T1 Special General Meeting Results

 

TIDMGEM 
 
 
Gemfields PLC 
20 April 2009 
 
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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      |  Against*  | 
|              |             |            |  Favour    |            | 
+--------------+-------------+------------+------------+------------+ 
| Resolution   | 110,054,182 | 28,012,528 | 26,314,206 | 28,012,528 | 
| 1:           |             |            |            |            | 
+--------------+-------------+------------+------------+------------+ 
|              |    79.7%    |   20.3%    |   48.4%    |   51.6%    | 
+--------------+-------------+------------+------------+------------+ 
| Resolution   | 108,707,720 | 29,351,528 | 24,967,744 | 29,351,528 | 
| 2:           |             |            |            |            | 
+--------------+-------------+------------+------------+------------+ 
|              |    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 
UK:      Paddy Blewer [phone] 
SA:     Johannes Van Niekerk [phone] 
Gemfields plc                 Richard James, CFO 
[phone] 
[e-mail] 
 
 
Amarivest Ltd                       Mark Summers, CFO 
 [phone] 
 [e-mail] 
 
 
Canaccord Adams Limited     Mike Jones/Tarica Mpinga [phone] 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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