REG - Gemfields Group Ltd - GGL Award of 2025 LTIP

GemfieldsAnnouncement

30/09/2025 07:00

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RNS Number : 3039B  Gemfields Group Limited  30 September 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 "Company")

 

Grant of performance share awards under Long Term Incentive Plan and PDMR
dealings

LONDON, 30 SEPTEMBER 2025

Shareholders are advised that the Company has awarded a total of 48,853,247
performance shares in the form of nominal cost options ("Performance Shares")
under the Gemfields Group Limited Long Term Incentive Plan 2023 ("LTIP") to
two Executive Directors and a number of senior employees including persons
discharging managerial responsibilities ("PDMRs"). The Performance Shares
equate to 2.83% of the issued share capital in aggregate.

The vesting of the Performance Shares is conditional on meeting performance
conditions measured over a three-year period as described below. If the
performance conditions are met, the awards will vest on the third anniversary
of grant and are subject to a two-year post-vesting holding period and to
conventional malus and clawback provisions.

The LTIP was approved by shareholders at the Company's AGM on 27 June 2023.
Prior to today's award, 11,823,851 performance shares, also subject to
performance conditions, were granted on 25 August 2023 with a performance
period spanning 1 January 2023 to 31 December 2025 (the "2023 Award"). The
2023 Award required a total shareholder return of at least 10% per annum
before any vesting of 50% of the performance shares occurred and had a base
price of USDc 19.40 cents per share (then GBP 16.03 pence per share). The 2023
Award also required, before any vesting of the other 50% of the performance
shares occurred, cumulative adjusted earnings per share over the performance
period of at least USDc 0.09 cents per share (2023 AEPS was USD 1.3 cents per
share; 2024 AEPS was USD (1.8) cents loss per share and 2025 H1 AEPS was USDc
(1.5) cents loss per share).

 

Performance conditions

These performance conditions will be measured from 1 July 2025 to 30 June 2028
(the "Performance Measurement Period").

1. Cumulative Adjusted Earnings Per Share ("AEPS") Target

Up to 50% of the total Performance Shares will vest dependent upon the
achievement of a cumulative AEPS target over the Performance Measurement
Period, determined as follows:

 Cumulative AEPS for the three years to 30 June 2028  % of Shares subject to the AEPS Target Vesting (1)
 Below USD 0.048                                      No vesting
 USD 0.048                                            25%
 USD 0.06 or higher                                   100%

(1) Straight line vesting for AEPS between USD0.048-USD0.06.

AEPS is defined as Headline Earnings Per Share adjusted for unrealised fair
value gains and losses. Any adjustments made to the AEPS target for the
purposes of the performance condition shall be applied at the sole discretion
of the Remuneration Committee and may include, without limitation, charges for
share-based payments, the amortisation of acquired intangible assets and
extraordinary one-off items. Such adjustments will be applied on a transparent
and consistent basis.

2. Total Shareholder Return ("TSR") Target

Up to 50% of the total Performance Shares will vest dependent upon the
performance of the Company's TSR measured over the Performance Measurement
Period, determined as follows:

 Compound annual TSR growth for three-year period to 30 June 2028  % of Shares subject to the TSR Target Vesting (1)
 Below 8%                                                          No vesting
 8%                                                                25%
 12%                                                               100%

(1) Straight line vesting for compound average TSR growth between 8.0%-12.0%.

The base share price for this performance condition is USD 7.21 cents (ZAR
124.88 cents), being the volume weighted average price of the Company's shares
traded on AIM for the 30 trading days ("30 Day VWAP") immediately prior to the
start of the Performance Measurement Period of 5.34 pence translated into USD,
using the average exchange rate over the period of the 30 Day VWAP of USD 1.35
per GBP and ZAR 17.32 per USD.

This base will be compared with the TSR at the end of the performance period
on 30 June 2028, as calculated using the AIM 30 Day VWAP until 30 June 2028
translated into USD on the same basis as above, multiplied by one share plus
any additional shares or fraction of a share that could have been acquired by
re-investing any net dividends, using the AIM closing price on the ex-dividend
date applicable to each dividend, paid during the Performance Measurement
Period.

