Gemfields Grou. Regulatory News (GEM)

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 Fabergé Limited to use the Fabergé name in branding, marketing and selling coloured gemstones excluding diamonds. 

In view of the size of the Acquisition in relation to Gemfields, the Acquisition is classed as a reverse

takeover under the AIM Rules for Companies. Accordingly, the Acquisition is conditional upon

Gemfields obtaining Shareholder approval for the Acquisition. In conjunction with the Acquisition,

Gemfields proposes to change its name to Gemfields plc. An EGM for the purpose of approving the

Acquisition and the change of name is to be held at the offices of Reed Smith Rambaud Charot,

42 Avenue Raymond Poincaré, 75782, Paris at 10.00 a.m. (CET)/9.00 a.m. (BST) on 5 June 

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):

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):

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.

ANTICIPATED ACCOUNTING REFERENCE DATE 

DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

30 June 

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