AIM Rule 26

Website last updated on 18 May 2023 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 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, advancing the wider group’s “mine and market” vision.

Gemfields has developed a proprietary grading system and a pioneering auction and trading platform to provide a consistent supply of coloured gemstones to downstream markets, a key component of Gemfields’ business model and has played an important role in the growth of the global coloured gemstone sector.

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

* Admission commenced 14 February 2020.

Number of securities in issue

As at 15 May 2023, the Company’s issued share capital consist of 1,218,586,612 Ordinary Shares with a nominal value of USD0.0001 per share.

The Company’s interest in its own shares is Nil shares as at 15 May 2023.

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 15 May 2023 is 31.01%.

For details of significant shareholders, please 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

1 The Rational Expectations holding includes interests held by Rational Expectations (Pty) Ltd, Afrika Avontuur Kapitaal (Pty) Ltd, Rozendal & Associates Holdings Limited, Potdrie (Pty) Ltd, Groenpunt Kapitaal Ltd and Beaucourt Holdings (Pty) Ltd

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

3 Fidelity International hold an additional interest in GGL through a Contract for Difference (CFD) over 831,281 shares, totalling a further 0.07%.

Last updated on 18 May 2023

Company Announcements

Please click here for Company announcements

Admission documents and circulars

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

On 31 October 2022, the Company distributed a circular to Shareholders containing a notice of extraordinary general meeting (“EGM”) to be held on Wednesday, 30 November 2022 at 14:00 (GMT)/ 16:00 (South African Standard Time) for the purpose of considering and, if deemed fit, passing with or without modification, the resolutions required to approve the Share Buy-Back. The EGM will be held at Gemfields’ office at 1 Cathedral Piazza, London, SW1E 5BP.

Please click here for a copy of the circular, notice of EGM and proxy forms for the JSE and AIM. They may also be obtained from the registered office of Gemfields during normal hours from Monday, 31 October 2022 to Wednesday, 30 November 2022.

Corporate Governance Code

As a result of the Company’s listing on the JSE, 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 17 March 2022. 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), Mary Reilly 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); Mary Reilly 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 Carel Malan. 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
1 Bartholomew Close
London
EC1A 7BL
United Kingdom

Joint Broker (AIM)

Liberum
25 Ropemaker Street
London
EC2Y 9LY

JSE Sponsor

Investec Bank Limited
100 Grayston Drive
Sandton
2196
South Africa