20th Apr 2009 07:00
Gemfields plc
TanzaniteOne Limited Special General Meeting Results
20 April 2009
Gemfields notes the announcement by TanzaniteOne Limited ("T1") of the results of its Special General Meeting ("SGM") held on 16 April 2009. Gemfields expresses the following concerns:
T1 fails to point out that the resolutions were passed only because the T1 directors elected to vote the B Shares (temporary shares which the T1 board created and controlled but did not own and which ceased to have voting rights after the SGM);
The B Shares were due to expire on 25 April 2009 on which date the B Shares would have converted automatically into a new class of deferred, worthless shares with no voting rights whatsoever. Therefore, if the SGM had been held on or following that date, the resolutions would not have been passed;
T1 shareholders are reminded that the B Shares (83,739,976 shares constituting 50.2% of the enlarged share capital on the day of the SGM) were issued by the T1 directors to a T1 subsidiary to frustrate Gemfields' tender offer (thereby unilaterally handing voting control of T1 to the T1 board for a period of up to six months). Nonetheless, the T1 directors have voted these shares in order to increase T1's share capital (allowing the T1 directors to issue shares to any party they choose on a non pre-emptive basis, bypassing existing shareholders) and also to allow the directors to purchase T1 shares into treasury; and
the SGM and the passing of the resolutions therefore represented the views of the T1 directors and not of T1's shareholders.
Gemfields tabulates below: (i) the voting result of the SGM as reported by T1, and (ii) the voting result excluding the B Shares (showing clearly that the resolutions would have been blocked save for the T1 directors having voted the B Shares):
|
T1 SGM VOTE |
AS REPORTED |
EXCLUDING B SHARES |
||
|
|
In Favour |
Against* |
In Favour |
Against* |
|
Resolution 1: |
110,054,182 |
28,012,528 |
26,314,206 |
28,012,528 |
|
|
79.7% |
20.3% |
48.4% |
51.6% |
|
Resolution 2: |
108,707,720 |
29,351,528 |
24,967,744 |
29,351,528 |
|
|
78.7% |
21.3% |
46.0% |
54.0% |
|
* 25% of shareholders voting against was required to block each resolution |
||||
Sean Gilbertson, Executive Director of Gemfields said:
"It's deplorable that the T1 directors have chosen to override the explicit view of their shareholders by using a temporary voting instrument of their own design. I can't imagine that there are many cases in history where directors of a London-listed public company have forced fundamental changes to a company's constitution and an increase in its share capital against the will of its shareholders. It was a sad day for corporate governance and a sad day for shareholder rights."
ENQUIRIES:
Media and analysts: College Hill Associates
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SA: Johannes Van Niekerk +27 (0)82 921 9110
Gemfields plc Richard James, CFO
+44 (0)20 7016 9416
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+27 (0) 83 253-5539
Canaccord Adams Limited Mike Jones/Tarica Mpinga +44 (0)20 7050 6500
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