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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Nmbz Holdings Ld | LSE:NMB | London | Ordinary Share | ZW0009011389 | ORD ZWR0.25 (UK REG) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMNMB NMBZ HOLDINGS LIMITED (Incorporated in Zimbabwe on 06 March 1995, registration number 1714/95) Notice of AN Extraordinary General Meeting and proxy form NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Members of NMBZ Holdings Limited ("the Company") will be held in the Company's Board Room on the 4th Floor of Unity Court at the Corner of 1st Street and Kwame Nkrumah Avenue in Harare on 19 February 2013 at 10:00 hours. Members will be asked to consider, and if deemed fit, to pass with or without modification, the resolutions set out below:- WHEREAS: 1. The Company needs additional capital to increase the capital base of its banking subsidiary to accelerate its organic growth trajectory to ensure compliance with the new minimum capital requirements. 2. The Company is seeking to raise additional funds through a Placement with strategic institutional foreign investors. 3. The Directors believe that the proposed Placement will introduce shareholders of good strategic fit capable of facilitating the banking subsidiary's access to offshore lines of credit. Accordingly, Members are requested to consider, and if deemed fit, to pass with or without modification, the following resolutions: AS SPECIAL RESOLUTIONS:- 1. Consolidation of the Company's ordinary share capital "That, the authorized share capital of the Company be and is hereby consolidated from the existing authorized share capital comprising 3,500,000,000 (three billion five hundred million) Ordinary Shares of US$0.000028 (zero comma zero zero zero zero two eight United States dollars) nominal value each, to 350,000,000 (three hundred and fifty million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight United States dollars) nominal value each, and that any fractional shares arising from the said share capital consolidation be rounded up to one share by capitalizing the Company's reserves." 2. Increase of the Company's authorized ordinary share capital "That subject to the passing of resolution 1 (above), the authorized share capital of the Company be and is hereby increased from US$98,000 (ninety eight thousand United States dollars) comprising 350,000,000 (three hundred and fifty million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight United States dollars) nominal value each to US$168,000 (one hundred and sixty eight thousand United States dollars) comprising 600,000,000 (six hundred million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight United States dollars) nominal value each, all such shares to rank pari passu in all respects." AS AN ORDINARY RESOLUTION:- 3. Placement of Ordinary Shares with Strategic Foreign Investors "That, in terms of the Share Subscription Agreements between the Company and the Strategic Foreign Investors and subject to the passing of resolutions 1 and 2 (above), the Directors of the Company be and are hereby authorized to raise fresh capital amounting to approximately US$14.8 million through the issue, to Strategic Foreign Investors, of 103,714,287 (one hundred and three million seven hundred and fourteen thousand two hundred and eighty and seven) new Ordinary Shares in the share capital of the Company at an issue price per share of US$0.1430 (zero comma one four three United States dollars) and that Members hereby waive their preemptive rights in respect of that issue in terms of Article 13.2 of the Company's Articles of Association." AS SPECIAL RESOLUTIONS:- 4. Buy-back option "That, in terms of the non-transferable Buy-back Option Agreements between the Company and the Strategic Foreign Investors and subject to the passing of resolution 3 (above) and in terms of Article 10 of the Company's Articles of Association, the Companies Act (Chapter 24:03), the ZSE Listing Requirements and compliance with minimum regulatory capital requirements, the Directors of the Company be and are hereby authorized to do all that may be necessary for the Company to utilize its excess reserves over and above the minimum regulatory capital requirements to buy-back up to 103,714,287 (one hundred and three million seven hundred and fourteen thousand two hundred and eighty and seven) of any Ordinary Shares in the Company as may be owned by the Strategic Foreign Investors on exercise of the buy-back option by any Strategic Foreign Investor during the exercise period starting from the 5th to the 9th anniversary of the investment. The buy-back option price per share shall be equal to: a. US$0.1430 per Ordinary Share; plus b. a return compounded at: i. 10% annually for the first 5 years of the investment; and ii. 5% annually from year 6 to year 9. Any dividends received, during the period between the date of investing and the date when the buy-back option is exercised, will be deducted from the amount accrued under part (b) above and part (b) will have a minimum value of zero. Any Ordinary Shares bought back by the Company from the Strategic Foreign Investors in terms of the buy-back option will be cancelled from the Company's Share Register. This authority shall expire after the 9th anniversary of the investment by the Strategic Foreign Investors." 