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GEMFIELDS:  124   +10 (+8.77%)  20/06/2025 19:00

GEMFIELDS GROUP LIMITED - Notification of major holdings, Directors and their associates shareholdings

Release Date: 20/06/2025 08:00
Code(s): GML     PDF:  
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Notification of major holdings, Directors’ and their associates’ shareholdings

Gemfields Group Limited
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              Initial Notification
       /Amendment

 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     Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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




Gemfields Group Limited                                                             Page 3 of 13
 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             Initial Notification
      /Amendment

 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     Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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           Initial Notification
      /Amendment

 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   Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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              Initial Notification
      /Amendment

 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     Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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             Initial Notification
      /Amendment

 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      Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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             Initial Notification
      /Amendment

 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     Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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              Initial Notification
      /Amendment

 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      Ordinary Shares of USD0.00001 each
      instrument, type of
      instrument

      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




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




                                           ENQUIRIES




 GEMFIELDS                         Sean Gilbertson / David Lovett / Ian Hughes
                                   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,                   Helena Choudhury / Albertina Namburete
 GEMFIELDS HEAD OFFICE,            helena.choudhury@gemfields.com / albertina.namburete@gemfields.com
 LONDON




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 | INVESTORS |FOUNDATION

                          INSTAGRAM | FACEBOOK | X | YOUTUBE




                                       FABERGÉ

               FABERGÉ.COM | INSTAGRAM | FACEBOOK | X | YOUTUBE




                             KAGEM MINING LIMITED LINKEDIN

                            MONTEPUEZ RUBY MINING LINKEDIN





Date: 20-06-2025 08:00:00
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