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                                              Chief Executive Officer / PDMR
 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                                    Grant of nominal cost options
 c)    Price(s) and volume(s)

                                                                                      Price(s)          Volume(s)
                                                                                      Nil               10,641,892

 d)    Aggregated information

       - Aggregated volume                                          10,641,892

       - Price                                                      Nil

 e)    Date of the transaction                                      29 September 2025
 f)    Place of the transaction                                     Off market transaction

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

 Total deemed valued of transaction:  ZAR15 324 324
 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                                              Chief Finance Officer / PDMR
 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                                    Grant of nominal cost options
 c)    Price(s) and volume(s)

                                                                                      Price(s)          Volume(s)
                                                                                      Nil               6,007,875

 d)    Aggregated information

       - Aggregated volume                                          6,007,875

       - Price                                                      Nil

 e)    Date of the transaction                                      29 September 2025
 f)    Place of the transaction                                     Off market transaction

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

 Total deemed valued of transaction:  ZAR8 651 340
 Nature of interest:                  Direct beneficial

 

 

 1     Details of the person discharging managerial responsibilities / person closely

     associated

 a)    Name                                                         Adrian Banks
 2     Reason for the notification

 a)    Position/status                                              PDMR
 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                                    Grant of nominal cost options
 c)    Price(s) and volume(s)

                                                                                      Price(s)          Volume(s)
                                                                                      Nil               4,466,663

 d)    Aggregated information

       - Aggregated volume                                          4,466,663

       - Price                                                      Nil

 e)    Date of the transaction                                      29 September 2025
 f)    Place of the transaction                                     Off market transaction

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

 Total deemed valued of transaction:  ZAR6 431 995
 Nature of interest:                  Direct beneficial

 

 

 

 

 1     Details of the person discharging managerial responsibilities / person closely

     associated

 a)    Name                                                         Kartikeya Parikshya
 2     Reason for the notification

 a)    Position/status                                              PDMR
 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                                    Grant of nominal cost options
 c)    Price(s) and volume(s)

                                                                                      Price(s)          Volume(s)
                                                                                      Nil               3,546,346

 d)    Aggregated information

       - Aggregated volume                                          3,546,346

       - Price                                                      Nil

 e)    Date of the transaction                                      29 September 2025
 f)    Place of the transaction                                     Off market transaction

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

 Total deemed valued of transaction:  ZAR5 106 738
 Nature of interest:                  Direct beneficial

 

 

 

 

 1     Details of the person discharging managerial responsibilities / person closely

     associated

 a)    Name                                                         CV Suresh
 2     Reason for the notification

 a)    Position/status                                              PDMR
 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                                    Grant of nominal cost options
 c)    Price(s) and volume(s)

                                                                                      Price(s)          Volume(s)
                                                                                      Nil               2,485,919

 d)    Aggregated information

       - Aggregated volume                                          2,485,919

       - Price                                                      Nil

 e)    Date of the transaction                                      29 September 2025
 f)    Place of the transaction                                     Off market transaction

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

 Total deemed valued of transaction:  ZAR3 579 723
 Nature of interest:                  Direct beneficial

 

 

 

 

 

Notification of a Transaction in terms of the JSE Listings Requirements

 Name                       Toby Hewitt
 Position/status            Company Secretary and General Counsel
 Nature of the transaction  Grant of nominal cost options
 Price(s) and volume(s)
                                        Price(s)    Volume(s)
                                        Nil         2,237,327

 Date of the transaction    29 September 2025
 Nature of interest         Direct Beneficial
 Place of the transaction   Off market transaction

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

 Total deemed valued of transaction:  ZAR3 221 751
 Nature of interest:                  Direct Beneficial

 

Clearance was obtained for the above dealings in securities.

*Deemed transaction value was calculated using the closing price of ZAR1.44 on
the JSE Limited on 26 September 2025.

 

 

-ENDS-

 

Further information on Gemfields Group Limited can be found at:

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

 

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

 

For any press enquiries please contact us on:
gemfields@camarco.co.uk (mailto:gemfields@camarco.co.uk)

 

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 / Heinrich Richter

                                   ir@gemfields.com (mailto:ir@gemfields.com)

T:  +44(0) 20 7518 3400
 SPONSOR (JSE)                     Investec Bank Limited
 NOMINATED ADVISER                 Panmure Liberum

(AIM) & JOINT BROKER             Scott Mathieson / Amrit Mahbubani / John More
                                   T: +44(0) 20 3100 2222
 GEMFIELDS HEAD OFFICE PR, 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 miner and marketer of coloured gemstones.
Gemfields is the operator and 75% owner of both the Kagem emerald mine in
Zambia and the Montepuez ruby mine in Mozambique. In addition, Gemfields also
holds controlling interests in various other gemstone mining and prospecting
licences in Zambia, Mozambique, Ethiopia and Madagascar.

 

Gemfields has developed a proprietary grading system and a pioneering auction
and trading 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://twitter.com/GemfieldsLtd?lang=en) | YOUTUBE
(https://www.youtube.com/channel/UCArCE0JFtakTP-tHq6v0KVg)

 

 

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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