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| Share Name | Share Symbol | Market | Stock Type |
|---|---|---|---|
| Zambeef Products Plc | ZAM | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
|
|
|---|---|---|---|---|
| 0.00 | 0.00% | 5.75 | 08:00:03 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
|---|---|---|---|---|
| 5.75 | 5.575 | 5.75 | 5.75 |
| Industry Sector |
|---|
| FOOD PRODUCERS |
| Top Posts |
|---|
Posted at 08/12/2023 10:02 by gb904150 I notice for the first time in a number of years they mention the pref shares that will almost certainly not get paid off 16th Sept 2024.That means they will convert to ord shares at 3.083 so the 100m pref shares will become 308m ordinary shares. It will give BII 50% of the company albeit one that will have 608m shares in issue, so doubling the Mcap but you own 1/2 of it. The original investment made in 2016 from BII was $65m. anyone still lurking here? |
Posted at 23/3/2022 09:15 by gb904150 Thanks for that clarification cs.That is a bullish development. The concern here for me has always been the preference shares, what will happen with them and whether shareholders will be left with much when the issue is dealt with. The prefs 'debt' is in USD and the ZMW is always inflating vs the USD. It's around $110m in 2022. The repayment date is 2024 and ZAM have no way of paying that. I think it comes down to how responsible CDC want to be with the company. CDC can convert at 3:1 into shares but that would screw over other shareholders. They can do it, but it's not a good look. Any idea what might happen with that? Prior to this Rudlands stake I don't see the rush here. But now the Rudlands family are buying up....they must be aware of some developments that suggests the equity is attractive. |
Posted at 22/3/2022 14:53 by tomboyb THE MAURITIUS COMMERCIAL BANK LIMITEDHas taken a 7.2% stake in ZAM - RNS out - |
Posted at 03/12/2021 16:04 by gb904150 Are you suggesting that ZAM will never buy them back?The issue is that there is a penalty after the 8th anniversary, which is in 2024: - Holder can convert to ordinary shares at any time on 30 days notice - Before 8th anniversary – 1:1 conversion to ord shares - After 8th anniversary 1:3 conversion to ord shares The pref shares are barely mentioned in reports, but in 2018 annual report the company strategy was clear: the redemption of the preference shares held by CDC is a significant consideration, as although they rank as equity, the redemption value of the shares escalates at an annual compounded rate of 12%, which is significantly higher than the average cost of the Group’s US Dollar debt, which is approximately 7%. The Board is therefore considering, as a priority, various strategic options that would enable the preference shares to be redeemed. What do you think the strategy is to deal with the pref shares? A renegotiation of some sort with CDC? |
Posted at 20/6/2021 09:44 by gb904150 I think it's a tiny and illiquid company and takes very little buying to move it. A lot of PI's don't know about the pref shares and the half-year report sounded positive. Perhaps that was enough to move the SP? Was there much volume?They were tipped in Moneyweek a few weeks ago where it was highlighted how 'cheap' they were on a P/E basis - again no mention of the preference shares. ZAM doesn't generate anywhere near enough cash to pay off the pref shares before the 8th anniversary (2024). At that point they can convert at 1:3 into equity rather than 1:1. The optics of that would be very poor for CDC so I doubt they would be quite so ruthless. More likely is some kind of debt refinance but in which case ZAM are entirely at the mercy of CDC as to how generous they want to be. Too much uncertainty for me but perhaps a nice gamble for others. I've always liked the 'feed Africa' ZAM story but unfortunately that doesn't mean they are a good investment! This one has never shown much prospect of being run in the interests of investors. |
Posted at 24/4/2020 12:44 by pre Tick up - great news for ZAM |
Posted at 10/1/2020 17:40 by cjohn Hello pre and Value Viper.There are about 300m ordinary shares in issue. There are also about 100m preference shares in issue. These preference shares were sold to CDC, the UK development finance institution, in July 2016, for a total consideration of $55.5m. They accrue 12% annual compound interest should Zambeef CHOOSE to redeem the shares. Meanwhile, they receive the same dividend as the ordinary shares - currently, zero. They are convertible by CDC into ordinary shares at a rate of 1 to 1 until July 2024. Thereafter they are convertible at a rate of just over 3 to 1, 3 ordinaries for every preference share. So let's say, Zambeef choose not to or can't raise the cash to redeem the shares before the 2024 cut-off date. At that point, CDC will convert the shares which will give them 50% of the company. CDC are already a major shareholder here. They hold about 17% of the company (arranged simultaneously with the preference shares in July 2016.) So post-July 2024, CDC will hold 58.5% + of the expanded ordinary share capital, if the preference shares aren't redeemed. Some time ago, Zam expressed the intention of prioritising redeeming the preference shares. This has not happened. To redeem the shares currently, they'd need to raise around $82.5m! My belief is that they are highly unlikely to raise this money. (Nor would it be a sensible use of cash, unless they can take on a new loan at very favourable interest rates.) So it's likely that CDC convert in summer 2024. This will double the number of ordinary shares (and eliminate the preference shares.) and so half the share of all other shareholders. It could also serve as a catalyst for outing value…. So irrespective of the preference shares, I believe the current share price is too low. I have a very small position here - a few thousand pounds. But I think the risk/ reward profile is attractive. |
