Disclosure of beneficial interests in securities

RNS Number : 2943V

Gemfields Group Limited

06 August 2020

 

GEMFIELDS GROUP LIMITED

(Incorporated in Guernsey)

(Guernsey registration Number: 47656)

(South African external company registration number 2009/012636/10)

Share code on JSE:GML  / AIM:GEM

  ISIN: GG00BG0KTL52  LEI: 21380017GAVXTCYS5R31

("Gemfields" or the "Company")

6 August 2020

Disclosure of beneficial interests in securities

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 5 August 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 7.05% of the total issued shares of the Company. Following the acquisition, Rational held a total of 82,371,221 ordinary shares in the Company.

Further information on Gemfields Group Limited can be found at www.gemfieldsgroup.com

To join our investor mailing list, contact us on: [e-mail]  

For any press enquiries please contact us on [e-mail]    

Enquiries:

Gemfields	Nominated Adviser (AIM) and Joint Broker
Sean Gilbertson / David Lovett / Mark Lawrie	finnCap
Tel: [phone]	Christopher Raggett / Tim Redfern / Edward Whiley
	Tel: [phone]
Sponsor (JSE)	Joint Broker
Investec Bank Limited	Liberum
	Clayton Bush / Scott Mathieson / Kane Collings
	Tel: [phone]
IR / Financial PR
Camarco
Gordon Poole / Jennifer Renwick / Nick Hennis
Tel: [phone]

Additional information on Gemfields

Gemfields is a world-leading supplier of responsibly sourced 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 licenses 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.

TR-1: S tandard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :			Gemfields Group Limited
1b. Please indicate if the issuer is a non-UK issuer ( please mark with an "X" if appropriate)
Non-UK issuer						X
2. Reason for the notification (please mark the appropriate box or boxes with an "X")
An acquisition or disposal of voting rights						X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligation iv
Name			Rational Expectations (Pty) Ltd
City and country of registered office (if applicable)			South Africa, Cape Town
4. Full name of shareholder(s) (if different from 3.) v
Name			Rational Expectations (Pty) Ltd Rozendal & Associates Holdings Limited Groenpunt Kapitaal Limited Afrika Avontuur Kapitaal (Pty) Ltd Afrika Avontuur Trust Potdrie (Pty) Ltd Mr Christo Norman du Pré le Roux Ms Sophia Lynette du Pré le Roux Mr Johan Michel du Pré le Roux Ms Catherine Cecile du Pré le Roux
City and country of registered office (if applicable)			Cape Town, South Africa, except Rozendal & Associates Holdings Limited and Groenpunt Kapitaal Limited whose registered office is situated in Port Louis, Mauritius.
5. Date on which the threshold was crossed or reached vi :			4 August 2020
6. Date on which issuer notified (DD/MM/YYYY):			5 August 2020
7. Total positions of person(s) subject to the notification obligation
	% of voting rights attached to shares (total of 8. A)	% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)		Total of both in % (8.A + 8.B)	Total number of voting rights of issuer vii
Resulting situation on the date on which threshold was crossed or reached	7.05%	0%		7.05%	82,371,221
Position of previous notification (if applicable)	N/A	N/A		N/A

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii
A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)		Number of voting rights ix					% of voting rights
		Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)			Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
AIM: GEM.L		0		7,799,068			0%		0.67%
JSE: GML.JO		66,621,313		7,950,840			5.70%		0.68%
SUBTOTAL 8. A		82,371,221					7.05%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Type of financial instrument		Expiration date x	Exercise/ Conversion Period xi			Number of voting rights that may be acquired if the instrument is exercised/converted.			% of voting rights
N/A		N/A	N/A			N/A			N/A
			SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration date x		Exercise/ Conversion Period xi		Physical or cash settlement xii			Number of voting rights	% of voting rights
N/A	N/A		N/A		N/A			N/A
					SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)				X
Name xv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
Rational Expectations (Pty) Ltd	5.70%	0%	5.70%
Rozendal & Associates Holdings Limited	0.52%	0%	0.52%
Groenpunt Kapitaal Limited	0.14%	0%	0.14%
Afrika Avontuur Kapitaal (Pty) Ltd	0.50%	0%	0.50%
Afrika Avontuur Trust	0.09%	0%	0.09%
Potdrie (Pty) Ltd	0.08%	0%	0.08%
Mr Christo Norman du Pré le Roux	0.002%	0%	0.002%
Ms Sophia Lynette du Pré le Roux	0.002%	0%	0.002%
Mr Johan Michel du Pré Le Roux	0.002%	0%	0.002%
Ms Catherine Cecile du Pré le Roux	0.002%	0%	0.002%
10. In case of proxy voting, please identify:
Name of the proxy holder		Not applicable
The number and % of voting rights held		Not applicable
The date until which the voting rights will be held		Not applicable
11. Additional information xvi

Place of completion	Cape Town
Date of completion	5 August 2020

Notes

ⁱ Please note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC) as for instance the applicable thresholds or information regarding capital holdings.

ⁱⁱ Full name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK issuer.

ⁱⁱⁱ Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiring of financial instruments) or acting in concert.

^iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC; (c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for a specific method how to notify cases of acting in concert.

In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)), the following list is provided as indication of the persons who should be mentioned:

- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;

- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;

- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;

- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations, the controlled undertaking;

- in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;

- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal entity that controls the voting rights;

- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies).

^v Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10 of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

^vi The date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

^vii The total number of voting rights shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.

^viii If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding is below that threshold.

^ix In case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding", please split the voting rights number and percentage into the direct and indirect columns - if there is no combined holdings, please leave the relevant box blank.

^x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.

^xi If the financial instrument has such a period - please specify this period - for example once every 3 months starting from [date].

^xii In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).

^xiii If the person subject to the notification obligation is either controlled and/or does control another undertaking then the second option applies.

^xiv The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

^xv The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves.

^xvi Example: Correction of a previous notification.

 

END

 

 

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