NMBZ HOLDINGS LIMITED
(Incorporated in Zimbabwe on
06 March 1995, registration number
1714/95)
Notice of AN Extraordinary General Meeting and proxy form
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Members of
NMBZ Holdings Limited ("the Company") will be held in the Company's Board Room
on the 4th Floor of Unity Court at the Corner of 1st Street and Kwame Nkrumah
Avenue in Harare on 19 February 2013 at 10:00 hours. Members will be asked to
consider, and if deemed fit, to pass with or without modification, the
resolutions set out below:-
WHEREAS:
1. The Company needs additional capital to increase the capital
base of its
banking subsidiary to accelerate its organic growth trajectory
to ensure
compliance with the new minimum capital requirements.
2. The Company is seeking to raise additional funds through a
Placement with
strategic institutional foreign investors.
3. The Directors believe that the proposed Placement will
introduce
shareholders of good strategic fit capable of facilitating the
banking
subsidiary's access to offshore lines of credit.
Accordingly, Members are requested to consider, and if deemed
fit, to pass with or without modification, the following
resolutions:
AS SPECIAL RESOLUTIONS:-
1. Consolidation of the Company's ordinary share capital
"That, the authorized share capital of the Company be and is hereby
consolidated from the existing authorized share capital comprising
3,500,000,000 (three billion five hundred million) Ordinary Shares of
US$0.000028 (zero comma zero zero zero zero two eight United States dollars)
nominal value each, to 350,000,000 (three hundred and fifty million) Ordinary
Shares of US$0.00028 (zero comma zero zero zero two eight United States
dollars) nominal value each, and that any fractional shares arising from the
said share capital consolidation be rounded up to one share by capitalizing the
Company's reserves."
2. Increase of the Company's authorized ordinary share
capital
"That subject to the passing of resolution 1 (above), the authorized share
capital of the Company be and is hereby increased from US$98,000 (ninety eight
thousand United States dollars) comprising 350,000,000 (three hundred and fifty
million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight
United States dollars) nominal value each to US$168,000 (one hundred and sixty
eight thousand United States dollars) comprising 600,000,000 (six hundred
million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight
United States dollars) nominal value each, all such shares to rank pari passu
in all respects."
AS AN ORDINARY RESOLUTION:-
3. Placement of Ordinary Shares with Strategic Foreign
Investors
"That, in terms of the Share Subscription Agreements between the Company and
the Strategic Foreign Investors and subject to the passing of resolutions 1 and
2 (above), the Directors of the Company be and are hereby authorized to raise
fresh capital amounting to approximately US$14.8 million through the issue, to
Strategic Foreign Investors, of 103,714,287 (one hundred and three million
seven hundred and fourteen thousand two hundred and eighty and seven) new
Ordinary Shares in the share capital of the Company at an issue price per share
of US$0.1430 (zero comma one four three United States dollars) and that Members
hereby waive their preemptive rights in respect of that issue in terms of
Article 13.2 of the Company's Articles of Association."
AS SPECIAL RESOLUTIONS:-
4. Buy-back option
"That, in terms of the non-transferable Buy-back Option Agreements between the
Company and the Strategic Foreign Investors and subject to the passing of
resolution 3 (above) and in terms of Article 10 of the Company's Articles of
Association, the Companies Act (Chapter 24:03), the ZSE Listing Requirements
and compliance with minimum regulatory capital requirements, the Directors of
the Company be and are hereby authorized to do all that may be necessary for
the Company to utilize its excess reserves over and above the minimum
regulatory capital requirements to buy-back up to 103,714,287 (one hundred and
three million seven hundred and fourteen thousand two hundred and eighty and
seven) of any Ordinary Shares in the Company as may be owned by the Strategic
Foreign Investors on exercise of the buy-back option by any Strategic Foreign
Investor during the exercise period starting from the 5th to the 9th
anniversary of the investment. The buy-back option price per share shall be
equal to:
a. US$0.1430 per Ordinary Share;
plus
b. a return compounded at:
i. 10% annually for the first 5 years of the investment; and
ii. 5% annually from year 6 to year 9.
Any dividends received, during the period between the date of investing and the
date when the buy-back option is exercised, will be deducted from the amount
accrued under part (b) above and part (b) will have a minimum value of zero.
Any Ordinary Shares bought back by the Company from the
Strategic Foreign Investors in terms of the buy-back option will be
cancelled from the Company's Share Register.
This authority shall expire after the 9th anniversary of the
investment by the Strategic Foreign Investors."
