Results of Rights Issue
Gemfields is pleased to announce the outcome of its Rights Issue and issuance of 556,203,396 New Shares to raise approximately USD30 million by way of a fully underwritten Rights Issue as originally announced on 11 April 2025. The Company received valid acceptances for 458,330,512 New Shares, representing approximately 82.40% of the total number of New Shares that will be issued pursuant to the Rights Issue
Underwriter Subscription
The remaining 97,872,884 New Shares will be subscribed for by the Rights Issue’s underwriters, with Assore International Holdings Limited (“AIH”) subscribing for 63,910,993 New Shares and Rational Expectations (Pty) Ltd (“Rational”) for 33,961,891 New Shares, beyond their pro-rata holding.
Admission and Trading of New Shares
It is expected that the fully paid New Shares will be admitted to trading on AIM and that trading will commence at 08:00am (London time) this morning, 13 June 2025.
CREST Stock Account Credits
Uncertificated New Shares are expected to be credited to CREST stock accounts as soon as possible after admission to trading and definitive share certificates for the New Shares in certificated form will be despatched within ten Business Days of AIM Admission.
South African Shareholders – Dematerialised Form
CSDP or broker accounts of Qualifying South African Shareholders (or their renouncees), who hold their Shares in Dematerialised form, will be credited with New Shares at 09:00 (SAST) today, Friday, 13 June 2025.
South African Shareholders – Certificated Form (Non-Rematerialised)
CSDP or broker accounts of Qualifying South African Shareholders (or their renouncees), who hold their Shares in certificated form, that provided their account details and did not elect the option to “rematerialise” their New Shares as outlined in the Form of Instruction, will be credited with the New Shares at 09:00 (SAST) today, Friday, 13 June 2025. The New Shares of Qualifying South African Shareholders (or their renouncees) that failed to provide their CSDP or broker accounts as required in terms of the Form of Instruction and the Prospectus, will be held by the SA Registrar on their behalf pending confirmation of such account details.
South African Shareholders – Certificated Form (Rematerialised)
The Documents of Title in respect of New Shares of Qualifying South African Shareholders (or their renouncees), who hold their Shares in certificated form, that validly elected the option to “rematerialise” their New Shares as outlined in the Form of Instruction, will be posted to such Qualifying South African Shareholders (or their renouncees) as soon as possible from today, Friday, 13 June 2025.
Excess Applications
No excess applications were allowed.
Total Voting Rights
Post-Admission Share Capital
Following AIM Admission, the total issued share capital of Gemfields Group Limited shall be 1,724,230,526 Ordinary Shares. Each Ordinary Share carries the right to one vote. Accordingly, the Company has 1,724,230,526 total voting rights in issue and this figure may be used by shareholders as the denominator for the calculations by which they can determine whether they are required to notify their interests in, or a change to their interest in the Company.
| 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 immediately prior to 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 |
| 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
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.
Fabergé Ownership
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.
Should any shareholders be required to notify Gemfields of a change in their interest following the completion of the Rights Issue and share issuance, please contact ir@gemfields.com.
Unless the context requires otherwise, capitalised terms used but not otherwise defined in this announcement shall have the meanings set out in the Prospectus, which is available on the Company’s website at: www.gemfieldsgroup.com/proposed-rights-issue-2025.
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