Gemfields Biggest Shareholder Makes Unsolicited Offer For Remaining Shares

Emerald and diamond necklace by Carolina Bucci using Gemfields Zambian emeralds 

Private equity company, Pallinghurst Resources, has made an unsolicited offer for the 53% of shares in Gemfields it does not already own. 

Pallinghurst, based in South Africa, specializes in investments in the mining sector. It is offering approximately $150 million in its shares for the remaining stake in Gemfields, a London-based colored gemstone mining and marketing company, making it a core component of Pallinghurst’s value. 

Pallinghurst’s offer doesn’t provide any added value to Gemfields, which it values at approximately $295 million.

Gemfields Board, in a statement to shareholders, “strongly advises … to take no action at this time.” However, Gemfields shareholders owning 28% of the company had already agreed to the offer, Pallinghurst says, giving it 75 percent backing and making the offer unconditional. 

Gemfields in its current form was created in 2008 when Pallinghurst and its co-investors contributed the Kagem emerald mine to Gemfields, its core operating asset, for shares. This transaction made Pallinghurst and its co-investors the majority shareholders of Gemfields. In 2013, Pallinghurst added the luxury brand, Fabergé, to Gemfields holdings, increasing Pallinghurst group’s direct ownership in Gemfields to the current level of 47.09%.

The strategy from the beginning was for Gemfields to become the “De Beers of the Colored Gemstone Industry” by creating a mine-to-market strategy for its responsibly sourced gems that could be traced throughout the supply chain and communicated to the industry and consumers. Part of this communication involves creating a grading system for determining emerald quality. 

Pallinghurst contends that Gemfields is “an attractive and unique business” but in its current structure is constrained by limited access to equity and debt capital, low share liquidity and high costs.

“Pallinghurst believes that, since its investment, the performance of the Gemfields share price has been disappointing and despite the major positive developments, Gemfields’ shareholders, including Pallinghurst, have not benefited appropriately,” Pallinghurst said in a statement. “The share price of Gemfields has not increased over the last decade.” 

Gemfields key holdings are: 

* 75% of the Kagem emerald mine in Zambia; 
* 75% of the Montepuez ruby mine in Mozambique; 
* 50% of the Kariba amethyst mine in Zambia; and 
* 100% of Fabergé Limited. 

Once gaining full control of Gemfields, Pallinghurst will delist Gemfields from the Alternative Investment Market (AIM), a sub-market of the London Stock Exchange for smaller, less-viable companies, and take it private, at least for the time being. Pallinghurst is listed on the Johannesburg Stock Exchange (JSE) and the Bermuda Stock Exchange (BSX) and it said it would consider listing Gemfields on the LSE.

Pallinghurst, in order to create profitability for Gemfields, said it would do the following: 

* Focus on Gemfields’ core emerald and ruby operations in Zambia and Mozambique, respectively, and develop these to optimal scale;
* Accelerate the development of its existing portfolio of projects to mitigate the dependency on its attractive, but cyclical assets;
* Explore strategic alternatives for Fabergé, where significant growth capital is still required to reach its full potential; and
* Pursue cost reductions across the enlarged group.

Gemfields sells its rough gems through international auctions, which Pallinghurst says has “brought a level of professionalism and transparency previously not seen in the industry.” With its proprietary grading system for gems, Gemfields developed three auction classes, one offering higher quality gemstones, one for the larger volume of lower quality gemstones and the last offering mixed quality gemstones.

Pallinghurst said acquiring all of Gemfields would allow it to collapse its investment structure and simplify its management arrangements.

“The result will be a renewed Pallinghurst with a simplified operating model and an in-house management team,” Pallinghurst said in a statement. “The value of the underlying assets will be more clearly demonstrable with clearer earnings and operating metrics that can be benchmarked against industry peers. The revised structure model will allow Pallinghurst to rationalize costs across the group by simplifying the group's structures.”

The statement continued, “Post completion … Pallinghurst expects to have an enlarged market capitalization, improved trading liquidity and equity broker coverage. The board of directors of Pallinghurst believes that the combination of these factors should be value accretive for all shareholders.” 

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De Beers Has A New CEO, Bruce Cleaver

Bruce Cleaver

Bruce Cleaver has been appointed the next CEO of De Beers. The announcement was made Friday morning by Anglo American and De Beers and the appointment will take effect on July 1. 

Anglo American, one of the world’s largest mining companies, owns an 85 percent share of De Beers.

Cleaver, 51, will replace Philippe Mellier, who announced his resignation Friday after serving in the top position at De Beers for approximately five years. 

Cleaver served as De Beers’ executive director responsible for strategy and commercial relationships until 2015, also serving as co-acting CEO for a year prior to Philippe Mellier’s appointment in 2011. He was appointed group director of Strategy and Business Development for Anglo American in 2015. 

“Bruce's leadership of De Beers' strategy and its commercial and government relationships working alongside Philippe and over much of the last decade, combined with his time working with us to shape the new Anglo American strategy, provide strong continuity at an important stage in the diamond market's recovery,” said Mark Cutifani, chief executive of Anglo American and Chairman of De Beers. 

Philippe Mellier

Cleaver takes over for the diamond mining and marketing giant at a difficult time, as 2015 was diamond industry’s worst year since the global recession. A decline in consumer demand led by China caused excess inventory of the precious gem and led to an oversupply of diamonds. 

This year marked a mild recovery in diamond demand led by an increase in demand in the United States, which accounts for 45 percent of global diamond demand. 

“The structural dynamics of the diamond market continue to improve, led by the strength of consumer demand for diamond jewelry,” Cutifani said. “With the proven management team in place, De Beers is well positioned to maximize value for all its stakeholders across the diamond value chain.”

Cleaver added: “I am honored to be asked to lead one of the world’s great companies. Diamonds are as relevant to today’s consumers, all over the world, as they were to their parents and their parents before them. Diamonds have also made positive contributions to a host of countries that have used their revenues wisely, to communities and to all who have been touched by their mystique and the practical benefits of responsible mining and ethical sourcing. As the world continues to evolve ever more rapidly, it is our task to ensure that we remain as relevant as we are today and to grow our position in the luxury world.”

Mellier—who previously served as president as Alstom Transport, a French multinational conglomerate—was an industry outsider when he was appointed to lead De Beers in 2015. He said he had always planned to hold the top job at De Beers for five years. 

“Having steered through some of the diamond industry’s toughest times and with the market showing signs of recovery, now is the right time for me to pass the baton to the next generation. I have worked closely with Bruce Cleaver throughout and I have no doubt about his abilities and experience to lead De Beers on the next stage of its journey as the world’s leading diamond company.”

Cutifani noted that Mellier “has led De Beers with great agility, transforming the company’s strategic and operational mindset with a strong customer focus to ensure that consumer desire for diamond jewelry is at the very heart of decision making across the diamond pipeline. He has navigated through structural change and considerable market volatility over the last five years, while cementing De Beers’ unquestioned leadership position.”  

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