TIDMZCC
RNS Number : 7759R
ZCCM Invs.Hldgs PLC
10 March 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: 9 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"]
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) 0.007 0.209 0.216 2,832
---------------- --------------------- ---------------- ---------------------
*Headline Earnings Per Share (HEPS)
(ZMW) 0.007 -0.053 -0.046 -727
---------------- --------------------- ---------------- ---------------------
Net Asset Value (NAV) per share 0.079 0.040 0.119 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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