TIDMZCC
RNS Number : 0146F
ZCCM Invs.Hldgs PLC
16 April 2014
ZCCM INVESTMENTS HOLDINGS PLC
(Incorporated in the Republic of Zambia /Company Registration
Number: 771)
Share Code: ZCCM-IH
ISIN: ZM0000000037
("ZCCM-IH" or "the Company")
Address: 1st Floor, Mukuba Pension House, Dedan Kimathi
Road, Lusaka
--------------------------------------------------------------
CLAW BACK RIGHTS OFFER
FINALISATION ANNOUNCEMENT - THE TERMS OF THE RIGHTS
OFFER
--------------------------------------------------------------
INTRODUCTION
ZCCM-IH Shareholders ("Shareholders") are referred to the
Declaration Announcement published on 11 April 2014 advising
shareholders of the proposed Rights Offer to be implemented by way
of a fully subscribed renounceable Claw-Back Rights Offer (the
"Rights Offer").
In compliance with the Listing Rules of the Lusaka Stock
Exchange ("LuSE") and further to the Declaration Announcement dated
11 April 2014, Shareholders are advised that the relevant Rights
Offer terms and documentation have been finalized. Accordingly,
ZCCM-IH will now proceed with the Rights Offer.
AUTHORISATION
At the Extraordinary General Meeting (EGM) of the Company held
on 24 February 2014, ("EGM") Shareholders authorised the Board of
Directors to proceed with the recapitalisation of ZCCM-IH to
strengthen the Company's balance sheet in the immediate to long
term by issuance of new Ordinary Shares to existing Shareholders by
way of a renounceable claw-back rights offer to raise up to a
maximum of ZMW 2.5 billion.
SALIENT TERMS
Pursuant to the adoption of the EGM resolutions and the
completion of the recapitalisation, the Government of the Republic
of Zambia ("GRZ") and the National Pension Scheme Authority
("NAPSA") have subscribed for a total of 71,503,858 new Ordinary
Shares on the following basis:
1. GRZ
-- 43,100,861 new Class "A" Ordinary Shares at a price of ZMW 29.23 per share; and
-- 19,482,040 new Class "B" Ordinary Shares at a price of ZMW 29.23 per share.
2. NAPSA
-- 8,920,957 new Class "B" Ordinary Shares at a price of ZMW
29.23 per share on a claw - back basis.
GRZ's subscription for the 43,100,861 new Class"A" Ordinary
Shares and the 19,482,040 new Class"B" Ordinary Shares represents
full take up of its 87.53 % entitlement under the Rights Offer.
The 8,920,957 new Class "B" Ordinary Shares subscribed for by
NAPSA represent the full 12.47 % entitlement due to minority
Shareholders under the Rights Offer and these shares are therefore
subject to claw back purchases by the respective minority
Shareholders in exercise of their rights to follow and subscribe
for the new shares on a pro-rata basis, should they wish to.
The recapitalisation of ZCCM-IH has therefore already been
realised and completed via the share subscription by GRZ as take-up
of its full entitlement of 87.53 % of the Rights Offer and the
underwriting subscription by NAPSA for 12.47 % of the Rights Offer,
in advance of the opening date for minority Shareholders to
participate in the Rights Offer exercise.
Accordingly, minority Shareholders are now being offered the
opportunity to exercise their right to claw back their shareholding
in ZCCM-IH by participating in the Rights Offer via purchase of
shares from NAPSA on a pro-rata basis, should they wish to. The
salient terms and features of the Rights Offer are summarised
below:
Number of existing issued : A total of 89,296,428 ordinary
and paid up Shares before shares of the Company are
the recapitalisation in issue comprising:-
* 53,825,808 Class A shares held by GRZ;
* 24,329,828 Class B shares held by GRZ; and
* 11,140,792 Class B shares held by the Minorities
Number of Shares subscribed : A total of new 71,503,858
for by GRZ and NAPSA to ordinary shares of the Company
recapitalise the Company comprising:-
pursuant to the Debt Settlement * 43,100,861 new Class A shares subscribed for by GRZ;
Agreement and the Underwriting
Agreement respectively.
* 19,482,040 new Class B shares subscribed for by GRZ;
and
* 8,920,957 new Class B shares subscribed for by NAPSA.
