REG - Gemfields Group Ltd - Result of EGM and JSE Finalisation Infomation

GemfieldsAnnouncement

19/05/2025 13:30

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RNS Number : 2523J  Gemfields Group Limited  19 May 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")

 

Results of Extraordinary General Meeting and Rights Issue JSE finalisation
information

LONDON, 19 MAY 2025

Shareholders are advised that an Extraordinary General Meeting ("EGM") was
held today, Monday 19 May 2025, in relation to  the issuance of 556,203,396
New Shares to raise approximately USD30 million by way of a fully underwritten
Rights Issue (the "Rights Issue"), as originally announced on 11 April 2025.

The ordinary and special resolutions were passed by the requisite majority of
shareholders, granting shareholder approval for the Rights Issue to proceed.

A Prospectus is therefore expected to be published tomorrow, Tuesday 20 May
2025 following receiving final regulatory approval from the Johannesburg Stock
Exchange ("JSE") and Financial Conduct Authority ("FCA").

Details of the voting results at the EGM are as follows:

 Total number of Ordinary Shares (with voting rights)                          1,168,027,130
 Total number of Ordinary Shares present/represented including proxies at the  894,829,807
 meeting (including shares abstained or withheld from voting)
 Percentage of Ordinary Shares represented at the meeting                      76.61%

 

 

 Resolution proposed                                                    For          Against      Abstain or withheld (1)
 Ordinary resolution 1:
 To approve the Rule 9 Waiver                                           341,401,126  31,895,350   521,533,331

                                                                        91.46%       8.54%
 Special resolution 1:
 To grant the Directors the authority to allot and issue New Shares in  862,681,012  32,089,075   59,720
 connection with the Proposed Rights Issue

                                                                        96.41%       3.59%
 Ordinary resolution 2:
 To approve the Underwriting Issue to the Underwriters                  772,277,589  122,330,588  221,630

                                                                        86.33%       13.67%

 

(1) Includes the votes from the Rights Issue's underwriting shareholders who
were precluded from voting on Ordinary Resolution 1.

JSE Finalisation information

All conditions precedent for the Rights Issue have been fulfilled. All
relevant dates relevant to finalisation are included in the 'Expected
timetable of events' section of this announcement.

 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 at the date of 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
 ((3))
 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 publication of the Circular sourced from Bloomberg: USD1.00 = GBP0.7726,
GBP1.00 = ZAR25.32117.

2.      No Shares are held in treasury

3.      On the basis that no further Shares are issued as a result of the
exercise of any options or vesting of awards under any Employee Share Schemes
between the date of this Announcement and the completion of the Rights Issue.

 

Expected timetable of events

The timetable in connection with the Rights Issue is set out below.

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 Rights Issue by       19 May 2025
 11:00 a.m. SAST or as soon as practicable thereafter
 Restrictions on transfers between UK Register and SA Register begin              Close of business on 20 May 2025
 Prospectus approved and made available on-the Company's website and the FCA's    20 May 2025
 National Storage Mechanism
 In South Africa: Last Day to Trade Existing Shares on the JSE to qualify to      22 May 2025
 participate in the Rights Issue (cum Rights)
 Despatch of Forms of Instruction to Qualifying South African Shareholders who    Close of business on 22 May 2025
 hold their Shares in certificated form
 Existing Shares marked "ex" by the Johannesburg Stock Exchange                   9:00 a.m. SAST on 23 May 2025
 Listing of Letters of Allocation commence on the JSE under Alpha code GMLN and   9:00 a.m. SAST on 23 May 2025
 ISIN:GG00BT3PBP61
 United Kingdom: Record date for entitlement under the Rights Issue for           6:00 p.m. London time on 27 May 2025
 Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders
 South Africa: Record date for entitlements under the Rights Issue for            27 May 2025
 Qualifying South African Shareholders
 Despatch of Provisional Allotment Letters (to Qualifying Non-CREST               28 May 2025
 Shareholders only) ((1))
 Prospectus printed and posted to all Qualifying Shareholders                     28 May 2025
 Qualifying South African Shareholders who hold their Shares in uncertificated    9:00 a.m. SAST on 28 May 2025
 form will have their accounts at their CSDP or broker automatically credited
 with their Letters of Allocation
 Qualifying South African Shareholders who hold their Shares in certificated      9:00 a.m. SAST on 28 May 2025
 form will have their Letters of Allocation credited to an account held with
 the SA Registrar
 Existing Shares marked "ex" by the London Stock Exchange                         8:00 a.m. London time on 29 May 2025
 Rights Issue opens                                                               29 May 2025
 Admission and dealings in New Shares, nil paid, commence on AIM                  29 May 2025
 Nil Paid Rights credited to stock accounts in CREST                              Post 8:00 a.m. London time on 29 May 2025

(Qualifying CREST Shareholders only)
 United Kingdom: Recommended latest time and date for requesting withdrawal of    4:30 p.m. London time on 5 June 2025
 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)
 United Kingdom: Latest time for depositing renounced Provisional Allotment       3:00 p.m. London time on 6 June 2025
 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)
 South Africa: In respect of Qualifying South African Shareholders who hold       9:00 a.m. SAST on 9 June 2025
 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
 South Africa: Last day to trade Letters of Allocation on the JSE to settle       9 June 2025
 trades by the closing date of the Rights Issue in order to participate in the
 Rights Issue
 Listing and trading of New Shares on the JSE dealings in New Shares on a         9:00 a.m. SAST on 10 June 2025
 deferred settlement basis commence
 United Kingdom: Latest time and date for splitting Provisional Allotment         3:00 p.m. London time on 10 June 2025
 Letters, nil or fully paid
 United Kingdom: Latest time and date for acceptance, payment in full and         11:00 a.m. London time on 12 June 2025
 registration or renunciation of Provisional Allotment Letters
 Rights Issue closes
 Record date for Letters of Allocation on the JSE                                 12 June 2025
 Restriction on transfers between UK Register and SA Register ends                Close of business on 12 June 2025
 CSDP/broker accounts credited with New Shares and debited with payments due in   13 June 2025
 respect of New Shares in uncertificated form
 United Kingdom and South Africa: Results of the Rights Issue announced ((2))     13 June 2025
 Listing and trading of New Shares on AIM                                         8:00 a.m. London time on 13 June 2025
 United Kingdom: New Shares credited to CREST stock accounts as soon as           8:00 a.m. London time on 13 June 2025
 possible after
 Expected despatch of definitive share certificates for the New Shares in         Within ten Business Days of AIM Admission
 certificated form

1.      The 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 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 Rights Issue will open two days post the record date to allow
for the distribution of the Prospectus, as is customary in the United Kingdom.

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 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 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.

 

 

-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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