Highlights of the announcement are:
- Proposed offer for Tanzanite One of 45 pence per share
- Bid values T1 at £33 million
- T1 to consider the proposal at their next meeting, scheduled for 19 September 2008
Gemfields Resources Plc (Gemfields) announces a proposed offer for Tanzanite One Limited (T1) of 45 pence for each T1 common share of US$0.0003 (T1 Shares) (the Proposed Offer). The Proposed Offer would entitle T1 Shareholders to elect to receive as consideration either cash or ordinary shares of GBP 0.01 each in the capital of Gemfields (Gemfields Shares), or any combination thereof. The Proposed Offer would be reduced pro rata should T1 pay any dividend or make any other payment to shareholders prior to completion.
The Proposed Offer values the whole of the issued common share capital of T1 at approximately GBP 33 million representing a premium of approximately 76.5 per cent. over the middle-market quotation of a T1 Share of 25.5 pence at the close of business on 29 August 2008, the last dealing day before Gemfields' recent acquisition of T1 Shares.
T1 shareholders electing to receive Gemfields Shares for all or part of their T1 Shares will receive 1.4 Gemfields Shares for each T1 Share, equivalent to 32 pence for each Gemfields Share. The 30-day and 60-day volume weighted average share prices for Gemfields were 32 and 34.4 pence per share respectively at the close of business on 29 August 2008 (the last dealing day before Gemfields began acquiring shares in T1). Gemfields completed a GBP 30 million placing in June 2008 at 45 pence per
Gemfields wrote formally to the board of directors of T1 on 2 September 2008 proposing an amalgamation of Gemfields and T1 and noting that this might best be achieved by Gemfields making an offer to T1 shareholders. The board of T1 have advised Gemfields that they will consider the proposal at their next meeting, scheduled for 19 September 2008. This announcement has been released by Gemfields at this time in response to market speculation regarding the acquisition of T1 Shares as mentioned above.