Gemfields Grou. Regulatory News (GEM)

5 Jun 2009 18:29



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 

5 JUNE 2009

ROX CONDUIT LTD

POSSIBLE OFFER FOR SHARES IN GEMFIELDS PLC

Rox Conduit Ltd (RoxC) notes the announcement made by Gemfields plc (Gemfields) earlier today that it has received an approach. RoxC confirms that it is considering a possible offer (the Proposed Offer) for the ordinary shares of Gemfields (the Gemfields Shares) (not already owned by its subsidiary Rox Limited (Rox) and by Pallinghurst Resources Limited (Pallinghurst), a related party of RoxC).

RoxC is considering whether to make the Proposed Offer at 8 pence (in cash) per Gemfields Share. However, in the previous 12 months persons acting in concert with RoxC have acquired more than 10 per cent. of Gemfields Shares at varying prices, including prices in excess of 8 pence per Gemfields Share. Accordingly under Rule 11 of the City Code on Takeovers and Mergers (the Code), RoxC requires the consent of the Takeover Panel in order to implement any definitive offer for Gemfields at 8 pence per Gemfields Share. Under Note 1 of Rule 11.3 of the Code, in considering whether to give such consent, factors which the Takeover Panel might take into account include the size and timing of the relevant acquisitions of Gemfields Shares by RoxC and its associates in the previous 12 months and the attitude of the Gemfields board. RoxC will apply for this consent following further discussions with the Gemfields board.

An offer for this price would value the whole of the issued ordinary share capital of Gemfields at approximately GBP 25.9 million representing a premium of approximately 54.4 per cent. over the 30 day volume weighted average traded price of Gemfields Shares at the close of business on 4 June 2009.

Rox, a subsidiary of RoxC, presently owns 208.1 million Gemfields Shares. Pallinghurst owns a further 12.8 million Gemfields Shares. Together, these Gemfields Shares represent approximately 68.2 per cent. of Gemfields' issued ordinary share capital.

The Proposed Offer will be subject to the pre-condition that RoxC has secured the necessary financing by way of a private placing of new shares in RoxC. RoxC reserves the right to waive this pre-condition. The Proposed Offer will also be subject to the pre-condition that it has obtained any necessary approval from its shareholders. 

This announcement does not amount to a firm intention to make an offer. Any proposal is at an early stage and there can be no certainty that any offer will ultimately be made, even if all the pre-conditions are satisfied or waived. Further announcements relating to the Proposed Offer will be made in due course.

Enquiries

Rox Conduit Limited

Arne Frandsen +27 79528 2407

College Hill

Johannes van Niekerk +27 82921 9110

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Gemfields, all "dealings" in any "relevant securities" of Gemfields (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. on the London business day following the date of the relevant transaction. This requirement will continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Gemfields, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Gemfields by RoxC or Gemfields, or by any of their respective "associates", must be disclosed by no later than 12 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code on Takeovers and Mergers, which can also be found on the Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.