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Results of Extraordinary General Meeting and Rights Issue JSE finalisation information
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")
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 meeting (including shares abstained or withheld 894,829,807
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 862,681,012 32,089,075 59,720
issue New Shares in connection with the Proposed
Rights Issue 96.41% 3.59%
Ordinary resolution 2:
To approve the Underwriting Issue to the 772,277,589 122,330,588 221,630
Underwriters
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 1,168,027,130
Announcement (2)
Number of New Shares to be issued by Gemfields 556,203,396
pursuant to the Rights Issue
Number of Shares in issue immediately following 1,724,230,526
completion of the Rights Issue (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 19 May 2025
Rights Issue by 11:00 a.m. SAST or as soon as
practicable thereafter
Restrictions on transfers between UK Register and SA Close of business on 20 May 2025
Register begin
Prospectus approved and made available on-the 20 May 2025
Company's website and the FCA's National Storage
Mechanism
In South Africa: Last Day to Trade Existing Shares on 22 May 2025
the JSE to qualify to participate in the Rights Issue (cum
Rights)
Despatch of Forms of Instruction to Qualifying South Close of business on 22 May 2025
African Shareholders who hold their Shares in
certificated form
Existing Shares marked "ex" by the Johannesburg Stock 9:00 a.m. SAST on 23 May 2025
Exchange
Listing of Letters of Allocation commence on the JSE 9:00 a.m. SAST on 23 May 2025
under Alpha code GMLN and ISIN:GG00BT3PBP61
United Kingdom: Record date for entitlement under the 6:00 p.m. London time on 27 May 2025
Rights Issue for Qualifying CREST Shareholders and
Qualifying Non-CREST Shareholders
South Africa: Record date for entitlements under the 27 May 2025
Rights Issue for Qualifying South African Shareholders
Despatch of Provisional Allotment Letters (to Qualifying 28 May 2025
Non-CREST Shareholders only) (1)
Prospectus printed and posted to all Qualifying 28 May 2025
Shareholders
Qualifying South African Shareholders who hold their 9:00 a.m. SAST on 28 May 2025
Shares in uncertificated form will have their accounts at
their CSDP or broker automatically credited with their
Letters of Allocation
Qualifying South African Shareholders who hold their 9:00 a.m. SAST on 28 May 2025
Shares in certificated form will have their Letters of
Allocation credited to an account held with the SA
Registrar
Existing Shares marked "ex" by the London Stock 8:00 a.m. London time on 29 May 2025
Exchange
Rights Issue opens 29 May 2025
Admission and dealings in New Shares, nil paid, 29 May 2025
commence on AIM
Nil Paid Rights credited to stock accounts in CREST Post 8:00 a.m. London time on 29 May
(Qualifying CREST Shareholders only) 2025
United Kingdom: Recommended latest time and date for 4:30 p.m. London time on 5 June 2025
requesting withdrawal of 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 3:00 p.m. London time on 6 June 2025
Provisional Allotment 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 9:00 a.m. SAST on 9 June 2025
Shareholders who hold 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 9 June 2025
the JSE to settle 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 9:00 a.m. SAST on 10 June 2025
New Shares on a deferred settlement basis commence
United Kingdom: Latest time and date for splitting 3:00 p.m. London time on 10 June 2025
Provisional Allotment Letters, nil or fully paid
United Kingdom: Latest time and date for acceptance, 11:00 a.m. London time on 12 June 2025
payment in full and 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 Close of business on 12 June 2025
Register ends
CSDP/broker accounts credited with New Shares and 13 June 2025
debited with payments due in respect of New Shares in
uncertificated form
United Kingdom and South Africa: Results of the Rights 13 June 2025
Issue announced (2)
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 8:00 a.m. London time on 13 June 2025
accounts as soon as possible after
Expected despatch of definitive share certificates for the Within ten Business Days of AIM
New Shares in certificated form Admission
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
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, GEMFIELDS Helena Choudhury / Albertina Namburete
HEAD OFFICE, LONDON helena.choudhury@gemfields.com / 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 | INVESTORS |FOUNDATION
INSTAGRAM | FACEBOOK | X | YOUTUBE
FABERGÉ
FABERGÉ.COM | INSTAGRAM | FACEBOOK | X | YOUTUBE
KAGEM MINING LIMITED LINKEDIN
MONTEPUEZ RUBY MINING LINKEDIN
Date: 19-05-2025 02:31:00
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