Posted at 17/9/2019 16:38 by smackeraim Interesting. Can you tell me which section in the agreement states that? I can't seem to see it.Only thing I can find is this below, that states the pref shares can convert to 3 ord shares if they have been held for over 8 years. Other than that.. I must have missed it. a) if the Preference Shares are being converted before the eighth anniversary of Completion, each Preference Share shall convert into one Ordinary Share; or b) if the Preference Shares are being converted after the eighth anniversary of Completion, each Preference Share shall convert into 3.0833 (recurring) Ordinary Shares (rounded down to nearest whole number of Ordinary Shares). |
Posted at 30/3/2019 20:39 by newtothisgame3 #Zambeef #Products PLC (LON:#ZAM), which had its share price chopped by 9.6% to 9.8p after its profits for 2019 were predicted to be over a third lower than the market expected. |
Posted at 24/3/2016 12:32 by grollfam Rcl Foods Limited - Announcement Of The Exercise Of The Put Options Granted To Rcl Foods Limited By Zambeef Products PlcRelease Date: 24/03/2016 12:18:00 Code(s): RCL Announcement of the exercise of the put options granted to RCL Foods Limited by Zambeef Products plc RCL FOODS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1966/004972/06) ISIN: ZAE000179438 Share Code: RCL ANNOUNCEMENT OF THE EXERCISE OF THE PUT OPTIONS GRANTED TO RCL FOODS LIMITED BY ZAMBEEF PRODUCTS PLC IN RESPECT OF ZAM CHICK LIMITED AND ZAMHATCH LIMITED 1. Background During 2013, RCL Foods Limited (“RCL FOODS”), through its wholly owned subsidiary, Rainbow Farms Investments Proprietary Limited, entered into agreements with Zambeef Products PLC (“Zambeef̶ a greenfield hatchery investment, Zamhatch Limited (“ZamhatchR RCL FOODS has a 49% interest in Zam Chick and a 51% interest in Zamhatch. Shareholders’ agreements were entered into between RCL FOODS and Zambeef in respect of Zam Chick on 1 February 2013 (“the Zam Chick Shareholders’ Agreement”) and Zamhatch on 29 May 2013 (“the Zamhatch Shareholders’ Agreement”) (collectively, “the Shareholders’ Agreements”). In terms of the Shareholders’ Agreements RCL FOODS, as a standard protection mechanism, was granted put options that would require Zambeef to acquire all of the ordinary shares held by RCL FOODS in Zam Chick (“the Zam Chick Option”) and Zamhatch (“the Zamhatch Option”) (collectively, “the Options”). If the Zam Chick Option is exercised at any time, the value attributable to RCL FOODS’ interest in Zam Chick (49%) will be determined as the higher of the following amounts on the date that the Zam Chick Option is exercised: - 49% of the consolidated earnings before interest, taxation, depreciation and amortisation (“EBITDA” - the original purchase price paid by RCL FOODS to Zambeef for the Zam Chick shares, expressed in US Dollars (“USD”). Currently, RCL Foods has no shareholder loan account claims against Zam Chick. If the Zamhatch Option is exercised within 3 years of the effective date (31 March 2013), the value attributable to RCL FOODS’ interest in Zamhatch (51%) will be determined as the higher of the following amounts on the date that the Zamhatch Option is exercised: - 51% of the consolidated EBITDA of Zamhatch at an exit EV / EBITDA multiple of 7.5 times; or - the invested USD amounts outstanding to RCL FOODS on capital and loan account. Should the Options be exercised, the purchase consideration in respect of the Zam Chick shares and the Zamhatch shares purchased by Zambeef, shall, at Zambeef’s discretion, be payable as follows: - in cash; or - by the transfer by Zambeef to RCL FOODS of Zambeef shares; or - by the issue and allotment by Zambeef to RCL FOODS of newly issued Zambeef shares; or - by a combination of Zambeef shares and cash. The value attributed to the Zambeef shares for purposes of settling the purchase consideration or part thereof in Zambeef shares, will be determined by the Volume Weighted Average Price (“VWAP”) of Zambeef shares as quoted on the AIM Stock Exchange for 30 business days immediately preceding the settlement date. The settlement date shall not be later than six months from the date that the Options are exercised. Zambeef’s market capitalisation as at 23 March 2016 is USD31.9 million (based on an exchange rate of GBP1.00: USD1.4091). In terms of each of the Shareholders’ Agreements, and in respect of each Option, to the extent that Zambeef is unable to effect the total payment for the Option shares in cash, then it shall effect payment by issuing Zambeef shares to RCL FOODS. For this purpose, Zambeef warranted that it would hold available up to 10% of its issued ordinary share capital (in respect of each Option). In accordance with Zambian laws and regulations, certain scenarios relating to the acquisition of the shares by Zambeef may require shareholder approval. In addition, the approval of the Competition and Consumer Protection Commission, the Lusaka Stock Exchange and the Securities and Exchange Commission (“SEC”) will be required in order for Zambeef to implement the acquisition of all of the ordinary shares held by RCL FOODS in Zam Chick and Zamhatch in accordance with the terms of the Options. 