TIDMZAM

RNS Number : 8074R

Zambeef Products PLC

10 March 2021

10 March 2021

Zambeef Products plc

("Zambeef", the "Company" or the "Group")

Change of Adviser and Directorate Changes

Zambeef Products plc (AIM: ZAM), the fully integrated cold chain foods and retail business with operations in Zambia, Nigeria and Ghana, is pleased to announce the appointment of finnCap Ltd ("finnCap"), existing sole broker, as its Nominated Adviser and sole broker with immediate effect.

Board Changes

Zambeef would also like to announce the following Directorate changes. Margaret Kunda Chalwe-Mudenda, Professor Enala Lyson Tembo-Mwase and John Rabb, all Non-Executive Directors of the Group, have stepped down from the Board with immediate effect.

Katebe Monica Musonda, Pearson Gowero and Roman Frenkel and have been appointed to the Board as Non-Executive Directors with immediate effect.

Ms Musonda is CEO and Founder of Java Foods, a Zambian based food processing company. Ms Musonda is a dual-qualified English solicitor and Zambian advocate with over 15 years post qualification experience. She has held senior positions in private practice with Clifford Chance & Edward Nathan as well as worked as in-house corporate counsel at International Finance Corporation and for the Dangote Group. Ms Musonda currently serves as a non-executive director on the Board of Airtel Networks Zambia PLC and Zambian Breweries PLC (amongst others) and sits on the Global Advisory Board for Scaling Up Nutrition Business Network. She was appointed by the UN Secretary General to be a member of the Lead Group on Scaling Up Nutrition Movement. Ms Musonda is the recipient of the 2017 African Agribusiness Entrepreneur of the Year award. She is a 2013 Young Global Leader (World Economic Forum) and Archbishop Desmond Tutu Leadership Fellow.

Mr Gowero is currently the Chief Executive of Delta Corporation Limited, a leading beverages company in Zimbabwe, having joined Delta in 1997 as Marketing Director of the then Chibuku Breweries Division and becoming the unit Managing Director in 2001. He has held various senior positions in the beverages business and became Executive Director Operations in 2003. He spent five years on secondment to the SABMiller Group from 2006 to 2011 where he was the Managing Director of Zambian Breweries Group. Prior to joining Delta, he had worked in the clothing retail industry. Mr Gowero holds a BSc (Hons) degree in Economics and an MBL.

Mr Frenkel is currently Director of Direct Private Equity focusing on Food & Agriculture at CDC Group Plc, London. Prior to this, Roman spent nine years between 2009 and 2018 at Ethemba Capital LLP, Emerging Markets Private Equity Fund, London, as Investment Director. Mr Frenkel has also spent time at Merrill Lynch CEEMEA Investment Banking, London, as well as KPMG, Transaction Services and Audit, London.

The composition of the Board following the above changes is as follows:

 
 Name               Position 
 Michael Mundashi   Non-Executive Chairman 
                   ------------------------------------------------------ 
 Walter Roodt       Chief Executive Officer 
                   ------------------------------------------------------ 
 Faith Mukutu       Chief Financial Officer 
                   ------------------------------------------------------ 
 Jonathan Kirby     Non-Executive Director and Chair of the Audit 
                     and Risk Committee 
                   ------------------------------------------------------ 
 Katebe Monica      Non-Executive Director and Chair of the Remuneration 
  Musonda            Committee 
                   ------------------------------------------------------ 
 Pearson Gowero     Non-Executive Director and Chair of the Environmental 
                     and Social Committee 
                   ------------------------------------------------------ 
 Frank Braeken      Non-Executive Director 
                   ------------------------------------------------------ 
 Yollard Kachinda   Non-Executive Director 
                   ------------------------------------------------------ 
 Roman Frenkel      Non-Executive Director 
                   ------------------------------------------------------ 
 

Chairman Michael Mundashi comments:

"I would like to thank the retiring directors, Margaret Kunda Chalwe-Mudenda, Professor Enala Lyson Tembo-Mwase and John Rabb for their significant contributions to the Company and wish them well in their future endeavours.

I would like to welcome to Zambeef the new directors, Monica Musonda, Pearson Gowero and Roman Frenkel. These Board changes effective today, together with the two recent retirements, has reduced the number of Directors from eleven to nine, with an appropriate balance of knowledge, experience and independence. I consider that the Board's commercial skill set will be augmented by the new appointments and I look forward to working with the new Board."

 
 For further information, please visit www.zambeefplc.com or contact: 
 Zambeef Products plc                         Tel: +260 (0) 211 369003 
 Walter Roodt, Chief Executive Officer 
  Faith Mukutu, Chief Financial Officer 
 finnCap (Nominated Adviser and Broker)       Tel: +44 (0) 20 7220 
                                               0500 
 Ed Frisby/Kate Bannatyne/Tim Harper (Corporate Finance) 
  Tim Redfern (ECM) 
 

About Zambeef Products plc

Zambeef Products plc is the largest integrated cold chain food products and agribusiness company in Zambia and one of the largest in the region, involved in the primary production, processing, distribution and retailing of beef, chicken, pork, milk, eggs, dairy products, fish, flour and stockfeed, throughout Zambia and the surrounding region, as well as Nigeria and Ghana.

It has 228 retail outlets throughout Zambia and West Africa.

The Company is one of the largest suppliers of beef in Zambia. Five beef abattoirs and three feedlots are located throughout Zambia, with a capacity to slaughter 230,000 cattle a year. It is also one of the largest chicken and egg producers in Zambia, with a capacity of 8.8m broilers and 22.4 million day-old chicks a year. It is one of the largest piggeries, pig abattoirs and pork processing plants in Zambia, with a capacity to slaughter 75,000 pigs a year, while its dairy has a capacity of 120,000 litres per day.

