RNS Number : 0039V
AIM
21 May 2008
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Gemfields Resources plc. (subject to shareholder approval, the Company's name
will change to Gemfields plc. on re-admission)
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
(INCLUDING POSTCODES) :
Registered Office
Tenth Floor
Beaufort House
15 St Botolph Street
London EC3A 7EE
Trading Address
1 Berkeley Street
London
W1J 8DJ
COUNTRY OF INCORPORATION:
England and Wales with registered number 05129023
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
www.gemfields.co.uk
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS
SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:
Gemfields Resources was incorporated in England and Wales with registered
number 05129023 on 14 May 2004. Gemfields is an exploration and mining
company with its main operations in Zambia. The Company has been actively
involved in exploring opportunities in the gemstone sector in Zambia since
2000 and its strategy is to become a leading integrated company involved in
the exploration, mining, processing, marketing and sales of coloured
gemstones on an international scale.
Upon successful completion of the transaction, Gemfields' assets will
comprise the Kagem Emerald Mine and 17 licences which cover an area of
1,344.17km2 in Zambia.
In addition the Company will have the option to purchase Oriental Mining the
holder of 15 licences in the Antananarivo, Fianarantsoa and Toliara provinces
of Madagascar covering rubies, sapphires and emeralds, as well as garnets and
tourmalines.
The Company has conditionally acquired an option to enter into a 15 year
worldwide and exclusive licence with FabergLimited to
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares,
nominal value and issue price to which it seeks admission and the number and
type to be held as treasury shares):
Number of New Ordinary Shares at 1p each:
-Existing Ordinary Shares 104,575,733
-Consideration Shares: 137,910,340
-Placing Shares: 66,666,667 at issued price of 45p
Total 309,152,740
CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
CAPITALISATION ON ADMISSION:
Capital raised on Admission:
£30 million
Market Capitalisation of the Company on Admission at the Issue Price of 45p:
£139.12 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
59.2%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
(OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
None
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
first name by which each is known or including any other name by which each
is known):
Graham Edward Mascall Non Executive Chairman
Rajiv Ramlal Gupta Executive Vice-Chairman,
Geoffrey Clive Newall Non- Executive Director
Richard Paul James Chief Financial Officer
Sean Thomas Gilbertson Chief Executive Officer (Proposed)
Finn Stuart Behnken Non- Executive Director(Proposed)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE
ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any other name by which each
is known):
Pre-Admission Post Admission
Rox (Pallinghurst) Nil 56.3%
Deutsche Bank 12.88% 5.44%
Matterhorn Investment Management2 12.55% 4.86%
CA Fiduciary Services Limited1 8.5% 2.88%
Capital Research and Management Company3 6.52% 3.28%
Credit Suisse Securities 5.08% 1.72%
Fidelity International 4.86% 1.64%
Pictet & Cie4 3.23% 1.09%
1 CA Fiduciary Services Limited hold the legal title to these shares as trustee of The
Tavistock Trust. Rajiv Gupta
is the beneficial owner of the shares.
2 Goldman Sachs Securities (Nominees) Limited hold the legal title to these shares on
behalf of the beneficial owner,
Matterhorn Investment Management LLP.
3 State Street Nominees Limited hold the legal title to these shares on behalf of the
beneficial owner, Capita
Research and Management Company.
4 Euroclear Nominees hold the legal title to these shares on behalf of the beneficial
owner, PICTET & CIE.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE
AIM RULES:
The following payments aggregating over £10,000 have been made by the Group (or on
behalf
of it) to a government or regulatory authority or similar body with regard to the
acquisition of,
or maintenance of, its assets:
1) a payment totalling $38,412 (K152,880,954) on 11 April 2007 to the Zambia Revenue
Authority in connection with royalty payments; and
2) a payment totalling $51,406 (K212,796,000) on 20 April 2007 to the Zambia Revenue
Authority in connection with royalty payments.
The following payments aggregating over £10,000 have been made by the Target Group (or
on
behalf of it) to a government or regulatory authority or similar body with regard to
the
acquisition of, or maintenance of, its assets:
1) a payment totalling US$3,600,000, the final instalment of which was paid on
12th October 2007, to the Minister of Finance as representative of the Government of
the Republic of Zambia in connection with the acquisition by Hagura UK of an
additional 30 per cent. of the outstanding shares in Kagem pursuant to the
Privatisation
Agreement;
2) payment of US$1,600,000 on 21st November 2007 to the Minister of Finance as
representative of the Government of the Republic of Zambia in connection with the
acquisition of its anti-dilution and earn-out rights pursuant to the Privatisation
Agreement;
3) a payment of US$1,417,526 on 13 December 2007 to the Government of the Republic
of Zambia in connection with historical royalty liabilities; and
4) a payment of US$100,058 on 14 December 2007 to the Minister of Finance as
representative of the Government of the Republic of Zambia in connection with
historical
earn-out liabilities under the Privatisation Agreement.
1. ANTICIPATED ACCOUNTING REFERENCE DATE
2. DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN
PREPARED
3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18
AND 19:
4. 30 June
5. Target group 3 years ending 31 March 2007 and interims to 30 September 2007
(iii) 31 October 2008, 31 March 2009, 31 Dec 2009
EXPECTED ADMISSION DATE:
6 June 2008
NAME AND ADDRESS OF NOMINATED ADVISER:
Canaccord Adams Limited,
Cardinal Place, 7th Floor, 80 Victoria Street, London SW1E 5JL
NAME AND ADDRESS OF BROKER:
Canaccord Adams Limited,
Cardinal Place, 7th Floor, 80 Victoria Street
London
SW1E 5JL
JP Morgan Cazenove (Joint Broker)
20 Moorgate
London
ECR 6DA
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET
ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE
FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
The admission document contains full details about the Company and the admission of its
ordinary shares to AIM. The admission document
is available at the offices of Canaccord Adams Limited, 7th Floor, Cardinal Place, 80 Victoria
Street, London SW1E 5JL.
The document is also be available on the Company website at www.gemfields.co.uk
DATE OF NOTIFICATION:
21 May 2008
NEW/ UPDATE:
New
This information is provided by RNS
The company news service from the London Stock Exchange
END
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