2. Exercise of the Options Exercise notices in respect of Zam Chick and Zamhatch were delivered to Zambeef on 23 March 2016, informing Zambeef that the Options have been exercised. This action fixes the Option exercise date and commences the six-month period for purposes of determining the settlement date, in accordance with the terms of the Shareholders’ Agreements. The purchase price owing by Zambeef to RCL FOODS in terms of the Options is as follows: - in respect of Zam Chick – USD 14,250,000.00; and - in respect of Zamhatch – USD 4,000,000.00 capital plus USD 6,159,174.53 of shareholder loans, (collectively, “the Settlement Consideration” 3. Dispute There is a dispute between RCL FOODS and Zambeef with regard to the computation of the purchase price to be paid for the Zamhatch shares by Zambeef. Zambeef contends that the portion of the purchase price payable by it for the capital contribution by RCL FOODS to Zamhatch should comprise the Zambian Kwacha value of the capital contribution at the time that it was originally paid (in USD) by RCL FOODS. This amounts to ZMW 24,800,000.00. RCL FOODS contends that the amount payable to it ought to be the USD amount originally paid, being USD 4,000,000.00. On the Zambeef version, this results in a reduction in the amount payable to RCL FOODS of approximately USD 1,807,250.22 (based on an exchange rate of USD 1.00: ZMW 11.31 as at 23 March 2016). In addition, Zambeef argues that a portion of the RCL FOODS loan account in Zamhatch was paid in Euros, and ought to be denominated in Euros as opposed to USD. The Euro amount paid by RCL FOODS was Euro 3,301,849.53. Again, RCL FOODS is of the view that this amount should also be denominated in USD as at the date of payment, being USD 4,159,174.53. On the Zambeef version, this results in a reduction in the amount payable to RCL FOODS of approximately USD 466,656.60 (based on an exchange rate of USD1.00: Euro 0.8942 as at 23 March 2016). If the matter is not resolved, RCL FOODS will pursue its contractual remedies in terms of the Shareholders’ Agreements. 4. Rationale for the exercise of the Options RCL FOODS is of the opinion that its interests in Zambeef (indirectly held through Zam Chick and Zamhatch) would be better aligned with the shareholders of Zambeef if RCL FOODS’ indirect investments were to be exchanged for a direct interest in Zambeef, the listed holding company of the Zambeef group of companies. Hence, the RCL FOODS board of directors (“the Board”) took the decision that the Options should be exercised. Zambeef has indicated that the exchange mechanism provided for in the terms of the Options may be considered by some Zambeef shareholders as unduly dilutive for such shareholders. As a result, the Board proposed that, subject to certain considerations, the existing Zambeef shareholders should be given the opportunity of reducing the potential dilution to which they would be exposed if some, or all, of the Settlement Consideration is settled by way of new Zambeef shares. In order to counter any potential dilution, existing Zambeef shareholders will be given the opportunity to buy back a portion of the new Zambeef shares issued to RCL FOODS, by way of a claw-back offer. In terms of the claw-back offer, existing Zambeef shareholders will, in proportion to their respective shareholdings in Zambeef, be able to buy back some of the Zambeef shares received by RCL FOODS. Should the Settlement Consideration result in RCL FOODS holdingmore than 25.1% in Zambeef, it will make available for the claw-back offer, RCL FOODS’ interest above 25.1%. The shares made available by RCL FOODS for purposes of the claw-back offer will be offered to Zambeef shareholders at the same price that such shares have been issued to RCL FOODS, except for any potential costs and taxes associated witrh the claw- back offer, which will be for the account of participating Zambeef shareholders. From an administrative and regulatory point of view, RCL FOODS will issue a circular to all Zambeef shareholders, detailing the termsof the claw-back offer. RCL FOODS will liaise with the management of Zambeef and the SEC in Zambia in this regard. RCL FOODS will also seek a dispensation from the SEC to ensure that, in the event that the Settlement Consideration results in RCL FOODS is holding more than 35% of Zambeef, it will be granted the opportunity to sell down sufficient shares so as not to trigger a mandatory offer to the Zambeef shareholders. 5. General RCL FOODS is aware that Zambeef management has been mandated by its board of directors to actively work towards reducing Zambeef’s current debt position. Over the past few months RCL FOODS has been in discussions with Zambeef management in respect of possible mechanisms to inject capital into Zambeef. The Board is of the view that should RCL FOODS become a shareholder in Zambeef, RCL FOODS would like to continue with these discussions. RCL FOODS is of the opinion that Zambeef is an attractive business that, pursuant to an injection of new capital, could materially improve its overall performance. RCL FOODS thus remains interested in considering opportunities that could lead to a more substantial transaction between RCL FOODS and Zambeef. The transaction referred to above is not subject to JSE Limited (“JSE”) Listings Requirements due to its size being below the JSE category thresholds, and is only subject to a number of non-material conditions precedent. Shareholders are advised that Zambeef is also today publishing an announcement simultaneously on the AIM and Lusaka Stock Exchanges. Durban 24 March 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) |
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