27 Oct 2008 07:00
27 October 2008
TanzaniteOne Issue of B Shares to TanzaniteOne Mining
TanzaniteOne Limited ("TanzaniteOne" or "the Company") (AIM: TNZ) announces that it has issued 83,739,976 nil paid issued and unlisted B shares to TanzaniteOne Mining, a wholly owned subsidiary of TanzaniteOne SA (Limited) which, in turn, is a wholly owned subsidiary of TanzaniteOne. The B shares represent approximately 50.2% of the enlarged issued share capital and are entitled to one vote per share. The B shares will convert into deferred shares within 6 months from the date of issue.
Gemfields Resources plc (AIM: GEM) announced on 21 October 2008 an unsolicited Tender Offer for the purchase of up to 30,754,970 TanzaniteOne shares at 42.75p per share. If the Tender Offer is accepted in full, Gemfields will, together with shares held by Gemfields and its associates, be interested in shares representing approximately 57% of the issued common share capital of the Company and 27% of the enlarged share capital (52% of the common share capital of the Company and 26% of the enlarged issued share capital following the issue of shares in connection with the acquisition of Tsavorite, which was announced on 22 October 2007).
The Tender Offer was launched without consultation with the Company, is on a "first-come, first-served" basis and has not been extended to all shareholders. No commitments or undertakings have been offered in relation to the ongoing governance of the Company. In these circumstances, the Board feels it appropriate to issue the B shares in the placing referred to above.
The Board intends to introduce appropriate takeover protections into its Bye-laws as soon as practicable, subject to shareholder approval in the normal course.
The Board will continue to consider on its merits any proposal from Gemfields or a third party that treats all shareholders equally.
The issue of the B Shares is deemed to be a related party transaction pursuant to Rule 13 of the AIM Rules. Accordingly, the directors of TanzaniteOne Limited, having consulted with the Company's Nominated Advisor, Evolution Securities Limited, have concluded that the terms of the transaction are fair and reasonable insofar as TanzaniteOne's shareholders are concerned.
Details of the issued B shares are attached in the Appendix to this announcement.
For more information, please visit www.tanzaniteone.com or contact:
| Willi Boehm, Company Secretary | Alex Buck, Public Relations |
| +61 8 9367 5211 | +44 (0)7932 740 452 |
| Nick Bias, Investor Relations | Laurence Read, Public Relations |
| +44 (0)7887 920 530 | +44 (0)7979 955923 |
| Nominated Advisor and Joint Broker Evolution Securities | Joint Broker Ambrian Partners |
| Simon Edwards or Neil Elliot | Richard Chase |
| +44 (0)20 7071 4300 | +44 (0)20 7634 4700 |
| Financial Adviser | |
| Lazard & Co | |
| Spiro Youakim or Chris Seherr-Thoss | |
| +44 (0)20 7187 2000 | |