Number of issued and paid : A total of 160,800,286 ordinary
up Shares after the Rights shares of the Company comprising:-
Offer /recapitalisation
* 96,926,669 Class A shares held by GRZ;
* 43,811,868 Class B shares held by GRZ;
* 11,140,792 Class B shares held by the Minorities; and
* 8,920,957 Class B shares held by NAPSA and subject to
claw-back by the Minorities.
Number of issued and paid : 8,920,957 Class B shares
up Shares subject to the held by NAPSA
Claw-back Offer
Rights Offer Ratio : 4 new shares for every 5
existing shares held on Record
Date
Record Date : 09 May 2014
Price of the New Rights : ZMW 29.23 per Rights Offer
Offer shares share
Amount to be raised under : ZMW 260,759,573.11 as fresh
the Claw-back Rights Offer capital based on the 8,920,957
shares representing 12.47
% of the Rights Offer as
entitlement to the Minorities.
Underwriter : National Pension Scheme Authority
(NAPSA) on a claw back basis
for the 12.47 % portion of
the new shares that represent
the entitlement to the Minorities.
The Rights Offer Price of ZMW 29.23 per share represents a
premium of 8.25 % to the 30 day volume weighted average share price
(VWAP) of ZMW 27.00 on the LuSE, of ZCCM-IH Ordinary Shares on
Tuesday, 25 March 2014, the date of the Underwriting Agreement.
SALIENT DATES AND TIMES
The salient dates and times pertaining to the Rights Offer are
as follow:-
Day Date Event
---------- ------------- ---------------------------------------
Friday 11 April Declaration Announcement
2014
---------- ------------- ---------------------------------------
Wednesday 16 April Finalisation Announcement
2014
---------- ------------- ---------------------------------------
Wednesday 16 April SEC approval of Registration statement
2014 and Rights Offer document
---------- ------------- ---------------------------------------
Thursday 17 April LuSE approval of Listing application
2014 and Rights Offer document
---------- ------------- ---------------------------------------
Friday 25 April Marché Libre Paris - last day
2014 for trading in ZCCM-IH shares in
order
to qualify to participate in the
Rights Offer
---------- ------------- ---------------------------------------
Tuesday 06 May 2014 LuSE ZAMBIA - Last day for trading
in ZCCM-IH shares in order to qualify
to participate in the Rights Offer
---------- ------------- ---------------------------------------
Friday 09 May 2014 Last day to register for rights
offer - the Record Date
---------- ------------- ---------------------------------------
Monday 12 May 2014 Rights Offer Opens;
Rights Offer Letters of Allocation
( Las) listed on the LuSE;
Rights Offer Circular posted to
Qualifying Shareholders as at Record
Date.
---------- ------------- ---------------------------------------
Thursday 12 June 2014 Last day for dealing in LAs on the
LuSE
---------- ------------- ---------------------------------------
Friday 13 June 2014 Offer closes (14:00) - earliest
date
---------- ------------- ---------------------------------------
Monday 23 June 2014 New Rights Offer Shares listed on
the LuSE
---------- ------------- ---------------------------------------
Monday 30 June 2014 Results announcement
---------- ------------- ---------------------------------------
FINANCIAL EFFECTS OF THE RIGHTS OFFER
The pro forma financial information before and after the rights
offer, for which the directors are responsible, is provided for
illustrative purposes only to show the effect of the Rights Offer
on earnings per share (EPS) and net asset value per share (NAVPS).
By virtue of its nature, pro forma financial information before and
after the Rights Offer may not fairly present the Company's
financial position subsequent to the Rights Offer. The pro forma
financial effects have been prepared in accordance with the LuSE
Listing Requirements and the Guide on Pro Forma Financial
Information issued by the Zambian Institute of Chartered
Accountants and are consistent with those applied in the published
unaudited financial statements of ZCCM-IH for the six months period
ended 30 September 2013.
Pro forma financial effects
Before Pro forma After Percentage
adjustments change (%)
------------------------ ---------- ------------ ----------- -----------
(-) 44.23
EPS ( ZMW ) 1.84 -0.814 1.017 %
------------------------ ---------- ------------ ----------- -----------
NAV per share ( ZMW (-) 20.32
) 53.47 -10.87 42.60 %
------------------------ ---------- ------------ ----------- -----------
Ordinary Shares in
issue 89,296,428 +71,503,858 160,800,286 +80.07 %
------------------------ ---------- ------------ ----------- -----------
Weighted average number
of Ordinary
Shares in issue 89,296,428 +71,503,858 160,800,286 +80.07 %
------------------------ ---------- ------------ ----------- -----------
UNDERWRITER
ZCCM-IH entered into an Underwriting Agreement with NAPSA in
terms of which NAPSA committed and subscribed, on a claw back
basis, for all the 8,920,957 Claw-back Rights Offer Shares
representing 12.47 % of the Rights Offer as the full entitlement of
the Minorities. Accordingly, a total of ZMW 260,759,573.11 has
already been paid by NAPSA to ZCCM-IH in line with the Underwriting
Agreement.
