Tender Offer

    RNS Number : 2817G
  Gemfields Resources PLC
  21 October 2008
   

    TENDER OFFER
    Not for release, publication or distribution in or into or from Australia, Canada, Japan, or the United States or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such jurisdiction (each a "Restricted Jurisdiction").
    21 October 2008
    Gemfields Resources PLC ("Gemfields") announces a Tender Offer to purchase up to 30,754,970 TanzaniteOne Limited ("T1") common shares at
42.75 pence per share. 
    Introduction
    On 12 September 2008, Gemfields announced a proposed offer of 45 pence for each T1 Share. The proposed offer would have entitled T1
Shareholders to elect to receive as consideration either, or a combination of, cash or 1.4 Gemfields Shares for each T1 Share. The proposed
offer was to be reduced pro rata should T1 pay any dividend or make any other payment to T1 Shareholders prior to completion. 
    On 22 September 2008, T1 declared an interim dividend of US 4 cents per share (2.25 pence). As a result, the proposed offer of 45 pence
has been reduced pro rata to 42.75 pence for each T1 Share. 
    Gemfields hereby announces its firm offer to acquire by a "first-come, first-served" tender offer, on the terms and subject to the
conditions set out in the Tender Offer Document and in the Tender Form, up to 30,754,970 T1 Shares. The offer is conditional upon Gemfields
obtaining acceptances representing such number of T1 Shares as represents 50.1 per cent. of the issued and to be issued share capital of T1
(on a fully diluted basis) when aggregated with the T1 Shares already held by Gemfields and its affiliates ("the Tender Amount") as
follows:
For each T1 Share                                                                  42.75 pence in cash
    Consideration for T1 Shares tendered in connection with the Tender Offer will be in cash only. No share alternative is available. 
    Furthermore, the Board of Gemfields confirms that it does not intend to increase the level of the Tender Offer and that the Tender Offer
will be closed at the earlier of: (i) such time and date on which Computershare Investor Services PLC ("Computershare") receives valid
Tenders in respect of 30,754,970 T1 Shares ("the Early Closing Date"); and (ii) 1.00 p.m. on 11 November 2008 ("the Final Closing Date").
Tenders received after the earlier of the Early and Final Closing Dates will only be accepted at Gemfields' absolute discretion. 
    At the date of this document Gemfields holds 11,668,330 T1 Shares. Pallinghurst Resources (Guernsey) Limited ("Pallinghurst"), a related
party of Gemfields, holds a further 2,100,000 T1 Shares. Together, these T1 Shares represent approximately 18.5 per cent. of the issued
share capital of T1 on 20 October 2008. 
    Gemfields has also received a conditional irrevocable undertaking in respect of approximately 14 million T1 Shares to accept any offer
by Gemfields at 42.75 pence per T1 Share, representing approximately 18.8 per cent. of the issued share capital of T1 on 20 October 2008
("Irrevocable Undertaking").
    If the Tender Offer is accepted in full and Gemfields acquires the T1 Shares under the Irrevocable Undertaking Gemfields will, together
with the T1 Shares held by Pallinghurst and the T1 Shares already held by Gemfields, be interested in 42,423,300 T1 Shares which would
represent approximately 57 per cent. of the issued share capital of T1 on 20 October 2008.
    T1 Share price
    The tender price of 42.75 pence per T1 Share represents a premium of 53 per cent. over the middle-market quotation of 28 pence at the
close of business on 20 October 2008, being the latest practicable date prior to the posting of the Tender Offer. 
    The tender price of 42.75 pence per T1 Share represents a premium of 68 per cent. over the middle-market quotation of 25.5 pence at the
close of business on 29 August 2008, being the last dealing day before Gemfields began its acquisition of T1 Shares. 
    The tender price of 42.75 pence per T1 Share represents a premium of 49 per cent. over the 30 day volume weighted average price to 29
August 2008 of 28.7 pence per T1 Share.
