AIM 26 Rule

Website last updated on 14 February 2020 in accordance with AIM Rule 26.

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.

Description of Business

Gemfields is a world-leading supplier of responsibly sourced, coloured gemstones. The Group is Africa-focussed and is the market leader in the mining, grading, marketing and selling of precious coloured gemstones. The Group’s key producing assets are located in Zambia (emerald and beryl) and Mozambique (rubies). The Kagem mine in Zambia is believed to be the world’s largest producing emerald mine and is estimated to account for more than one fifth of the world’s total production of emeralds. Similarly, the MRM ruby mine in Mozambique is recognised as the largest ruby producing mine in the world and the Group owns rights to additional concessions in the same region of Mozambique which provide exploration upside. The Group has a controlling 75% interest in both Kagem and MRM and is the operator of both assets.

Gemfields has developed a proprietary grading system for emeralds and rubies together with a pioneering auction platform so as to provide a consistent supply of coloured gemstones to downstream markets. In addition to the gemstone mining and production assets the Group also owns and operates the Fabergé brand, one of the world’s most recognisable luxury brands. Fabergé provides the Group with direct access to the coloured gemstone end-consumer and the brand is focussed on the promotion of the desirability of coloured gemstones through its jewellery, timepieces and objects.

Country of Incorporation and main country of operation

The Company was incorporated in Guernsey on 4 September 2007 as Pallinghurst Resources (Guernsey) Limited in accordance with Guernsey law. On 28 May 2009, the Company changed its name from Pallinghurst Resources (Guernsey) Limited to Pallinghurst Resources Limited. The Company’s name was changed to Gemfields Group Limited on 26 June 2018. The principal legislation under which the Company operates is The Companies (Guernsey) Law.

The Group’s key producing assets are located in Zambia (emerald and beryl) and Mozambique (rubies). In addition to the gemstone and mining and production assets the Group also owns and operates the Fabergé brand in the United Kingdom. The Group’s head office is based in London, United Kingdom.

Constitutional documents

Please click here for the Company’s Memorandum and Articles of Incorporation.

Details of any other exchanges or trading platforms

Gemfields Group Limited (“Gemfields” or the “Company”) is listed on the following stock exchanges:

Johannesburg Stock Exchange (“JSE”) – Ticker/Symbol: GML

Alternative Investment Market (“AIM”) * – Ticker/Symbol: GEM

Bermudan Stock Exchange (“BSX”) – Ticker/Symbol: GML.BH

* Admission commenced 14 February 2020.

Number of securities in issue

As at 14 February 2020, the Company’s issued share capital consist of 1,267,450,245 Ordinary Shares with a nominal value of USD0.0001 per share.

The Company’s interest in its own shares is 96,381,488 or 7.60% as at 14 February 2020.

In addition, the Company has 2 Management Shares in issue which are unlisted and hold a nominal value of USD1 each. Management Shareholders only receive their nominal value once the holders of Ordinary Shares have received the fair value of their shares.

The percentage of AIM securities that is not in public hands as at 14 February 2020 is 27.57%.

For details of significant shareholders, pleas click here.

Details of any restriction of the transfer of securities

There are no restrictions on the transfer of Ordinary Shares.

Financial Information

Please click here for financial reports

Significant Shareholders
Shareholders holding 5% or moreNumber of shares%
Dr Christo Wiese1160,388,40712.65
Fidelity International138,933,41910.96
Ophorst Van Marwijk Kooy Vermogensbeheer N.V.96,765,2697.63
Gemfields Group Limited296,381,4887.60
Oasis394,785,2187.48
Investec Asset Management71,372,0335.63
Old Mutual plc69,145,4575.46

1 Dr Wiese holds indirect interests in GGL shares via various entities, totalling 12.65%. In addition, certain shares are held by members of Dr Wiese’s immediate family, totalling a further 0.17%.

2 The Company’s interest in its own shares is 96,381,488 or 7.60%.

3 The Oasis shareholding includes interests held by Oasis Asset Management and Oasis Crescent Capital.

4 Shareholdings are accurate as at 17 January 2020, source: Nasdaq.

Last updated 14 February 2020.

Company Announcements

Please click here for Company announcements

Admission documents and circulars

Please click here for details of the Company’s admission document.

Corporate Governance Code

As a result of the Company’s listing on the JSE and the BSX, the Company has already adopted corporate governance practices and procedures and complies with South African corporate governance standards appropriate for it as a publicly listed company. The Company adheres to the JSE Listings Requirements and to the principles of King IV on a ‘‘comply or explain’’ basis. The Company’s King IV register was last updated on 22 March 2019 and last reviewed 31 December 2019. Please click here to view the Company’s King IV statement.

The names of the directors and biographical details

Please click here.

Board Committees and responsibilities

View the main Board members here.

The Company has in place an audit committee, a remuneration committee and a nomination committee with formally delegated duties and responsibilities and with written terms of reference.

The audit committee is made up of Carel Malan (chairman), Martin Tolcher and Lumkile Mondi. Its mandate is set out in its terms of reference and includes the following responsibilities:

(1) monitoring the accuracy and integrity of the Group’s financial and other reporting;

(2) monitoring the effectiveness of risk management processes and internal controls; and

(3) recommending the appointment of external auditors to shareholders on an annual basis.

The remuneration committee is made up of Kwape Mmela (chairman); Martin Tolcher and Lumkile Mondi. Its mandate is set out in its terms of reference and includes the following responsibilities:

(1) determining levels of remuneration for each member of the Board;

(2) determining levels of remuneration for senior members of management or staff; and

(3) monitoring and maintaining the Company’s remuneration policy.

The nomination committee is made up of Lumkile Mondi (chairman); Kwape Mmela and Martin Tolcher. The nomination committee assists the Board in setting and administering the Company’s Nomination and Succession Policy, and assists the board with, inter alia, reviewing the structure, size and composition of the Board on an ongoing basis, with the recommendation of any changes to the Board as necessary.

Rights of shareholders

Shareholder rights may be different to rights of shareholders in a UK incorporated company.

UK City Code on Takeovers and Mergers

The Company is subject to the UK City Code on Takeovers and Mergers.

Advisors

Nominated Advisor & Broker (AIM)

finnCap Limited
60 New Broad Street
London
EC2M 1JJ
United Kingdom

JSE Sponsor

Investec Bank Limited
100 Grayston Drive
Sandton
2196
South Africa

BSX Sponsor

Investec Bank Limited
100 Grayston Drive
Sandton
2196
South Africa