5. Early buy-back option
"That, in terms of the non-transferable Buy-back Option Agreements between the
Company and the Strategic Foreign Investors and subject to the passing of
resolution 3 and 4 (above) and in terms of Article 10 of the Company's Articles
of Association, the Companies Act (Chapter 24:03) and the ZSE Listing
Requirements, the Directors of the Company be and are hereby authorized to do
all that may be necessary for the Company to buy-back up to 103,714,287 (one
hundred and three million seven hundred and fourteen thousand two hundred and
eighty and seven) of any Ordinary Shares in the Company as may be owned by the
Strategic Foreign Investors on exercise of the early buy-back option which
option is exercisable by any Strategic Foreign Investor in the event of a
breach of the Share Subscription Agreements. The early buy-back option price
per share shall be equal to:
a. US$0.1430 per Ordinary Share;
plus
b. a return compounded at:
i. 10% annually for the first 5 years of the investment; and
ii. 5% annually from year 6 to year 9.
A premium of 20% shall be added to the early buy-back option
price defined above should the exercise of the early buy-back
option be triggered by events within the control of the
Company.
Any dividends received, during the period between the date of investing and the
date when the early buy-back option is exercised, will be deducted from the
amount accrued under part (b) above and part (b) will have a minimum value of
zero.
Any Ordinary Shares bought back by the Company from the
Strategic Foreign Investors in terms of the early buy-back option
will be cancelled from the Company's Share Register.
This authority shall expire after the 9th anniversary of the
investment by the Strategic Foreign Investors."
AS ORDINARY RESOLUTIONS:
6. Control of the authorised but unissued share capital
"That, subject to the passing of resolutions 3, 4 and 5 (above), the balance of
the authorised but unissued Ordinary Shares of the Company after the proposed
Placement above, be placed under the control of the Directors for an indefinite
period, provided that any issue other than pursuant to resolutions 1 and 3
(above) by the Directors shall be in compliance with the terms of the Company's
Memorandum and Articles of Association and the ZSE's Listing Requirements.
Apart from the possibility of a Rights Offer in 2015, no issue of these Shares
is however contemplated at the present time and no issue will be made which
could effectively transfer the control of the Company without prior approval of
Shareholders in a General Meeting."
7. Directors' authority to give effect to the above
resolutions
"That the Directors of the Company be and are hereby authorized to do any and
all such things as may generally be required or necessary to give effect to the
above."
BY ORDER OF THE BOARD 28 January 2013
V Mutandwa
Company Secretary
4th Floor, Unity Court,
Corner 1st Street/ Kwame Nkrumah Avenue,
P.O. Box 2564,
Harare, Zimbabwe
Notes:
a. Circular
A Circular explaining the proposed transactions shall be
distributed to registered Members ahead of the EGM.
b. Validity of existing share certificates
Subsequent to the ordinary share capital consolidation, existing share
certificates will remain valid and good for delivery until receipt of new share
certificates. Shareholders, in person or through a duly authorized agent, are
to collect new share certificates from the Transfer Secretaries, FTS, from the
28th of February 2013.
c. Waiver of pre-emptive rights
In terms of Section 5.82 of the ZSE Listing Requirements, Resolution 3 (above)
will be subject to an 85% majority of votes cast in favour of the resolutions
by Members present or represented by proxy.
…………………………………………………………………………………………………………………………
PROXY FORM
I/We………………………………………………………………………………of………………………………………………………………..……………………………………………
……………………………………………………………………………………………………being
(a) member(s) of the Company and
entitled to vote, do hereby appoint…………………………………………………………………………………………. of………………
……………………….or failing him/her………………………………………………………………………………………………………..…………………… …
……………………………………………of…………………………………………………………………………………..or failing him/her the
Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary
General Meeting which will be held in the Boardroom at 4th floor, Unity Court,
Corner 1st Street/ Kwame Nkrumah Avenue, Harare; on Friday 15 February 2013 at
10:00 hours for the purpose of considering and, if deemed fit, passing, with or
without modification, the Resolutions to be proposed thereat and at any
adjournment thereof, to vote for or against the Resolutions and/or abstain from
voting in respect of the Ordinary shares registered in my/our name(s) in the
following manner:
Signed at ………………………….this……………………day of………………………………………2013.
Full
name(s)………………………………………………………………………………………………………….
Signature(s)………………………..………………………………………………………………………………..
Company Seal or Stamp………………………………………………………………………………………
Directors: Mr. T. N. Mundawarara (Chairman); Mr. J. A. Mushore (Group CEO)*;
Mr. F. Zimuto (Deputy Group CEO)*; Mr. B. Ndachena (Chief Financial Officer)*;
Mr. A. M. T. Mutsonziwa; Mr. B. W. Madzivire; Dr. J. T. Makoni; and Mr. J.
Chigwedere; Mr. J. de la Fargue; Mr. J. Chenevix-Trench; Ms. L Majonga.
(*Executive).