REG - Gemfields Group Ltd Gemfields Group GEMN Gemfields Group GEMF - Results of Rights Issue

GemfieldsAnnouncement

13/06/2025 07:00

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RNS Number : 6835M  Gemfields Group Limited  13 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")

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.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE UK PROSPECTUS
REGULATION RULES OF THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AND DOES NOT
CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS
ANNOUNCEMENT NOR ANY PART OF IT SHOULD FORM THE BASIS OF OR BE RELIED ON IN
CONNECTION WITH OR ACT AS AN INDUCEMENT TO ENTER INTO ANY CONTRACT OR
COMMITMENT WHATSOEVER. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A
TERM OR CONDITION OF THE RIGHTS ISSUE. IN ORDER TO FULLY UNDERSTAND THE
POTENTIAL RISKS AND REWARDS ASSOCIATED WITH THE DECISION TO INVEST IN THE
SECURITIES, ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL
OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES
MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.
THE APPROVAL OF THE PROSPECTUS SHOULD NOT BE UNDERSTOOD AS AN ENDORSEMENT OF
THE SECURITIES OFFERED.

Results of Rights Issue

LONDON, 13 JUNE 2025

Gemfields is pleased to announce the outcome of its Rights Issue and issuance
of 556,203,396 New Shares to raise approximately USD30 million by way of a
fully underwritten Rights Issue as originally announced on 11 April 2025.

The Company received valid acceptances for 458,330,512 New Shares,
representing approximately 82.40% of the total number of New Shares that will
be issued pursuant to the Rights Issue. The remaining 97,872,884 New Shares
will be subscribed for by the Rights Issue's underwriters, with Assore
International Holdings Limited ("AIH") subscribing for 63,910,993 New Shares
and Rational Expectations (Pty) Ltd ("Rational") for  33,961,891 New Shares,
beyond their pro-rata holding.

It is expected that the fully paid New Shares will be admitted to trading on
AIM and that trading will commence at 08:00am (London time) this morning, 13
June 2025.

Uncertificated New Shares are expected to be credited to CREST stock accounts
as soon as possible after admission to trading and definitive share
certificates for the New Shares in certificated form will be despatched within
ten Business Days of AIM Admission.

CSDP or broker accounts of Qualifying South African Shareholders (or their
renouncees), who hold their Shares in Dematerialised form, will be credited
with New Shares at 09:00 (SAST) today, Friday, 13 June 2025.

CSDP or broker accounts of Qualifying South African Shareholders (or their
renouncees), who hold their Shares in certificated form, that provided their
account details and did not elect the option to "rematerialise" their New
Shares as outlined in the Form of Instruction, will be credited with the New
Shares at 09:00 (SAST) today, Friday, 13 June 2025. The New Shares of
Qualifying South African Shareholders (or their renouncees) that failed to
provide their CSDP or broker accounts as required in terms of the Form of
Instruction and the Prospectus, will be held by the SA Registrar on their
behalf pending confirmation of such account details.

The Documents of Title in respect of New Shares of Qualifying South African
Shareholders (or their renouncees), who hold their Shares in certificated
form, that validly elected the option to "rematerialise" their New Shares as
outlined in the Form of Instruction, will be posted to such Qualifying South
African Shareholders (or their renouncees) as soon as possible from today,
Friday, 13 June 2025.

No excess applications were allowed.

Total Voting Rights

Following AIM Admission, the total issued share capital of Gemfields Group
Limited shall be 1,724,230,526 Ordinary Shares. Each Ordinary Share carries
the right to one vote. Accordingly, the Company has 1,724,230,526 total voting
rights in issue and this figure may be used by shareholders as the denominator
for the calculations by which they can determine whether they are required to
notify their interests in, or a change to their interest in the Company.

Should any shareholders be required to notify Gemfields of a change in their
interest following the completion of the Rights Issue and share issuance,
please contact ir@gemfields.com (mailto:ir@gemfields.com) .

Unless the context requires otherwise, capitalised terms used but not
otherwise defined in this announcement shall have the meanings set out in the
Prospectus, which is available on the Company's website at:
www.gemfieldsgroup.com/proposed-rights-issue-2025
(http://www.gemfieldsgroup.com/proposed-rights-issue-2025) .

 

Summary of Rights Issue

 Event Type                                                                      Rights Issue
 Basis of Rights Issue                                                           10 New Shares for every 21 Existing Shares
 Price per New Share ((1))                                                       4.22 pence or ZAR1.06860
 Number of Shares in issue immediately prior to this announcement ((2))          1,168,027,130
 Number of New Shares to be issued by Gemfields pursuant to the Rights Issue     556,203,396
 Number of Shares in issue immediately following completion of the Rights Issue  1,724,230,526
 Gross proceeds of the Rights Issue                                              USD30,000,000

1.      Based on the following spot exchange rates as at the close of
business on 10 April 2025, being the last Business Day prior to the date of
the publicationof the Circular sourced from Bloomberg: USD1.00 = GBP0.7726,
GBP1.00 = ZAR25.32117.

2.      No Shares are held in treasury

 

-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)

 

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").

 

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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