Responding to a new definite cash offer made by Chinese company Fosun Gold of approximately £256 million for the entire issued and to be issued share capital of the Company, the Independent Committee of the Board of Gemfields plc has said that this “certain cash exit on offer” is “materially more attractive than the unsolicited all‐share nil‐premium offer from Pallinghurst Resources Limited announced on 19 May 2017”.

The statement added that the Committee would “recommend that shareholders accept the Fosun Offer” (of 45p in cash per share), “so as to secure a relatively more attractive outcome for their investment”.

The Committee clarified that it considered that “the financial terms of the Fosun Offer are not fair and reasonable”, though it was at an 18.2% premium as compared to the implied value of the Pallinghurst bid.

It said that its advice was based on the belief that “the Unsolicited Pallinghurst Offer would dilute Gemfields shareholders with inferior assets that offer exposure to more volatile commodities and with less attractive prospects”.

Two members of the Committee, Ian Harebottle (CEO of Gemfields) and Janet Boyce (CFO of Gemfields) have irrevocably undertaken to accept the Fosun offer in respect of their own shares and/or, as applicable, share options, absent a higher offer for Gemfields emerging, and have reached a Management Co‐Investment Arrangement with Fosun. Given this, they are no longer a part of the Independent Committee.

In a statement on the Fosun Offer, Wang Qunbin, Executive Director and Chief Executive Officer of Fosun said: "Fosun is a longterm value investor. We have been persistently looking for investment opportunities which can combine global resources with China's growth momentum and further develop industries related to health, happiness and wealth. We are attracted by Gemfields' professional management team and Gemfields' longterm business potential, in particular in the China market."