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Publication of Circular and Notice Of Extraordinary General Meeting ,Proposed Rights Issue declaration information
Gemfields Group Limited
Incorporated in Guernsey. Guernsey registration number: 47656
South African external company registration number: 2009/012636/10
Share code on JSE:GML (General Segment of JSE Main Board) / AIM:GEM
ISIN: GG00BG0KTL52 | LEI: 21380017GAVXTCYS5R31
("Gemfields" or the "Group" or the "Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES, AUSTRALIA, NEW ZEALAND, CANADA, HONG KONG, SINGAPORE OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR A
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR ANY SECURITY IN ANY
JURISDICTION AND IS FOR INFORMATION PURPOSES ONLY. ANY INVESTMENT
DECISION TO BE MADE IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE
SHALL BE MADE SOLELY ON THE BASIS OF THE INFORMATION TO BE
CONTAINED IN THE PROSPECTUS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
("MAR"). MARKET SOUNDINGS AS DEFINED IN MAR WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
ADVERTISEMENT - SUBJECT TO THE PASSING OF THE RESOLUTIONS AT THE
EXTRAORDINARY GENERAL MEETING, IT IS PROPOSED THAT A PROSPECTUS
WILL BE PUBLISHED IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE,
WHICH INVESTORS WILL BE ABLE TO OBTAIN FROM THE COMPANY'S WEBSITE,
BY USING THE FOLLOWING LINK: WWW.GEMFIELDSGROUP.COM/PROPOSED-
RIGHTS-ISSUE-2025. SHOULD THE FCA AND/OR JSE APPROVE THE PROSPECTUS,
SUCH APPROVAL SHOULD NOT BE UNDERSTOOD AS AN ENDORSEMENT OF THE
SECURITIES TO BE OFFERED PURSUANT TO THE PROPOSED RIGHTS ISSUE.
POTENTIAL INVESTORS SHOULD READ THE PROSPECTUS (WHEN PUBLISHED)
BEFORE MAKING AN INVESTMENT DECISION IN ORDER TO FULLY
UNDERSTAND THE POTENTIAL RISKS AND REWARDS ASSOCIATED WITH THE
DECISION TO INVEST IN THE SECURITIES.
PUBLICATION OF A CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL
MEETING
DECLARATION INFORMATION PERTAINING TO THE PROPOSED RIGHTS ISSUE
10 NEW SHARES FOR EVERY 21 EXISTING SHARES AT 4.22 PENCE OR ZAR1.06860
PER NEW SHARE
RULE 9 WAIVER
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
LONDON, 11 APRIL 2025
Gemfields Group Limited ("Gemfields" or the "Group" or the "Company") announces it is seeking
shareholder approval to, amongst other things, issue 556,203,396 New Shares to raise approximately
USD30 million by way of a fully committed and underwritten Rights Issue (the "Proposed Rights Issue").
The Company is convening an extraordinary general meeting of its shareholders to approve the Proposed
Rights Issue of 556,203,396 New Shares, representing approximately 47.6 per cent. of Gemfields' share
capital in issue as at the Latest Practicable Date, and a Rule 9 Waiver to waive the requirement for Assore
International Holdings Limited ("AIH") to make a general offer under Rule 9 of the Takeover Code in
cash for Ordinary Shares in the Company which might otherwise arise as a result of the Proposed Rights
Issue.
The Circular setting out details of the Proposed Rights Issue and the Rule 9 Waiver and containing the
Notice of Extraordinary General Meeting will be posted to shareholders today and will shortly be available
on the Company's website at: www.gemfieldsgroup.com/proposed-rights-issue-2025/.
An extract of information set out in the Circular is set out in the Appendix to this announcement. All
defined terms in this announcement are as set out in the Circular.
Further details in relation to the Proposed Rights Issue (including, without limitation, the timetable of
events) will be set out in a Prospectus which is expected to be published by the Company, subject to the
passing of the Resolutions and the approval of the FCA and the JSE, on or around 20 May 2025.
In the UK, Panmure Liberum will be acting as Financial Adviser, Co-ordinator and Corporate Broker in
relation to the Proposed Rights Issue and is the Company's Nominated Adviser for the purposes of the
AIM Rules for Companies. In South Africa, Investec is acting as JSE Sponsor in relation to the Proposed
Rights Issue.
Full year results and Proposed Rights Issue shareholder and analyst webcast
The Company intends to host a shareholder and analyst webcast on Wednesday, 23 April 2025 at 9:00 am
(UK) / 10:00 am (South Africa) to grant shareholders time to review the released Circular and notice to
attend the webcast. Sean Gilbertson (CEO) and David Lovett (CFO) will present the Company's 2024 full
year results and the Proposed Rights Issue.
The Company will host a question and answer session following the presentation. Should you wish to ask a
question, please either email your questions in advance to ir@gemfields.com, or use the 'Ask a question' link
on the webcast page during the event.
Shareholders who wish to watch the webcast are requested to register via the link below:
https://sparklive.lseg.com/GemfieldsGroupLtd/events/d6b68c49-14cb-4ae4-82df-
195034866c67/gemfields-group-limited-full-year-results-2024.
The slides that will be presented on the webcast, will be available on Gemfields' website under Investors:
Presentations shortly at www.gemfieldsgroup.com.
Background to the Proposed Rights Issue
The Proposed Rights Issue will, subject to Shareholder approval, be undertaken to address a near -term
working capital shortfall as a result of the cumulative impact of a number of challenges the Company
encountered in the second half of 2024 and the first quarter of 2025, all of which are considered by the
Directors to be transient in nature, coinciding with a period of significant planned investment.
As set out in an announcement dated 23 December 2024, the Company is carrying out a widespread and
ongoing cost saving programme to reduce the cost base of the business. In combination with the Proposed
Rights Issue, these initiatives are intended to secure the near-term future of Gemfields, ahead of the
commissioning of a second ruby processing plant at MRM ("PP2"). Once fully operational, PP2 is
expected to triple the processing capacity and significantly increase the mine's ruby production, leading to
a material increase in product available for sale and, therefore, the opportunity to generate additional
revenue.
The Company also announced on 23 December 2024 that it was assessing strategic options in respect of
Fabergé, the iconic luxury-brand owned by the Group. Since the date of that announcement, the Company
has engaged with a number of parties who have expressed an interest in the Fabergé business, and received
a number of non-binding offers. Due to the Company's requirement for external funding in the short -
term, the Board does not believe that the non-binding offers are sufficiently sound alternatives within the
timeframe required to meet the Group's funding needs. To proceed with external funding in the required
timeframe, the assessment of strategic options for Fabergé has paused and will only recommence
following the completion of the Proposed Rights Issue.
As a result, the Board is of the view that the Proposed Rights Issue is in the best interests of the Company
and its shareholders as a whole at this time in order to meet the funding needs of the Group.
Description of the Proposed Rights Issue
Subject to the fulfilment of, amongst others, the conditions described below, it is expected that New
Shares will be offered for subscription to Qualifying Shareholders (other than Qualifying South African
Shareholders) at 4.22 pence per New Share, or, in the case of Qualifying South African Shareholders,
ZAR1.06860 per New Share, payable in full on acceptance. The Proposed Rights Issue will be on the basis
of:
10 New Shares for every 21 Existing Shares
held by and registered in the names of Qualifying Shareholders (other than Shareholders resident or with
registered addresses in any of the Excluded Territories) on the relevant Record Date and so in proportion
to any other number of Existing Shares each Qualifying Shareholder then holds and ot herwise on the
terms and conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST
Shareholders or Qualifying South African Shareholders holding Existing Shares in certificated form (other
than such Shareholders resident or with registered addresses in any of the Excluded Territories), the
Provisional Allotment Letters or Forms of Instruction respectively.
The UK Issue Price of 4.22 pence per New Share represents:
• a 19.7 per cent. discount to the theoretical ex-Rights price based on the closing price of 5.75
pence per Share; and
• a 35.0 per cent. discount to the 30-day volume weighted average price per share of 6.50 pence
per Share,
in each case on the Latest Practicable Date.
The SA Issue Price of ZAR1.06860 per New Share represents:
• a 21.5 per cent. discount to the theoretical ex-Rights price based on the closing price of
ZAR1.50000 per Share; and
• a 28.8 per cent. discount to the 30-day volume weighted average price per share of ZAR1.50049
per Share,
in each case on the Latest Practicable Date.
The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares,
including the right to receive all future dividends and other distributions declared, made or paid after the
date of their issue.
The Proposed Rights Issue will result in the issue of 556,203,396 New Shares, which will form
approximately 32.3 per cent. of the Shares in issue immediately following completion of the Proposed
Rights Issue.
Subject to the Resolutions being approved and the Proposed Rights Issue taking place, the Rights Issue
and Underwriting Agreement provides that the Underwriters will receive a commission of 2 per cent. of
the gross proceeds raised from the issue of the Underwritten Shares, in the Agreed Proportions, to each
respective Underwriter.
Underwriting, Pre-Funding Agreements and Relationship Agreement
In order to provide certainty of funding to the Company, subject to the passing of the Resolutions at the
Extraordinary General Meeting, the Proposed Rights Issue will be underwritten by the Underwriters (AIH
and Rational Expectations (Pty) Ltd ("Rational")) in accordance with the terms of the Rights Issue and
Underwriting Agreement. Accordingly, AIH, which currently holds approximately 29.14 per cent of the
issued share capital of Gemfields, and Rational, which, together with the parties it represents as set out in
more detail in the paragraph 16 of Part II of the Circular, currently holds approximately 15.49 per cent of
the issued share capital of Gemfields, in each case at the Latest Practicable Date, have undertaken to take up
their respective entitlements in full in the Proposed Rights Issue and to collectively underwrite, in the Agreed
Proportions, the entirety of the Proposed Rights Issue in excess of their respective entitlements. The
Proposed Rights Issue is being underwritten by the Underwriters such that the Proposed Rights Issue shall
result in gross proceeds of approximately USD30 million being raised.
In addition, each Underwriter has entered into an individual Pre-Funding Agreement with the Company,
pursuant to which: (1) AIH shall make a loan in the amount of USD8,742,000 available to the Company;
and (2) Rational shall make a loan in the amount of USD4,646,000 available to the Company (each being a
"Loan") in each case, on the date of the publication of the Circular. This will provide the Company with an
immediate working capital injection pending the completion of the Proposed Rights Issue. Each Loan will
act as an advance payment by the relevant Underwriter for its Rights under the Proposed Rights Issue and
repayment of the Loan shall be set-off against the amount otherwise owed by the relevant Underwriter to
the Company for its Rights and the Underwritten Shares it has committed to subscribe for under the terms
of the Proposed Rights Issue and the Rights Issue and Underwriting Agreement. Further details of each Pre-
Funding Agreement are set out in paragraphs 11.9 and 11.10 of Part II of the Circular.
Furthermore, the Company has also entered into a relationship Agreement with Rational, pursuant to which,
inter alia, Rational shall have the right to nominate a non-executive director to the board of the Company,
subject to shareholder approval, for so long as it, and the parties it represents, hold at least 12.5 per cent. of
the issued share capital of the Company.
Irrevocable Undertakings
The Committed Shareholders, including the Underwriters, have given irrevocable undertakings to take up
the Committed Shares (being, in aggregate, 229,572,845 New Shares), which represent their collective
entitlements to the Rights under the Proposed Rights Issue. Further details of the irrevocable undertakings
are set out at paragraph 9 of Part II of the Circular.
Rule 9 Waiver
In the event that no Qualifying Shareholders (save for the Underwriters and the Committed Shareholders)
take up their Rights, AIH would be required to subscribe for, in aggregate, 329,659,331 New Shares,
representing approximately 19.1 per cent. of the voting rights of the Company's issued share capital
immediately following the Proposed Rights Issue. This would mean that AIH, (when taking into account the
existing 340,367,121 Ordinary Shares it holds as at the Latest Practicable Date), together with any persons
acting in concert with AIH, would have a maximum shareholding of 670,026,452 Ordinary Shares,
representing 38.9 per cent. of the issued share capital of the Company following completion of the Proposed
Rights Issue. The maximum shareholding of Rational, together with the parties it represents as set out in
more detail in paragraph 16 of Part II of the Circular, in such circumstances would be 356,088,477 Ordinary
Shares, representing 20.7 per cent. of the issued share capital of the Company following completion of the
Proposed Rights Issue.
Given the maximum number of Ordinary Shares that could be held by AIH, and any persons acting in
concert with AIH, following the Proposed Rights Issue, the Takeover Panel has been consulted and has
agreed to waive the requirement for AIH and any persons acting in concert with AIH to make a general offer
under Rule 9 of the Takeover Code in cash for Ordinary Shares which might otherwise arise as a result of
the issue of the Proposed Rights Issue, subject to the Rule 9 Waiver Resolution (as set out in the notice
convening the Extraordinary General Meeting) being passed on a poll of the Independent Shareholders. To
be passed, the Rule 9 Waiver Resolution will require a simple majority of the votes cast by the Independent
Shareholders to be in favour. For the purposes of the Takeover Code, Rational is not considered to be acting
in concert with AIH in connection with the Proposed Rights Issue but is not considered independent of
AIH and is therefore not an Independent Shareholder.