    Terms of the Tender Offer
    The Tender Offer is subject to the following terms:
(a)               T1 Shares may be tendered under the Tender Offer at a price of 42.75 pence per share. Subject to sub-           
paragraphs (c) and (d) below, all Tenders will be irrevocable.
(b)              The Tender Offer is made on a *first-come, first-served* basis. Computershare will identify the time and date on which it
receives each Tender and shall determine the priority of acceptance of each Tender in relation to the time and date of receipt of that
Tender. A Tender received by Computershare at an earlier time and date will rank in priority to a Tender which is received at a later time
and date. Any issue arising from or in connection with the determination of the priority of acceptance shall be decided by Gemfields in its
sole discretion. 
(c)               Subject to Gemfields deciding in its absolute discretion to extend the Closing Date, the Tender Offer will remain open
until the earlier of: (i) the Early Closing Date; and (ii) the Final Closing Date. Tenders received after the earlier of the Early and Final
Closing Dates will only be accepted at Gemfields* absolute discretion.
(d)              Subject to Gemfields deciding in its absolute discretion to extend the Closing Date, the Tender Offer will only be
available to T1 Shareholders on the Register on the earlier of: (i) 5.00 p.m. on the Early Closing Date; and (ii) 5.00 p.m. on the Final
Closing Date (as relevant).
(e)               If a Tender is received in respect of a number of T1 Shares which causes the total aggregate number of tendered T1 Shares
to exceed 30,754,970 (subject to Gemfields deciding otherwise in its absolute discretion) the relevant Tender will be scaled down and only
such number of T1 Shares which fall within the maximum number of 30,754,970 T1 Shares will be accepted. The balance of such T1 Shares shall
be dealt with in accordance with sub-paragraph (p) below.
(f)                 T1 Shareholders may tender all or any part of their holdings.
(g)               T1 Shares successfully tendered will be acquired by Gemfields fully paid and free from all liens, charges, equitable
interests and encumbrances and together with all rights attaching thereto, including the right to all dividends and other distributions
declared after the date of this document and the right to attend and vote at any general meeting of T1 after the Tender Offer has closed.
(h)               The results of the Tender Offer and, if applicable, the extent to which any Tender will be scaled down,   
will be announced by: (i) in the case of the Tender Offer closing on the Early Closing Date, 1.00 p.m. on the date falling 2 Business Days
thereafter; and (ii) in the case of the Tender Offer closing on the Final Closing Date, 1.00 p.m. on 12 November 2008, the Business Day
following the closing of the Tender Offer.
(i)                 The Tender Offer is conditional on the receipt by Gemfields of Tenders totalling not less than the Tender Amount, on
either the Early Closing Date or the Final Closing Date (as relevant), subject always to a maximum of 30,754,970 T1 Shares. This condition
may be waived in Gemfields* sole discretion. Accordingly, if the condition is not satisfied by the Final Closing Date, Gemfields may in its
sole discretion elect to accept and acquire such number of T1 Shares as have been tendered on the Final Closing Date notwithstanding the
condition in this paragraph (i).
(j)                 It is a condition of the Irrevocable Undertaking and the Tender Offer that on presentation of a Tender pursuant to the
Irrevocable Undertaking that the T1 Shares which are the subject of the Irrevocable Undertaking will be deemed to rank in first priority in
respect of all other Tenders.  
(k)               In respect of T1 Shares held in certificated form, all Tenders must be made on the Tender Form which has been despatched
to T1 Shareholders. Tender Forms must be duly completed in accordance with the instructions set out in the Tender Offer Document and in the
Tender Form, which (together with the notes in the Tender Form) constitute part of the terms of the Tender Offer. A Tender of certificated
T1 Shares will only be valid where the procedure for tendering set out in the Tender Offer Document and in the Tender Form is complied with,
save where this condition is expressly waived by Gemfields in its sole discretion.
    (l)                 In respect of T1 Shares held in uncertificated form, all Tenders must be made in accordance with the instructions
set out in the Tender Offer Document. A Tender of uncertificated shares will only be valid when the procedure set out in the Tender Offer
Document is complied with, save where this condition is expressly waived by Gemfields in its sole discretion.
