Following  Pallinghurst Resources Limited’s firm  offer made on 19 May 2017 “to acquire at   nil‐premium  the issued and to be issued share capital of Gemfields plc  that it did not already own”, Gemfields had set up an Independent Committee to evaluate and consider the offer along with its advisers.

The Independent Committee comprises Graham Mascall (as Chairman), Clive Newall, Finn Behnken, Ian Harebottle and Janet Boyce, “each of whom the board of the Company considers to be free from conflicts of interest in respect of the Unsolicited Offer” said Gemfields. The mandate for the members of this committee  is to “act in accordance with their duties as directors and, in particular, in order to protect the interests of the minority independent shareholders of the Company”.

After receiving  feedback from independent shareholders, and discussing the unsolicited  offer with its advisers, the Independent Committee  unanimously arrived at the conclusion “that the terms significantly undervalue the Company, its unique asset base and its leading position in the coloured gemstone sector”.

 Committee Chairman said: "The Independent Committee is unanimous in concluding that the Unsolicited Offer from Pallinghurst is derisory and clearly undervalues the Company. The Company has an exceptional management team with a clear strategy to deliver additional shareholder value on a standalone basis from our unique asset base."

He added: "The Independent Committee believes the Unsolicited Offer has the potential to dilute Gemfields shareholders with inferior assets that offer exposure to more volatile commodities and with less attractive prospects. The Unsolicited Offer would appear to be driven by Pallinghurst's proposed restructuring which seeks to preserve the Pallinghurst investment managers' own self‐interests at the expense of the independent shareholders of Gemfields."

Gemfields therefore concluded by saying in a press release: “The Independent Committee continues to strongly advise its shareholders to take no action at this time. Further announcements will be made as appropriate.”