Schedule 1 - Gemfields Resources plc

    RNS Number : 0039V
  AIM
  21 May 2008
   


 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
           WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
 COMPANY NAME:
 Gemfields Resources plc. (subject to shareholder approval, the Company's name
 will change to Gemfields plc. on re-admission)
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 Registered Office
 Tenth Floor
 Beaufort House
 15 St Botolph Street
 London EC3A 7EE


 Trading Address 
 1 Berkeley Street 
 London
 W1J 8DJ
 COUNTRY OF INCORPORATION:
 England and Wales with registered number 05129023
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.gemfields.co.uk
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:
 Gemfields Resources was incorporated in England and Wales with registered
 number 05129023 on 14 May 2004. Gemfields is an exploration and mining
 company with its main operations in Zambia.  The Company has been actively
 involved in exploring opportunities in the gemstone sector in Zambia since
 2000 and its strategy is to become a leading integrated company involved in
 the exploration, mining, processing, marketing and sales of coloured
 gemstones on an international scale.


 Upon successful completion of the transaction, Gemfields' assets will
 comprise the Kagem Emerald Mine and 17 licences which cover an area of
 1,344.17km2 in Zambia. 


 In addition the Company will have the option to purchase Oriental Mining the
 holder of 15 licences in the Antananarivo, Fianarantsoa and Toliara provinces
 of Madagascar covering rubies, sapphires and emeralds, as well as garnets and
 tourmalines. 


 The Company has conditionally acquired an option to enter into a 15 year
 worldwide and exclusive licence with FabergLimited to
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
 TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares,
 nominal value and issue price to which it seeks admission and the number and
 type to be held as treasury shares):
 Number of New Ordinary Shares at 1p each: 
 -Existing Ordinary Shares 104,575,733
 -Consideration Shares:  137,910,340
 -Placing Shares:       66,666,667 at issued price of 45p
 Total 309,152,740

 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 Capital raised on Admission:


 £30 million


 Market Capitalisation of the Company on Admission at the Issue Price of 45p:


 £139.12 million 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 59.2%

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 None
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each
 is known):
 Graham Edward Mascall   Non Executive Chairman
 Rajiv Ramlal Gupta      Executive Vice-Chairman,
 Geoffrey Clive Newall   Non- Executive Director
 Richard Paul James      Chief Financial Officer
 Sean Thomas Gilbertson  Chief Executive Officer (Proposed)
 Finn Stuart Behnken     Non- Executive Director(Proposed)

      FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION
(underlining the first name by which each is known or including any other name by which each is known):
                                             Pre-Admission  Post Admission
 Rox (Pallinghurst)                             Nil           56.3%
 Deutsche Bank                                12.88%          5.44%
 Matterhorn Investment Management2            12.55%          4.86%
 CA Fiduciary Services Limited1                8.5%           2.88%
 Capital Research and Management Company3      6.52%          3.28%
 Credit Suisse Securities                      5.08%          1.72%
 Fidelity International                        4.86%          1.64%
 Pictet & Cie4                                 3.23%          1.09%
    1 CA Fiduciary Services Limited hold the legal title to these shares as trustee of The Tavistock Trust. Rajiv Gupta
      is the beneficial owner of the shares.
      2 Goldman Sachs Securities (Nominees) Limited hold the legal title to these shares on behalf of the beneficial owner,
         Matterhorn Investment Management LLP.
      3 State Street Nominees Limited hold the legal title to these shares on behalf of the beneficial owner, Capita
         Research and Management Company.
      4 Euroclear Nominees hold the legal title to these shares on behalf of the beneficial owner, PICTET & CIE.
      NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
      The following payments aggregating over £10,000 have been made by the Group (or on behalf
      of it) to a government or regulatory authority or similar body with regard to the acquisition of,
      or maintenance of, its assets:
  
    1) a payment totalling $38,412 (K152,880,954) on 11 April 2007 to the Zambia Revenue
      Authority in connection with royalty payments; and
      2) a payment totalling $51,406 (K212,796,000) on 20 April 2007 to the Zambia Revenue
      Authority in connection with royalty payments.
  
    The following payments aggregating over £10,000 have been made by the Target Group (or on
      behalf of it) to a government or regulatory authority or similar body with regard to the
      acquisition of, or maintenance of, its assets:
  
    1) a payment totalling US$3,600,000, the final instalment of which was paid on
      12th October 2007, to the Minister of Finance as representative of the Government of
      the Republic of Zambia in connection with the acquisition by Hagura UK of an
      additional 30 per cent. of the outstanding shares in Kagem pursuant to the Privatisation
      Agreement;
  
    2) payment of US$1,600,000 on 21st November 2007 to the Minister of Finance as
      representative of the Government of the Republic of Zambia in connection with the
      acquisition of its anti-dilution and earn-out rights pursuant to the Privatisation
      Agreement;
  
    3) a payment of US$1,417,526 on 13 December 2007 to the Government of the Republic
      of Zambia in connection with historical royalty liabilities; and
  
    4) a payment of US$100,058 on 14 December 2007 to the Minister of Finance as
      representative of the Government of the Republic of Zambia in connection with historical
      earn-out liabilities under the Privatisation Agreement.
       1.     ANTICIPATED ACCOUNTING REFERENCE DATE 
       2.     DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED
       3.     DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
       4.     30 June 
       5.     Target group 3 years ending 31 March 2007 and interims to 30 September 2007
        (iii)  31 October 2008, 31 March 2009, 31 Dec 2009
      EXPECTED ADMISSION DATE:
      6 June  2008
      NAME AND ADDRESS OF NOMINATED ADVISER:
      Canaccord Adams Limited, 
      Cardinal Place, 7th Floor, 80 Victoria Street, London SW1E 5JL
      NAME AND ADDRESS OF BROKER:
      Canaccord Adams Limited, 
      Cardinal Place, 7th Floor, 80 Victoria Street 
      London 
      SW1E 5JL
  
    JP Morgan Cazenove (Joint Broker) 
      20 Moorgate
       London
      ECR 6DA



      OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE
FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
      The admission document contains full details about the Company and the admission of its ordinary shares to AIM. The admission document
is available at the offices of Canaccord Adams Limited, 7th Floor, Cardinal Place, 80 Victoria Street, London  SW1E 5JL.
      The document is also be available on the Company website at www.gemfields.co.uk
      DATE OF NOTIFICATION:
      21 May 2008
      NEW/ UPDATE:
      New

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