T1 Shareholders holding T1 Shares in uncertificated form should not complete the Tender Form.
    (m)              The Tender Offer and all Tenders will be governed by and construed in accordance with English law and delivery of a
Tender Form or receipt of the TTE instruction will constitute submission to the jurisdiction of the English courts.
    (n)               No person outside the UK receiving a copy of the Tender Offer Document or any Tender Form may treat the same as
constituting an invitation or offer to him unless the Tender Offer is lawfully made in the relevant territory. It is the responsibility of
any such person to satisfy himself as to full observance of the laws of that territory.
    (o)              All documents and remittances sent by or to T1 Shareholders will be sent at the risk of the person entitled to them. If
the Tender Offer does not become or is not declared unconditional or otherwise lapses, Tender Forms, share certificates and other documents
of title will be returned by post not later than ten Business Days after the date of such lapse, or, in the case of T1 Shares held in
uncertificated form, the Escrow Agent will provide instructions to Euroclear to transfer all T1 Shares held in escrow balance by TFE
instruction to the original available balances to which those T1 Shares relate.
    (p)               If part only of a holding of T1 Shares is successfully tendered pursuant to the Tender Offer, the relevant T1
Shareholder will be entitled to the following:

(a)        if T1 Shares are held in certificated form - a certificate in respect of the unsold T1 Shares; or

(b)        if T1 Shares are held in uncertificated form - the transfer by the Escrow Agent by TFE
            instruction to the original available balances of those unsold T1 Shares.
    (q)               Further copies of the Tender Form may be obtained on request from Computershare Investor Services PLC, Corporate
Actions Projects, Bristol, BS99 6AH.
    (r)                All decisions as to the number of T1 Shares tendered and the validity, eligibility (including the time and date of
receipt), priority and acceptance for payment of any Tender of T1 Shares will be made by Gemfields in its sole discretion, which decision
shall be final and binding on all of the parties (except as otherwise required under applicable law). Gemfields reserves the absolute right
to reject any or all Tenders it determines not to be in proper form or the acceptance or payment for which may, in the opinion of Gemfields,
be unlawful. No Tender of T1 Shares will be deemed to be validly made until all defects or irregularities have been cured or waived. In the
event of a waiver, the consideration under the Tender Offer will not be dispatched until after the Tender Form is complete in all respects
and the share certificates and/or other document(s) of title satisfactory to Gemfields have been received or (as the case may be) the
relevant TTE instruction has settled. Gemfields reserves the absolute right to waive any of the terms of the Tender Offer and any defect or irregularity in the Tender of any particular T1
Shares or any particular T1 Shareholder. None of Gemfields, Computershare or any other person is or will be obliged to give notice of any
defects or irregularities in Tenders, and none of them will incur any liability for failure to give any such notice.
    (s)                The failure of any person to receive a copy of the Tender Offer Document or the Tender Form shall not invalidate any
aspect of the Tender Offer.
    (t)               Any accidental omission to provide or any delay or non-receipt of the Tender Offer Document or the Tender Form by any
person entitled to receive the same shall not invalidate any aspect of the Tender Offer including any priority attributed to a Tender.


    The Tender procedure for acceptance of the Tender Offer is set out in the Tender Offer Document and in the accompanying Tender Form. The
Tender Offer is made on a *first-come, first-served* basis and is therefore time dependent.  It is important that T1 Shareholders read the
Tender procedure carefully and, if a T1 Shareholder decides to accept the Tender Offer, that such T1 Shareholder act immediately.
    Code on Takeovers and Mergers 
    Gemfields has been advised that the City Code on Takeovers and Mergers does not apply to the Tender Offer or any formal offer for the
share capital of T1.