Use of proceeds
Subject to the passing of the Resolutions and the completion of the Proposed Rights Issue, the Company is
expected to raise approximately USD30 million (in gross proceeds). The proceeds of the Proposed Rights
Issue will be used for general corporate purposes, and specifically to provide working capital liquidity and
ensure the business is able to continue operating and fulfil its ongoing obligations such as paying employee
salaries and key operating costs, in between auctions.
Related Party Transactions
The entry into the Rights Issue and Underwriting Agreement with the Underwriters and the entry into each of
the AIH Pre-Funding Agreement and the Rational Pre-Funding Agreement with the Underwriters are each
"related party transactions" for the purposes of Rule 13 of the AIM Rules. The Independent Directors consider,
having consulted with Panmure Liberum, the Company's nominated adviser for the purposes of the AIM Rules,
that the terms of the related party transactions are fair and reasonable insofar as the Shareholders of the
Company are concerned.
For purposes of the JSE Listings Requirements, the Rights Issue and Underwriting Agreement is not
regarded as a related party transaction as the commission payable to the related parties (being the
Underwriters) is not greater than the current market-related rates as confirmed by the independent Non-
Executive Directors of the Company, and as such falls within the exemptions contemplated under
paragraph 10.6(c)(vii) of the JSE Listings Requirements pertaining to transactions that do not constitute
related party transactions.
The Pre-Funding Agreements, for purposes of the JSE Listings Requirements, are not regarded as related
party transactions as each is an agreement involving the lending of money by a related party (being each
Underwriter) to the Company on normal commercial terms and on an unsecured basis and as such falls
within the exemption contemplated in paragraph 10.6(c)(i) of the JSE Listings Requirements pertaining
to transactions that do not constitute related party transactions.
Extraordinary General Meeting
An Extraordinary General Meeting of Gemfields will be held at 123 Victoria Street, Westminster, London,
SW1E 6DE, United Kingdom on 19 May 2025 at 10.00 a.m. (London time) to consider and, if thought
fit, to approve the Resolutions. The Resolutions are set out in full in the Notice of Extraordinary General
Meeting.
Actions to be taken
The Extraordinary General Meeting is being convened for the purposes of considering and, if thought fit,
passing the following Resolutions:
1. an Ordinary Resolution to be passed by the Independent Shareholders on a poll to approve the
Rule 9 Waiver Resolution;
2. a Special Resolution to grant the Directors authority to allot and issue New Shares for cash
free of pre-emption rights in connection with the Proposed Rights Issue; and
3. an Ordinary Resolution to approve the Underwriting Issue to the Underwriter s Resolution.
Please refer to the Notice of Extraordinary General Meeting for a detailed description of the Resolutions to
be voted on by Shareholders at the Extraordinary General Meeting.
The Proposed Rights Issue is conditional on:
(a) all of the Resolutions being passed by the requisite majority of Shareholders;
(b) publication of the Prospectus on or around 20 May 2025;
(c) AIM Admission of the New Shares;
(d) approval by the JSE Ltd of the listing and trading of the New Shares and the Letters of Allocation
on the JSE Main Board ("JSE Admission"); and
(e) the Rights Issue and Underwriting Agreement in respect of the Proposed Rights Issue becoming
unconditional in accordance with its terms and not having been terminated prior to AIM Admission
and JSE Admission.
Therefore, if all of the Resolutions are not passed by the requisite majority of Shareholders, or if any of the
other conditions are not satisfied, the Proposed Rights Issue will not proceed.
AIH has agreed to vote its 29.14 per cent. shareholding in Gemfields in favour of all of the Resolutions save
for the Rule 9 Waiver Resolution which it is precluded from voting on. Rational has agreed to vote its
shareholding, together with the shareholdings of the parties it represents as set out in more detail in paragraph
16 of Part II of the Circular, being in aggregate 15.49 per cent. of the issued share capital of Gemfields, in
favour of all the Resolutions save for the Rule 9 Waiver Resolution which it is precluded from voting on.
Gemfields has facilitated means by which all those holding Existing Shares on the Registers will be able to
vote and/or appoint a proxy by electronic means, further details of which are set out in the explanatory notes
in the Notice of Extraordinary General Meeting and in the accompanying Form of Proxy.
Shareholders are asked to complete and return their Form of Proxy, or submit their proxy electronically, as
soon as possible, and in any event no later than 10.00 a.m. (London time) on 15 May 2025.
Expected timetable of events
Subject to the passing of the Resolutions at the Extraordinary General Meeting, the Prospectus is expected
to be made available on the Company's website on 20 May 2025.
Each of the times and dates in the table below is indicative only and may be subject to change.
Record date for shareholders to receive the Prospectus 15 May 2025
Publication of finalisation information in relation to the 19 May 2025
Proposed Rights Issue by 11:00 SAST
Restrictions on transfers between UK Register and SA Close of business on 20 May 2025
Register begin
Prospectus approved and made available on-the 20 May 2025
Company's website and the FCA's National Storage
Mechanism
In SA: Last Day to Trade Existing Shares on the JSE to 22 May 2025
qualify to participate in the Proposed Rights Issue (cum
Rights)
Despatch of Forms of Instruction to Qualifying South Close of business on 22 May 2025
African Shareholders who hold their Shares in certificated
form
Existing Shares marked "ex" by the Johannesburg Stock 9:00 SAST on 23 May 2025
Exchange
Listing of Letters of Allocation commence on the JSE 9:00 SAST on 23 May 2025
under Alpha code GMLN and ISIN:GG00BT3PBP61
UK Record date for entitlement under the Proposed 18.00 London time on 27 May 2025
Rights Issue for Qualifying CREST Shareholders and
Qualifying Non-CREST Shareholders
In SA: Record date for entitlements under the Proposed 27 May 2025
Rights Issue for Qualifying South African Shareholders
Despatch of Provisional Allotment Letters (to Qualifying 28 May 2025
Non-CREST Shareholders only)
Prospectus printed and posted to all Qualifying 28 May 2025
Shareholders
Qualifying South African Shareholders who hold their 09:00 SAST on 28 May 2025
Shares in uncertificated form will have their accounts at
their CSDP or broker automatically credited with their
Letters of Allocation
Qualifying South African Shareholders who hold their 09:00 SAST on 28 May 2025
Shares in certificated form will have their Letters of
Allocation credited to an account held with the SA
Registrar
Existing Shares marked "ex" by the London Stock 08.00 London time on 29 May 2025
Exchange
Proposed Rights Issue opens 29 May 2025
Admission and dealings in New Shares, nil paid, 29 May 2025
commence on AIM
Nil Paid Rights credited to stock accounts in CREST Post 08.00 London time on 29 May
(Qualifying CREST Shareholders only) 2025
UK: Recommended latest time and date for requesting 16.30 London time on 5 June 2025
withdrawal of Nil Paid Rights and Fully Paid Rights from
CREST (i.e. if your Nil Paid Rights and Fully Paid Rights
are in CREST and you wish to convert them to certificated
form)
UK: Latest time for depositing renounced Provisional 15.00 London time on 6 June 2025
Allotment Letters, nil or fully paid, into CREST or for
dematerialising Nil Paid Rights or Fully Paid Rights into a
CREST stock account (i.e. if your Nil Paid Rights and
Fully Paid Rights are represented by a Provisional
Allotment Letter and you wish to convert them to
uncertificated form)
SA: In respect of Qualifying South African Shareholders 09:00 SAST on 9 June 2025
who hold their Shares in certificated form wishing to sell
all or part of their Letters of Allocation, latest time and
date for submission of Form of Instruction to SA
Registrar
SA: Last day to trade Letters of Allocation on the JSE to 9 June 2025
settle trades by the closing date of the Proposed Rights
Issue in order to participate in the Proposed Rights Issue
Listing and trading of New Shares on the JSE dealings in 09:00 SAST on 10 June 2025
New Shares on a deferred settlement basis commence
UK: Latest time and date for splitting Provisional 15.00 London time on 10 June 2025
Allotment Letters, nil or fully paid
UK: Latest time and date for acceptance, payment in full 11.00 London time on 12 June 2025
and registration or renunciation of Provisional Allotment
Letters
Rights Issue closes 12 June 2025
Record date for Letters of Allocation on the JSE
Restriction on transfers between UK Register and SA Close of business on 12 June 2025
Register ends
CSDP/broker accounts credited with New Shares and 13 June 2025
debited with payments due in respect of New Shares in
uncertificated form
UK and SA: Results of the Proposed Rights Issue 13 June 2025
announced
Listing and trading of New Shares on AIM 08.00 London time on 13 June 2025
UK: New Shares credited to CREST stock accounts as 08.00 London time on 13 June 2025
soon as possible after
Expected despatch of definitive share certificates for the Within ten Business Days of AIM
New Shares in certificated form Admission
Notes:
1. The Proposed Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses in the
Excluded Territories, details of which will be set out in the Prospectus.
2. The results of the Proposed Rights Issue will be announced by way of a simultaneous RIS and SENS announcement on
13 June 2025.
3. The times and dates set out in the expected timetable of principal events above may be adjusted by Gemfields in
consultation with Panmure Liberum, in which event details of the new times and dates will be notified to the
Johannesburg Stock Exchange and the London Stock Exchange and, where appropriate, Qualifying Shareholders by way
of a simultaneous RIS and SENS announcement.
4. Unless stated otherwise, references to times in this timetable are to London time or South Africa Standard Time, as
applicable.
5. The Proposed Rights Issue will open two days post the record date to allow for the distribution of the Prospectus.
6. No excess applications are allowed. Qualifying Shareholders will not have the right to apply for any excess New Shares
not taken up by other Qualifying Shareholders. Any New Shares not taken up by Qualifying Shareholders pursuant to the
Proposed Rights Issue, shall be subscribed for by the Underwriters pursuant to the terms and subject to the conditions of
the Rights Issue and Underwriting Agreement.
7. The allocation of Rights Issue Shares will be such that Qualifying Shareholders will not be allocated a fraction of a Rights
Issue Share and only whole numbers of Rights Issue Shares will be issued. Rights Issue Shares of 0.5 or greater will be
rounded up and fractional entitlements of Rights Issue Shares of less than 0.5 will be rounded down
8. Qualifying South African Shareholders who hold their Shares in uncertificated form are required to inform their CSDP or
broker of their instructions in terms of the Proposed Rights Issue in the manner and time stipulated in the agreement
governing the relationship between the shareholder and their CSDP or broker.
9. Qualifying South African Shareholders who hold their Existing Shares in uncertificated form will have their accounts at
their CSDP or broker automatically credited with their Letters of Allocation and Qualifying South African Shareholders
who hold their Existing Shares in certificated form will have their Letters of Allocation credited to an account with the SA
Registrar and will be sent a Form of Instruction.
10. South African Shareholders may not rematerialise or dematerialise their Existing Shares from 9 June 2025 until 12 June
2025 both days inclusive.
IMPORTANT NOTICES
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated in the United
Kingdom by the FCA, is acting as Financial Adviser, AIM Nominated Adviser, co-ordinator and
Corporate Broker exclusively to the Company in connection with the Proposed Rights Issue and no one
else in connection with the matters referred to in this announcement, and will not be responsible to
anyone other than the Company for providing the protections afforded to its clients, for the contents of
this announcement or for providing any advice in relation to this matters set out in this announcement.
Neither Panmure Liberum nor any of its affiliates (nor any of their respective directors, officers,
employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of
Panmure Liberum in connection with this announcement, any statement contained herein or otherwise.
Apart from the responsibilities and liabilities, if any, which may be imposed by the FCA, FSMA or the
regulatory regime established thereunder, neither Panmure Liberum nor any person affiliated with it,
accepts any responsibility whatsoever and makes no representation or warranty, express or implied, in
respect of the contents of this announcement, including its accuracy or completeness, or for any other
statement made or purported to be made by any of them, or on behalf of them, in connection with the
Company or any matter described in this announcement and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether as to the past or future. Panmure
Liberum has not approved the contents of, or any part of, this announcement and no liability whatsoever
is accepted by Panmure Liberum for the accuracy of any information or opinions contained in this
announcement and, accordingly, Panmure Liberum and its affiliates disclaim, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have to any person, other than the Company, in respect of
this announcement or any such statement.
Forward Looking Statements
This announcement includes "forward-looking statements" which include all statements other than
statements of historical facts, including, without limitation, those regarding the Group's financial
position, business strategy, plans and objectives of management for future operations, or any statements
preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof which are
predictions of or indicate future events and future trends. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors beyond the Company's control that
could cause the actual results, performance or achievements of the Group to be materially different from
future results, performance or achievements expressed or implied by such forward -looking statements.
