Statement re Possible Offer

 
TIDMGEM 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY 
 JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS 
                             OF SUCH JURISDICTION 
 
                                 Gemfields PLC 
 
                        ("Gemfields" or the "Company") 
 
                Possible Offer Letter from Rox Conduit Limited 
 
24 June 2009 
 
            Possible Offer Letter from Rox Conduit Limited ("RoxC") 
 
Further to the announcement on 5 June 2009, Gemfields has now received an 
indicative offer letter subject to certain pre-conditions (the "Letter") from 
RoxC confirming the possible offer previously announced (the "Possible Offer"). 
 
Gemfields have formed an independent committee (the "Committee") of directors 
comprising non executive directors Graham Mascall and Clive Newall. The 
Committee has acknowledged receipt of the Letter and will continue to evaluate 
the merits of the Possible Offer with the assistance of its Rule 3 adviser, 
Canaccord Adams Limited, pursuant to the City Code on Takeovers and Mergers. 
 
The Committee emphasises that the Letter does not amount to a firm intention to 
make an offer and that there can be no certainty that an offer will be made 
even if the pre-conditions are satisfied or waived. Further announcements will 
be made in due course as and when necessary. 
 
Enquiries: 
 
Richard James, CFO Tel: [phone] 
 
Gemfields PLC 
 
Mike Jones/Andrew Chubb/Tarica Mpinga Tel: [phone] 
 
Canaccord Adams Limited 
 
Nominated Adviser and Joint Broker to Gemfields 
 
Canaccord Adams Limited ("Canaccord") (which is regulated in the United Kingdom 
by the Financial Services Authority) is acting exclusively for Gemfields as 
financial adviser, nominated adviser and broker and no one else (including the 
recipients of this announcement) in connection with the arrangements that are 
the subject matter of this announcement and will not be responsible to anyone 
other than Gemfields for providing the protections afforded to customers of 
Canaccord or for advising any other person in connection with the arrangements 
that are the subject matter of this announcement. Canaccord makes no 
representation, express or implied, with respect to the accuracy or 
completeness of any information contained in this announcement and accepts no 
responsibility for, nor does it authorise, the contents of, or the issue of 
this announcement, or any other statement made or purported to be made 
by Gemfields, or on its behalf, in connection with Gemfields or any of the 
other arrangements that are the subject matter of this announcement and, 
accordingly, disclaims all and any liability whatsoever whether arising out of 
tort, contract or otherwise which it might otherwise have in respect of 
this announcement or any other statement. 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be subject restricted by law and therefore 
persons into whose possession this announcement comes should inform themselves 
about, and observe such restrictions. Any failure to comply with the 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. The announcement has been prepared in accordance with English law 
and the City Code on Takeovers and Mergers and information disclosed may not be 
the same as that which would have been prepared in accordance with the laws of 
jurisdictions outside England. 
 
 
 
END