:2 April 2025
    (f)  In addition to the company in 1(c) above, is the discloser also making disclosures in respect of any other party to the offer?



    If it is a cash offer or possible cash offer, state “N/A”
    N/A



    Ap14

    2.      INTERESTS AND SHORT POSITIONS

    If there are positions to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2 for each additional class of relevant security.

    Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (Note 1)

    Class of relevant security:
    (Note 2)
     
     InterestsShort positions
    Number%Number%
    (1)  Relevant securities owned and/or controlled:500,4880.56N/AN/A
    (2)  Cash-settled derivatives:N/AN/AN/AN/A
    (3)  Stock-settled derivatives (including options) and agreements to purchase/sell:N/AN/AN/AN/A
    Total:500,4880.56N/AN/A

    *includes nil-cost options of 453,488 granted to Thomas Hickey under the Kenmare Resources plc Restricted Share Plan

    All interests and all short positions should be disclosed.

    Details of options including rights to subscribe for new securities and any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 .

    3.      DEALINGS BY THE PERSON MAKING THE DISCLOSURE (Note 3)

    Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

    The currency of all prices and other monetary amounts should be stated.

    Ap15

    (a)      Purchases and sales

    (i)      Offeree, offeror or person acting in concert (except for a principal trader in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror)

    Class of
    relevant
    security
    Purchase/saleNumber of
    securities
    Price per unit
    (Note 4)
    N/AN/AN/AN/A

    (ii)      Principal trader where the sole reason for the connection is that the principal trader is in the same group as a financial or other professional adviser acting in relation to the offer for the offeree or the offeror

    Class of
    relevant
    security
    Purchases/
    sales
    Total
    number of
    securities
    Highest
    price per
    unit paid/
    received
    Lowest
    price per
    unit paid/
    received
    N/AN/AN/AN/AN/A

    (b)      Cash-settled derivative transactions

    Class of
    relevant
    security
    Product
    description
    e.g. CFD
    Nature of
    dealing
    e.g. opening/
    closing a long/
    short position,
    increasing/
    reducing a long/
    short position
    Number of
    reference
    securities
    (Note 5)
    Price
    per unit
    (Note 4)
    N/AN/AN/AN/AN/A

    Ap16

    (c)      Stock-settled derivative transactions (including options)

    (i)      Writing, selling, purchasing or varying

    Class of
    relevant
    security
    Product
    description
    e.g. call
    option
    Writing,
    purchasing,
    selling,
    varying etc.
    Number
    of
    securities
    to which
    option
    relates
    (Note 5)
    Exercise
    price per
    unit
    Type
    e.g.
    American,
    European
    etc.
    Expiry
    date
    Option
    money
    paid/
    received
    per unit
    Ordinary SharesShare awards (options)Receipt of share awards (options)166,598NilN/A2 April 2032Nil

    (ii)      Exercise

    Class of
    relevant
    security
    Product
    description
    e.g. call
    option
    Exercising/
    exercised
    against
    Number of
    securities
    Exercise
    price
    per unit
    (Note 4)
    N/AN/AN/AN/AN/A

    (d)      Other dealings (including transactions in respect of new securities)

    Class of
    relevant
    security
    Nature of dealing
    e.g. subscription,
    conversion, exercise
    DetailsPrice per unit
    (if applicable)
    (Note 4)
    N/AN/AN/AN/A

    4.      OTHER INFORMATION

    (a)      Indemnity and other dealing arrangements

    Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:



    Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”
    N/A

    Ap17

    (b)      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.
    N/A

    (c)      Attachments

    Is a Supplemental Form 8 attached?NO
      


    Date of disclosure:3 April 2025
    Contact name:Chelita Healy
    Telephone number:+353 1 6710411

    Public disclosures under Rule 8.1 of the Rules must be made to a Regulatory Information Service.

    Ap18

    NOTES ON FORM 8.1(c) and (d)(i)

    1.      See the definition of “interest in a relevant security” in Rule 2.5 of Part A of the Rules and see Rule 8.6(b) of Part B of the Rules.

    2.      See the definition of “relevant securities” in Rule 2.1 of Part A of the Rules.

    3.      See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

    4.      If the economic exposure to changes in the price of securities is limited, for example, by virtue of a stop loss arrangement relating to a spread bet, full details must be given.

    5.      See Rule 2.5(d) of Part A of the Rules.

    6.      If details included in a disclosure under Rule 8 are incorrect, they should be corrected as soon as practicable in a subsequent disclosure. Such disclosure should state clearly that it corrects details disclosed previously, identify the disclosure or disclosures being corrected, and provide sufficient detail for the reader to understand the nature of the corrections. In the case of any doubt, the Panel should be consulted.

    For full details of disclosure requirements, see Rule 8 of the Rules. If in doubt, consult the Panel.

    References in these notes to “the Rules” are to the Irish Takeover Panel Act, 1997, Takeover Rules, 2022.


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