TIDMZCC
RNS Number : 7131B
ZCCM Invs.Hldgs PLC
12 June 2021
SENS ANNOUNCEMENT
(the "Notice" or "Announcement")
ISSUER
ZCCM INVESTMENTS HOLDINGS PLC ("ZCCM-IH")
[Incorporated in the Republic of Zambia]
Company registration number: 119540000771
Share Code: ZCCM-IH
ISIN: ZM0000000037
Authorised by: Chabby Chabala - Company Secretary
SPONSOR
Stockbrokers Zambia Limited
[Founder Member of the Lusaka Securities Exchange]
[Regulated and licensed by the Securities and Exchange
Commission of Zambia]
Contact Number: +260-211-232456
Website: www.sbz.com.zm
APPROVAL
The captioned Notice or Announcement has been approved by:
i. the Lusaka Securities Exchange ("LuSE")
ii. the Securities and Exchange Commission ("SEC")
iii. Stockbrokers Zambia Limited ("SBZ")
RISK WARNING
The Notice or Announcement contained herein contains information
that may be of a price sensitive nature.
Investors are advised to seek the advice of their investment
advisor, stockbroker, or any professional duly licensed by the
Securities and Exchange Commission of Zambia to provide securities
advice.
ISSUED: 12 June 2021
ZCCM INVESTMENTS HOLDINGS PLC
[Incorporated in the Republic of Zambia]
Company registration number: 119540000771
Share Code: ZCCM-IH
ISIN: ZM0000000037
["ZCCM-IH" or the "Company"]
TRANSACTION ANNOUNCEMENT
The Board of ZCCM Investments Holdings Plc ("ZCCM-IH" or "the
Company"), wishes to advise the shareholders and the market
participants that the Company has signed a Group Restructuring and
Reorganization Agreement with the Industrial Development
Corporation Limited ("IDC" or the "Corporation" ). ZCCM - IH to
transfer its entire 71.4 % of issued share capital in Investrust
Bank PLC ("Investrust") and its entire 100 % of issued share
capital and shareholder loan in Mushe Milling Limited ("Mushe") to
IDC at market value and on an arm's length basis, and
simultaneously acquire the IDC's 25% of issued share capital in
Kagem Mining Limited ("Kagem") at fair value and on an arm's length
basis, as a Group Reorganization exercise at a total net
consideration of US$ 19 Million (Nineteen Million Dollars) as final
settlement and net payment by ZCCM-IH to IDC ("the
Transaction").
The Board wishes to inform the shareholders and the market that
ZCCM-IH, with its advisors, has prepared the technical and
financial information which is required in the Circular to ZCCM-IH
shareholders ("Shareholders") to ensure Shareholders have
sufficient information to vote on the Transaction at an Annual
General Meeting ("AGM"). In line with the requirements of Section 9
of the Lusaka Securities Exchange ("LuSE") Listings Requirements,
the salient features of the Transaction are as follows.
Particulars of the Group Restructuring and Reorganization involving
Transaction ZCCM-IH and the Industrial Development Corporation
Limited
Conditions Precedent
include: * Various regulatory approvals, including LuSE,
Securities and Exchange Commission, relevant
competition authorities; and
* ZCCM-IH Shareholder approval.
Net Consideration: US$ 19,000,000
The net payment shall be paid in the following
manner and conditions as follows:
a) Two Hundred and Fifty Thousand United States
Dollars (US$250,000) shall be paid by ZCCM-IH to
IDC within Five (5) Business Days from the Group
Re-organisation Completion Date;
b) Interest on the balance of Eighteen Million
Seven Hundred and Fifty Thousand United States
Dollars (US$18,750,000) (the "Net Difference Amount
Balance") referred to at (c) below shall be payable
in ten semi-annual instalments commencing one hundred
and eighty two (182) days from the Group-Reorganisation
Completion Date (the "First Instalment Date") and
thereafter the remaining nine (9) instalments shall
be paid no later than one hundred and eighty three
(183) days from the date for payment of the previous
instalment;
c) interest at the rate of LIBOR + Six Point Two
Five Percent (6.25%) shall be payable on all or
any amounts of the Net Difference Amount Balance
outstanding (notwithstanding that such amount is
not due) pursuant to (b) above;
d) in the event ZCCM-IH receives in cash any Extraordinary
Income within Five (5) years from the Group-Reorganisation
Completion Date exceeding Five Million United States
Dollars (US$5,000,0000) ("Extraordinary Receipt")
it shall pay Twenty Five Percent (25%) of such
Extraordinary Receipt within Sixty (60) days of
such receipt towards settlement of the outstanding
amount of the Net Difference Amount Balance; and
e) In the event that any part of or all of the
Net Difference Amount Balance has not been paid
within a period of Five (5) years from {Date to
be connected to (b)} then such part or all of the
Net Difference Amount Balance shall no longer be
payable by ZCCM-IH to IDC and IDC hereby waives
its right to claim such amount in such circumstances.
