Gemfields Grou. Regulatory News (GEM)

24 Jun 2009 10:58

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY

JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS

OF SUCH JURISDICTION Gemfields PLC ("Gemfields" or the "Company") Possible Offer Letter from Rox Conduit Limited 24 June 2009 Possible Offer Letter from Rox Conduit Limited ("RoxC")

Further to the announcement on 5 June 2009, Gemfields has now received an indicative offer letter subject to certain pre-conditions (the "Letter") from RoxC confirming the possible offer previously announced (the "Possible Offer").

Gemfields have formed an independent committee (the "Committee") of directors comprising non executive directors Graham Mascall and Clive Newall. The Committee has acknowledged receipt of the Letter and will continue to evaluate the merits of the Possible Offer with the assistance of its Rule 3 adviser, Canaccord Adams Limited, pursuant to the City Code on Takeovers and Mergers.

The Committee emphasises that the Letter does not amount to a firm intention to make an offer and that there can be no certainty that an offer will be made even if the pre-conditions are satisfied or waived. Further announcements will be made in due course as and when necessary.

Enquiries:

Richard James, CFO Tel: +44 (0)20 7518 3402

Gemfields PLC

Mike Jones/Andrew Chubb/Tarica Mpinga Tel: +44 (0)20 7050 6500

Canaccord Adams Limited

Nominated Adviser and Joint Broker to Gemfields

Canaccord Adams Limited ("Canaccord") (which is regulated in the United Kingdom by the Financial Services Authority) is acting exclusively for Gemfields as financial adviser, nominated adviser and broker and no one else (including the recipients of this announcement) in connection with the arrangements that are the subject matter of this announcement and will not be responsible to anyone other than Gemfields for providing the protections afforded to customers of Canaccord or for advising any other person in connection with the arrangements that are the subject matter of this announcement. Canaccord makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by Gemfields, or on its behalf, in connection with Gemfields or any of the other arrangements that are the subject matter of this announcement and, accordingly, disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be subject restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. The announcement has been prepared in accordance with English law and the City Code on Takeovers and Mergers and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.