Wrap Text
Publication of Prospectus and Launch of Rights Issue for 10 new shares for every 21 existing shares
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")
PUBLICATION OF PROSPECTUS AND LAUNCH OF RIGHTS ISSUE FOR 10 NEW SHARES FOR EVERY 21 EXISTING SHARES
AT 4.22 PENCE OR ZAR1.06860 PER NEW SHARE
LONDON, 20 MAY 2025
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 ONCE
PUBLISHED. THE APPROVAL OF THE PROSPECTUS SHOULD NOT BE
UNDERSTOOD AS AN ENDORSEMENT OF THE SECURITIES OFFERED.
Publication of Prospectus
Gemfields is pleased to announce the publication of a Prospectus 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 Prospectus has received regulatory approval from the Johannesburg Stock Exchange ("JSE")
and the Financial Conduct Authority ("FCA"), and the publication follows the Company receiving
shareholder approval for the Rights Issues' required resolutions at an Extraordinary General
Meeting held yesterday (Monday 19 May 2025).
The Prospectus and associated documents will shortly be made available on the Group's website
at: www.gemfieldsgroup.com/proposed-rights-issue-2025/, and will be printed and posted to all
Qualifying Shareholders on 28 May 2025.
A copy of the Prospectus will also be submitted to the National Storage Mechanism and shortly
be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
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 2025
(Qualifying CREST Shareholders only)
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
Notes:
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.
Should you wish to ask a question on the Prospectus, Rights Issue or its timetable, please contact
ir@gemfields.com.
-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 LINKEDIN
MONTEPUEZ RUBY MINING LINKEDIN
Date: 20-05-2025 01:00:00
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