Such forward-looking statements are based on numerous assumptions regarding the Group's present
and future business strategies and the environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this announcement. The Company expressly
disclaims any obligation or undertaking to disseminate any updates or revisions to any forward -looking
statements contained herein to reflect any change in the Company's expectations with regard thereto or
any change in events, conditions or circumstances on which any such statements are based unless
required to do so by applicable law or the AIM Rules for Companies.
All subsequent oral or written forward-looking statements attributed to the Company or any persons
acting on its behalf are expressly qualified in their entirety by the statements in the paragraph immediately
above. All forward-looking statements contained in this announcement are based on information
available to the Directors at the date of this announcement, unless some other time is specified in relation
to them, and receipt of this announcement shall not give rise to any implication that there has been no
change in the facts set forth herein since such date. Shareholders are hereby cautioned that certain
important factors could cause actual results, outcomes, performance or achievements of the Company
or the industry in which it operates to differ materially from those anticipated in the forward -looking
statements. These factors include, but are not limited to, those summarised in Part I "Letter from the Chair
of Gemfields" in the Circular, which is set out below. Except as required by the FCA, the London Stock
Exchange, the JSE Ltd, the AIM Rules, the Prospectus Regulation Rules, the Disclosure and
Transparency Rules and the JSE Listings Requirements (to the extent applicable) or other applicable laws
or regulations, the Company and the Directors undertake no obligation to release publicly any updates
or revision to any forward-looking statement contained herein to reflect any change in the Company's
or the Directors' expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.
Foreign shareholders
Foreign Shareholders, who have registered addresses outside the United Kingdom or South Africa, or who
are resident, or located, in, or citizens of, countries other than the United Kingdom or South Africa, may be
affected by the laws of the relevant jurisdiction. In addition to carefully considering the disclaimers and
restrictions set out in the Prospectus, such foreign Shareholders should inform themselves with regard to
and observe any applicable legal requirements of such jurisdiction in relation to all aspects of this
announcement that may affect them, including the Proposed Rights Issue. It is the responsibility of each
foreign Shareholder to satisfy himself as to the full observation of the laws and regulatory requirements of
the relevant foreign jurisdiction in connection with the Proposed Rights Issue, including obtaining any
governmental, exchange or other consents or the making of any filing which may be required, the compliance
with any other necessary formalities and the payment of any issue, transfer or other taxes or other requisite
payments due in such jurisdictions.. Nothing in this declaration announcement, the Circular or the
Prospectus referred to herein constitutes an offer of securities for sale in any jurisdiction where it is unlawful
to do so and should not be forwarded or transmitted by recipients thereof to any person in any territory
other than where it is lawful to make such an offer
Shareholders in Excluded Territories
Shareholders who are resident or located in any one of the Excluded Territories will not be entitled to
participate in the Proposed Rights Issue and the Prospectus will not be posted to them.
-ENDS-
Further information on Gemfields Group Limited can be found at:
GEMFIELDSGROUP.COM
To join our investor mailing list, please contact us on:
ir@gemfields.com
This announcement contains inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) no. 596/2014 which forms part of domestic UK law pursuant to the European Union
(withdrawal) act 2018 ("MAR"). The person responsible for arranging the release of this announcement on
behalf of the Company is David Lovett, CFO.
ENQUIRIES
GEMFIELDS Sean Gilbertson / David Lovett / Ian Hughes
ir@gemfields.com
T: +44(0) 20 7518 3400
SPONSOR (JSE) Investec Bank Limited
NOMINATED ADVISER Panmure Liberum
(AIM) & BROKER
Scott Mathieson / Amrit Mahbubani / John More
T: +44(0) 20 3100 2222
PRESS ENQUIRES, GEMFIELDS Helena Choudhury / Albertina Namburete
HEAD OFFICE, LONDON
helena.choudhury@gemfields.com/ albertina.namburete@gemfields.com
ADDITIONAL INFORMATION ON GEMFIELDS
Gemfields is a world-leading responsible miner and marketer of coloured gemstones. Gemfields is the
operator and 75% owner of both the Kagem emerald mine in Zambia (believed to be the world's single
largest producing emerald mine) and the Montepuez ruby mine in Mozambique (one of the most significant
recently discovered ruby deposits in the world). In addition, Gemfields also holds controlling interests in
various other gemstone mining and prospecting licences in Zambia, Mozambique, Ethiopia and Madagascar.
Gemfields' outright ownership of Fabergé - an iconic and prestigious brand of exceptional heritage - enables
Gemfields to optimise positioning, perception and consumer awareness of coloured gemstones through
Fabergé designs, advancing the wider group's "mine and market" vision.
Gemfields has developed a proprietary grading system and a pioneering auction platform to provide a
consistent supply of coloured gemstones to downstream markets, a key component of Gemfields' business
model that has played an important role in the growth of the global coloured gemstone sector.
APPENDIX – LETTER FROM THE CHAIR OF GEMFIELDS
To holders of Existing Shares and for information purposes to the holders of options over Ordinary Shares
Dear Shareholder,
Authority to Allot and Issue 556,203,396 New Shares for cash in
connection with the Proposed Rights Issue
Approval of Waiver of Rule 9 of the City Code on Takeovers and
Mergers and
Notice of Extraordinary General Meeting
1. Introduction
Today, Gemfields Group Limited ("Gemfields" or the "Company") has announced it is seeking
shareholder approval to, amongst other things, issue 556,203,396 New Shares to raise approximately USD30
million by way of a Proposed Rights Issue.
The Proposed Rights Issue will, subject to Shareholder approval, be undertaken to address a near-term
working capital shortfall as a result of the cumulative impact of a number of challenges the Company
encountered in the second half of 2024 and the first quarter of 2025, all of which are considered by the
Directors to be transient in nature, coinciding with a period of significant planned investment.
As set out in an announcement dated 23 December 2024, the Company is carrying out a widespread and
ongoing cost saving programme to reduce the cost base of the business. In combination with the Proposed
Rights Issue, these initiatives are intended to secure the near-term future of Gemfields, ahead of the
commissioning of a second ruby processing plant at MRM ("PP2"). Once fully operational, PP2 is expected
to triple the processing capacity and significantly increase the mine's ruby production, leading to a material
increase in product available for sale and, therefore, the opportunity to generate additional revenue.
The Company also announced on 23 December 2024 that it was assessing strategic options in respect of
Fabergé, the iconic luxury-brand owned by the Group. Since the date of that announcement, the Company
has engaged with a number of parties who have expressed an interest in the Fabergé business, and received
a number of non-binding offers. Due to the Company's requirement for external funding in the short-term,
the Board does not believe that the non-binding offers are sufficiently sound alternatives within the
timeframe required to meet the Group's funding needs. To proceed with external funding in the required
timeframe, the assessment of strategic options for Fabergé has paused and will only recommence following
the completion of the Proposed Rights Issue.
As a result, the Board is of the view that the Proposed Rights Issue is in the best interests of the Company
and its shareholders as a whole at this time in order to meet the funding needs of the Group. The Proposed
Rights Issue will involve the issue of 556,203,396 New Shares, representing approximately 47.6 per cent. of
Gemfields' share capital in issue as at the Latest Practicable Date.
The UK Issue Price of 4.22 pence per New Share represents:
• a 19.7 per cent. discount to the theoretical ex-Rights price based on the
closing price of 5.75 pence per Share; and
• a 35.0 per cent. discount to the 30-day volume weighted average price per share of
6.50 pence per Share,
in each case on the Latest Practicable Date.
The SA Issue Price of ZAR1.06860 per New Share represents:
• a 21.5 per cent. discount to the theoretical ex-Rights price based on the
closing price of ZAR1.50000 per Share; and
• a 28.8 per cent. discount to the 30-day volume weighted average price
per share of ZAR1.50049 per Share,
in each case on the Latest Practicable Date.
In order to provide certainty of funding to the Company, subject to the passing of the Resolutions at the
Extraordinary General Meeting, the Proposed Rights Issue will be underwritten by the Underwriters, (1)
Assore International Holdings Limited ("AIH"); and (2) Rational Expectations (Pty) Ltd ("Rational"), in
accordance with the terms of the Rights Issue and Underwriting Agreement. Accordingly, AIH, which
currently holds approximately 29.14 per cent of the issued share capital of Gemfields, and Rational, which,
together with the parties it represents as set out in more detail in paragraph 16 of Part II, currently holds
approximately 15.49 per cent. of the issued share capital of Gemfields, in each case at the Latest Practicable
Date, have undertaken to take up their respective entitlements in full in the Proposed Rights Issue and to
collectively underwrite, in the Agreed Proportions, the entirety of the Proposed Rights Issue in excess of
their respective entitlements. The Proposed Rights Issue is being underwritten by the Underwriters such that
the Proposed Rights Issue shall result in gross proceeds of approximately USD30 million being raised.
The Committed Shareholders, including the Underwriters, have given irrevocable undertakings to take up
the Committed Shares (being, in aggregate, 299,572,845 New Shares). Further details of the irrevocable
undertakings are set out at paragraph 9 of Part II of this document.
In addition, each Underwriter has entered into an individual Pre-Funding Agreement with the Company,
pursuant to which: (1) AIH shall make a loan in the amount of USD8,742,000 available to the Company; and
(2) Rational shall make a loan in the amount of USD4,646,000 available to the Company (each being a
"Loan") in each case, on the date of the publication of this Circular. This will provide the Company with an
immediate working capital injection pending the completion of the Proposed Rights Issue. Each Loan will
act as an advance payment by the relevant Underwriter for its Rights under the Proposed Rights Issue and
repayment of each such Loan shall be set-off against the amount otherwise owed by the relevant Underwriter
to the Company for its Rights and the Underwritten Shares it has committed to subscribe for under the
terms of the Proposed Rights Issue and the Rights Issue and Underwriting Agreement. Further details of
each Pre-Funding Agreement are set out in paragraphs 11.9 and 11.10 of Part II of this document.
In the event that no Qualifying Shareholders (save for the Underwriters and the Committed Shareholders)
take up their Rights, AIH would be required to subscribe for, in aggregate, 329,659,331 New Shares,
representing approximately 19.1 per cent. of the voting rights of the Company's issued share capital
immediately following the Proposed Rights Issue. This would mean that AIH, (when taking into account the
existing 340,367,121 Ordinary Shares it holds as at the Latest Practicable Date), together with any persons
acting in concert with AIH, would have a maximum shareholding of 670,026,452 Ordinary Shares,
representing 38.9 per cent. of the issued share capital of the Company following completion of the Proposed
Rights Issue. The maximum shareholding of Rational, together with the parties it represents as set out in
more detail in paragraph 16 of Part II, in such circumstances would be 356,088,477 Ordinary Shares,
representing 20.7 per cent. of the issued share capital of the Company following completion of the Proposed
Rights Issue.
Given the maximum number of Ordinary Shares that could be held by AIH, and any persons acting in
concert with AIH, following the Proposed Rights Issue, the Takeover Panel has been consulted and has agreed
to waive the requirement for AIH and any persons acting in concert with AIH to make a general offer under
Rule 9 of the Takeover Code in cash for Ordinary Shares which might otherwise arise as a result of the issue
of the Proposed Rights Issue, subject to the Rule 9 Waiver Resolution (as set out in the notice convening
the Extraordinary General Meeting) being passed on a poll of the Independent Shareholders. To be passed,
the Rule 9 Waiver Resolution will require a simple majority of the votes cast by the Independent Shareholders
to be in favour.
Further details in relation to the Proposed Rights Issue (including, without limitation, the timetable of events)
will be set out in the Prospectus which is expected to be published by the Company, subject to the passing
of the Resolutions and the approval of the FCA and the JSE, on or around 20 May 2025.
The Directors believe that the receipt of proceeds from the Proposed Rights Issue will strengthen the
Group's financial position.
As set out in more detail in paragraphs 8 (Rule 9 Waiver and Maximum Control Position) and 10
(Extraordinary General Meeting) below, the Shareholders will be asked at the Extraordinary General
Meeting to approve the following Resolutions:
(a) an Ordinary Resolution to be passed by the Independent Shareholders on a poll to approve
the Rule 9 Waiver Resolution;
(b) a Special Resolution to grant the Directors authority to allot and issue New Shares for cash
free of pre-emption rights in connection with the Proposed Rights Issue; and
(c) an Ordinary Resolution to approve the Underwriting Issue to the Underwriters Resolution.
Please refer to the Notice of Extraordinary General Meeting for a detailed description of the Resolutions to
be voted on by Shareholders at the Extraordinary General Meeting.
The Proposed Rights Issue is conditional on:
(a) all of the Resolutions being passed by the requisite majority of Shareholders;
(b) the publication of the Prospectus on or around 20 May 2025;
(c) AIM Admission of the New Shares;
(d) approval by the JSE Ltd of the listing and trading of the New Shares and the Letters of
Allocation on the JSE Main Board; and
(e) the Rights Issue and Underwriting Agreement in respect of the Proposed Rights Issue
becoming unconditional in accordance with its terms and not having been terminated prior
to JSE Admission.
