14th Jan 2013 12:34
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: | Disposing shareholder: Rox Conduit Limited
Acquiring shareholders: The Pallinghurst Resources Fund L.P. (referred to hereafter as "Pallinghurst") Investec Pallinghurst (Cayman) L.P. (referred to hereafter as "Investec Pallinghurst") NGPMR (Cayman) L.P. (referred to hereafter as "NGPMR") | |||
4. Full name of shareholder(s) (if different from 3.): | (as above) | |||
5. Date of the transaction and date onwhich the threshold is crossed orreached: | 9 January 2013 | |||
6. Date on which issuer notified: | 9 January 2013 | |||
7. Threshold(s) that is/are crossed orreached: | Rox Conduit Limited - reduced from 59.1% to 0%
Pallinghurst - increased from 3.9% to 33.0% Investec Pallinghurst - increased from 0% to 16.4% NGPMR - increased from 0% to 13.6% | |||
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 | 192,523,639 shares representing 59.1% direct interest held by Rox Conduit Limited
12,830,000 shares representing 3.9% direct interest held by Pallinghurst
| 192,523,639 shares representing 59.1% direct interest held by Rox Conduit Limited
12,830,000 shares representing 3.9% direct interest held by Pallinghurst
| 107,433,316 shares held directly by Pallinghurst
53,491,818 shares held directly by Investec Pallinghurst
44,428,505 shares held directly by NGPMR | 107,433,316 by Pallinghurst
53,491,818 by Investec Pallinghurst
44,428,505 by NGPMR
| 33.0% direct interest held by Pallinghurst
16.4% direct interest held by Investec Pallinghurst
13.6% direct interest held by NGPMR
| |||||||||||
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 | |||||||||||||||
107,433,316 held by Pallinghurst
53,491,818 held by Investec Pallinghurst
44,428,505 held by NGPMR
| 33.0% held by Pallinghurst
16.4% held by Investec Pallinghurst
13.6% held by NGPMR
| |||||||||||||||
9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: | ||
| ||
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: | Change in shareholdings pursuant to Unbundling process as described in the Gemfields plc shareholder Circular published on 6 December 2012
| |
14. Contact name: | Clive Harris | |
15. Contact telephone number: | 001 345 940 6700 | |
Related Shares:
Gemfields Grou.