Other terms of the
Acquisition: * IDC transfers its 25% equity stake in Kagem, at fair
value, to ZCCM-IH;
* ZCCM IH transfers its 71.4% stake in Investrust, at
market value to IDC; and
* Mushe Milling is transferred to IDC by ZCCM-IH at
fair value or via a novation.
Rationale for the Transaction
* In order to achieve realignment, rationalisation and
seize benefits of greater efficiencies, it is
proposed that IDC transfers the Kagem asset to
ZCCM-IH while ZCCM-IH transfers the Investrust and
Mushe Milling investments to IDC via an arm's length
transaction. The ZCCM-IH Board, therefore, considers
that the proposed Group Reorganization and the
subsequent acquisition and direct ownership of 25%
shareholding in Kagem, Africa's largest emerald mine,
will significantly enhance the investments portfolio
of ZCCM-IH going forward and support the Company to
sustain growth and unlock value for its shareholders.
Before Pro Forma Adjustments After Percentage change
(%)
EPS (ZMW) 11.87 0.43 12.30 3.62
--------------- ------------------------ ------------- -------------------
HEPS (ZMW) 8.59 0.56 8.03 -6.52
--------------- ------------------------ ------------- -------------------
NAV per share 130.60 0.4 131.00 0.31
--------------- ------------------------ ------------- -------------------
Ordinary Shares
in issue 160,800,286 160,800,286 0
--------------- ------------------------ ------------- -------------------
Shares in issue 160,800,286 160,800,286 0
--------------- ------------------------ ------------- -------------------
Weighted average
number of Ordinary
Shares in issue 160,800,286 160,800,286 0
--------------- ------------------------ ------------- -------------------
Annual General Meeting and the Transaction Circular
i. A notice of Annual General General Meeting ("AGM") to
consider the Proposed Transaction published on 09 June 2021;
and
ii. A circular to Shareholders giving full details of the
Transaction will be mailed to Shareholders on or about Monday, 14
June2021.
The Circular will also be available in electronic form on the
LuSE's website (www.luse.co.zm) or Stockbrokers Zambia Limited
(SBZ) website (www.sbz.com.zm). Alternatively, shareholders may
collect the Circular from the Company's Transfer Secretaries and/or
Sponsoring Broker whose details are below:
Sponsoring Broker Transfer Secretary
Stockbrokers Zambia Limited Corpserve Transfer Agents Limited
32 Lubu Road 6 Mwaleshi Road
Longacres Olympia Park
P.O. Box 38956 Lusaka
Lusaka Zambia
Shareholders are advised to continue to exercise caution when
dealing in the Company's securities until completion of the
Transaction which is expected on 30 June 2021.
By Order of the Board
Chabby Chabala
Company Secretary
Issued in Lusaka, Zambia on June 12, 2021
T | +260-211-232456
E | advisory@sbz.com.zm
W | www. sbz.com.zm
Stockbrokers Zambia Limited (SBZ) is a member of
the Lusaka Securities Exchange and is regulated
by the Securities and Exchange Commission of Zambia
====================================================================================================================
First Issued
on 12 June
2021
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
CIRUUSWRARUNARR
(END) Dow Jones Newswires
June 14, 2021 02:00 ET (06:00 GMT)
Zccm Investments (LSE:ZCC)
過去 株価チャート
から 6 2024 まで 7 2024
Zccm Investments (LSE:ZCC)
過去 株価チャート
から 7 2023 まで 7 2024