Therefore, if all of the Resolutions are not passed by the requisite majority of Shareholders, or if any of the
other conditions are not satisfied, the Proposed Rights Issue will not proceed.
AIH has agreed to vote its 29.14 per cent. shareholding in Gemfields in favour of all of the Resolutions save
for the Rule 9 Waiver Resolution. Rational has agreed to vote its shareholding, together with the
shareholdings of the parties it represents as set out in more detail in paragraph 16 of Part II, being in aggregate
15.49 per cent. of the issued share capital of Gemfields, in favour of all of the Resolutions save for the Rule
9 Waiver Resolution, which it is precluded from voting on.
The purpose of this Circular is to give you details of the Proposed Rights Issue to ensure Shareholders have
all relevant information prior to the Extraordinary General Meeting.
Please read the contents of this Circular (including the Notice of Extraordinary General Meeting) in their
entirety. Should the Resolutions be passed by Shareholders, the Prospectus will subsequently be published,
setting out the full terms and conditions of the Proposed Rights Issue.
2. The Group's business
Gemfields is a world-leading responsible miner and marketer of coloured gemstones. Gemfields is the
operator and 75 per cent. owner of both the Kagem emerald mine in Zambia (believed to be the world's single
largest producing emerald mine) and the Montepuez ruby mine in Mozambique (one of the most significant
recently-discovered ruby deposits in the world). In addition, Gemfields also holds controlling interests in
various other gemstone mining and prospecting licences in Zambia, Mozambique, Ethiopia and Madagascar.
Gemfields' outright ownership of Fabergé – an iconic and prestigious brand of exceptional heritage – enables
Gemfields to optimise positioning, perception and consumer awareness of coloured gemstones through
Fabergé's designs, advancing the Group's "mine and market" vision.
Gemfields has developed a proprietary grading system and a pioneering auction platform to provide a
consistent supply of coloured gemstones to downstream markets, a key component of Gemfields' business
model that has played an important role in the growth of the global coloured gemstone sector.
The Company is incorporated in Guernsey and has a primary listing on the General Segment of the JSE Main
Board and is quoted on AIM in London (as a secondary listing), with a market capitalisation at the Latest
Practicable Date of approximately USD86.9 million.
3. Background to and reasons for the Proposed Rights Issue
Introduction
Since the second half of 2023, Gemfields has undertaken material capital expenditure investment
programmes across its business in order to secure the future operational performance of the business and to
position the Group for growth. The key investment projects have been:
i. the 18-month construction of MRM's second processing plant, PP2, the single largest
investment Gemfields has ever made with an initial capital expenditure outlay of c. USD70
million. The plant is due to go online by the end of the first half of 2025 and has been funded
through USD55 million of in-country debt facilities with the remaining from existing cash
reserves. There will be additional mining fleet related capital expenditure expected from
December 2025 to December 2026 of c. USD15 million;
ii. an upgraded and enlarged processing plant at Kagem (project completed July 2024)
(aggregate capital investment of USD1.3 million);
iii. increase of yellow goods and fleet at both Kagem and MRM, and replacing aged equipment
(project completed December 2024) (aggregate capital investment of USD35.4 million); and
iv. development assets to expand, and diversify risk across the business (aggregate capital
investment of USD16.7 million in 2024).
The investment required to deliver these projects has required significant deployment of available working
capital alongside a material increase in the Group's net debt. Additional debt facilities totalling USD66 million
have been entered into since the start of 2024 and the Group's net debt position as at 31 December 2024
was USD80.5 million, compared to a net cash position of USD11.1 million as at 31 December 2023. It is
expected that the Group's net debt position will exceed USD100 million at points during 2025 as it fully
draws down on its debt.
Gemfields' management was aware of the careful financial path it was leading the business along through
2024 and into 2025, and was confident that it would be able to achieve all of the Group's objectives, without
the need for additional funding.
Unfortunately, four simultaneous and material challenges, which management believe are transient, have
been impacting the business and have resulted in the need for additional external funding in the short term.
Four simultaneous challenges are and have been materially impacting Gemfields
As stated in the Company's announcement dated 23 December 2024, Gemfields has been experiencing four
significant negative impacts to its business simultaneously, at the same time as it funds a growth-focused
investment cycle for the future development of the business.
These challenges are viewed by management as being transient, whilst having a direct impact on Gemfields'
recent auction revenues and an expectation that they will impact future auction revenues in 2025. Whilst the
civil unrest and associated supply chain and logistical interruptions in Mozambique have since materially
improved, further unrest cannot be ruled out.
The principal factors that have resulted in materially lower auction revenues in the second half of 2024 and
which could also impact auction revenues in 2025 are:
i. disturbed emerald market dynamics arising from an oversupply of Zambian emeralds at
discounted prices by a competing Zambian emerald producer during the second half of 2024,
compounded by conflicting auction dates and giving rise to a poor Zambian emerald market
outlook during the first half of 2025;
ii. lower production of premium rough rubies at MRM;
iii. uncertainty in the luxury-goods and gemstone market generally given economic headwinds
in China and geopolitical turbulence; and
iv. civil unrest, illegal mining, insurgency and associated supply chain and logistical interruptions
in Mozambique.
Further details on the ongoing challenges and how Gemfields is addressing them follows:
The First Challenge: disturbed emerald market dynamics from the actions of a competing
Zambian emerald producer
Gemfields' principal competitor for the production and marketing of Zambian emeralds has taken recent
actions that, the Directors believe, have had the effect of damaging the supply and demand dynamics of the
emerald market in the short to medium term. This competitor conducted three rough emerald auctions in
three consecutive months (September to November 2024), the timing and pricing of which impacted
Gemfields' own auctions. This is at odds with their prior approach and caused uncertainty in the emerald
market.
In November 2024, this was demonstrated when an auction was promoted as "the largest emerald auction
in history" and was scheduled to start the day after Gemfields' higher-quality auction closed. The effect of
this was that customers were less likely to bid fair market price if there were large quantities of potentially
cheap emeralds on offer the day after Gemfields' auction closed.
This has markedly impacted Gemfields' performance at its last two emerald auctions (commercial- quality in
September 2024 and higher-quality in November 2024), with significantly lower bids for the mid and lower
quality emeralds and ultimately resulting in Gemfields' emerald revenues materially underperforming in the
second half of 2024. In its additional auction in February 2025 of higher-quality emeralds which were
previously unsold in the November 2024 auction, the Company saw an improvement in both demand and
pricing, although the market remains subdued.
How Gemfields is addressing the first challenge:
Gemfields has no appetite to change its fundamental approach to auctions, which focuses on generating the
most value for the emeralds mined at Kagem, for the benefit of all stakeholders, including its customers.
This also maximises the value generated for the local community and Zambian government in the form of
mineral royalties, corporation tax paid, dividends to the government and export taxes/levies. In 2023 this
amounted to 31 per cent. of Gemfields' emerald revenue, and 19 per cent of revenue from 2008 to 2023.
Gemfields repatriates auction revenues for all of its emeralds sold, ensuring the value is recognised in country
and at the full sale price rather than a materially lower export price.
Gemfields remains committed to leadership and market stability in the emerald market and takes proactive
steps to support the market by withholding certain lots that do not achieve satisfactory bidding. This
approach helps foster a more secure and sustainable market for all stakeholders including our customers.
Kagem is ensuring its costs are carefully managed during this period of uncertainty and has paused mining
in Kagem's pits, only processing its considerable stockpile of pre-mined emerald bearing-ore through its
recently upgraded wash plant to produce emeralds. This mining pause was introduced from 1 January 2025
and is currently due to be in place for 6 months or until such a time that Gemfields has confidence that the
recent and transient over-supply of emeralds has subsided and the market returns to a normalised state. Not
mining for any period of time may limit near-term production, as there is uncertainty as to the quantity and
quality that would result from processing the stockpile, but would save approximately USD1.5 million per
month in operating costs. Based on recent production statistics, overall emerald production at the wash plant
is broadly aligned with internal expectations, while a lower proportion of premium emeralds have been
recovered.
The Second Challenge: lower production of premium rough rubies at MRM
Each coloured gemstone is unique and, although geological methods can help identify areas where both
emeralds and rubies should be found, currently there can be no certainty on the quantity, quality or value of
such gemstones, until they are brought to the surface and processed.
Gemfields is significantly reliant for revenue on the discovery of 'premium' rough gemstones (the largest or
best quality gemstones), especially so for rubies. Tumbled rubies also make a significant contribution to
revenue. Based on recent analysis, 90 per cent. of Gemfields' ruby auction revenues since 2021 has come from
just 5 per cent. of the weight of gemstones mined. Unfortunately, the Group's premium ruby production
across 2024 has been significantly below historic averages.
In 2024, 40,006 carats of premium rubies were recovered, against a three-year average (2021-2023) of 74,931
carats produced. This reflects both a reduction in the grade achieved but, most importantly, the quantity of
top-value rubies brought to auction and therefore the Group's revenues.
How Gemfields is addressing the second challenge
There is no indication so far that the lower production of 'premium' rubies, is due to any specific driver
other than the natural variability of the geological conditions where the rubies are mined, and therefore
management has the expectation that the production will improve again more towards such historic averages.
The relative lack of premium production at MRM will be significantly addressed by the completion of PP2,
which will triple the ruby ore processing capacity from 200 tonnes per hour to 600 tonnes per hour. The new
processing plant will allow Gemfields to:
a) process MRM's sizable stockpile of ruby ore standing at 1,476 thousand tonnes, on a 100%
basis based on MRM's resources and reserves statement in the 2024 Annual Report;
b) bring to market additional sizes and colour variations of rubies – previously not practical
given limited processing capacity; and
c) explore more of MRM's untapped licence areas, with currently only ~10 per cent. included
within the life-of-mine calculation.
The plant will diversify the risk of future lower producing pockets of supply and expand the customer base
as new types of rubies are brought to market.
The Third Challenge: uncertainty in the luxury-goods and gemstone market generally given
economic headwinds in China and geopolitical turbulence.
Gemfields takes the cost of mining, processing, sorting and grading rough coloured gemstones in Zambia
and Mozambique, before selling them in sealed-bid auctions. These typically take place four times a year for
emeralds and twice a year for rubies.
Gemfields is subject to the dynamics of supply and demand with regards to pricing for its coloured
gemstones but uses an intricate reserve price model to ensure the gemstones maintain a fair market price.
The market demand for emeralds and rubies can vary over time and currently there are concerns over the
luxury-goods industry, which is the primary market that buys the Company's 'premium' coloured gemstones.
Concerns over China's consumption of luxury-goods and other macroeconomic uncertainty raises the risk
that Gemfields' future auctions could see lower demand and fewer coloured gemstones being sold for fair
market prices. Lower demand could materially reduce the revenue Gemfields earns.
As announced on 22 November 2024, Gemfields' recent higher-quality emerald auction saw lesser bids for
the lower-quality gemstones on offer and ultimately under-performed against internal expectations. In the
additional auction in February 2025 of the higher-quality emeralds that were previously unsold at the
November 2024 auction, the results indicated an improvement in both demand and pricing, although the
market remains subdued.
Similarly, as announced on 12 December 2024, the mixed-quality ruby auction in December 2024 saw some
softer prices and thinner bidding but represented a positive outcome under the current market conditions,
reaffirming the stability of demand for Gemfields' rubies, and prices for fine-quality aligning well with the
limited supply of these rare gemstones.
Additionally, Gemfields has limited visibility into its customers' levels of coloured gemstone stock, changes
in the cost of cutting and polishing and the availability of credit to purchase coloured gemstones at its
auctions.
How Gemfields is addressing the third challenge:
Consumption patterns for luxury-goods are typically cyclical and inter-linked with wider macroeconomic
trends. Gemfields has previously seen these cycles play out, with coloured gemstones (specifically emeralds,
rubies and sapphires) maintaining their underlying value during such periods of lower demand for luxury-
goods.
By materially increasing the scale of production at MRM, through the construction of PP2 (the second
processing plant due to complete by the end of the first half of 2025), Gemfields expects to be able to
produce more higher-quality rubies which are more immune to market variability. This increased production
will also open up new sizes and colours of rubies that previously were not produced at scale in order to focus
on producing the highest-quality rubies. This will diversify Gemfields' customer base and expand the reach
of coloured gemstones globally to new end-point consumers.
Gemfields' proprietary grading system alongside high-quality sorting and auction processes provides
transparency to market participants in what they are purchasing. This can reduce the uncertainty in the value
of the coloured gemstones being sold and help limit the natural variability in market pricing over time.
Despite the recent market disruption, Gemfields will maintain its approach as a leader in standards and
promoter of responsibly-mined coloured gemstones.
In addition, in 2025 so far, there have been signs of improved demand for jewellery. LVMH reported 3
per cent. quarterly organic growth in revenue in its 'Watches & Jewelry' business group in the fourth quarter
of 2024.(1)
The Fourth Challenge: Impact of civil unrest in Mozambique.
