Shefa Gems Regulatory News (SEFA)

21 July 2022

Shefa Gems Ltd.

("Shefa Gems" or the "Company")

Update re Dividend in specie

Following the resolution of the general meeting on 9 August 2021, all the Company's exploration and mining assets have been transferred to the Company's fully owned (100%) subsidiary Shefa in Israel (G.M.) Ltd. (the "Subsidiary"), an Israeli private company, with the intention that the Company will distribute ownership of the Subsidiary from the Company to all of the Company's existing shareholders via a dividend in specie (the "Subsidiary Shares"). 

Each shareholder holding Ordinary Shares in the Company on the Record Date will receive their proportionate consideration in the Subsidiary Shares in accordance with their current percentage holding in the Company. Whilst the shares in the Subsidiary will be unlisted, the Company will make reasonable endeavors to enable shareholders wishing to dispose of their holdings to find suitable purchasers.

The Subsidiary shares will be formally registered in the name of each shareholder and will be subject to the approval of the Israeli court for the distribution of non-profit dividends according to section 303 of the Israeli Companies Law, and the consent of the Israeli tax authorities to consider the dividend as a non-taxable capital return.

The Company wishes to update that Subsidiary has filed a request with the Israeli court and the court's resolution, dated 7 July 2022, stated that the Tax Authority, the Companies Registrar, the Supervisor of Insolvency Proceedings, and the Israel Securities Authority will respond to the request within 20 days from the day the request and resolution were submitted. The court also stated that the Subsidiary will update the court in 40 days.

The Company will continue to update its shareholders regarding any new substantial development in the matter described above.

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About Shefa Gems Ltd

Shefa Gems Ltd (LSE: SEFA) was previously engaged in the exploration and mining of gemstones in Northern Israel, operating multiple exploration sites located across the Kishon River catchment area of Haifa and Mt Carmel. Following a strategic review, it was determined that the Company could no longer justify the costs of being a listed company, and that any future funds raised on the basis of exploration activity should be entirely dedicated to the development of mining activity. On 1 June 2021, the Company announced an agreement with the "Shany Group," a consortium of investors led by Mr. Alon Shany and Ms. Eva Abittan, wherein the Shany Group and other unrelated parties would pay an amount of approximately GBP 756,000 in return for a subscription to approximately 85% of the Company's issued share capital. Additionally, the Company would transfer all of its exploration and mining assets to its formerly wholly owned subsidiary, Shefa in Israel (G.M.) Ltd (the "Subsidiary", a private company registered in Israel), and distribute ownership of the Subsidiary to all of the Company's existing Shareholders via a dividend in specie. The transaction was approved by the Company's shareholders on 9 August 2021. The dividend in specie has yet to be completed and the shares of the Subsidiary are held by a trustee.