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View Annual Report 127694 GemDiamonds COVER_127694 GemDiamonds COVER 30/04/2010 07:47 Page 1 GEM DIAMONDS ANNUAL REPORT 2009 ANNUAL REPORT 2009 www.gemdiamonds.com 127694 GemDiamonds COVER_127694 GemDiamonds COVER 30/04/2010 07:48 Page 2 GEM DIAMONDS ANNUAL REPORT 2009 Highlights 1 Board of Directors 2 Chairman’s Review 4 Chief Executive Officer’s Review 6 Chief Financial Officer’s Review 10 Annual Resource Statement 16 Sustainable Development Report 19 Directors’ Report 38 Remuneration Report 41 Corporate Governance Report 50 Annual Financial Statements 57 Advisors and Contacts ibc Contact Details GEM DIAMONDS LIMITED Registered Office Head Office Harbour House, 2nd Floor 2 Eaton Gate Waterfront Drive London SW1W 9BJ Road Town United Kingdom Tortola T: +44 203 043 0280 British Virgin Islands F: +44 203 043 0281 Advisors Financial Advisors and Sponsor Auditors and Reporting Accountants JPMorgan Cazenove Limited Ernst & Young LLP 20 Moorgate 1 More London Place London EC2R 6DA London SE1 2AF United Kingdom United Kingdom T: +44 20 7588 2828 T: +44 20 7951 2000 F: +44 20 7155 9000 F: +44 20 7951 1345 Legal Advisor Financial PR Advisor Linklaters Pelham Bell Pottinger Public Relations One Silk Street 12 Arthur Street London EC2Y 8HQ London, EC4R 9AB United Kingdom T: +44 20 7337 1500 T: +44 20 7456 2000 F: +44 20 7337 1550 F: +44 20 7456 2222 Front cover image: +10ct emerald cut D IF diamond, cut from Letšeng rough. Inside front cover image: Ellendale fancy yellow diamonds. 127694 GemDiamonds Pt1 3 column_127694 Gem Diamonds Pt1 30/04/2010 08:09 Page 1 GEM DIAMONDS ANNUAL REPORT 2009 Gem Diamonds is a global diamond mining company that has pursued a long term growth strategy through targeted acquisitions and the development of its existing assets. Under the depressed market conditions of late 2008 and early 2009, the Company focused its strategy on developing its cash generating assets and curtailing all non- essential capital and development expenditure. The Company’s portfolio comprises producing kimberlite and lamproite mines in Lesotho and Australia, as well as operations, development projects and exploration assets in Angola, Botswana, the Central African Republic and Indonesia. With Let˘seng’s production of the world’s most remarkable white diamonds and Ellendale’s production of rare fancy yellow diamonds, Gem Diamonds remains focused on higher value diamonds. This segment of the market is expected to deliver attractive long term returns. HIGHLIGHTS Revenue of US$244.4 million EBITDA of US$53.4 million Capital raising via a Placing of 75 million shares raised a net US$98.8 million Year end cash on hand of US$113.8 million and no debt outstanding Strong recovery in prices for rough diamonds in second quarter and second half of 2009 Total in situ resource carats maintained at circa 30 million carats Let˘seng and Ellendale remained profitable for the year Ellendale E9 operation set new production records and generated a profit for the year Tiffany & Co. life of mine off-take agreement in place for Ellendale’s production of fancy yellow diamonds Lowest LTIFR since listing Fatality free year over 4.4 million man-hours 1 127694 GemDiamonds Pt1 3 column_127694 Gem Diamonds Pt1 30/04/2010 08:09 Page 2 GEM DIAMONDS ANNUAL REPORT 2009 Board of Directors Non-Executive Chairman – Roger Davis Mike Salamon Gavin Beevers Dave Elzas Richard Williams Roger Davis (53) Mike Salamon (55) non-Executive Chairman Senior Independent Director Roger spent eight years at Barclays, latterly as Mike is a mining engineer with an MBA and has the CEO of the UK banking operation and as a over 30 years experience in the mining sector. member of the Board of Barclays Plc. Under his He was a founding director of Billiton and was leadership, the UK business was significantly instrumental in Billiton’s IPO on the London restructured. Prior to that, he spent ten years in Stock Exchange in 1997 and the subsequent investment banking in London and held merger with BHP in 2001. Mike retired from his various positions in China and India for position of Executive Director at BHP Billiton in Flemings and BZW. Roger started his career 2006 and is now the Chairman of New World with a 12 year service in the British Army. He Resources, a non-Executive Director of Central joined Gem Diamonds in February 2007. Rand Gold, Ferrexpo Plc and co-President of private equity fund AMCI Capital. Mike joined Gem Diamonds in February 2008. Executive CEO – Clifford Elphick Alan Ashworth Kevin Burford Glenn Turner Clifford Elphick (49) Alan Ashworth (55) Chief Executive Officer Chief Operating Officer Clifford joined Anglo American Corporation in Alan holds a BSc in Mining Engineering and has 1986 and was seconded to E. Oppenheimer 32 years’ experience in the mining industry. and Son as Harry Oppenheimer’s personal During his career he has worked in various assistant in 1988. In 1990, he was appointed