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Commencement of Share Buy-Back Programme

Published: 2022-12-20 10:00:29 ET
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                       Incorporated in Guernsey. Guernsey registration Number: 47656
                     South African external company registration number 2009/012636/10
                                   Share code on JSE: GML / AIM: GEM
                         ISIN: GG00BG0KTL52 | LEI: 21380017GAVXTCYS5R31
                                      ("Gemfields" or the "Company")




Commencement of Share Buy-Back Programme
LONDON, 20 DECEMBER 2022


Gemfields announce today the commencement of a Share Buy-Back Programme to purchase up
to USD 10 million worth of ordinary shares of USD 0.00001 each (“Share Buy-Back”) (“Ordinary
Shares”), after receiving approval from shareholders on Wednesday 30 November 2022 at an
Extraordinary General Meeting (“EGM”).


The Share Buy-Back represents an opportunity to promote Gemfields’ financial success and is a
good use of surplus cash, on the basis that Gemfields is able to invest in itself at an attractive, low
enterprise valuation and simultaneously enhance future earnings per share for the benefit of
shareholders.


TERMS OF SHARE BUY-BACK PROGRAMME


The Share Buy-Back is in accordance with the terms of the Company's authority to make market
purchases of its own Ordinary Shares granted to it at the EGM (the “Authority”), including that
the Share Buy-Back will end no later than the date of Gemfields’ next Annual General Meeting
(“AGM”) or 15 months from the date of adoption of the Special Resolution (30 November 2022),
whichever date is earlier.


Any Ordinary Shares repurchased will be effected through the order book operated by the JSE
trading system and shall be done without prior understanding or arrangement between Gemfields
and the relevant counterparty.


Gemfields has instructed Investec to conduct the Share Buy-Back, under which trading decisions
may be undertaken by Investec in accordance with the directions of the Company. Investec are
also mandated to make trading decisions concerning purchases under the terms of the Share Buy-

   Gemfields Group Limited, Royal Chambers, St Julian’s Avenue, St Peter Port, GY1 4HP, Guernsey
                                     T +44 (0)1481 731 554
                                        gemfieldsgroup.com
Back independently of the Company. These instructions given to Investec by the Company will
not be given, or amended once given, during periods when the Company is in possession of inside
information or during closed periods.


The maximum price paid per share is to be no more than 10% above the volume weighted average
trade price on the JSE the five business days preceding the date of any repurchase. The number of
Ordinary Shares which may be acquired may not exceed in aggregate USD 10 million in value.


Due to the limited liquidity in the issued Ordinary Shares, a buy-back of Ordinary Shares pursuant
to the Authority on any given trading day may represent a significant proportion of the daily trading
volume in the Ordinary Shares on AIM and could exceed 25% of the average daily trading volume
and, accordingly, the Company will not benefit from the exemption contained in Article 5(1) of
Regulation (EU) No. 596/2014.


The Company will make further announcements in due course following any share purchases and
after, on a cumulative basis, 3% of the number of Ordinary Shares in issue (at the time that the
Authority was granted), in compliance with 11.27 of the JSE Listings Requirements.


Any Ordinary Shares purchased will be held temporarily by the Company in treasury, until
cancellation at appropriate points across the Share Buy-back. No voting rights will be attached to
shares held in treasury, beforehand of cancellation.




                                             -ENDS-




               Further information on Gemfields Group Limited can be found at:
                                     GEMFIELDSGROUP.COM




                          To join our investor mailing list, contact us on:
                                         ir@gemfields.com


                           For any press enquiries please contact us on:
                                    gemfields@camarco.co.uk

                                           ENQUIRIES




Gemfields Group Limited                                                                   Page 2 of 4
 GEMFIELDS                         Sean Gilbertson / David Lovett / Ian Hughes
                                   ir@gemfields.com
                                   T: +44(0) 20 7518 3400


 SPONSOR (JSE)                     Investec Bank Limited


 NOMINATED ADVISER                 finnCap
 (AIM) & JOINT BROKER              Christopher Raggett / Tim Redfern / Edward Whiley
                                   T: +44(0) 20 7220 0500


 JOINT BROKER                      Liberum
                                   Scott Mathieson / Kane Collings
                                   T: +44(0) 20 3100 2222


 FINANCIAL PR/ IR                  Camarco
                                   Gordon Poole / Emily Hall
                                   T: +44(0) 20 3757 4980




ADDITIONAL INFORMATION ON GEMFIELDS


Gemfields is a world-leading miner of responsible coloured gemstones. Gemfields is the operator
and 75% owner of both the Kagem emerald mine in Zambia (believed to be the world’s single
largest producing emerald mine) and the Montepuez ruby mine in Mozambique (one of the most
significant recently discovered ruby deposits in the world). In addition, Gemfields also holds
controlling interests in various other gemstone mining and prospecting licences in Zambia,
Mozambique, Ethiopia and Madagascar.


Gemfields’ outright ownership of Fabergé - an iconic and prestigious brand of exceptional heritage
- enables Gemfields to optimise positioning, perception and consumer awareness of coloured
gemstones through Fabergé designs, advancing the wider group’s “mine and market” vision.


Gemfields has developed a proprietary grading system and a pioneering auction and trading
platform to provide a consistent supply of coloured gemstones to downstream markets, a key
component of Gemfields’ business model that has played an important role in the growth of the
global coloured gemstone sector.



Gemfields Group Limited                                                                Page 3 of 4
                                    GEMFIELDS

                      GEMFIELDS.COM | INVESTORS |FOUNDATION

                     INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE




                                     FABERGÉ

           FABERGÉ.COM | INSTAGRAM | FACEBOOK | TWITTER | YOUTUBE




                              KAGEM MINING LINKEDIN

                          MONTEPUEZ RUBY MINING LINKEDIN




Gemfields Group Limited                                             Page 4 of 4