REG - Gemfields Group Ltd Gemfields Group GEMN Gemfields Group GEMF - Holdings in Company & Directors' shareholdings

GemfieldsAnnouncement

20/06/2025 07:00

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RNS Number : 6822N  Gemfields Group Limited  20 June 2025

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")

 

Notification of major holdings, Directors' and their associates' shareholdings

LONDON, 20 JUNE 2025

Following the completion of Gemfields' Rights Issue on 13 June 2025, and in
compliance with paragraphs 3.63 to 3.74 and 3.83(b) of the JSE Listings
Requirements and AIM Rule 17, formal notifications have been received on 19
June regarding changes in shareholdings of ordinary shares of USD0.00001 each
("Ordinary Shares").

Directors' Shareholdings

Sean Gilbertson, CEO, held a total of direct and indirect interests in
48,263,928 Ordinary Shares prior to the Rights Issue. The Rights for these
shares were taken up and therefore his total interest in have increased to
71,246,750 Ordinary Shares. This represents 4.13 per cent of the Ordinary
Shares in issue.

David Lovett, CFO, held a total of direct and indirect interests in 1,442,000
Ordinary Shares prior to the Rights Issue. The Rights for these shares were
taken up and therefore his interests have increased to 2,128,666 Ordinary
Shares. This represents 0.12 per cent of the Ordinary Shares in issue.

Kwape Mmela, Lead Independent Non-Executive Director, held indirect interests
in 8,325,334 Ordinary Shares prior to the Rights Issue. The Rights for these
shares were taken up and therefore his interests have increased to 12,289,779
Ordinary Shares. This represents 0.71 per cent of the Ordinary Shares in
issue.

Assore International Holdings Limited ("AIH") Shareholdings

Gemfields received formal notification on 19 June 2025 from Assore
International Holdings Limited ("AIH"), that it held 340,367,121 Ordinary
Shares in the Company prior to the Rights Issue. The Rights for these shares
were taken up and alongside the associated allocation of shares through the
terms of their Underwriting Agreement with Gemfields, AIH now holds
566,357,695 Ordinary Shares. This represents 32.85% of the Ordinary Shares in
issue. AIH's completed TR-1 form has been released separately.

Patrick Sacco and Kieran Daly are both Non-Executive Directors of Gemfields.
Mr Sacco is Executive Chairman of, and holds an indirect interest in AIH, and
Mr Daly is Managing Director of AIH. As noted at the time of his appointment,
Mr Sacco is deemed to have an indirect interest in AIH's entire legal holding
in Gemfields.

Rational Expectations (Pty) Limited ("Rational") Shareholdings

Gemfields received formal notification on 19 June 2025 from Rational
Expectations (Pty) Limited ("Rational") and associated related parties,
referred to within the TR-1 disclosure as Rozendal & Associates Holding
Limited, that it held 156,434,855 Ordinary Shares in the Company prior to the
Rights Issue. The Rights for these shares were taken up and alongside the
associated allocation of shares through the terms of their Underwriting
Agreement with Gemfields, Rational now holds 268,619,428 Ordinary Shares. This
represents 15.58 per cent of the Ordinary Shares in issue. Rational's
completed TR-1 form has been released separately.

In alignment with the disclosure within the Rights Issue Prospectus, Rational
together with all concert parties, held 180,896,490 Ordinary Shares in the
Company prior to the Rights Issue. From the completion of the Rights Issue,
Rational and all concert parties hold 301,073,376 Ordinary Shares. This
represents 17.46 per cent of the Ordinary Shares in issue.

Directors Shareholding Notification of Transaction Disclosures

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Sean Gilbertson

 2    Reason for the notification

 a)   Position/status                                              CEO / Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     ZAR1.06860        1,785,714

 d)   Aggregated information

      - Aggregated volume                                          1,785,714

      - Price                                                      ZAR1.06860
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     Johannesburg Stock Exchange

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:  ZAR1,908,213.98
 Nature of interest:          Direct Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Sean Gilbertson

 2    Reason for the notification

 a)   Position/status                                              CEO / Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     4.22 pence        6,570,632

 d)   Aggregated information

      - Aggregated volume                                          6,570,632

      - Price                                                      4.22 pence
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     AIM

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:  GBP277,2803.67
 Nature of interest:          Direct Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Sean Gilbertson

 2    Reason for the notification

 a)   Position/status                                              CEO / Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     4.22 pence        14,626,477

 d)   Aggregated information

      - Aggregated volume                                          14,626,477

      - Price                                                      4.22 pence
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     AIM

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:           GBP617,237.33
 Nature of transaction and associate:  The Rights in the Rights Issue were taken up by the Brian Patrick Gilbertson
                                       Discretionary Settlement, a family trust of which Sean Gilbertson is a
                                       beneficiary.
 Nature of interest:                   Indirect Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         David Lovett

 2    Reason for the notification

 a)   Position/status                                              CFO / Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     ZAR1.06860        20,000

 d)   Aggregated information

      - Aggregated volume                                          20,000

      - Price                                                      ZAR1.06860
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     Johannesburg Stock Exchange

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:  ZAR21,372.00
 Nature of interest:          Direct Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         David Lovett

 2    Reason for the notification

 a)   Position/status                                              CFO / Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     4.22 pence        666,666

 d)   Aggregated information

      - Aggregated volume                                          666,666

      - Price                                                      4.22 pence
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     AIM

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:           GBP28,133.31
 Nature of transaction and associate:  The Rights in the Rights Issue were taken up by Rosie Lovett, spouse of David
                                       Lovett.
 Nature of interest:                   Indirect Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Kwape Mmela

 2    Reason for the notification

 a)   Position/status                                              Lead Independent Non-Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     ZAR1.06860        3,964,445

 d)   Aggregated information

      - Aggregated volume                                          3,964,445

      - Price                                                      ZAR1.06860
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     Johannesburg Stock Exchange

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:           ZAR4,236,405.93
 Nature of transaction and associate:  The Rights in the Rights Issue were taken up by Hlamogolo Capital (Pty) Ltd, a
                                       fund Mr Mmela has an indirect interest in.
 Nature of interest:                   Indirect Beneficial

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name                                                         Patrick Sacco

 2    Reason for the notification

 a)   Position/status                                              Non-Executive Director

 b)   Initial notification /Amendment                              Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Gemfields Group Limited

 b)   LEI                                                          21380017GAVXTCYS5R31

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  Ordinary Shares of USD0.00001 each

      Identification code                                          ISIN: GG00BG0KTL52

 b)   Nature of the transaction                                    Taking up of Rights in Rights Issue by AIH and shares purchased of shares

                                                            underwritten relating to the Rights Issue. Mr Sacco is Executive Chairman of,
                                                                   and holds an indirect interest in, AIH. Mr Sacco is therefore deemed to have
                                                                   an indirect interest in AIH's entire legal holding in Gemfields.
 c)   Price(s) and volume(s)

                                                                                         Price(s)              Volume(s)
                                                                                         4.22 pence            225,990,574

 d)   Aggregated information

      - Aggregated volume                                          225,990,574

      - Price                                                      4.22 pence
 e)   Date of the transaction                                      13 June 2025

 f)   Place of the transaction                                     AIM

 

In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the
following additional information is disclosed:

 Total value of transaction:           GBP9,536,802.22
 Nature of transaction and associate:  The Rights in the Rights Issue and the Underwritten proportion were taken up
                                       by Assore International Holdings Limited, in which Mr Sacco holds an indirect
                                       interest.
 Nature of interest:                   Indirect Beneficial

 

Clearance was obtained for the above dealings in securities.

 

-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 LIMITED 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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