countries, including South Africa, Namibia, Managing Director of E. Oppenheimer and Son, Botswana, Guinea, Ghana and Russia. He spent a position he held until leaving in December 28 years within the De Beers group, including 2004. During that time, Clifford was also a four years as the General Manager of the director of Central Holdings, Anglo American Namdeb Diamond Corporation and four years and DB Investments. Following the privatisation as the Group Manager–Operations and as of De Beers in 2000, Clifford served on the De Head of Operations for DBCM. From March Beers Executive Committee. Clifford formed 2006 until August 2007, he was the Managing Gem Diamonds in July 2005.He was appointed Director of Gold Fields’ Ghana operations in Chairman of Jumelles Holdings Ltd on West Africa. Alan joined Gem Diamonds in 26 November 2009. November 2007 and was appointed to the Board in April 2008. 2 127694 GemDiamonds Pt1 3 column_127694 Gem Diamonds Pt1 30/04/2010 08:09 Page 3 GEM DIAMONDS ANNUAL REPORT 2009 Gavin Beevers (60) Dave Elzas (43) Richard Williams MBE MC (43) non-Executive Director non-Executive Director non-Executive Director Gavin was the Director of Operations at De Dave has over 15 years working experience in Richard spent 20 years in the British Army, Beers from April 2000 until his retirement in international investment banking. Between latterly as the Commanding Officer of 22 SAS 2004. He had joined De Beers in 1979 and was 1994 and 2000, Dave served as a Senior Regiment, during which time he saw service based in Botswana for 11 years. Thereafter he Executive and subsequently Managing across the Middle East, Latin America and was appointed Assistant General Manager at Director of the Beny Steinmetz Group. Dave is Africa. Richard has an MBA from Cranfield De Beers Marine in Cape Town until 1994, currently the Senior Partner and CEO of the University and a Masters in International whereafter he returned to Botswana as General Geneva Management Group, an international Security Studies from Kings College, London. Manager at the Orapa and Lethlakane Mines. wealth management and financial services Richard is the CEO of Chakata Ltd, an From January 1996 to March 2000, Gavin held company. Dave joined Gem Diamonds in investment management company focused the position of Deputy Managing Director of October 2005. on defence and security technologies. Richard Debswana Diamond Company. Gavin joined joined Gem Diamonds in February 2008. Gem Diamonds in February 2007. Kevin Burford (51) Glenn Turner (49) Chief Financial Officer Chief Legal and Commercial Officer Kevin has 25 years experience in the mining Glenn was called to the Johannesburg Bar in industry having worked for De Beers and Anglo 1987 where he spent 14 years practising as an American between 1985 and 2005, and Xstrata advocate specialising in general commercial in 2005. Previously he was the Group Manager and competition law, and took silk in 2002. Glenn – Finance in De Beers where he had was appointed De Beers’ first General Counsel responsibility for the financial aspects of all De in 2002 and was also a member of the Executive Beers’ operations and exploration activities Committee. Glenn was responsible for a number across the globe. In addition he has held of key initiatives during his tenure, including strategic leadership positions covering supply overseeing De Beers’ re-entry into the USA. chain, IT, risk management, internal audit and Glenn joined Gem Diamonds in May 2006 and business strategy. Kevin completed his articles was appointed to the Board in April 2008. with Coopers and Lybrand in 1984 and is a registered Chartered Accountant. Kevin joined Gem Diamonds in January 2006. 3 127694 GemDiamonds Pt1 3 column_127694 Gem Diamonds Pt1 30/04/2010 08:09 Page 4 GEM DIAMONDS ANNUAL REPORT 2009 Chairman’s Review 2009 was an extremely challenging year for the The Board of Gem Diamonds took the decision The operational improvements and efficiencies global diamond industry, Gem Diamonds, its to raise equity capital in order to strengthen the at Kimberley Diamonds in Australia have been management and its shareholders. The balance sheet and pay down existing debt. With very pleasing and Ellendale is now generating negative impact of the global financial crisis on the support of our shareholders, Gem Diamonds positive operating cash flows. Kimberley rough prices at the end of 2008 continued into raised a net US$98.8 million via a firm Placing of Diamonds continues to be a major producer of early 2009 and by the end of the first quarter of 75 million new shares which were listed in April rare fancy yellow diamonds and in December 2009, rough diamond prices had fallen by more 2009 on the London Stock Exchange. Gem 2009 signed a long-term supply agreement to than 60% in certain categories from their 2008 Diamonds took steps to pay down its then sell its fancy yellow diamonds exclusively to a highs.
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