Gemfields Grou. Regulatory News (GEM)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

19 July 2017

Further update regarding the Unsolicited Pallinghurst Offer

Further to the announcement by Pallinghurst Resources Limited ("Pallinghurst") earlier today, the Independent Committee of the Board of Gemfields plc ("Gemfields" or the "Company") notes that the unsolicited offer from Pallinghurst (the "Unsolicited Pallinghurst Offer") has received valid acceptances in respect of 323,683,008 Gemfields shares, representing approximately 57.91% of the existing issued share capital of Gemfields and approximately 92.38% of the Gemfields shares to which the Unsolicited Pallinghurst Offer relates.

As a result of this, Pallinghurst has stated that it will now commence the procedure pursuant to Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire the remaining Gemfields shares to which the Unsolicited Pallinghurst Offer relates on the same terms as the Unsolicited Pallinghurst Offer. The Independent Committee therefore recommends that Gemfields shareholders who have not yet accepted the Unsolicited Pallinghurst Offer accept immediately so as to receive their new shares in Pallinghurst as consideration for their Gemfields shares at an earlier date than they otherwise would do as part of the compulsory acquisition procedure.

The procedure for acceptance of the Unsolicited Pallinghurst Offer is set out in the Pallinghurst offer document dated 13 June 2017.

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Enquiries

J.P. Morgan Cazenove +44 20 7742 4000

Jamie Riddell / James Robinson

Grant Thornton UK LLP (Nominated Adviser) +44 20 7383 5100

Philip Secrett / Richard Tonthat

BMO Capital Markets Limited +44 20 7236 1010

Jeff Couch / Neil Haycock

Macquarie Capital (Europe) Limited +44 20 3037 2000

Raj Khatri / Nick Stamp

Tavistock (PR Adviser) +44 20 7920 3150

Jos Simson / Emily Fenton

Further information

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), BMO Capital Markets Limited and Macquarie Capital (Europe) Limited are authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove, BMO Capital Markets Limited and Macquarie Capital (Europe) Limited are acting as financial advisers exclusively for Garbo and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Garbo for providing the protections afforded to clients of J.P. Morgan Cazenove, BMO Capital Markets Limited and Macquarie Capital (Europe) Limited or their affiliates, or for providing advice in relation to any matter referred to herein.

Grant Thornton UK LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as nominated adviser for Gemfields and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Gemfields for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice in relation to any matter referred to herein.