TIDMZCC
RNS Number : 7098B
ZCCM Invs.Hldgs PLC
11 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: 11 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 Management Services
Agreement ("MSA") with the Industrial Development Corporation
Limited ("IDC" or the "Corporation" ). As per the proposed
agreement, the IDC will provide mandatory and ad hoc group services
to ZCCM-IH on a per hour cost basis for a period of five years from
the implementation of the agreement.
The Board wishes to inform the shareholders and the market that
ZCCM-IH, with its advisors, has prepared the financial and
non-finanial 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 Management Services Agreement involving ZCCM-IH
Transaction and the Industrial Development Corporation Limited
Conditions Precedent ZCCM-IH Shareholder approval.
include:
Consideration: Services to be costed on a per hour basis as defined
in an appendix of the MSA. A copy of the MSA will
be in the Circular and available for inspection
at the Company's offices.
Other significant terms
of the Agreement: * IDC to provide Group mandatory and ad hoc services to
ZCCM-IH;
* Services to be costed on a per hour basis as defined
in an appendix of the MSA; and
* The agreement will be in effect for a term of five
years.
Effective Date Upon approval of the agreement by shareholders
at the AGM
Rationale for the Transaction The Industrial Development Corporation is the majority
shareholder of ZCCM-IH with 60.28% of shares. The
IDC group has 36 companies under its portfolio.
The IDC has a mandate to transform subsidiaries
in its portfolio focusing on business remodelling,
capital restructuring and financing support amongst
others. This is underpinned by effective Group
oversight which includes the provision of group
management services to ZCCM-IH in all functional
areas listed in the MSA. IDC has been providing
management services to ZCCM-IH since 2017 and has
increased its level of services to ensure ZCCM-IH
is aligned to the vision of the IDC.
Thus, ZCCM-IH accesses and benefits from the IDC's
group management services. With effect from the
date of shareholder approval, the IDC formalised
its arrangement for management services by entering
into Management Services Agreements with subsidiaries
and introducing management fees determined based
on cost recovery plus mark-up. Management services
by the IDC to its subsidiaries confer economic
benefits to ZCCM-IH.
Considering the above, ZCCM-IH intends to sign
the management services agreement with the IDC.
Before Pro Forma Adjustments After Percentage change
(%)
EPS (ZMW) 11.87 -0.20 11.67 -1.69%
------------- ---------------------- ------------ ------------------
HEPS (ZMW) 8.59 -0.20 8.38 -2.34%
------------- ---------------------- ------------ ------------------
NAV per share 130.16 -0.20 129.96 -0.15%
------------- ---------------------- ------------ ------------------
NTAV per share 20,930,127 -32,313 20,897,065 -0.15%
------------- ---------------------- ------------ ------------------
Ordinary Shares
in issue 160,800,286 - 160,800,286 -
------------- ---------------------- ------------ ------------------
Shares in issue 160,800,286 - 160,800,286 -
------------- ---------------------- ------------ ------------------
Weighted average
number of Ordinary
Shares in issue 160,800,286 - 160,800,286 -
------------- ---------------------- ------------ ------------------
17(th) Annual General Meeting and the Transaction Circular
i. A notice of Annual General Meeting ("AGM") to consider the
Proposed Transaction was 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
June 2021.
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 1 July 2021.
By Order of the Board
Chabby Chabala
Company Secretary
Issued in Lusaka, Zambia on June 11, 2021
Lusaka Securities Exchange Sponsoring Broker
==========================================================================================================================
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 11
June
2021
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END
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