    Financing of the Tender Offer
    The Tender Offer will be funded by a placing of up to 47,923,276 new Gemfields Shares of 1 pence each in the capital of Gemfields
("Gemfields Shares") at a price of 29 pence per share to Rox Limited ("Rox"), a related party of Gemfields, pursuant to a placing agreement
between Gemfields and Rox dated 21 October 2008 ("Tender Offer Placing"). The Tender Offer Placing will raise cash proceeds of up to
£13,147,750 representing the maximum cash sum required to fund the Tender Offer and up to £750,000 in respect of costs and expenses relating
to the Tender Offer.  
    The new Gemfields Shares will rank pari passu in all respects with the existing Gemfields Shares. Application will be made for the new
Gemfields Shares to be admitted to trading on AIM.
    Assuming the maximum number of new Gemfields Shares is placed pursuant to the Tender Offer Placing, following admission of the new
Gemfields Shares Rox will, when aggregated with the Gemfields Shares to be issued to Rox pursuant to the Stakebuilding Placing (referred to
below), have a beneficial interest in 245,726,872 Gemfields Shares being 66.1 per cent of the total issued ordinary share capital of
Gemfields.  
    Assuming the maximum number of new Gemfields Shares is placed pursuant to the Tender Offer Placing, upon admission the total number of
Gemfields Shares, each of which are voting shares, in issue will, when aggregated with the Gemfields Shares to be issued to Rox pursuant to
the Stakebuilding Placing, be 372,038,159.
    Investec is satisfied that sufficient resources are available to Gemfields to satisfy, in full, the cash consideration payable pursuant
to the Tender Offer.

    Funding of T1 Stakebuilding by Gemfields  
    Gemfields has today placed 14,712,143 new Gemfields Shares at a price of 29 pence per share to Rox, a related party of Gemfields,
raising cash proceeds of £4,266,521.47 ("Stakebuilding Placing"). The proceeds will be used to finance the purchase of 11,668,330 T1 Shares
(including costs and expenses incurred in relation to the same) by Gemfields as part of its stakebuilding exercise in T1 in September 2008.
Of the 11,668,330 T1 Shares, Gemfields acquired 7,500,000 T1 Shares at 30 pence per share on 1 September 2008, 500,000 T1 Shares at 37 pence
per share on 2 September 2008 and the balance at 45 pence per share between 11 and 30 September 2008 (in each case excluding stamp duty and
other costs). 
    The new Gemfields Shares, the subject of the Stakebulding Placing, will rank pari passu in all respects with the existing Gemfields
Shares. Application will be made for the 14,712,143 new Gemfields Shares to be admitted to trading on AIM and it is expected that trading
will commence at 8:00 am on 27 October 2008.  
    Following admission of the 14,712,143 new Gemfields Shares, Rox will have a beneficial interest in 197,803,596 Gemfields Shares being
61.0 per cent. of the total issued ordinary share capital of Gemfields and the total number of Gemfields Shares, each of which are voting
shares, in issue will be 324,114,883.
    Related Party Transactions: Fair and Reasonable
    As Rox owns 59.2 per cent. of Gemfields' total issued ordinary share capital at the date of this announcement and is subscribing for all
of the new Gemfields Shares pursuant to the Tender Offer Placing and the Stakebuilding Placing (together the "Placing"), the Placing falls
within the definition of a related party transaction under Rule 13 of the AIM Rules for companies. As Pallinghurst owns 49.1 per cent. of
the issued share capital of Rox Conduit which in turn owns 87.2 per cent. of the issued share capital of Rox, any acquisition of the T1
Shares held by Pallinghurst pursuant to the Tender Offer will also fall within the definition of a related party transaction under Rule 13
of the AIM Rules for companies. The Directors (with the exception of Rajiv Gupta, Sean Gilbertson and Finn Behnken who are also directors of
Rox and therefore interested in the above-mentioned transactions) consider, having consulted with its nominated adviser Canaccord Adams
Limited ("Canaccord"), that the terms of the transactions are fair and reasonable insofar as its shareholders are concerned. 
