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On September 30, 2025, Gemfields Group Limited announced the award of a total of 48,853,247 performance shares, representing 2.83% of its issued share capital, under its Long Term Incentive Plan 2023. These nominal cost options were granted on September 29, 2025, to two Executive Directors and several senior employees including Persons Discharging Managerial Responsibilities (PDMRs). The awards' vesting is conditional on meeting performance conditions measured over a three-year period from July 1, 2025, to June 30, 2028.
| Date | 30 Sept 2025 |
| Time | 07:00:26 |
| Category | Director/PDMR dealings |
| ID | 3039B |
Incorporated in Guernsey. Guernsey registration Number: 47656.
South African external company registration number 2009/012636/10
Share code on JSE:GML (General Segment of JSE Main Board) / AIM:GEM
ISIN: GG00BG0KTL52 | LEI: 21380017GAVXTCYS5R31
("Gemfields" or the "Company")
Grant of performance share awards under Long Term Incentive Plan and PDMR dealings
LONDON, 30 SEPTEMBER 2025
Shareholders are advised that the Company has awarded a total of 48,853,247 performance shares in the form of nominal cost options ("Performance Shares") under the Gemfields Group Limited Long Term Incentive Plan 2023 ("LTIP") to two Executive Directors and a number of senior employees including persons discharging managerial responsibilities ("PDMRs"). The Performance Shares equate to 2.83% of the issued share capital in aggregate.
The vesting of the Performance Shares is conditional on meeting performance conditions measured over a three-year period as described below. If the performance conditions are met, the awards will vest on the third anniversary of grant and are subject to a two-year post-vesting holding period and to conventional malus and clawback provisions.
The LTIP was approved by shareholders at the Company's AGM on 27 June 2023. Prior to today's award, 11,823,851 performance shares, also subject to performance conditions, were granted on 25 August 2023 with a performance period spanning 1 January 2023 to 31 December 2025 (the "2023 Award"). The 2023 Award required a total shareholder return of at least 10% per annum before any vesting of 50% of the performance shares occurred and had a base price of USDc 19.40 cents per share (then GBP 16.03 pence per share). The 2023 Award also required, before any vesting of the other 50% of the performance shares occurred, cumulative adjusted earnings per share over the performance period of at least USDc 0.09 cents per share (2023 AEPS was USD 1.3 cents per share; 2024 AEPS was USD (1.8) cents loss per share and 2025 H1 AEPS was USDc (1.5) cents loss per share).
Performance conditions
These performance conditions will be measured from 1 July 2025 to 30 June 2028 (the "Performance Measurement Period").
1. Cumulative Adjusted Earnings Per Share ("AEPS") Target
Up to 50% of the total Performance Shares will vest dependent upon the achievement of a cumulative AEPS target over the Performance Measurement Period, determined as follows:
|
Cumulative AEPS for the three years to 30 June 2028 |
% of Shares subject to the AEPS Target Vesting 1 |
|
Below USD 0.048 |
No vesting |
|
USD 0.048 |
25% |
|
USD 0.06 or higher |
100% |
1 Straight line vesting for AEPS between USD0.048-USD0.06.
AEPS is defined as Headline Earnings Per Share adjusted for unrealised fair value gains and losses. Any adjustments made to the AEPS target for the purposes of the performance condition shall be applied at the sole discretion of the Remuneration Committee and may include, without limitation, charges for share-based payments, the amortisation of acquired intangible assets and extraordinary one-off items. Such adjustments will be applied on a transparent and consistent basis.
2. Total Shareholder Return ("TSR") Target
Up to 50% of the total Performance Shares will vest dependent upon the performance of the Company's TSR measured over the Performance Measurement Period, determined as follows:
|
Compound annual TSR growth for three-year period to 30 June 2028 |
% of Shares subject to the TSR Target Vesting 1 |
|
Below 8% |
No vesting |
|
8% |
25% |
|
12% |
100% |
1 Straight line vesting for compound average TSR growth between 8.0%-12.0%.
The base share price for this performance condition is USD 7.21 cents (ZAR 124.88 cents), being the volume weighted average price of the Company's shares traded on AIM for the 30 trading days ("30 Day VWAP") immediately prior to the start of the Performance Measurement Period of 5.34 pence translated into USD, using the average exchange rate over the period of the 30 Day VWAP of USD 1.35 per GBP and ZAR 17.32 per USD.