The fourth challenge, which has already materially improved, relates to the civil unrest and associated supply
chain and logistical interruptions in Mozambique between October 2024 and mid-January 2025 because of
the contested presidential election. This civil unrest related disruption resulted in higher costs to access
essential goods and fuel, and a three day pause in mining and processing in December 2024 as a number of
employees were temporarily relocated in reaction to an attempted invasion of the MRM Village. The civil
unrest is in general no longer taking place. However, lingering challenges remain amid heightened illegal
miner intrusions onto MRM's licence area and a recent increase in insurgent activities.
How Gemfields is addressing the fourth challenge:
Gemfields worked carefully with its employees, contractors and suppliers during the period of civil unrest to
limit any operational impact beyond increased costs and temporary pause of production as described above.
Notwithstanding the ongoing insurgency risks and risk of any further disruption or re-escalation, MRM has
operated as usual since the start of 2025.
Additional actions taken by Gemfields to reduce costs and streamline business activity
As announced on 23 December 2024, Gemfields has taken and continues to undertake actions to cut costs
and streamline business activity, while prioritising construction and commissioning of PP2, which is regarded
by Gemfields as a critical project to increase premium ruby production and deliver additional revenue for the
Group by the end of 2025.
Gemfields is also considering the timing of emerald and ruby auctions to best match the requirements for
working capital across the year.
In terms of cost cutting and operational changes, the actions include:
i. suspending, for a period expected to be up to 6 months, all mining at Kagem (with the
suspension commencing from 1 January 2025). Instead, Kagem will focus on processing ore
from Kagem's significant ore stockpile utilising the recently upgraded processing plant;
ii. halting all non-essential spend and suspending planned capital expenditure at its ruby
development assets in northern Mozambique, namely Megaruma Mining Limitada
("MML") and Campos De Joia Limitada ("CDJ"). Eastern Ruby Mining ("ERM") will
continue core developmental work but will delay the capital expenditure associated with its
originally planned processing plant;
iii. halting operations at Nairoto Resources Limitada ("NRL"), the gold project situated north
of MRM and seeking potential buyers;
[1] www.lvmh.com/en/publications/lvmh-achieves-a-solid-performance-despite-an-unfavorable-global-economic-environment
iv. assessing strategic options in respect of Fabergé, the iconic luxury-brand owned by the
Gemfields Group; and
v. targeted rationalisation of operations and businesses across the Group.
This list of actions is not exhaustive and Gemfields will continue to adjust its actions as circumstances change.
Additionally, the Company intends to continue the assessment of strategic options for Fabergé and in light
of the progress made to date (as referenced above), the Board will consider viable and deliverable options
following the conclusion of the Proposed Rights Issue.
4. Use of proceeds
Subject to the passing of the Resolutions and the completion of the Proposed Rights Issue, the Company is
expected to raise approximately USD30 million (in gross proceeds). The proceeds of the Proposed Rights
Issue will be used for general corporate purposes, and specifically to provide working capital liquidity and
ensure the business is able to continue operating and fulfil its ongoing obligations such as paying employee
salaries and key operating costs, in-between auctions.
5. Current Trading and Outlook
Current Trading
Since the end of the previous reporting period to 31 December 2024, Gemfields has held an auction, in
February 2025, of higher-quality emeralds that were previously unsold from the November 2024 auction,
earning total auction revenues of USD4.8 million, with 77 per cent. of lots sold at an average price of
USD105.49 per carat.
This excludes any weight lost during the packaging process and therefore small adjustments to the ultimately
invoiced amounts. A commercial-quality emerald auction and a small mixed-quality ruby auction is expected
in April 2025.
In relation to production, Gemfields has seen coloured gemstone production continue to underperform at
MRM for premium rubies, whilst Kagem has seen steadier production when taking into account the pause
of mining since 1 January 2025.
Recent Kagem Production
KAGEM
Monthly Summary Units Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb-
24 24 24 24 24 24 25 25
PRODUCTION
Gemstone production
(emerald+beryl), of which '000 carats 2,373 4,224 3,902 2,951 4,776 2,452 1,662 1,417
Premium emerald '000 carats 8.9 32.0 18.8 5.7 9.1 6.5 3.6 5.2
Emerald '000 carats 666 1,364 1,287 758 985 710 402 370
Beryl-1 '000 carats 703 1,398 1,255 902 1,677 844 496 477
Beryl-2 '000 carats 995 1,429 1,342 1,285 2,104 892 760 565
Ore processed
(from Jan 2025) '000 tonnes — — — — — — 21 20
Grade (emerald+beryl/ore
processed) (from Jan 2025) carats/tonne — — — — — — 80 71
Ore production (reaction zone) '000 tonnes 28.70 18.58 25.22 21.94 23.82 14.18 — —
Grade (emerald+beryl/
reaction zone) carats/tonne 83 227 155 135 201 173 — —
Waste mined (including TMS) '000 tonnes 1,486 1,510 1,694 1,413 1,275 617 9 5
Total rock handling '000 tonnes 1,515 1,529 1,719 1,435 1,298 631 9 5
Stripping ratio 45 69 63 63 52 41 — —
Recent MRM Production
MONTEPUEZ
Monthly Summary Units Jul- Aug- Sep- Oct- Nov- Dec- Jan- Feb-
24 24 24 24 24 24 25 25
PRODUCTION
Gemstone total production,
of which '000 carats 293 206 182 156 117 199 76 181
Premium ruby '000 carats 3.69 3.14 3.54 2.84 2.22 1.52 3.58 2.63
Tumble ruby '000 carats 29.19 14.05 27.82 29.58 51.93 42.39 48.46 41.81
Ruby '000 carats 0 0 0 0 1 0 — 0
Low ruby '000 carats 8 4 2 3 5 32 5 1
Corundum '000 carats 7 6 3 3 3 3 1 2
Sapphire '000 carats 18 11 11 6 4 20 2 4
Low sapphire '000 carats 227 167 135 111 50 100 16 129
Ore production
(primary+secondary) '000 tonnes 98.4 90.0 97.9 83.6 76.9 63.0 59.8 69.6
Ore processed
(primary+secondary) '000 tonnes 93.0 97.2 85.1 97.7 83.9 79.9 76.2 74.6
Grade (total production/
ore processed) carats/tonne 3.1 2.1 2.1 1.6 1.4 2.5 1.0 2.4
Waste mined '000 tonnes 693.2 709.9 746.6 761.9 703.7 351.9 283.1 341.6
Total rock handling '000 tonnes 791.6 799.9 844.5 845.5 780.6 414.9 342.9 411.2
Stripping ratio 6.0 6.3 6.2 7.3 7.5 4.7 4.7 4.8
Outlook
Following a successful Proposed Rights Issue that addresses the short-term working capital deficits,
Gemfields is expected to be in a materially stronger position both financially and strategically. The cost
cutting and strategic changes taken in recent months is significantly streamlining the business, improving
efficiency and materially reducing the cost base. The level of capital expenditure at the business' development
assets will also be remaining low through 2025 while Gemfields establishes a clear strategy and capital
allocation policy for the future. At a high level, Gemfields' cost saving programme, as described in the section
'Additional actions taken by Gemfields', is expected to reduce Gemfields' annual operating cash cost base
down by USD35-40 million to approximately USD130 million, compared to 2024.
For capital expenditure, the business expects a total spend in 2025 of c. USD50 million, split between
c. USD43 million at MRM, c. USD6 million at Kagem and c. USD1 million on development assets, primarily
ERM. MRM's capital expenditure in 2025 largely relates to the remaining payments for the construction of
the second processing plant of USD21 million, with USD10.2 million already paid this so far this year.
Gemfields expects that, following the conclusion of the Proposed Rights Issue, a number of the transient
challenges set out above will have seen signs of improvement while it approaches the completion of its
USD70 million investment in the second ruby processing plant at MRM, significantly transforming the
production capacities of the mine.
6. Description of the Proposed Rights Issue
The Proposed Rights Issue is intended to raise net proceeds of approximately USD30 million via the issue
of 556,203,396 New Shares. The Proposed Rights Issue is underwritten by the Underwriters in accordance
with the terms of the Rights Issue and Underwriting Agreement.
In the UK, Panmure Liberum will be acting as Financial Adviser, co-ordinator and Corporate Broker in
relation to the Proposed Rights Issue and is the Company's Nominated Adviser for the purposes of the AIM
Rules for Companies. In South Africa, Investec is acting as JSE Sponsor in relation to the Proposed Rights
Issue. Panmure Liberum will, subject to the terms of the Rights Issue and Underwriting Agreement,
coordinate and advise the Company on the Proposed Rights Issue. A summary of the material terms of the
Rights Issue and Underwriting Agreement is set out in paragraph 11.8 of Part II of this document.
Subject to the fulfilment of, amongst others, the conditions described below, it is expected that New Shares
will be offered for subscription to Qualifying Shareholders (other than Qualifying South African
Shareholders) at 4.22 pence per New Share, or, in the case of Qualifying South African Shareholders,
ZAR1.06860 per New Share, payable in full on acceptance. The Proposed Rights Issue will be on the basis
of:
10 New Shares for every 21 Existing Shares
held by and registered in the names of Qualifying Shareholders (other than Shareholders resident or with
registered addresses in any of the Excluded Territories) on the relevant Record Date and so in proportion
to any other number of Existing Shares each Qualifying Shareholder then holds and otherwise on the terms
and conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders or
Qualifying South African Shareholders holding Existing Shares in certificated form (other than such
Shareholders resident or with registered addresses in any of the Excluded Territories), the Provisional
Allotment Letters or Forms of Instruction respectively.
The Proposed Rights Issue is expected to be conditional upon:
(a) the passing of all of the Resolutions by the requisite majority of Shareholders at the
Extraordinary General Meeting;
(b) the publication of the Prospectus on or around 20 May 2025;
(c) AIM Admission becoming effective by not later than 8.00 a.m. (London time) on 29 May
2025 (or such later date as may be agreed between the Company, Panmure Liberum and the
Underwriters being a date not later than 8.00 am on 30 June 2025);
(d) approval by the JSE of the listing and trading of the New Shares and the Letters of Allocation
on the JSE Main Board and JSE Admission becoming effective by not later than 9.00 a.m.
(London time) on 23 May 2025 (or such later date as may be agreed between the Company,
Panmure Liberum and the Underwriters being a date not later than 8.00 am on 30 June
2025); and
(e) the Rights Issue and Underwriting Agreement becoming unconditional in all respects, and
not having been terminated in accordance with its terms prior to the AIM Admission and
the JSE Admission.
The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares,
including the right to receive all future dividends and other distributions declared, made or paid after the date
of their issue.
The Proposed Rights Issue will result in the issue of 556,203,396 New Shares, which will form approximately
32.3 per cent. of the Shares in issue immediately following completion of the Proposed Rights Issue.
Subject to the Resolutions being approved and the Proposed Rights Issue taking place, the Rights Issue and
Underwriting Agreement provides that the Underwriters will receive a commission of 2 per cent. of the gross
proceeds raised from the issue of the Underwritten Shares, in the Agreed Proportions, to each respective
Underwriter.
Further information on the Proposed Rights Issue, including the terms and conditions of the Proposed
Rights Issue, the timetable of the Proposed Rights Issue and the procedure for acceptance and payment and
the procedure in respect of Rights not taken up will be set out in the Prospectus which is expected to be
published on or around 20 May 2025 on the Company's website and will be posted to Qualifying
Shareholders thereafter.
7. Takeover Code
The Takeover Code applies to the Company. Under Rule 9 of the Takeover Code, any person who acquires
an interest in shares (as defined in the Takeover Code) which, taken together with shares in which that person
or any person acting in concert with that person is interested, carry 30 per cent. or more of the voting rights
of a company which is subject to the Takeover Code is normally required to make an offer to all the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with that person, is interested in shares
which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not
hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be
required if such person or any person acting in concert with that person acquires a further interest in shares
which increases the percentage of shares carrying voting rights in which that person is interested.
An offer under Rule 9 of the Takeover Code must be made in cash at the highest price paid by the person
required to make the offer, or any person acting in concert with such person, for any interest in shares of
the company during the 12 months prior to the announcement of the offer.
Following completion of the Proposed Rights Issue, AIH will be interested in shares carrying more than 30%
of the voting rights of the Company but will not hold shares carrying more than 50% of the voting rights of
the Company. Any increase by AIH (together with any persons acting in concert with AIH from time to
time) in its aggregate interest in shares will be subject to the provisions of Rule 9.
8. Rule 9 Waiver and Maximum Control Position
Pursuant to the Takeover Code, the Panel may waive the requirement for a general offer to be made in
accordance with Rule 9 of the Takeover Code if, amongst other things, the shareholders of a company who
are independent of the person who would otherwise be required to make an offer, and any person acting in
concert with it, pass an ordinary resolution on a poll approving such a waiver.