The Group is also one of the largest cereal row cropping operations in Zambia, with approximately 7,973 hectares of row crops under irrigation, which are planted twice a year, and a further 8,776 hectares of rainfed/dry-land crops available for planting each year.

Zambeef employs over 7,400 people with a total wage bill of K38 million per month.

New Directors - AIM Rule 17 Disclosure

The following information is disclosed in accordance with Rule 17 and Schedule Two paragraph (g) of the AIM Rules for Companies:

Full name: Katebe Monica Musonda (known as Monica Musonda)

Age: 46

Zambeef shares held: 555 Ordinary Shares

 
 Current Directorships / Partnerships   Directorships / Partnerships 
                                         held in last 5 years 
 Airtel Networks Plc                    Zambia Sugar Plc 
                                       ----------------------------- 
 Zambian Breweries Plc                  Kwacha Pension Trust Fund 
                                       ----------------------------- 
 Scaling Up Nutrition Business          Sanlam Life Insurance Zambia 
  Network Advisory Council*              Limited 
                                       ----------------------------- 
 Lead Group on Scaling Up               National Food and Nutrition 
  Nutrition*                             Commission 
                                       ----------------------------- 
 Arcelor Mittal South Africa 
  Plc 
                                       ----------------------------- 
 Dangote Industries Limited 
                                       ----------------------------- 
 Financial Sector Deepening 
  Zambia 
                                       ----------------------------- 
 Mixta Real Estate Plc 
                                       ----------------------------- 
 Java Foods Limited 
                                       ----------------------------- 
 

*UN Advisory Council, member only (not Board)

Full name: Pearson Gowero

Age: 62

Zambeef shares held: None

 
 Current Directorships / Partnerships   Directorships / Partnerships 
                                         held in last 5 years 
 Delta Corporation Limited              None 
                                       ----------------------------- 
 SeedCo International Limited 
                                       ----------------------------- 
 SeedCo Zimbabwe Limited 
                                       ----------------------------- 
 African Distillers Limited 
                                       ----------------------------- 
 Nampak Zimbabwe Ltd 
                                       ----------------------------- 
 National Breweries PLC 
                                       ----------------------------- 
 United National Breweries 
  Pty Ltd 
                                       ----------------------------- 
 Marksbury Investments Pvt 
  Ltd 
                                       ----------------------------- 
 Delta Beverages Pvt Ltd 
                                       ----------------------------- 
 

Full name: Roman Frenkel

Age: 41

Zambeef shares held: Roman Frenkel, together with existing Board director Frank Braeken, are Board representatives of CDC Group plc ("CDC") under the terms of the relationship agreement between CDC, the Company, and the Company's Nominated Adviser, which became effective on 16 September 2016. CDC is a holder of 17.5% of Ordinary Shares and holders of 100,057,658 convertible redeemable preference shares. These preference shares have four voting rights for every five preference shares held resulting in CDC having in total 34.8% of the voting rights.

 
 Current Directorships / Partnerships   Directorships / Partnerships 
                                         held in last 5 years 
 None                                   Mefar Ilac Sanayii AS 
                                       ----------------------------- 
                                        Birgi Sanayi AS 
                                       ----------------------------- 
                                        Birgi Holding AS 
                                       ----------------------------- 
                                        Defar Ilac Depoculugu Sanayi 
                                         ve Ticaret As 
                                       ----------------------------- 
 

Existing Board - AIM Rule 17 Disclosure

The Company announces the following additional director disclosures pursuant to AIM Rule 17 and Schedule 2(g) of the AIM Rules for Companies.

Frank Braeken was appointed to the Board of Zambeef in July 2018. Mr Braeken was Non-Executive Chairman from November 2014 to May 2020 of Feronia Inc., a TSX-V listed business which, on 23 November 2020, announced the completion of a third party sale and restructuring transaction whereby it initiated debtor in possession insolvency proceedings under the Bankruptcy and Insolvency Act (Canada). Following completion of the sale transaction, Feronia Inc. was declared bankrupt pursuant to the Bankruptcy and Insolvency Act, with losses to creditors which included the majority shareholder of Feronia Inc.

In addition to the disclosure made in their respective announcements of appointment, the following directorships are disclosed:

 
 Date of Announcement   Zambeef Director   Company               Current, or in Last 
  of Appointment                                                  5 Years 
  to Zambeef 
  Board 
 5 September            Faith Mukutu       Lesotho Traditional   Directorship held in 
  2019                                      Beverages             last 5 years, at time 
                                            (Pty) (Dormant)       of appointment to Zambeef 
                       -----------------  --------------------  --------------------------- 
 18 April 2017          Yollard Kachinda   Levy Business         Directorship held at 
                                            Park Ltd              time of appointment 
                                                                  to Zambeef 
                       -----------------  --------------------  --------------------------- 
 18 April 2017          Yollard Kachinda   Society House         Directorship held at 
                                            Development           time of appointment 
                                            Company Limited       to Zambeef 
                       -----------------  --------------------  --------------------------- 
 18 April 2017          Yollard Kachinda   Lusaka Trust          Directorship held in 
                                            Hospital Staff        last 5 years, at time 
                                            Pension Scheme        of appointment to Zambeef 
                       -----------------  --------------------  --------------------------- 
 18 April 2017          Yollard Kachinda   Pensions and          Directorship held in 
                                            Insurance             last 5 years, at time 
                                            Authority             of appointment to Zambeef 
                       -----------------  --------------------  --------------------------- 
 

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March 10, 2021 06:21 ET (11:21 GMT)