TIDMGEMD
RNS Number : 6270A
Gem Diamonds Limited
02 June 2021
2 June 2021
GEM DIAMONDS LIMITED
("Gem Diamonds" or "the Company")
Results of Annual General Meeting
The Company announces that at its Annual General Meeting ('AGM')
held at 10.00 a.m. on Wednesday 2 June 2021 all resolutions put to
the meeting, other than resolutions 15 (disapplication of
pre-emption rights) and 16 (disapplication of further pre-emption
rights), were duly passed by poll vote.
The full text of the resolutions considered at the AGM are
contained in the Notice of AGM published on 30 April 2021 which is
available on the Company's website at www.gemdiamonds.com
Results of the poll vote on each resolution are set out
below:
.
Resolution For % For Against % Against Withheld
To receive
the 2020 Annual
1 Report 111,844,729 100.00% 13 0.00% 0
----------------------- ------------ -------- ----------- ---------- -----------
To approve
the Directors'
Remuneration
2 Policy 101,332,434 90.60% 10,512,308 9.40% 0
----------------------- ------------ -------- ----------- ---------- -----------
To approve
the Directors'
Remuneration
3 report 100,217,068 89.67% 11,542,203 10.33% 85,471
----------------------- ------------ -------- ----------- ---------- -----------
Re-appointment
4 of auditor 109,473,108 97.88% 2,371,634 2.12% 0
----------------------- ------------ -------- ----------- ---------- -----------
Remuneration
5 of auditor 111,844,729 100.00% 13 0.00% 0
----------------------- ------------ -------- ----------- ---------- -----------
To approve
a final dividend
of 2.5 US cents
per ordinary
6 share 111,844,729 100.00% 13 0.00% 0
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Harry
7 Kenyon-Slaney 75,092,110 92.25% 6,305,578 7.75% 30,447,054
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Michael
8 Lynch-Bell 74,774,838 91.87% 6,612,850 8.13% 30,457,054
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Mike
9 Brown 75,055,246 92.21% 6,342,442 7.79% 30,447,054
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Mazvi
10 Maharasoa 72,716,792 89.34% 8,680,896 10.66% 30,447,054
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Clifford
11 Elphick 75,103,050 92.27% 6,294,638 7.73% 30,447,054
----------------------- ------------ -------- ----------- ---------- -----------
Re-elect Michael
12 Michael 75,088,398 92.25% 6,309,290 7.75% 30,447,054
----------------------- ------------ -------- ----------- ---------- -----------
Elect Rosalind
13 Kainyah 105,553,238 94.37% 6,291,504 5.63% 0
----------------------- ------------ -------- ----------- ---------- -----------
To renew the
Directors'
authority to
14 allot securities 80,513,009 71.99% 31,331,733 28.01% 0
----------------------- ------------ -------- ----------- ---------- -----------
To waive shareholders'
rights of pre
15 -- emption 81,397,675 72.78% 30,447,067 27.22% 0
----------------------- ------------ -------- ----------- ---------- -----------
To waive shareholders'
rights of pre
-- emption
in connection
with an acquisition
or specified
16 capital investment 72,758,167 65.05% 39,086,575 34.95% 0
----------------------- ------------ -------- ----------- ---------- -----------
Authority for
the Company
to purchase
17 its own shares 109,473,108 97.88% 2,371,634 2.12% 0
----------------------- ------------ -------- ----------- ---------- -----------
To adopt new
Articles of
18 Association 111,844,729 100.00% 13 0.00% 0
----------------------- ------------ -------- ----------- ---------- -----------
The Board acknowledges the failure to pass the following special
resolutions, (primarily as a result of votes cast by a significant
shareholder):
-- Resolution 15 (disapplication of pre-emption rights); and
-- Resolution 16 (disapplication of further pre-emption rights).
The Board is disappointed in this outcome given that each of the
resolutions followed the provisions of the Pre-Emption Group's
Statement of Principles for the disapplication of pre-emption
rights and reflect UK listed company market practice, and received
support from independent corporate governance and shareholder
advisory consultancies. The Board considers the flexibility
afforded by these authorities to be in the best interests of the
Company and shareholders and notes that they have received support
at past AGMs. However, as seen at the 2020 AGM, the Board notes
that a significant shareholder, with whom it has actively engaged,
remains unable to support these resolutions (and indeed Resolution
14) as a matter of policy. Consequently, it has also again received
significant votes against Resolution 14 (authority to allot
shares).
The Board remains committed to continuing an open and
transparent dialogue and will accordingly, seek to continue to
engage with this significant shareholder, and other shareholders,
regarding their views in this area. The Company will publish an
update on this engagement, in accordance with the UK Corporate
Governance Code, within six months of the 2021 AGM and in the
Company's 2021 Annual Report and Accounts. It will report on any
steps that have been taken to understand shareholders' views in
relation to these resolutions and what impact any feedback may have
on future decisions to be taken by the Board and actions or
resolutions to be proposed.
1. All resolutions, with the exception of resolutions 15 and 16,
were passed.
2. Votes "For" and "Against" are expressed as a percentage of
votes received.
3. A "Vote withheld" is not a vote in law and is not counted in
the calculation of the % of shares voted "For" or "Against" a
resolution.
4. The total voting rights of the Company on 2 June 2021 is
140,402,323 Ordinary Shares of US$ 0.01 each. The Company holds no
Ordinary Shares in Treasury.
5. In accordance with LR 9.6.2, a copy of the resolutions, other
than those concerning ordinary business, will be submitted to the
UK Listing Authority and will in due course be available for
inspection via the FCA National Storage Mechanism.
6. These poll results will be available shortly on the Company's
website www.gemdiamonds.com
For further information, please contact:
Gem Diamonds Limited
Susan Wallace, Company Secretarial department
Tel: +44(0) 203 043 0280
ir@gemdiamonds.com
Celicourt Communications
Mark Antelme/Ollie Mills
Tel: +44 (0) 208 434 2643
About Gem Diamonds :
Gem Diamonds is a leading global diamond producer of high value
diamonds. The Company owns 70% of the Letšeng mine in Lesotho and
is currently in the process of selling its 100% share of the
Ghaghoo mine in Botswana. The Letšeng mine is famous for the
production of large, top colour, exceptional white diamonds, making
it the highest dollar per carat kimberlite diamond mine in the
world. www.gemdiamonds.com
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END
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