This base will be compared with the TSR at the end of the performance period on 30 June 2028, as calculated using the AIM 30 Day VWAP until 30 June 2028 translated into USD on the same basis as above, multiplied by one share plus any additional shares or fraction of a share that could have been acquired by re-investing any net dividends, using the AIM closing price on the ex-dividend date applicable to each dividend, paid during the Performance Measurement Period.
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
||||
|
a) |
Name |
Sean Gilbertson |
|||
|
2
|
Reason for the notification
|
||||
|
a) |
Position/status |
Chief Executive Officer / PDMR |
|||
|
b) |
Initial notification /Amendment |
Initial Notification |
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a) |
Name |
Gemfields Group Limited |
|||
|
b) |
LEI |
21380017GAVXTCYS5R31 |
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary Shares of USD0.00001 each |
|||
|
Identification code |
ISIN: GG00BG0KTL52 |
||||
|
b) |
Nature of the transaction |
Grant of nominal cost options |
|||
|
c)
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
|
Nil |
10,641,892 |
|
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information |
|
|||
|
|
|
||||
|
- Aggregated volume |
10,641,892 |
||||
|
|
|
||||
|
- Price |
Nil
|
||||
|
e) |
Date of the transaction |
29 September 2025 |
|||
|
f) |
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR15 324 324 |
|
Nature of interest: |
Direct beneficial |
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
||||
|
a) |
Name |
David Lovett |
|||
|
2
|
Reason for the notification
|
||||
|
a) |
Position/status |
Chief Finance Officer / PDMR |
|||
|
b) |
Initial notification /Amendment |
Initial Notification |
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a) |
Name |
Gemfields Group Limited |
|||
|
b) |
LEI |
21380017GAVXTCYS5R31 |
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary Shares of USD0.00001 each |
|||
|
Identification code |
ISIN: GG00BG0KTL52 |
||||
|
b) |
Nature of the transaction |
Grant of nominal cost options |
|||
|
c)
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
|
Nil |
6,007,875 |
|
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information |
|
|||
|
|
|
||||
|
- Aggregated volume |
6,007,875 |
||||
|
|
|
||||
|
- Price |
Nil
|
||||
|
e) |
Date of the transaction |
29 September 2025 |
|||
|
f) |
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR8 651 340 |
|
Nature of interest: |
Direct beneficial |
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
||||
|
a) |
Name |
Adrian Banks |
|||
|
2
|
Reason for the notification
|
||||
|
a) |
Position/status |
PDMR |
|||
|
b) |
Initial notification /Amendment |
Initial Notification |
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a) |
Name |
Gemfields Group Limited |
|||
|
b) |
LEI |
21380017GAVXTCYS5R31 |
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary Shares of USD0.00001 each |
|||
|
Identification code |
ISIN: GG00BG0KTL52 |
||||
|
b) |
Nature of the transaction |
Grant of nominal cost options |
|||
|
c)
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
|
Nil |
4,466,663 |
|
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information |
|
|||
|
|
|
||||
|
- Aggregated volume |
4,466,663 |
||||
|
|
|
||||
|
- Price |
Nil
|
||||
|
e) |
Date of the transaction |
29 September 2025 |
|||
|
f) |
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR6 431 995 |
|
Nature of interest: |
Direct beneficial |
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
||||
|
a) |
Name |
Kartikeya Parikshya |
|||
|
2
|
Reason for the notification
|
||||
|
a) |
Position/status |
PDMR |
|||
|
b) |
Initial notification /Amendment |
Initial Notification |
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a) |
Name |
Gemfields Group Limited |
|||
|
b) |
LEI |
