At the Company’s AGM on 24 June 2020, more than 25% (53.74%) of the votes were cast against non-binding advisory vote number 1 (to endorse the Company’s Remuneration Policy) and more than 25% (47.84%) of the votes were cast against non-binding advisory vote number 2 (to endorse the Company’s Remuneration Implementation Report).
Further to the Company’s announcement on 28 April 2020, shareholders are advised that the Company has today de-listed from trading on the BSX.
Shareholders are advised that, at the Company’s Virtual Annual General Meeting (“VAGM”), held today Wednesday 24 June 2020, with the exception of Special Resolution 1, all of the remaining binding resolutions set out in the Notice of Annual General Meeting and proposed at the VAGM were passed by the requisite majority of shareholders.
As a consequence of the impact of the COVID-19 pandemic and the restrictions placed on physical public gatherings, the Annual General Meeting of shareholders of the Company will now be held electronically via a live interactive webcast, or Virtual Annual General Meeting (“VAGM”), as is permitted by the Company’s Articles of Incorporation.
In compliance with paragraph 3.83(b) of the JSE Listings Requirements, shareholders are advised that Gemfields has received formal notification from Rational Expectations (Pty) Ltd (“Rational”) on 10 June 2020, that Rational and related parties acquired a beneficial interest in the ordinary shares of the Company, such that the total beneficial interest in ordinary shares of the Company held by Rational is now 6.22% of the total issued shares of the Company. Following the acquisition, Rational held a total of 72,754,759 ordinary shares in the Company.
Shareholders are advised that the Company will de-list from trading on the BSX on Wednesday 1 July 2020. The reasons for the de-listing are that none of the Company’s issued shares have traded on the BSX to date and the BSX listing is no longer required now that the Company’s shares are admitted to trading on AIM.
Shareholders are informed that Gemfields’ Annual Report for the year ended 31 December 2019 (the “Annual Report”) is now available on the Gemfields website at www.gemfieldsgroup.com. The Financial Statements contained within the Annual Report contain no modifications to Gemfields’ Audited Annual Results for the year ended 31 December 2019 which were published on both SENS and RNS on 6 April 2020. The Financial Statements have been audited by the Company’s auditors, BDO LLP. Their audit opinion was not qualified but included a material uncertainty regarding the going concern assumption and a reference to the Directors’ disclosures on going concern.
The Company hereby provides a further update on mitigating actions taken in response to the COVID-19 pandemic. The impact of COVID-19 continues to evolve rapidly and it is not yet possible to predict the full extent of the impact on the Company’s operations and revenues. The wellbeing of Gemfields’ employees and host communities continues to remain the Company’s overriding priority and to guide actions undertaken by the Company to navigate the months ahead.
The turmoil stemming from COVID-19 patently represents one of the most serious challenges faced by many companies globally. Gemfields is no exception and a significant detrimental impact on its operations, revenues and business is inevitable during 2020 and possibly beyond.
Gemfields shareholders are advised that there will be a delay in the publication of the Company’s audited financial results for the year ended 31 December 2019 (“2019 Results”). The Company has been advised by its auditors BDO LLP (“BDO”) that, given the developments and prevailing circumstances surrounding COVID-19, the audit process in relation to the Board’s going concern assessment and associated disclosures requires more time in order for a conclusion to be reached.