REG - Gemfields Group Ltd - Change of Segment on Main Board of JSE Limited

GemfieldsAnnouncement

10/03/2025 14:00

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RNS Number : 0298A  Gemfields Group Limited  10 March 2025

Incorporated in Guernsey. Guernsey registration number: 47656

South African external company registration number: 2009/012636/10

Share code on JSE:GML (on General Segment of JSE Main Board) / AIM:GEM

    ISIN: GG00BG0KTL52   |   LEI: 21380017GAVXTCYS5R31

("Gemfields" or the "Group" or the "Company")

 

Change of Segment on Main Board of the JSE Limited

LONDON, 10 MARCH 2025

Gemfields' Board of Directors is pleased to announce that the Company's
application to transfer its market segmentation on the Main Board of the JSE
Limited ("JSE"), from the 'Prime Segment' to the 'General Segment', has been
approved by the JSE with effect from Tuesday, 11 March 2025. The 'General
Segment' aims to offer a suitable and efficient level of regulation tailored
to the size and liquidity of issuers on the Main Board of the JSE.

Consequently, Gemfields will now be classified as being a primary issuer
listed in the General Segment of the JSE list.

There is no change to Gemfields' quotation on AIM in London, and the rules and
regulations set out in the AIM Rules for Companies and the Company's Articles
of Incorporation still apply.

In terms of paragraph 4.62 of the JSE Listings Requirements ("Listings
Requirements") only, classification in the General Segment allows the
following:

·    shareholders' approval is not required for a general repurchase
authority in terms of paragraph 5.72 of the Listings Requirements;

·    shareholders' approval is not required for a specific repurchase
authority in terms of paragraph 5.69 of the Listings Requirements, subject to
it not involving related parties and does not exceed 20% of the shares in
issue in any one financial year;

·    fairness opinions are not required for related party corporate
actions and transactions, with more focus being placed on governance
arrangements and transparency and the exclusion from voting for related
parties and associates;

·    issuers are only required to prepare annual reports within four
months, with no obligation to release results announcements within three
months;

·    the preparation of pro forma financial information is not required
for transaction/corporate actions, but rather the inclusion of a detailed
narrative on the impact of the transaction/corporate action on the financial
statements must be provided;

·    the percentage ratio (consideration measured against market
capitalisation or dilution)  for a category 1 transaction is increased to a
percentage ratio of 50% or more, accordingly a transaction where a percentage
ratio is 5% or more but less than 50% will be categorised as a category 2
transaction;

·    shareholders' approval and a circular is not required for
transactions by a subsidiary that is listed on the JSE;

·    only two years audited historical financial information is required
to be disclosed on the subject of a category 1 transaction;

·    the percentage ratio to determine small-related party transactions is
3% and less than or equal to 10%;

·    a material shareholder for related party classification purposes is a
shareholder holding 20% or more of the issued shares of the Company; and

·    a pre-listing statement is triggered only for share issuances
exceeding 100% of a Company's shares in issue over a three-month period.

Shareholders are reminded that the provisions applicable to the companies in
the General Segment only have the specified different application as stated
and the remainder of the provisions of the Listing Requirements continue to
apply.

Issues of shares for cash

In terms of its Articles of Incorporation, Gemfields is prohibited from
applying the provisions of paragraph 4.62(c) of the Listing Requirements that
provides for an automatic annual rolling general authority to issue shares for
cash, representing up to 10% of the issuer's issued share capital, without
shareholder approval.

The Company currently does not have a general authority to issue shares for
cash in place and does not currently intend to amend its Articles of
Incorporation, which would also require shareholder approval, to align with
the different application of paragraphs 5.52 and 5.53, provided in paragraph
4.62(c) of the JSE Listings Requirements for issuers in the General Segment.

 

-ENDS-

 

Further information on Gemfields Group Limited can be found at:

 GEMFIELDSGROUP.COM (http://WWW.GEMFIELDSGROUP.COM)

 

To join our investor mailing list, please contact us on:
ir@gemfields.com (mailto:ir@gemfields.com)

 

 

ENQUIRIES

 

 GEMFIELDS                                      Sean Gilbertson / David Lovett / Ian Hughes

                                                ir@gemfields.com (mailto: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 HEAD OFFICE, LONDON  Helena Choudhury / Albertina Namburete

                                                helena.choudhury@gemfields.com (mailto:helena.choudhury@gemfields.com) /
                                                albertina.namburete@gemfields.com (mailto: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.

 

 

GEMFIELDS

GEMFIELDS.COM (https://gemfields.com/) (https://gemfields.com/) | INVESTORS
(https://www.gemfieldsgroup.com/) (https://www.gemfieldsgroup.com/)
|FOUNDATION (https://www.gemfieldsfoundation.org/)

INSTAGRAM (https://www.instagram.com/gemfields/)
(https://www.instagram.com/gemfields/) | FACEBOOK
(https://www.facebook.com/Gemfields/) (https://www.facebook.com/Gemfields/) |
X (https://x.com/GemfieldsLtd?lang=en) | YOUTUBE
(https://www.youtube.com/channel/UCArCE0JFtakTP-tHq6v0KVg)

 

FABERGÉ

FABERGÉ.COM (https://www.faberge.com/) | INSTAGRAM
(https://www.instagram.com/officialfaberge/)
(https://www.instagram.com/officialfaberge/) | FACEBOOK
(https://www.facebook.com/OfficialFaberge)
(https://www.facebook.com/OfficialFaberge) | X (https://x.com/OfficialFaberge)
(https://x.com/OfficialFaberge) | YOUTUBE
(https://www.youtube.com/user/officialfaberge)

 

KAGEM MINING LINKEDIN (https://www.linkedin.com/company/kagem-mining-ltd)

MONTEPUEZ RUBY MINING LINKEDIN
(https://www.linkedin.com/company/montepuez-ruby-mining)

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