AIH currently has an interest in 29.14 per cent. of the issued share capital of the Company as at the Latest
Practicable Date and has agreed to underwrite the Proposed Rights Issue in the Agreed Proportions in
accordance with the terms of the Rights Issue and Underwriting Agreement.
If all of the Qualifying Shareholders (including the Underwriters) take up their Rights and participate in the
Proposed Rights Issue, AIH and any persons acting in concert with AIH would, in aggregate, continue to be
interested in 29.14 per cent. of the voting rights of the issued share capital of the Company immediately
following Admission.
However, assuming that:
(a) all Qualifying Shareholders (save for the Underwriters and the Committed Shareholders)
renounce their Rights;
(b) no Shareholders who are resident or located in any one of the Excluded Territories subscribe
for any New Shares;
(c) no other person converts any convertible securities or exercises any options or any other
right to subscribe for Shares;
(d) the Rights Issue and Underwriting Agreement becomes unconditional in all respects and is
not terminated in accordance with its terms prior to Admission;
(e) the Resolutions are passed by the Shareholders (excluding AIH, and any person acting in
concert with AIH, and Rational, and any person acting in concert with Rational, in relation
to the Rule 9 Waiver Resolution) at the Extraordinary General Meeting (without material
amendment); and
(f) there are no other changes to the Company's issued share capital,
AIH and any persons acting in concert with AIH could, in aggregate, potentially be interested in a
maximum of 670,026,452 Shares, representing approximately 38.9 per cent. of the voting rights of
the Company's issued share capital immediately following the Proposed Rights Issue.
Following completion of the Proposed Rights Issue, AIH and any persons acting in concert with
AIH could, potentially, be interested in more than 30 per cent. of the voting rights but will not hold
shares carrying more than 50 per cent. of the voting rights of the Company. Any increase in the
aggregate interest in shares of AIH and any persons acting in concert with AIH will be subject to
the provisions of Rule 9.
The Takeover Panel has been consulted and has agreed, subject to the passing of the Rule
9 Waiver Resolution by the Independent Shareholders on a poll at the Extraordinary General
Meeting, to waive the obligation of AIH and any persons acting in concert with AIH to
make a mandatory offer for the Ordinary Shares not already owned by it which could
potentially arise following completion of the Proposed Rights Issue. Accordingly, the
Company is proposing the Rule 9 Waiver Resolution to seek the approval of Independent
Shareholders to the Rule 9 Waiver Resolution. AIH is not eligible to vote on the Rule 9 Waiver
Resolution in respect of the Ordinary Shares held by it and any of the persons acting in
concert with it. AIH has undertaken to procure (to the extent that it is legally able to do so)
that any persons acting in concert with AIH who hold Ordinary Shares will not vote on the
Rule 9 Waiver Resolution. For the purposes of the Takeover Code, Rational is not
considered to be acting in concert with AIH in connection with the Proposed Rights Issue
but is not considered independent of AIH and is therefore not an Independent Shareholder.
Under Rule 25.2 of the Takeover Code, any director who has a conflict of interest should
normally be excluded from the recommendation of the board to the Independent
Shareholders with respect to the proposed Rule 9 Waiver Resolution. As at the date of this
document, Patrick Sacco and Kieran Daly, are both directors of the Company and also
directors of AIH, and therefore have a conflict of interest by virtue of not being independent
of AIH. As such, they do not have any involvement in the recommendation of the board to
the Independent Shareholders, and do not form part of the Independent Directors.
Shareholders (excluding AIH and Rational) are therefore asked to vote in favour of the Rule
9 Resolution at the Extraordinary General Meeting in order for the Proposed Rights Issue
to proceed.
The Independent Directors believe it is in the best interests of the Company that the Rule
9 Waiver Resolution be passed and hereby recommend that Independent Shareholders vote
in favour of the Rule 9 Waiver Resolution. Panmure Liberum, as the Company's
independent financial adviser, has provided formal advice to the Independent Directors that
it considers the terms of the Rule 9 Waiver Resolution to be fair and reasonable and in the
best interests of Shareholders and the Company as a whole. In providing this advice,
Panmure Liberum has taken into account the Independent Directors' commercial
assessments as well as AIH's future intentions in relation to the Company (as set out in
paragraph 2.8 of Part II of this document). In accordance with the requirements of the
Takeover Code: (1) AIH is not permitted to vote on the Rule 9 Waiver Resolution in respect
of its aggregate holding of 340,367,121 Ordinary Shares; and (2) Rational, together with the
parties it represents as set out in more detail in paragraph 16 of Part II, are not permitted to
vote on the Rule 9 Waiver Resolution in respect of their aggregate holdings of 180,896,490
Ordinary Shares.
Shareholders should note that, in the event that the Rule 9 Waiver Resolution is approved
by Independent Shareholders and the Proposed Rights Issue takes place, AIH will not be
restricted from making a subsequent offer in the future for the Company.
Following completion of the Proposed Rights Issue, Rule 9 of the Takeover Code will
continue to apply to AIH and any persons acting in concert with AIH, as its overall
shareholding will not exceed 50 per cent. of the voting rights of the Company. This means
AIH would be required to make a general offer to all Shareholders if it or persons acting in
concert with it were to acquire further Shares in addition to those which are the subject of
the Rule 9 Waiver Resolution, unless a further waiver is obtained.
Unless the Panel agrees otherwise, the Rule 9 Waiver will be invalidated if any purchases of Ordinary Shares
are made by AIH or any of its concert parties in the period between the date of this document and the
Extraordinary General Meeting.
Gemfields Group Limited Page 23 of 40
Your attention is drawn to Part II (Additional Information) of this document which sets out certain further
information and financial information that is required to be disclosed in this document pursuant to the rules
contained in the Takeover Code.
9. Related Party Transactions
The entry into the Rights Issue and Underwriting Agreement with the Underwriters and the entry into each
of the AIH Pre-Funding Agreement and the Rational Pre-Funding Agreement with the Underwriters are
each "related party transactions" for the purposes of Rule 13 of the AIM Rules. The Independent Directors
consider, having consulted with Panmure Liberum, the Company's nominated adviser for the purposes of
the AIM Rules, that the terms of the related party transactions are fair and reasonable insofar as the
Shareholders of the Company are concerned.
For purposes of the JSE Listings Requirements, the Rights Issue and Underwriting Agreement is not
regarded as a related party transaction as the commission payable to the related parties (being the
Underwriters) is not greater than the current market related rates as confirmed by the independent Non-
Executive Directors of the Company, and as such falls within the exemptions contemplated under paragraph
10.6(c)(vii) of the JSE Listings Requirements pertaining to transactions that do not constitute related party
transactions.
The Pre-Funding Agreements, for purposes of the JSE Listings Requirements, are not regarded as a related
party transaction as each is an agreement involving the lending of money by a related party (being each
Underwriter) to the Company on normal commercial terms and on an unsecured basis and as such falls
within the exemption contemplated in paragraph 10.6(c)(i) of the JSE Listings Requirements pertaining to
transactions that do not constitute related party transactions.
10. Extraordinary General Meeting
Part IV of this document sets out a notice convening an Extraordinary General Meeting of Gemfields to be
held at 123 Victoria Street, Westminster, London, SW1E 6DE on 19 May 2025 at 10.00 a.m. (London time)
to consider and, if thought fit, to approve the Resolutions. The Resolutions are set out in full in the Notice
of Extraordinary General Meeting.
Gemfields has facilitated means by which all those holding Existing Shares on the Registers will be able to vote
and/or appoint a proxy by electronic means, further details of which are set out in the explanatory notes in
the Notice of General Meeting and in the accompanying Form of Proxy.
The Directors have taken the decision to dispatch a notice to convene the Extraordinary General Meeting
prior to the announcement of the terms of the Proposed Rights Issue and the publication of the Prospectus
in connection with it in order to enable the Proposed Rights Issue to be completed by the end of June 2025,
whilst meeting timing constraints imposed by UK and South African legal and regulatory requirements.
Accordingly, the Directors expect that, subject to FCA and JSE approval, the Prospectus in connection with
the Proposed Rights Issue will be published on or around 20 May 2025.
Resolution 1
Resolution 1, the Rule 9 Waiver Resolution, will be proposed as an Ordinary Resolution.
The Rule 9 Waiver Resolution is required for the reasons which are set out in paragraph 8 of this Part I of
this document. In accordance with the Takeover Code, the Rule 9 Waiver is subject to the passing of this
resolution by the Independent Shareholders on a poll at the Extraordinary General Meeting. As required by
the Takeover Code, the Rule 9 Waiver Resolution will be taken on a poll of the Independent Shareholders.
AIH, and any persons acting in concert with AIH, and Rational, and any persons acting in concert with
Rational, are not eligible to vote on the Rule 9 Waiver Resolution.
Resolution 2
Resolution 2 will be proposed as a Special Resolution.
Resolution 2 proposes that, subject to and conditional upon the passing of Resolution 1, the Directors be
authorised to exercise all the powers of the Company to allot and issue shares for cash up to an aggregate
nominal amount of ordinary share capital of USD5,562 and to do so free of pre-emption rights (howsoever
arising, whether pursuant to article 6 of the Company's Articles or otherwise). This represents in excess of
47.6 per cent. of the total ordinary issued share capital of as at the Latest Practicable Date. The Directors
intend to use the authority of Resolution 2 to allot and issue 556,203,396 New Shares for cash in connection
with the Proposed Rights Issue, and for no other purpose and to allow the Directors to deal with treasury
shares, fractional entitlements, record dates and legal, regulatory or practical problems in, or under the laws
of, any territory or any other matter in connection with the Proposed Rights Issue. The authority will expire
at the conclusion of Gemfields's annual general meeting in 2025 or, if earlier, on the date that is 15 months
after the passing of this Resolution. All shareholders are eligible to vote on this Resolution without
restriction.
Resolution 3
Resolution 3 will be proposed as an Ordinary Resolution.
The Underwriting Issue to the Underwriters Resolution is required to allow New Shares to be allotted and
issued to, inter alia, the Underwriters in accordance with the terms of the Proposed Rights Issue and
Underwriting Agreement in the event that any other Qualifying Shareholders do not take up their Rights and
participate in the Proposed Rights Issue. All shareholders are eligible to vote on this Resolution without
restriction.
The Directors have decided that the fairest way for the Extraordinary General Meeting to proceed would be
by way of poll. This means that every eligible Shareholder present in person or by proxy has one vote for
every Ordinary Share held.
Conducting a meeting by way of a poll ensures that all Shareholders are given the opportunity to participate
in the decision-making of the Company and have their votes recorded even if they do not attend the meeting
in person.
The Proposed Rights Issue is conditional inter alia on the passing of all of the Resolutions.
If any of the Resolutions are not approved at the Extraordinary General Meeting, Gemfields
will be unable to proceed with the Proposed Rights Issue.
11. Irrevocable Undertakings
AIH has irrevocably undertaken to vote in favour of the Resolutions, other than the Rule 9 Waiver
Resolution which it is precluded from voting on, at the Extraordinary General Meeting. Rational has
irrevocably undertaken to vote in favour of the Resolutions, other than the Rule 9 Waiver which it is
precluded from voting on, and has procured that those parties that it represents (as set out in more detail in
paragraph 16 of Part II) irrevocably undertake to vote in favour of such Resolutions. Similarly, each of those
Independent Directors who hold Existing Shares have also entered into an irrevocable undertaking to vote
in favour of all of the Resolutions at the Extraordinary General Meeting. Furthermore, certain significant
shareholders of the Company have also entered into irrevocable undertakings to vote in favour of the
Resolutions. Further details of the irrevocable undertakings are set out at paragraph 9 of Part II of this
document.
In addition to undertaking to vote in favour of the Resolutions, the Committed Shareholders, including the
Underwriters, have each given an irrevocable undertaking to take up their Rights under the Proposed Rights
Issue. Further details of the irrevocable undertakings are set out at paragraph 9 of Part II of this document.
12. Additional information
Your attention is drawn to the additional information set out in this document. You are advised to read the
whole of this document and not to rely solely on the information contained in this letter.
13. Overseas Shareholders
The Prospectus will contain information in relation to the Proposed Rights Issue for Overseas Shareholders
who have registered addresses outside the United Kingdom or South Africa, or who are residents of or
located in countries other than the United Kingdom or South Africa.
Shareholders who are resident or located in any one of the Excluded Territories will not be entitled to
participate in the Proposed Rights Issue and the Prospectus will not be posted to them.
14. Independent Advice
Panmure Liberum has provided competent, independent advice to the Independent Directors, in accordance
with the requirements of paragraph 4(a) of Appendix 1 to the Takeover Code, in relation to the granting of
the Rule 9 Waiver.
This advice was provided by Panmure Liberum to the Independent Directors only and, in providing such
advice, Panmure Liberum has taken into account the Independent Directors' commercial assessments as well
as AIH's future intentions in relation to the Company (as set out in paragraph 2.8 of Part II of this document).
Panmure Liberum confirms that it is independent of AIH and has no commercial relationship with it.