5. Early buy-back option "That, in terms of the non-transferable Buy-back Option Agreements between the Company and the Strategic Foreign Investors and subject to the passing of resolution 3 and 4 (above) and in terms of Article 10 of the Company's Articles of Association, the Companies Act (Chapter 24:03) and the ZSE Listing Requirements, the Directors of the Company be and are hereby authorized to do all that may be necessary for the Company to buy-back up to 103,714,287 (one hundred and three million seven hundred and fourteen thousand two hundred and eighty and seven) of any Ordinary Shares in the Company as may be owned by the Strategic Foreign Investors on exercise of the early buy-back option which option is exercisable by any Strategic Foreign Investor in the event of a breach of the Share Subscription Agreements. The early buy-back option price per share shall be equal to: a. US$0.1430 per Ordinary Share; plus b. a return compounded at: i. 10% annually for the first 5 years of the investment; and ii. 5% annually from year 6 to year 9. A premium of 20% shall be added to the early buy-back option price defined above should the exercise of the early buy-back option be triggered by events within the control of the Company. Any dividends received, during the period between the date of investing and the date when the early buy-back option is exercised, will be deducted from the amount accrued under part (b) above and part (b) will have a minimum value of zero. Any Ordinary Shares bought back by the Company from the Strategic Foreign Investors in terms of the early buy-back option will be cancelled from the Company's Share Register. This authority shall expire after the 9th anniversary of the investment by the Strategic Foreign Investors." AS ORDINARY RESOLUTIONS: 6. Control of the authorised but unissued share capital "That, subject to the passing of resolutions 3, 4 and 5 (above), the balance of the authorised but unissued Ordinary Shares of the Company after the proposed Placement above, be placed under the control of the Directors for an indefinite period, provided that any issue other than pursuant to resolutions 1 and 3 (above) by the Directors shall be in compliance with the terms of the Company's Memorandum and Articles of Association and the ZSE's Listing Requirements. Apart from the possibility of a Rights Offer in 2015, no issue of these Shares is however contemplated at the present time and no issue will be made which could effectively transfer the control of the Company without prior approval of Shareholders in a General Meeting." 7. Directors' authority to give effect to the above resolutions "That the Directors of the Company be and are hereby authorized to do any and all such things as may generally be required or necessary to give effect to the above." BY ORDER OF THE BOARD 28 January 2013 V Mutandwa Company Secretary 4th Floor, Unity Court, Corner 1st Street/ Kwame Nkrumah Avenue, P.O. Box 2564, Harare, Zimbabwe Notes: a. Circular A Circular explaining the proposed transactions shall be distributed to registered Members ahead of the EGM. b. Validity of existing share certificates Subsequent to the ordinary share capital consolidation, existing share certificates will remain valid and good for delivery until receipt of new share certificates. Shareholders, in person or through a duly authorized agent, are to collect new share certificates from the Transfer Secretaries, FTS, from the 28th of February 2013. c. Waiver of pre-emptive rights In terms of Section 5.82 of the ZSE Listing Requirements, Resolution 3 (above) will be subject to an 85% majority of votes cast in favour of the resolutions by Members present or represented by proxy. .......................................................................................................................................... PROXY FORM I/We..........................................................................................of............................................................................................................................. ..................................................................................................................being (a) member(s) of the Company and entitled to vote, do hereby appoint....................................................................................................... of.................. ............................or failing him/her............................................................................................................................................... ... ...................................................of...............................................................................................or failing him/her the Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary General Meeting which will be held in the Boardroom at 4th floor, Unity Court, Corner 1st Street/ Kwame Nkrumah Avenue, Harare; on Friday 15 February 2013 at 10:00 hours for the purpose of considering and, if deemed fit, passing, with or without modification, the Resolutions to be proposed thereat and at any adjournment thereof, to vote for or against the Resolutions and/or abstain from voting in respect of the Ordinary shares registered in my/our name(s) in the following manner: Signed at ...............................this........................day of.............................................2013. Full name(s)......................................................................................................................... Signature(s)......................................................................................................................... Company Seal or Stamp................................................................................................... Directors: Mr. T. N. Mundawarara (Chairman); Mr. J. A. Mushore (Group CEO)*; Mr. F. Zimuto (Deputy Group CEO)*; Mr. B. Ndachena (Chief Financial Officer)*; Mr. A. M. T. Mutsonziwa; Mr. B. W. Madzivire; Dr. J. T. Makoni; and Mr. J. Chigwedere; Mr. J. de la Fargue; Mr. J. Chenevix-Trench; Ms. L Majonga. (*Executive). END
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