30th Jan 2013 15:13
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES | ||||
1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: | Gemfields plc | |||
2 Reason for the notification (please tick the appropriate box or boxes): | ||||
An acquisition or disposal of voting rights | X | |||
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached | ||||
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments | ||||
An event changing the breakdown of voting rights | ||||
Other (please specify): | ||||
3. Full name of person(s) subject to thenotification obligation: | Fabergé Conduit Limited | |||
4. Full name of shareholder(s) (if different from 3.): | ||||
5. Date of the transaction and date onwhich the threshold is crossed orreached: | 28 January 2013 | |||
6. Date on which issuer notified: | 28 January 2013 | |||
7. Threshold(s) that is/are crossed orreached: | Fabergé Conduit Limited - increased from 0% to 18.27% | |||
8. Notified details: | ||||||||||||||||
A: Voting rights attached to shares | ||||||||||||||||
Class/type ofshares if possible usingthe ISIN CODE | Situation previousto the triggeringtransaction | Resulting situation after the triggering transaction | ||||||||||||||
NumberofShares | NumberofVotingRights | Numberof shares | Number of votingrights | % of voting rights | ||||||||||||
Direct | Direct | Indirect | Direct | Indirect | ||||||||||||
Ord 1p shares | Nil | Nil | 98,647,407 | 98,647,407 (see note 13 Additional Information) | N/A | 18.27% (see note 13 Additional Information) | N/A | |||||||||
GB00B0HX1083 | ||||||||||||||||
B: Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Expirationdate | Exercise/Conversion Period | Number of votingrights that may beacquired if theinstrument isexercised/ converted. | % of votingrights | ||||||||||||
N/A | ||||||||||||||||
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments | ||||||||||||||||
Resulting situation after the triggering transaction | ||||||||||||||||
Type of financialinstrument | Exercise price | Expiration date | Exercise/Conversion period | Number of voting rights instrument refers to
| % of voting rights
| |||||||||||
N/A |
| Nominal | Delta | |||||||||||||
Total (A+B+C) | ||||||||||||||||
Number of voting rights | Percentage of voting rights | |||||||||||||||
98,647,407 | 18.27% | |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: | ||
Pre notification (of share issue): Faberge Conduit Limited = NIL shares (0% voting rights in Gemfields plc)
Post notification (of share issue): Faberge Conduit Limited = 98,647,407 shares (18.27% voting rights in Gemfields plc) | ||
Proxy Voting: | ||
10. Name of the proxy holder: | N/A | |
11. Number of voting rights proxy holder will ceaseto hold: | N/A | |
12. Date on which proxy holder will cease to holdvoting rights: | N/A | |
13. Additional information: | On 3 December 2012, Faberge Conduit Limited, The Pallinghurst Resources Fund L.P., Pallinghurst (Cayman) Founder L.P., NGPMR (Cayman) L.P. and Investec Pallinghurst (Cayman) L.P. entered into a voting agreement whereby these parties agreed that, following the issue of 98,647,407 ordinary shares by Gemfields plc to Faberge Conduit Limited and the admittance to trading on AIM, Faberge Conduit Limited would vote its ordinary shares in Gemfields in four separate tranches with each tranche being voted on the instruction of the relevant underlying shareholder, as follows:
1) 14,781,229 shares would be voted for in accordance with the instruction of Investec Pallinghurst (Cayman) L.P.,
2) 5,391,081 shares would be voted for in accordance with the written instruction of Pallinghurst (Cayman) Founder L.P. ,
3) 28,068,738 shares would be voted for in accordance with the instruction of NGPMR (Cayman) L.P., and
4) 50,406,359 shares would be voted for in accordance with the instruction of The Pallinghurst Resources Fund L.P. | |
14. Contact name: | Clive Harris | |
15. Contact telephone number: | 001 345 940 6700 | |
Related Shares:
Gemfields Grou.