15. Action to be taken in respect of the Extraordinary General Meeting
AIM Shareholders
A Form of Proxy for use at the Extraordinary General Meeting by those shareholders whose Ordinary Shares
are admitted to trading on AIM accompanies this document. The Form of Proxy should be completed and
signed in accordance with the instructions thereon and returned to the UK Registrar, Computershare
Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as
possible, but in any event so as to be received by no later than 15 May 2025 (or, if the Extraordinary General
Meeting is adjourned or postponed, 48 hours (excluding any part of a day that is not a working day) before
the time fixed for the adjourned or postponed meeting).
If you hold your Existing Shares in uncertificated form in CREST, you may vote using the CREST Proxy
Voting service in accordance with the procedures set out in the CREST Manual. Further details are also set
out in the notes accompanying the Notice of Extraordinary General Meeting at the end of this document.
Proxies submitted via CREST must be received by the UK Registrar (Participant ID: 3RA50) by no later than
15 May 2025 (or, if the Extraordinary General Meeting is adjourned or postponed, 48 hours (excluding
any part of a day that is not a working day) before the time fixed for the adjourned or postponed meeting).
The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in the
CREST Regulations.
JSE Shareholders
a. If you are a JSE Dematerialised Shareholder other than with "own name" registration
Your CSDP or broker should contact you in the manner stipulated in the agreement concluded between you
and your CSDP or broker to ascertain how you wish to cast your votes at the Extraordinary General Meeting
and thereafter to cast your votes in accordance with your instructions. If you have not been contacted by
your CSDP or broker, you should contact your CSDP or broker and furnish them with your voting
instructions. If your CSDP or broker does not obtain voting instructions from you, it will be obliged to vote
in accordance with the provisions contained in the agreement concluded between you and your CSDP or
broker. Similarly, you should contact your CSDP or broker in the event that you wish to appoint another
person to vote as your proxy at the Extraordinary General Meeting. You must NOT complete the attached
Forms of Proxy.
b. If you are a JSE Certificated Shareholder or a JSE Dematerialised Shareholder with "own name" registration
A Form of Proxy for use at the Extraordinary General Meeting by those shareholders whose Ordinary Shares
are admitted to the JSE accompanies this document. The Form of Proxy should be completed and signed in
accordance with the instructions thereon and returned to the SA Registrar, as soon as possible, but in any
event so as to be received by no later than 15 May 2025 (or, if the Extraordinary General Meeting is adjourned
or postponed, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the
adjourned or postponed meeting).
You are not required to take any action at present with respect to the Proposed Rights Issue.
New Shares offered under the Proposed Rights Issue will be offered to Shareholders pro rata to their existing
shareholdings as at the relevant Record Date.
By subscribing for the New Shares to be offered under the Prospectus, a Shareholder will avoid a dilution in
its percentage of their shareholding resulting from the Proposed Rights Issue.
16. Importance of vote
As explained above, the Proposed Rights Issue is conditional, inter alia, upon the passing of the Resolutions
at the Extraordinary General Meeting.
If the Resolutions are not passed at the Extraordinary General Meeting, the Proposed Rights Issue
will not take place and the proceeds of the Proposed Rights Issue will not be received by the
Company.
Shareholders should note that, if the Company does not receive the proceeds of the Proposed Rights
Issue, the Company would have to seek other forms of emergency funding. The Company is unable
to provide any assurance that alternative financing could be secured. Failure to secure alternative
forms of finance on commercially acceptable terms or at all could have a material adverse effect on
the Group's business, financial condition, prospects, capital resources, cash flows, share price,
liquidity, results and/or future operations.
17. Recommendation of Directors
The Proposed Rights Issue is conditional, inter alia, upon the passing of all of the Resolutions at
the Extraordinary General Meeting including, without limitation, the Rule 9 Waiver Resolution.
Shareholders should be aware that, if all of the Resolutions are not approved at the Extraordinary
General Meeting, the Proposed Rights Issue will not proceed.
The Independent Directors believe it is in the best interests of the Company that the Rule 9 Waiver
Resolution be passed and hereby recommend that Independent Shareholders vote, or procure the vote, in
favour of the Rule 9 Waiver Resolution. In reaching this decision, the Independent Directors have taken into
account that AIH does not currently intend to change (or to seek to change) the strategic plans and
operations of the Group nor to make any changes to employment and/or the locations in which the Group
operates. Panmure Liberum, as the Company's independent financial adviser, has provided formal advice to
the Independent Directors that it considers the terms of these proposals to be fair and reasonable and in the
best interests of Shareholders and the Company as a whole. In providing this advice, Panmure Liberum has
taken into account the Independent Directors' commercial assessments as well as AIH's future intentions in
relation to the Company (as set out in paragraph 2.8 of Part II of this document).
In accordance with the requirements of the Takeover Code, AIH is not permitted to vote on the Rule 9
Waiver Resolution in respect of its aggregate holding of 340,367,121 Ordinary Shares but has irrevocably
undertaken to vote in favour of the other Resolutions.
In accordance with the requirements of the Takeover Code, Rational, together with the parties it represents
as set out in more detail in paragraph 16 of Part II, are not permitted to vote on the Rule 9 Waiver Resolution
in respect of their aggregate holdings of 180,896,490 Ordinary Shares but have irrevocably undertaken to
vote in favour of the other Resolutions.
The Independent Directors who hold Existing Shares have irrevocably undertaken to vote in favour of all
the Resolutions in respect of their own shareholdings amounting to 27,315,661 Existing Shares (representing
2.34 per cent. of the Existing Shares in issue as at the Latest Practicable Date).
Yours faithfully,
Bruce Cleaver
Chair
DEFINITIONS
The following definitions apply throughout this announcement, unless the context requires otherwise:
Admission as the context so requires, AIM Admission and/or
JSE Admission
Agreed Proportions in the case of AIH: 65.30 per cent.; in the case of
Rational: 34.70 per cent.
AIH Assore International Holdings Limited,
incorporated as a private company limited by
shares registered in England and Wales with
company registration number 12617478 on 21
May 2020. AIH's registered address is at 4
Walcote Place, High Street, Winchester, United
Kingdom, SO23 9AP
AIH Directors the directors of AIH at the date of this document
whose names are set out on paragraph 2.2 of Part
II of this document
AIH Pre-Funding Agreement the agreement entered into between the Company
and AIH dated 11 April 2025, details of which are
set out in paragraph 11.9 of Part II of this
document
AIH UBO Directors the directors of AIH's indirect parent company,
Assore Holdings Proprietary Limited, at the date
of this document, being each of: (1) Desmond
Sacco; (2) Patrick Sacco; (3) Charles Walters; (4)
Bastiaan van Aswegen; (5) Sandra du Toit; (6)
Kieran Daly; (7) Mandla Tobela; (8) Eric
Mackeown; (9) Sydney Mhlarhi; and (10) Ross
Davies
AIM the AIM Market, the multi-lateral trading facility
operated by the London Stock Exchange
AIM Admission admission of the Nil Paid Rights, the Fully Paid
Rights and the New Shares (as the case may be) to
trading on AIM becoming effective in accordance
with the AIM Rules for Companies
AIM Rules or AIM Rules for Companies the AIM Rules for Companies, as published and
amended from time to time by the London Stock
Exchange
Articles the existing articles of incorporation of the
Company as at the date of this document
Board or Directors the Company's directors, whose names appear on
page 6 of this document
broker any person registered as a broking member
(equities) in terms of the JSE Listings
Requirements and in accordance with the
provisions of the SA Financial Markets Act
Business Day a day (excluding Saturday, Sunday and public
holidays) on which: (1) banks generally are open
for business in the City of London for the
transaction of normal banking business; (2) banks
generally are open for business in South Africa for
the transaction of normal banking business; and
(3) banks generally are open for business in
Guernsey for the transaction of normal banking
business
CDJ Campos De Joia Limitada, a 100 per cent. indirect
subsidiary of the Company
certificated or certificated form means either: (1) Existing Shares that have not
been Dematerialised in terms of the requirements
of Strate, title to which is represented by the
Documents of Title; or (2) in relation to a share or
other security, a share or other security which is
not in uncertificated form (that is, not in CREST
or Strate)
Circular or this document this circular to Shareholders, and all documents
and annexes bound herein, dated 11 April 2025
City Code or Takeover Code the City Code on Takeovers and Mergers issued
from time to time by or on behalf of the Panel on
Takeovers and Mergers
Committed Shareholders those Shareholders (details of which are set out in
paragraph 9 of Part II of this document) who have
entered into irrevocable undertakings to subscribe
for their Rights under the Proposed Rights Issue
Committed Shares the, in aggregate, 299,572,845 New Shares which
the Committed Shareholders have irrevocably
undertaken to take up pursuant to the Proposed
Rights Issue
Companies Act the Companies Act 2006 of England and Wales, as
amended from time to time
Companies Law The Companies (Guernsey) Law, 2008 (as
amended)
Company or Gemfields Gemfields Group Limited, a company
incorporated under the Companies Law and
registered in Guernsey, with registered number
47656
CREST the system for the paperless settlement of trades in
securities and the holding of uncertificated
securities in accordance with the CREST
Regulations operated by Euroclear
CREST Manual the rules governing the operation of CREST,
consisting of the CREST Reference Manual,
CREST International Manual, CREST Central
Counterparty Service Manual, CREST Rules,
Registrars Service Standards, Settlement Discipline
Rules, CREST CCSS Operations Manual, Daily
Timetable, CREST Application Procedure and
CREST Glossary of Terms (all as defined in the
CREST Glossary of Terms promulgated by
Euroclear on 15 July 1996, as amended from time
to time)
CREST Member a person who has been admitted by Euroclear as a
system member (as defined in the CREST
Regulations)
CREST Participant a person who is, in relation to CREST, a system-
participant (as defined in the CREST Regulations)
CREST Regulations the Uncertificated Securities (Guernsey)
Regulations 2009
CREST Sponsor a CREST Participant admitted to CREST as a
CREST Sponsor
CREST Sponsored Member a CREST Member admitted to CREST as a
sponsored member
CSDP Central Securities Depository Participant, being a
"participant" as defined in Section 1 of the SA
Financial Markets Act and appointed by individual
Shareholders for the purposes of, and in regard to,
dematerialisation in terms of the Financial Markets
Act
Dematerialised or Dematerialisation the South African process by which securities
which are evidenced by a Document of Title are
converted to securities that are held in collective
custody by a CSDP or its nominee in a separate
central securities account and are transferable by
entry without a certificate or written instrument
Disclosure and Transparency Rules the disclosure guidance rules and transparency
rules made by the FCA under Part VI of FSMA
(as set out in the FCA Handbook) as amended
from time to time
Disclosure Period the period commencing on the date twelve
months prior to the Latest Practicable Date and
ending on the Latest Practicable Date
Document of Title share certificates, certified transfer deeds, balance
receipts or any other documents of title to the
Shares
ERM Eastern Ruby Mining, a subsidiary of the
Company, 80 per cent. indirectly owned by
Company and 20 per cent. owned by Mr. Taibo
Caetano Mucobora
Euroclear or Euroclear UK & International Euroclear UK & International Limited, the
operator of CREST
EUWA the European Union (Withdrawal) Act 2018
Excluded Territories the United States, Australia, New Zealand,
Canada, Hong Kong, Singapore and Japan and any
other jurisdiction (subject to certain limited
exceptions) where the Company is advised that
the allotment or issue of the New Shares pursuant
to the Proposed Rights Issue would or may
infringe the relevant laws and regulations of such
jurisdiction or would or may require the Company
to obtain any governmental or other consent or to
effect any registration, filing or other formality
which, in the opinion of the Company, it would be
unable to comply with or is unduly onerous and
Excluded Territory means any one of them
Executive Directors Sean Gilbertson and David Lovett
Existing Shares the 1,168,027,130 Ordinary Shares in issue on the
Latest Practicable Date
Extraordinary General Meeting or Meeting the extraordinary general meeting of the Company
convened for 10.00 a.m. (London time) at 123
Victoria Street, Westminster, London, SW1E 6DE
on 19 May 2025 by the Notice of Extraordinary
General Meeting and any adjournment or
postponement thereof
Fabergé the brand "Fabergé" which is wholly-owned and
controlled by the Group
FCA the Financial Conduct Authority of the United
Kingdom acting in its capacity as the competent
authority for the purposes of Part VI of the
FSMA
FCA Handbook the FCA's Handbook or Rules and Guidance, as
amended from time to time
Financial Markets Act the South African Financial Markets Act, No. 19
of 2012, as amended from time to time
Form of Instruction the form of instruction to be posted to each
