Results of Extraordinary General Meeting and Rights Issue JSE finalisation information
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
Shareholder Approval
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”).
EGM Voting Results Summary
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 from voting): 894,829,807
- Percentage of Ordinary Shares represented at the meeting: 76.61%
Voting Results by Resolution
| Resolution proposed | For | Against | Abstain or withheld |
|---|---|---|---|
| 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 connection with the Proposed Rights Issue | 862,681,012 | 32,089,075 | 59,720 |
| 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
Rights Issue Summary:
| 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 (3) | 1,724,230,526 |
| Gross proceeds of the Rights Issue | USD30,000,000 |
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.
No Shares are held in treasury
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
Indicative Dates for the Rights Issue
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 11:00 a.m. SAST or as soon as practicable thereafter: 19 May 2025
- 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 National Storage Mechanism: 20 May 2025
- South Africa: Last Day to Trade Existing Shares on the JSE to qualify to participate in the Rights Issue (cum Rights): 22 May 2025
- Despatch of Forms of Instruction to Qualifying South African Shareholders who hold their Shares in certificated form: Close of business on 22 May 2025
- 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 ISIN: GG00BT3PBP61: 9:00 a.m. SAST on 23 May 2025
- United Kingdom: Record date for entitlement under the Rights Issue for Qualifying CREST Shareholders and Qualifying Non-CREST Shareholders: 6:00 p.m. London time on 27 May 2025
- South Africa: Record date for entitlements under the Rights Issue for Qualifying South African Shareholders: 27 May 2025
- Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) (1): 28 May 2025
- Prospectus printed and posted to all Qualifying Shareholders: 28 May 2025
- Qualifying South African Shareholders who hold their Shares in uncertificated form will have their accounts at their CSDP or broker automatically credited with their Letters of Allocation: 9:00 a.m. SAST on 28 May 2025
- Qualifying South African Shareholders who hold their Shares in certificated form will have their Letters of Allocation credited to an account held with the SA Registrar: 9:00 a.m. SAST on 28 May 2025
- 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 (Qualifying CREST Shareholders only): Post 8:00 a.m. London time on 29 May 2025
- UK: Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST: 4:30 p.m. London time on 5 June 2025
- UK: Latest time for depositing renounced Provisional Allotment Letters, nil or fully paid, into CREST or for dematerialising into CREST: 3:00 p.m. London time on 6 June 2025
- South Africa: Certificated shareholders latest time and date to submit Form of Instruction to SA Registrar: 9:00 a.m. SAST on 9 June 2025
- South Africa: Last day to trade Letters of Allocation on the JSE: 9 June 2025
- Listing and trading of New Shares on the JSE (deferred settlement basis): 9:00 a.m. SAST on 10 June 2025
- UK: Latest time and date for splitting Provisional Allotment Letters: 3:00 p.m. London time on 10 June 2025
- UK: Latest time and date for acceptance, payment, and registration or renunciation of Provisional Allotment Letters: 11:00 a.m. London time on 12 June 2025
- Rights Issue closes: 12 June 2025
- Record date for Letters of Allocation on the JSE: 12 June 2025
- Restriction on transfers between UK and SA Register ends: Close of business on 12 June 2025
- CSDP/broker accounts credited with New Shares and debited with payments due: 13 June 2025
- Results of the Rights Issue announced (UK and SA): 13 June 2025
- Listing and trading of New Shares on AIM: 8:00 a.m. London time on 13 June 2025
- UK: New Shares credited to CREST accounts: Post 8:00 a.m. London time on 13 June 2025
- Expected despatch of definitive share certificates: Within ten Business Days of AIM Admission
Notes on the Timetable:
- Rights Issue restrictions apply to shareholders in Excluded Territories (details in the Prospectus).
- Results announced via RIS and SENS on 13 June 2025.
- Timetable may be adjusted by Gemfields in consultation with Panmure Liberum.
- Time references are to London or SAST time, as applicable.
- Rights Issue opens two days post-record date (UK standard practice).
- No excess applications allowed.
- Fractional entitlements will be rounded up or down.
- South African uncertificated shareholders must follow CSDP/broker agreements.
- SA Shareholders with certificated Shares will get a Form of Instruction.
- No rematerialisation/dematerialisation between 9–12 June 2025.
About 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.
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