    Overseas Shareholders
    (i)    The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the
United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be
prohibited or affected by the laws of the relevant overseas jurisdiction. T1 Shareholders who are Overseas Shareholders should inform
themselves about and observe any applicable legal requirements. It is the responsibility of any such T1 Shareholder wishing to tender T1
Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection with the Tender, including the
obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and
the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such T1 Shareholder will be responsible
for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Gemfields and any person acting on its behalf shall be fully indemnified and held harmless
by such T1 Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have
been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any
territory outside the United Kingdom.
     (ii)    In particular, the Tender Offer is not being made, directly or indirectly, in or into or by use of the mails or by any means or
instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) or interstate or
foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction, and the Tender Offer
cannot be accepted by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.
    Accordingly, copies of the Tender Offer Document, the Tender Forms and any related documents are not being and must not be mailed or
otherwise distributed or sent in, into or from a Restricted Jurisdiction including to T1 Shareholders with registered addresses in a
Restricted Jurisdiction or to persons who are custodians, nominees or trustees holding shares for persons in a Restricted Jurisdiction.
    Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should not distribute, send or mail
them in, into or from a Restricted Jurisdiction or use such mails or any such means, instrumentality or facility in connection with the
Tender Offer, and so doing will render invalid any related purported acceptance of the Tender Offer. Persons wishing to accept the Tender
Offer should not use such mails or any such means, instrumentality or facility for any purpose directly or indirectly relating to acceptance
of the Tender Offer. Envelopes containing Tender Forms should not be postmarked in a Restricted Jurisdiction or otherwise dispatched from a
Restricted Jurisdiction and all accepting T1 Shareholders must provide addresses outside a Restricted Jurisdiction for the remittance of
cash or return of Tender Forms.
    (iii)    If, in connection with making the Tender Offer, notwithstanding the restrictions described above, any person (including,
without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this
document, the Tender Forms or any related documents in, into or from any Restricted Jurisdiction or uses the mails, or any means or
instrumentality (including, without limitation, facsimile transmission, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction in
connection with such forwarding, such persons should: (i) inform the recipient of such fact; (ii) explain to the recipient that such action
may invalidate any purported acceptance by the recipient; and (iii) draw the attention of the recipient to this paragraph.
    (iv)    The provisions of this paragraph and any other terms of the Tender Offer relating to Overseas Shareholders may be waived, varied
or modified as regards specific T1 Shareholders or on a general basis by Gemfields in its absolute discretion but only if Gemfields is
satisfied that such waiver, variation or modification will not constitute or give rise to a breach of applicable securities or other law.
    (v)    The provisions of this paragraph supersede any terms of the Tender Offer inconsistent with this paragraph.
    Overseas Shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any
doubt about your position, you should consult your professional adviser in the relevant territory.
    South African Shareholders
    Without limiting the import or effect of the above section entitled "Overseas Shareholders", T1 Shareholders resident in and/or
nationals or citizens of or who have emigrated from South Africa who wish to accept the Tender Offer should be aware that they may be
required to comply with all applicable South African exchange control requirements relating to receipt of any consideration for disposing of
T1 Shares and should seek advice from a person properly qualified to advise them if they are in any doubt as to what this may involve. Such
T1 Shareholders should also consider any special conditions which were imposed on them by the South African exchange control authorities
when they acquired their T1 Shares.
    Taxation
    The disposal of T1 Shares pursuant to the Tender Offer will constitute a disposal of T1 Shares for the purposes of UK taxation on
capital gains and may give rise to liability to taxation. Liability to UK taxation on capital gains will depend on the individual
circumstances of holders of T1 Shares. Any holder of T1 Shares who is in any doubt as to his own tax position should consult his
professional adviser.
    Individual T1 Shareholders who are neither resident nor ordinarily resident in the UK will not be subject to UK capital gains tax in
respect of gains arising on disposals of their shareholding. However, a T1 Shareholder who has previously been resident or ordinarily
resident in the UK may in some cases be subject to UK tax on capital gains in respect of a disposal of T1 Shares in the event that they
re-establish residence in the UK. 
    A T1 Shareholder which is a company not resident in the UK for tax purposes will have no UK liability to tax on capital gains in respect
of a disposal of T1 Shares, though may be subject to foreign tax on the capital gain under local law. 
