Gemfields Grou. Regulatory News (GEM)

5 Jun 2008 15:23

Gemfields Resources PLC

Extraordinary General Meeting

5 June 2008

Shareholders approve Rox acquisition

The Board of Gemfields Resources PLC ('Gemfields' or the 'Company') (AIM: GEM) is pleased to announce that all resolutions put to the Extraordinary General Meeting (EGM) held today at 10a.m. CET (9a.m. BST) were duly passed, including:

1. The approval of the Acquisition of the entire issued share capital of Greentop and Krinera in consideration for the issue to Rox of 137,910,340 new Ordinary Shares in Gemfields.

2. To increase the authorised share capital of the Company from £2,000,000 to £6,000,000 and authorise the Directors to allot sufficient Ordinary Shares to effect the Acquisition and the Placing and also to allot further shares up to an aggregate nominal amount of £1,000,000.

3. The approval of an extension to the term during which share options granted to Peter Kitchen, Sanjay Khandelwal and Valentine Chitalu (directors of the Company who resigned immediately prior to publication of the admission document) will be exercisable up to any time prior to the third anniversary of Admission.

4. To empower the Directors, pursuant to section 95(1) of the Act, to allot equity securities on a non pre-emptive basis in respect of, inter alia, the Acquisition and the Placing and up to an additional aggregate nominal amount of £650,000.

A resolution to change the name of the Company from Gemfields Resources plc to Gemfields plc was not put to the EGM.

Accordingly, readmission of the existing Ordinary Shares of the Company together with the admission of the new Ordinary Shares to be issued pursuant to the Placing and Acquisition is expected to take place at 8.00am on 6 June 2008, at which point the proposed Acquisition will complete. 

With effect from Admission, Sean Gilbertson will be appointed to the board as the interim CEO and Finn Behnken will be appointed as a non-executive director.

Graham Mascall, Gemfields' Chairman, said: 'This is a milestone for Gemfields and its shareholders. As a result of the Placing and the Acquisition we are now in a strong position to establish the Company as a leading source of high quality Zambian emeralds through consolidation and vertical integration on an international scale. The acquisition provides the Company with substantial and important building blocks for the future. Gemfields now has an immediate cash generating business through its interest in the Kagem mine, and the opportunity to optimise the value of the Company's best gemstones through the use of the Fabergé brand name.

As announced previously, Gemfields' board changes will take effect from Admission and we are pleased to welcome to the board Sean Gilbertson as interim CEO and Finn Behnken as Non Executive Director.

I have known Sean for many years and believe he has excellent experience that will prove invaluable in driving the Company forward."

For more information:

Richard James, CFO richard.james@gemfields.co.uk

Gemfields Resources Plc Tel: +44 (0)20 7016 9416

Mike Jones/Tarica Mpinga +44 (0)20 7050 6500

Canaccord Adams Limited

Neil Passmore/Sam Critchlow  +44 (0) 20 7588 2828

JPMorgan Cazenove

Charlie Geller/Ed Portman  +44 (0)20 7429 6666/ +44 (0) 7528 233 383

Conduit PR

Canaccord Adams Limited (''Canaccord''), which is regulated and authorised in the United Kingdom by the Financial Services Authority, is acting as nominated adviser, joint broker, joint bookrunner and joint co-lead manager to the Company in relation to the Admission and the Placing. Canaccord is not acting for any other persons and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Canaccord or for providing advice in relation to the contents of this document, the application for Admission or the Placing. Canaccord has not authorised any part of this document. No liability is accepted by Canaccord for the accuracy of any information or opinions contained in or for the omission of any information from this document for which the Directors, the Proposed Directors and the Company are responsible.

JPMorgan Cazenove Limited (''JPMorgan Cazenove''), which is regulated and authorised in the United Kingdom by the Financial Services Authority, is acting as joint broker, joint bookrunner and joint co-lead manager to the Company in relation to the Admission and the Placing. JPMorgan Cazenove is not acting for any other persons and will not be responsible to anyone other than the Company for providing the protections afforded to customers of JPMorgan Cazenove or for providing advice in relation to the contents of this document, the application for Admission or the Placing. JPMorgan Cazenove has not authorised any part of this document. No liability is accepted by JPMorgan Cazenove for the accuracy of any information or opinions contained in or for the omission of any information from this document for which the Directors, the Proposed Directors and the Company are responsible.