Qualifying South African Shareholder who holds
Existing Shares in certificated form, in respect of
their Letters of Allocation, reflecting the
entitlement of that Qualifying Shareholder to Nil
Paid Rights if the Resolutions are approved
Forms of Proxy (1) the Guernsey form of proxy, for use by those
shareholders whose Ordinary Shares are admitted
to AIM; and (2) the South African form of proxy,
for use by those Shareholders whose Ordinary
Shares are admitted to the JSE, accompanying this
document for use at the Extraordinary General
Meeting
FSMA the Financial Services and Markets Act 2000 of
England and Wales (as amended)
Fully Paid Rights rights to acquire the New Shares fully paid
Group or Gemfields Group Gemfields and each of its direct and indirect
subsidiaries from time to time (where "subsidiary"
shall have the meaning ascribed to it in the
Companies Act)
Independent Directors all of the Directors save for Keiran Daly and
Patrick Sacco
Independent Shareholders Shareholders who are eligible to vote on the Rule
9 Waiver Resolution (being all Shareholders other
than AIH and Rational (including the parties that
Rational represents as set out in more detail in
paragraph 16 of Part II))
Investec or JSE Sponsor Investec Bank Limited, acting through its
investment banking division, a public company
incorporated under the laws of South Africa and
the JSE Sponsor to the Company in connection
with the Proposed Rights Issue
Irrevocable Undertakings the undertakings, executed by the Committed
Shareholders, pursuant to which they have
irrevocably agreed to: (1) vote in favour of the
Resolutions; and in certain cases, (2) subscribe for
their Rights under the Proposed Rights Issue,
details of which are set out in paragraph 9 of Part
II of this document
ISIN the international securities identification number
issued share capital except where stated to the contrary, the issued
share capital of the Company (excluding treasury
shares)
JSE the Johannesburg Stock Exchange, a licensed
exchange operated by JSE Limited
JSE Admission the admission of Letters of Allocation and the
New Shares (as the case may be) to listing and
trading on the General Segment of the JSE's Main
Board
JSE Certificated Shareholders Shareholders who hold JSE Certificated Shares
JSE Certificated Shares Ordinary Shares which have not been surrendered
for Dematerialisation in terms of the requirements
of Strate, and title to which is evidenced by a
Document of Title
JSE Dematerialised Shareholders Shareholders who hold JSE Dematerialised Shares
JSE Dematerialised Shares Ordinary Shares that have been Dematerialised
JSE Limited JSE Limited, a public company incorporated in
accordance with the laws of South Africa and
licensed to operate an exchange in terms of the
Financial Markets Act
JSE Listings Requirements the JSE Limited Listings Requirements in force as
at the Latest Practicable Date
JSE Main Board the main board of the JSE
Kagem Kagem Mining Limited, a subsidiary of the
Company, 75 per cent. indirectly owned by
Gemfields and 25 per cent. indirectly owned by
the Government of the Republic of Zambia;
Last Day to Trade the last day to trade Existing Shares on the JSE to
qualify to participate in the Rights Issue (cum
Rights), being 22 May 2025
Latest Practicable Date 10 April 2025, being the latest practicable date
prior to the date of this document
Letter of Allocation a renounceable letter of allocation to be issued by
the Company in electronic form conferring Nil
Paid Rights on a Qualifying South African
Shareholder if the Resolutions are approved
London Stock Exchange or LSE London Stock Exchange plc
Memorandum the memorandum of incorporation of the
Company
MML Megaruma Mining Limitada, a subsidiary of the
Company, 75 per cent. indirectly owned by
Company and 25 per cent. owned by EME
Investments SA, Mozambique
MRM Montepuez Ruby Mining Limitada, a subsidiary of
the Company, 75 per cent. indirectly owned by
Company and 25 per cent. owned by a local
Mozambican minority partner, Mwiriti Limitada
New Shares 556,203,396 new Ordinary Shares to be issued
pursuant to the Proposed Rights Issue
Nil Paid Rights in the case of Qualifying Shareholders (other than
Qualifying South African Shareholders), New
Shares in nil paid form provisionally allotted to
such Qualifying Shareholders pursuant to the
Proposed Rights Issue and, in the case of
Qualifying South African Shareholders, the right
to subscribe for New Shares at the SA Issue Price,
as represented by Letters of Allocation
automatically credited to their CSDP or broker
accounts or, in the case of Qualifying South
African Shareholders who hold their Shares in
certificated form, the account of the SA Registrar
for the benefit of such Shareholder
Non-CREST Shareholders Shareholders whose Ordinary Shares are on the
Company's Guernsey (AIM) register and are held
in certificated form
Non-Executive Director Bruce Cleaver; Patrick Sacco; Kieran Daly; Kwape
Mmela; Mary Reilly; Simon Scott
Notice of Extraordinary General Meeting or the notice of the Extraordinary General Meeting
Notice set out at the end of this document
NRL Nairoto Resources Limitada, a subsidiary of the
Company, 75 per cent. indirectly owned by the
Company and 25 per cent. owned by a
Mozambican minority partner, Mwiriti Limitada
Ordinary Resolution a resolution, taken in accordance with the Articles
and the Companies Law, passed by a simple
majority of the Shareholders, present or by proxy,
at the meeting, convened with the proper notice
of the meeting having been provided to the
Shareholders
Ordinary Shares or Shares the ordinary shares with a par value of
USD0.00001 each in the capital of the Company
Overseas Shareholders Shareholders or Qualifying Shareholders, as the
context so requires, who have registered
addresses, or who are located or resident, outside
the United Kingdom or South Africa
Panel or Takeover Panel means the Panel on Takeovers and Mergers of the
United Kingdom
Panmure Liberum or Financial Adviser or Panmure Liberum Limited, the financial adviser,
AIM Nominated Adviser or co-ordinator or nominated adviser, co-ordinator and corporate
Corporate Broker broker to the Company in connection with the
Proposed Rights Issue and the Resolutions
Participant ID the identification code or membership number
used in CREST to identify a particular CREST
Member or CREST Participant
Pre-Funding Agreements each of the AIH Pre-Funding Agreement and the
Rational Pre-Funding Agreement
Proposed Rights Issue the 10 New Shares for 21 Existing Shares rights
issue which Gemfields proposes to undertake,
further details of which will be set out in the
Prospectus
Prospectus the prospectus relating to Gemfields for the
purpose of the Proposed Rights Issue, which is
expected to be published, subject to the passing of
the Resolutions and FCA approval, on or around
20 May 2025 and which will be posted to
Qualifying Shareholders and be made available on
the Company's website, its registered address and
at the registered address of the JSE Sponsor
Prospectus Regulation the UK version of the EU Prospectus Regulation
as it forms part of the domestic law of the United
Kingdom by virtue of EUWA, as amended from
time to time
Prospectus Regulation Rules the Prospectus Regulation Rules made by the FCA
as from time to time amended and includes, where
appropriate, relevant provisions of the Prospectus
Regulation as referred to or incorporated within
the Prospectus Regulation Rules
Provisional Allotment Letters the renounceable provisional allotment letters
relating to the Proposed Rights Issue, expected to
be dispatched to Qualifying Non-CREST
Shareholders if the Resolutions are approved
Qualifying CREST Shareholder Shareholders (other than those resident in an
Excluded Territory) whose Ordinary Shares are on
the Company's Guernsey (AIM) register at the
relevant Record Date and which are held in
uncertificated form and held through CREST
Qualifying Non-CREST Shareholder Shareholders (other than those resident in an
Excluded Territory) whose Ordinary Shares are on
the Company's Guernsey (AIM) register at the
relevant Record Date and which are in certificated
form
Qualifying Shareholder a Qualifying Non-CREST Shareholder, Qualifying
CREST Shareholder and/or Qualifying South
African Shareholder, as the case may be
Qualifying South African Shareholder Shareholders (other than those resident in an
Excluded Territory) on the Company's South
African (JSE) register as at the relevant Record
Date
Rand or ZAR South African rand, the lawful currency of South
Africa
Rational Rational Expectations (Pty) Ltd, incorporated as a
private company with limited liability, registered in
South Africa with registered number
1997/003025/07 and whose registered address is
at Unit 203, Second Floor, Paardevlei RI, 12
Gardner Williams Avenue, Paardevl, Somerset
West, Western Cape, 7130, South Africa
Rational Pre-Funding Agreement the agreement entered into between the Company
and Rational dated 11 April 2025, details of which
are set out in paragraph 11.10 of Part II of this
document
Record Date the record date(s) for participation in the
Proposed Rights Issue, details of which will be
included in the Prospectus
Registers the register of members of the Company
maintained in the United Kingdom and the branch
of the register maintained in South Africa
Registrars the UK Registrar and/or the SA Registrar, as the
context so requires
Regulatory Information Service any of the services set out in the list of Primary
Information Providers maintained by the FCA
Relationship Agreement the agreement entered into between the Company
and Rational dated 11 April 2025, details of which
are set out in paragraph 11.11 of Part II of this
document
Resolutions the resolutions to be proposed at the
Extraordinary General Meeting
Rights the Nil Paid Rights and the Fully Paid Rights (as
the context so requires)
Rights Issue and Underwriting Agreement the rights issue and underwriting agreement dated
11 April 2025 entered into between the Company,
the Underwriters and Panmure Liberum relating
to the Proposed Rights Issue and the underwriting
and more fully described in paragraph 11.8 of Part
II
RIS the Regulatory Information Service of London
Stock Exchange
Rule 9 Rule 9 of the Takeover Code
Rule 9 Waiver the waiver granted by the Panel, conditional on
the passing of the Rule 9 Waiver Resolution by
Independent Shareholders, of any requirement
under Rule 9 of the Takeover Code for AIH and
its concert parties (individually and collectively) to
make a mandatory general offer to all
Shareholders of the Company, which would
otherwise arise as a result of the AIH's
participation in, and underwriting of, the
Proposed Rights Issue
Rule 9 Waiver Resolution resolution 1 to be proposed at the Extraordinary
General Meeting as set out in the Notice of
Extraordinary General Meeting to approve the
Rule 9 Waiver
SA Issue Price the price at which New Shares will be issued to
Qualifying South African Shareholders pursuant
to the Proposed Rights Issue, being ZAR1.0686
per New Share
SA Register the branch of the register of members of the
Company maintained in South Africa
SA Registrar Computershare Investor Services Proprietary
Limited registration number 2004/003647/07, a
private company duly incorporated in accordance
with the laws of South Africa
SENS the Stock Exchange News Service of the JSE
Shareholder Helpline the relevant helpline telephone number listed in
the paragraph 22 of Part II
Shareholders holders of Existing Shares
South Africa the Republic of South Africa
South African Companies Act the South African Companies Act No. 71 of 2008
(as amended from time to time)
Special Resolution a resolution taken in accordance with the Articles
and the Companies Law, passed by a majority of
not less than 75 per cent. of the votes of the
Shareholders, present or by proxy, at the meeting
convened with the proper notice of the meeting
having been provided to the Shareholders
sterling or £ or GBP, or pence or p the lawful currency of the United Kingdom from
time to time
Strate Strate Proprietary Limited, a private company
incorporated in accordance with the laws of South
Africa, which is licensed as a registered central
securities depositary under the Financial Markets
Act responsible for the electronic custody and
settlement system for transactions that take place
on the JSE
UK Issue Price the price at which New Shares will be issued to
Qualifying Shareholders (other than Qualifying
South African Shareholders) pursuant to the
Proposed Rights Issue, being 4.22 pence per New
Share
UK Register the register of members of the Company
maintained in the United Kingdom
UK Registrar Computershare Investor Services (Guernsey)
Limited of 2nd Floor, Lefebvre Place, Lefebvre
Street, St Peter Port, Guernsey, GY1 2JP
uncertificated or in uncertificated form in respect of a Qualifying Shareholder other than a
Qualifying South African Shareholder, describes
the form of a share held by such person in
CREST; and in respect of a Qualifying South
African Shareholder describes the form of a share
held by such person not evidenced by a certificate
or written instrument, incorporated into Strate and
entered and recorded in the Company's South
African sub-register in electronic form in terms of
the Financial Markets Act
Underwriters each of AIH and Rational
Underwriting Issue to the Underwriters resolution 3 as set out in the Notice of
Resolution Extraordinary General Meeting to be proposed at
the Extraordinary General Meeting in connection
with the issue of New Shares to, inter alia, the
Underwriters as contemplated by this Circular and
the Rights Issue and Underwriting Agreement
pursuant to the Proposed Rights Issue
Underwritten Shares the New Shares being underwritten by the
Underwriters, which includes all New Shares other
than the New Shares for which the Underwriters
have irrevocably undertaken to subscribe
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland
United States or US the United States of America, its territories and
possessions, any state of the United States of
America and the District of Columbia
US dollar(s) or dollar(s) or USD or US$ or $ or United States dollars and cents, the lawful
US cents currency of the United States
GEMFIELDS
GEMFIELDS.COM | INVESTORS |FOUNDATION
INSTAGRAM | FACEBOOK | X | YOUTUBE
FABERGÉ
FABERGÉ.COM | INSTAGRAM | FACEBOOK | X | YOUTUBE
KAGEM MINING LINKEDIN
MONTEPUEZ RUBY MINING LINKEDIN
Date: 11-04-2025 01:00:00
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