    Enquiries:
    Richard James, CFO                                                                   Tel:     [phone] Gemfields Resources
plc                 
    Gerard Kisbey-Green/Paul Gray/Avital Lobel                              Tel: [phone] Investec Bank (UK) Limited      
    Financial Adviser to Gemfields

    Mike Jones/Tarica Mpinga                                                          Tel:    [phone]
    Canaccord Adams Ltd
    Nominated Adviser and Joint Broker to Gemfields

    Charlie Geller/Ed Portman                                                           Tel:   [phone]
    Conduit PR                               
    Press Enquiries 

    If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and
Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
    This announcement does not constitute, or form any part of, an offer or invitation to purchase any securities or a solicitation or an
offer to buy any securities, pursuant to the Tender Offer or otherwise. The Tender Offer is being made solely by the Tender Offer Document
and the Tender Form, which contain the full terms and conditions of the Tender Offer, including details of how the Tender Offer may be
accepted.
    The availability of the Tender Offer to T1 Shareholders who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located. T1 Shareholders who are not resident in the United Kingdom should inform themselves about
and observe any applicable legal or regulatory requirements in their jurisdictions. The Tender Offer is not being made, and will not be
made, directly or indirectly, in or into, or by use of mail, or by any means or instrumentality (including, without limitation, by means of
telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce, or by any facilities of
a national securities exchange of a Restricted Jurisdiction and the Tender Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within those jurisdictions. Accordingly, copies of this announcement, the Tender Offer Document, the
Tender Form and any related offering documents are not being, and must not be, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in, into or from a
Restricted Jurisdiction. Custodians, nominees and trustees should observe these restrictions and should not send or distribute copies of
this announcement, the Tender Offer Document, the Tender Form and any related offering documents in, into or from any Restricted
Jurisdiction.
    Investec Bank (UK) Limited, which is authorised and regulated by the Financial Services Authority, is acting exclusively for Gemfields
and no one else in connection with the Tender Offer and will not be responsible to anyone other than Gemfields for providing the protections
afforded to customers of Investec Bank (UK) Limited nor for giving advice in relation to the Tender Offer or any other matter referred to in
this announcement.
    Investec Bank (UK) Limited has approved this announcement for the purposes of Section 21 of the Financial Services and Markets Act
2000.
    Definitions
    The following definitions apply throughout this announcement unless the context requires otherwise: 
*Australia*                                the Commonwealth of Australia, its states, territories or possessions
*Business Day*                        a day (excluding Saturdays, Sundays and public holidays) on which banks are open for business in the
City of London
*Canada*                                  Canada, its provinces, possessions and all areas subject to its jurisdiction and any political
sub-division thereof
*Canaccord*                             Canaccord Adams Limited
 *certificated*
or *in certificated form*           shares in certificated form, that is, not in CREST
*Closing Date*                         the Early Closing Date or the Final Closing Date, as relevant
*Computershare*                     Computershare Investor Services PLC
 *CREST*                                 the system for the paperless settlement of trades in securities and the holding of uncertificated
securities generated by Euroclear in accordance with the Regulations
*CREST Manual*                    the CREST Reference Manual referred to in agreements entered into by Euroclear
*CREST member*                    a person who is, in relation to CREST, a system-member (as defined in the Regulations)
*CREST participant*               a person who is, in relation to CREST, a system-participant (as defined in the Regulations)
*CREST payment*                   has the meaning given to that term in the CREST Manual
*CREST sponsor*                    a person who is, in relation to CREST, a sponsoring system-participant (as defined in the Regulations)
*CREST
sponsored member*                  a CREST member admitted to CREST as a sponsored member
*Early Closing Date*               such time and date on which acceptances to the Tender Offer are received by Computershare in respect of
30,754,970 T1 Shares
*Escrow Agent*                        Computershare
*Euroclear*                               Euroclear UK & Ireland Limited
*the Final Closing Date*          means 1.00 p.m. on 11 November 2008