21380017GAVXTCYS5R31 |
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary Shares of USD0.00001 each |
|||
|
Identification code |
ISIN: GG00BG0KTL52 |
||||
|
b) |
Nature of the transaction |
Grant of nominal cost options |
|||
|
c)
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
|
Nil |
3,546,346 |
|
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information |
|
|||
|
|
|
||||
|
- Aggregated volume |
3,546,346 |
||||
|
|
|
||||
|
- Price |
Nil
|
||||
|
e) |
Date of the transaction |
29 September 2025 |
|||
|
f) |
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR5 106 738 |
|
Nature of interest: |
Direct beneficial |
|
1
|
Details of the person discharging managerial responsibilities / person closely associated |
||||
|
a) |
Name |
CV Suresh |
|||
|
2
|
Reason for the notification
|
||||
|
a) |
Position/status |
PDMR |
|||
|
b) |
Initial notification /Amendment |
Initial Notification |
|||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
|
||||
|
a) |
Name |
Gemfields Group Limited |
|||
|
b) |
LEI |
21380017GAVXTCYS5R31 |
|||
|
4
|
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
|
||||
|
a)
|
Description of the financial instrument, type of instrument |
Ordinary Shares of USD0.00001 each |
|||
|
Identification code |
ISIN: GG00BG0KTL52 |
||||
|
b) |
Nature of the transaction |
Grant of nominal cost options |
|||
|
c)
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
|
Nil |
2,485,919 |
|
|
|
|
|
|
|
|
|
|
d)
|
Aggregated information |
|
|||
|
|
|
||||
|
- Aggregated volume |
2,485,919 |
||||
|
|
|
||||
|
- Price |
Nil
|
||||
|
e) |
Date of the transaction |
29 September 2025 |
|||
|
f) |
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR3 579 723 |
|
Nature of interest: |
Direct beneficial |
Notification of a Transaction in terms of the JSE Listings Requirements
|
Name |
Toby Hewitt |
|||
|
Position/status |
Company Secretary and General Counsel |
|||
|
Nature of the transaction |
Grant of nominal cost options |
|||
|
Price(s) and volume(s) |
|
|
|
|
|
|
|
Price(s) |
Volume(s) |
|
|
|
|
Nil |
2,237,327 |
|
|
|
|
|
|
|
|
Date of the transaction |
29 September 2025 |
|||
|
Nature of interest |
Direct Beneficial |
|||
|
Place of the transaction |
Off market transaction |
|||
In compliance with Rules 3.63 - 3.74 of the JSE Listings Requirements the following additional information is disclosed:
|
Total deemed valued of transaction: |
ZAR3 221 751 |
|
Nature of interest: |
Direct Beneficial |
Clearance was obtained for the above dealings in securities.
*Deemed transaction value was calculated using the closing price of ZAR1.44 on the JSE Limited on 26 September 2025.
-ENDS-
Further information on Gemfields Group Limited can be found at:
To join our investor mailing list, contact us on:
[email protected]
For any press enquiries please contact us on:
[email protected]
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014 which forms part of domestic UK law pursuant to the European Union (withdrawal) act 2018 ("MAR").
ENQUIRIES
|
GEMFIELDS |
Sean Gilbertson / David Lovett / Heinrich Richter [email protected] |
|
SPONSOR (JSE) |
Investec Bank Limited |
|
NOMINATED ADVISER |
Panmure Liberum |
|
GEMFIELDS HEAD OFFICE PR, LONDON |
Helena Choudhury / Albertina Namburete |
ADDITIONAL INFORMATION ON GEMFIELDS
Gemfields is a world-leading miner and marketer of coloured gemstones. Gemfields is the operator and 75% owner of both the Kagem emerald mine in Zambia and the Montepuez ruby mine in Mozambique. In addition, Gemfields also holds controlling interests in various other gemstone mining and prospecting licences in Zambia, Mozambique, Ethiopia and Madagascar.
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
GEMFIELDS.COM | INVESTORS |FOUNDATION
INSTAGRAM | FACEBOOK | X | YOUTUBE
KAGEM MINING LINKEDIN
MONTEPUEZ RUBY MINING LINKEDIN