The Claw-back Rights Offer has therefore been fully subscribed
for and the minority Shareholders will now have the opportunity and
right to acquire , should they wish to , from NAPSA , their pro
rata portion of the Rights Offer Shares upon the terms set out in
the Circular.
In terms of the Underwriting Agreement, after the Rights Offer
closes , NAPSA will be allotted such number of Rights Offer Shares
as are not subscribed for ( i.e. not clawed back ) by the minority
Shareholders.
LETTERS OF ALLOCATION (LA's)
The rights to new ZCCM-IH shares (i.e. letters of allocation or
LA's) will be listed and therefore can be traded on the LuSE for
the duration of the Rights Offer as per the time table above and
will lapse thereafter. ZCCM-IH will issue all rights (LAs) to new
shares in dematerialised form.
RIGHTS OFFER DOCUMENTATION
The Rights Offer Circular document ("Circular") and a form of
instruction, where applicable, setting out detailed information
relating to the Rights Offer will be posted to shareholders on or
around Monday, 12 May 2014.
Shareholders are reminded that the last day for registration for
the rights (the Record Date) is Friday 09 May 2014.
-- The last day to trade on the Marché Libre Paris in France to
qualify for Record Date is Friday 25 April 2014.
-- The last day to trade on the LuSE in Zambia in order to be on
the share register on Record Date is Tuesday 06 May 2014.
FOREIGN BASED SHAREHOLDERS
This paragraph is intended as a general guide only and any
person outside of Zambia who is in doubt as to his or her position
should consult his or her professional advisor without delay.
The Claw-back Rights Offer is being made in accordance with the
Company's Act, the Securities Act and the LuSE Listing Requirements
in Zambia. The Offer is addressed to persons to whom it may
lawfully be made. By subscribing for any Claw-back Rights Offer
Shares, you will be deemed to have represented and agreed that :-
(a) you are not (and any person for whom you are acting is not) (i)
resident in any jurisdiction in which such offer would be unlawful
or (ii) a person to whom the Claw-back Rights Offer may not
lawfully be made; and (b) you have received all necessary
information to make an informed investment decision.
The LAs and the Claw-back Rights Offer Shares have not been and
will not be registered or offered under or in terms of the laws of
any jurisdiction other than Zambia. In the circumstances, the
making of the offer, the distribution of the Circular and the form
of instruction, where applicable, and the transfer of Claw-back
Rights Offer Shares and/or LAs to certain persons who have
registered addresses outside of Zambia, or who are resident or
located in, or who are citizens of, countries other than Zambia,
("Foreign Persons") may be restricted by the laws of the relevant
jurisdiction and failure to comply with any of those restrictions
may constitute a contravention of the laws of any such territory
("Restricted Territories").
Foreign Persons should consult their professional advisors as to
whether they require any governmental or other consent or need to
observe any other formalities to enable them to participate in the
offer and/or to sell or renounce their LAs. It is the
responsibility of Foreign Persons wishing to take up LAs or to
transfer or dispose of their LAs to satisfy themselves as to the
full observance of the laws of any relevant territory in connection
therewith.
Receipt of the Circular, a form of instruction or the crediting
of LAs to the securities account of a Foreign Person will not
constitute an offer in those jurisdictions in which it would be
illegal to make an offer and such Foreign Persons will not be
entitled to take up or transfer LAs or acquire Claw-back Rights
Offer Shares unless such action would not result in the
contravention of any registration or other legal requirement in
their relevant jurisdiction.
NEXT ANNOUNCEMENT
The Last Announcement giving the results of the close of the
Rights Offer will be published on or around Monday 30 June
2014.
REGULATORY APPROVAL
The dates declared above are subject to regulatory approve and
the market will be advised if there are any changes.
Date: 16 April 2014
Sponsoring Broker
STOCKBROKERS ZAMBIA LIMITED
[MEMBER OF THE LuSE and REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION OF ZAMBIA]
FIRST ISSUED on 11 April 2014
This information is provided by RNS
The company news service from the London Stock Exchange
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