27th Feb 2025 13:15
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Gem Resources Plc
("GEMR" or the "Company")
Issue of Equity in Lieu of Directors' Fees at a 31% premium to prevailing market price
Gem Resources Plc (LSE: GEMR), the owner and operator of the Gravelotte Emerald Mine in South Africa, today announces that it has, at the request of Dr Bernard Oliver, Edward Nealon and Peter Redmond, agreed to issue 5,999,998 new ordinary shares of £0.0001 each ("Ordinary Shares") at an issue price of 0.65 pence per Ordinary Share to those Directors in lieu of cash settlement of part of their accrued fees. The issue price of 0.65 pence per Ordinary Share representing a 31% premium to the mid-market closing price on 26 February 2025.
The issue of the Ordinary Shares to Directors constitute related party transactions for the purposes of DTR 7.3 due to Bernard Oliver, Edward Nealon and Peter Redmond being directors of the Company.
Accordingly, the arrangements were voted upon by the Directors of the Company (excluding Bernard Olivier, Edward Nealon and Peter Redmond) and such independent Directors consider the material related party transactions in respect of the agreements to be fair and reasonable from the perspective of the Company and its Shareholders.
Director's Fee Shares
Bernard Oliver, Edward Nealon, Peter Redmond have each requested to take part of their outstanding Director fees for the period January 2024 to February 2025 in Ordinary Shares.
Following such issuances, Directors will have the following interests in Ordinary Shares:
Name of Director | Interest in Ordinary Shares (Number)
| Interest in Ordinary Shares (Percentage)
|
Bernard Olivier | 4,964,103 | 1.61% |
Edward Nealon | 10,680,768 | 3.46% |
Peter Redmond | 8,949,357 | 2.90% |
Applications have been made to the Financial Conduct Authority ("FCA") and London Stock Exchange plc ("LSE") and it is expected that the admission of the 5,999,998 new Ordinary Shares to listing on the equity shares (transition) category of the Official List maintained by the FCA and to trading on the main market for listed securities of the LSE will become effective on or before 8.00 a.m. on 5 March 2025 ("Admission").
Total Voting Rights
Immediately following Admission the Company will have 308,658,088 Ordinary Shares of £0.0001 each in issue.
The Company does not hold any shares in treasury and all of the Ordinary Shares have equal voting rights. Therefore, the figures above represent the total voting rights in the Company and may be used by shareholders as the denominator for the calculations by which they can determine if they are required to notify their interest in, or a change to their interest in the Company under the Rules.
Additional information
The following disclosures are made in accordance with the requirements of the UK Market Abuse Regulation and provide detail in relation to the purchase of Ordinary Shares by Directors and other PDMRs in the Company.
For the purposes of UK MAR, the person who arranged for the release of this announcement was Bernard Olivier, Chief Executive Officer .
NOTIFICATIONS AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
Dr Bernard Oliver
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
a) | Name | Dr Bernard Olivier
| ||||||
2. | Reason for the Notification | |||||||
a) | Position/status | PDMR
| ||||||
b) | Initial notification / Amendment | Initial notification
| ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Gem Resources Plc
| ||||||
b) | LEI | 213800U6Z250COBY7781
| ||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the Financial instrument, type of instrument | Ordinary Shares of £0.0001 | ||||||
Identification Code | GB00BL979W39
| |||||||
b) | Nature of the transaction | Issue of ordinary shares
| ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information: Aggregated volume · Price |
3,230,769 Ordinary Shares 0.65 pence per Ordinary Share
| ||||||
e) | Dates of the transactions | 26 February 2025
| ||||||
f) | Place of the transactions | London | ||||||
Edward Nealon
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
a) | Name | Edward Nealon
| ||||||
2. | Reason for the Notification | |||||||
a) | Position/status | PDMR
| ||||||
b) | Initial notification / Amendment | Initial notification
| ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Gem Resources Plc
| ||||||
b) | LEI | 213800U6Z250COBY7781
| ||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the Financial instrument, type of instrument | Ordinary Shares of £0.0001 | ||||||
Identification Code | GB00BL979W39
| |||||||
b) | Nature of the transaction | Issue of Ordinary Shares
| ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information: Aggregated volume · Price |
0.65 Ordinary Shares 1,846,153 pence per Ordinary Share
| ||||||
e) | Dates of the transactions | 26 February 2025
| ||||||
f) | Place of the transactions | London | ||||||
Peter Redmond
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||||
a) | Name | Peter Redmond
| ||||||
2. | Reason for the Notification | |||||||
a) | Position/status | PDMR
| ||||||
b) | Initial notification / Amendment | Initial notification
| ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name | Gem Resources Plc
| ||||||
b) | LEI | 213800U6Z250COBY7781
| ||||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a) | Description of the Financial instrument, type of instrument | Ordinary Shares of £0.0001 | ||||||
Identification Code | GB00BL979W39
| |||||||
b) | Nature of the transaction | Issue of Ordinary Shares
| ||||||
c) | Price(s) and volume(s) |
| ||||||
d) | Aggregated information: Aggregated volume · Price |
923,076 Ordinary Shares 0.65 pence per Ordinary Share
| ||||||
e) | Dates of the transactions | 26 February 2025
| ||||||
f) | Place of the transactions | London | ||||||
Enquiries:
Gem Resources Plc Chief Executive Officer Bernard Olivier
Executive Director Peter Redmond
Chief Operating OfficerJeremy Sturgess-Smith
| +44 (0)746 368 6497
|
Peterhouse Capital Limited Joint Corporate Broker Lucy Williams Duncan Vasey
Capital Plus Partners Joint Corporate Broker Jon Critchley | +44 (0)20 7469 0930
+44 (0)203 821 6169
|
About Gem Resources Plc ("GEMR")
GEMR is an emerging emerald producer, focusing on the Gravelotte Emerald Mine. Historically, GEMR is one of the world's largest emerald mines, located in South Africa. The Company is committed to sustainable and efficient mining practices, utilizing modern technology to revive this historically significant emerald mine. The Company has also acquired the Curlew Emerald Mine in Australia, further expanding its emerald mining operations and assets.
For more information about Gem Resources Plc, including investor relations and corporate news, please visit our website at www.gemresources.co.uk. Interested parties are also invited to sign-up for our newsletter via our website.