 *Gemfields*                             Gemfields Resources Plc
*Gemfields Shares*                  ordinary shares of £0.01 each in the capital of Gemfields
*Investec*                                 Investec Bank (UK) Limited, 2 Gresham Street, London, EC2V 7QP (Investec and Investec Limited own
27.8 per cent. of the issued share capital of Rox Conduit which in turn owns 87.2 per cent. of the issued share capital of Rox Limited) 
*Irrevocable Undertaking*      means a conditional irrevocable undertaking in respect of approximately 14 million T1 Shares to accept any
offer by Gemfields at 42.75 pence per T1 Share, representing approximately 18.8 per cent. of the issued share capital of T1 on 20 October
2008
*Japan*                                     Japan, its cities, prefectures, territories and possessions and all areas subject to its
jurisdiction and any political sub-division thereof
*Overseas Shareholders*        T1 Shareholders whose registered addresses are outside the UK or who are citizens, residents or nationals of
countries other than the UK or who are nominees of, or trustees for, citizens, residents or nationals in countries other than the UK
*Pallinghurst*                           Pallinghurst Resources (Guernsey) Limited (Pallinghurst owns 49.1 per cent. of the issued share
capital of Rox Conduit which in turn owns 87.2 per cent. of the issued share capital of Rox Limited)
*participant ID*                        the identification code or membership number used in CREST to identify a particular CREST member or
other CREST participant
*Register*                                 the register of members of T1
*Regulations*                           the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)
*Restricted Jurisdiction*         Australia, Canada, Japan or the United States or any other jurisdiction where the extension or acceptance
of the Tender Offer would violate the relevant laws of that jurisdiction
*Rox* or *Rox Limited*          Rox Limited which owns 59.2 per cent. of the issued share capital of Gemfields as at the date of this
announcement
*Rox Conduit*                          Rox Conduit Limited
*South Africa*                          the Republic of South Africa and its provinces, possessions and all areas subject to its
jurisdiction and any political sub-division thereof
*T1*                                           TanzaniteOne Limited
*T1 Shares*                              common shares of US$0.0003 each in the capital of T1
*T1 Shareholder* or
*Shareholder*                           a holder of T1 Shares
*Tender*                                   means a tender made by a T1 Shareholder in order to accept the Tender Offer
*Tender Amount*                     means such number of T1 Shares as represents 50.1 per cent. of the issued and to be issued share capital
(on a fully diluted basis) of T1 when aggregated with the T1 Shares already held by Gemfields and its affiliates
*Tender Form*                         the tender form issued by Gemfields for use by T1 Shareholders in connection with the Tender Offer
*Tender Offer*                         the tender offer by Gemfields to T1 Shareholders to tender their T1 Shares on the terms and
conditions set out in this document and the Tender Form and, where the context admits, any revision or subsequent version, variation,
extension or renewal thereof
*Tender Offer Document*       the tender offer document to be distributed to T1 Shareholders containing the terms and conditions of the
Tender Offer
*TFE Instruction*                     a transfer from escrow instruction (as defined in the CREST Manual)
*TTE Instruction*                     a transfer to escrow instruction (as defined in the CREST Manual) the United Kingdom of Great Britain
and Northern Ireland
*UK* or
*United Kingdom*                    the United Kingdom of Great Britain and Northern Ireland
*uncertificated* or *in
uncertificated form*                  recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue
of the CREST Regulations, may be transferred by means of CREST
*USA* or *United States*       the United States of America, its possessions and territories, all areas subject to its jurisdiction or any
political subdivision thereof, any state of the United States of America and the District of Columbia

    All references to legislation in this announcement are to English legislation unless the contrary is indicated. 

    Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. 
    Any reference to any provision of any legislation shall include the plural and vice versa, and words importing the masculine gender
shall include the feminine or neutral gender.
    All references to time in this announcement are to London time. 
    All references in this document to "pounds Sterling", "pence", "£", or "p" are to the lawful currency of the United Kingdom, references
to "US dollars", "$", "US$" or "cents" are to the lawful currency of the United States.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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