TIDMZCC

RNS Number : 8711R

ZCCM Invs.Hldgs PLC

10 March 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"]

AMENDMENT TO FIGURES

The ZCCM-IH Further Cautionary Announcement released on 10 March 2021 at 08:51 a.m. under RNS No. 7759R contained a rounding error on the pro forma effects table. There is no change to the percentage change of EPS, HEPS and NAV per share but the underlying figures have been amended.

The full amended announcement is shown below.

FURTHER CAUTIONARY ANNOUNCEMENT

The shareholder of ZCCM Investments Holdings Plc ("ZCCM-IH" or "the Company"), as well as other market participants, are referred to the cautionary announcement issued on 20 January 2020 in which the Board of Directors of ZCCM-IH ("the Board") informed them that the Company has reached an agreement with Glencore, representing Carlisa Investments Corp. ("Carlisa"), for the acquisition of the 90% stake not currently held by ZCCM-IH in Mopani Copper Mines Plc ("Mopani") ("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 Extraordinary General Meeting. The Transaction presents a significant opportunity for ZCCM-IH and will transform the Company from an investment holding company into a world-class copper and cobalt mining company that will have the ability to create substantial value for its shareholders today and well into the future. 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              Acquisition of 90% stake in Mopani Copper Mines 
  Acquisition:                    Plc from Carlisa Investments Corp 
 Conditions Precedent 
  include:                         *    Various regulatory approvals, including LuSE, 
                                        Securities and Exchange Commission, relevant 
                                        competition authorities; and 
 
 
                                   *    ZCCM-IH Shareholder approval. 
 Consideration:                  USD 1 
 Other terms of the 
  Acquisition:                     *    Agreement in relation to the debt of USD1.5 billion 
                                        due by Mopani to Glencore; and 
 
 
                                   *    Agreement of offtake rights to Glencore in respect of 
                                        a portion of Mopani's copper production for the 
                                        period until the USD1.5 billion debt is repaid. 
 Rationale for the Acquisition 
                                   *    The acquisition of 90%of the issued shares in Mopani 
                                        will result in ZCCM-IH being the holder of 100% of 
                                        the issued shares in Mopani and represents an 
                                        opportunity for ZCCM-IH to transform from a pure 
                                        investment company to owning and operating a major 
                                        mining asset in Zambia. Mopani's operations include 
                                        some of the largest and oldest copper mines in the 
                                        world, with a potential life of mine of over 30 years 
                                        and well-understood geology. With ZCCM-IH having 
                                        control of Mopani, there is an opportunity for 
                                        ZCCM-IH and its shareholders to extract the full 
                                        value from the valuable underlying assets. This is in 
                                        line with ZCCM-IH's Strategic Plan to extract better 
                                        value from its underlying assets and remedy some of 
                                        the previous challenges associated with the minority 
                                        shareholdings held by the Company in investee 
                                        companies. 
 
 
The Pro-forma financial effects of    Post Transaction  Pro Forma Adjustments  Post Transaction  Percentage change (%) 
the Proposed Acquisition on ZCCM-IH 
are expected to be 
as follows: 
   Earnings Per Share (EPS) (ZMW)           7.37               208.85               216.22               2,832 
                                      ----------------  ---------------------  ----------------  --------------------- 
*Headline Earnings Per Share (HEPS) 
                (ZMW)                       7.27               -52.88               -45.61               -727 
                                      ----------------  ---------------------  ----------------  --------------------- 
  Net Asset Value (NAV) per share          78.54                40.00               118.54                51 
                                      ----------------  ---------------------  ----------------  --------------------- 
      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 
                                      ----------------  ---------------------  ----------------  --------------------- 
 

Note; *Adjusted ZCCM-IH for revaluation of Property, Plant and Equipment, and adjusted Mopani revaluation of Glencore Loan

In line with Section 9.16 of the LuSE Listings Requirement, and upon confirmation that Mopani is a subsidiary of ZCCM-IH as defined by the Companies Act, ZCCM-IH confirms that the Articles of Association of Mopani will be amended to conform to Schedule 10 of the LuSE Listings Requirements.

Extraordinary General Meeting and the Transaction Circular

i. A notice of Extraordinary General Meeting ("EGM") to consider the Proposed Transaction will be published on Tuesday, 9 March 2021; and

ii. A circular to Shareholders giving full details of the Transaction will be mailed to Shareholders from Tuesday, 9 March 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 31 March 2021.

By Order of the Board

Chabby Chabala

Company Secretary

Issued in Lusaka, Zambia on 9 March 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 4 
                                                                                                                   September 
                                                                                                                     2020 
 

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END

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March 11, 2021 02:00 ET (07:00 GMT)

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