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Share Name Share Symbol Market Type Share ISIN Share Description
Zccm Investments Holdings Plc LSE:ZCC London Ordinary Share ZM0000000037 'B' ORD ZMK10
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Mining - - - - 0

ZCCM Invs.Hldgs PLC Announcement re:Transaction Announcement

14/06/2021 7:00am

UK Regulatory (RNS & others)


Zccm Investments (LSE:ZCC)
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TIDMZCC

RNS Number : 7098B

ZCCM Invs.Hldgs PLC

11 June 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: 11 June 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"]

TRANSACTION ANNOUNCEMENT

The Board of ZCCM Investments Holdings Plc ("ZCCM-IH" or "the Company"), wishes to advise the shareholders and the market participants that the Company has signed a Management Services Agreement ("MSA") with the Industrial Development Corporation Limited ("IDC" or the "Corporation" ). As per the proposed agreement, the IDC will provide mandatory and ad hoc group services to ZCCM-IH on a per hour cost basis for a period of five years from the implementation of the agreement.

The Board wishes to inform the shareholders and the market that ZCCM-IH, with its advisors, has prepared the financial and non-finanial 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 Annual General Meeting ("AGM"). 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               Management Services Agreement involving ZCCM-IH 
  Transaction                      and the Industrial Development Corporation Limited 
 Conditions Precedent             ZCCM-IH Shareholder approval. 
  include: 
 Consideration:                   Services to be costed on a per hour basis as defined 
                                   in an appendix of the MSA. A copy of the MSA will 
                                   be in the Circular and available for inspection 
                                   at the Company's offices. 
 Other significant terms 
  of the Agreement:                     *    IDC to provide Group mandatory and ad hoc services to 
                                             ZCCM-IH; 
 
 
                                        *    Services to be costed on a per hour basis as defined 
                                             in an appendix of the MSA; and 
 
 
                                        *    The agreement will be in effect for a term of five 
                                             years. 
 Effective Date                   Upon approval of the agreement by shareholders 
                                   at the AGM 
 Rationale for the Transaction    The Industrial Development Corporation is the majority 
                                   shareholder of ZCCM-IH with 60.28% of shares. The 
                                   IDC group has 36 companies under its portfolio. 
 
                                   The IDC has a mandate to transform subsidiaries 
                                   in its portfolio focusing on business remodelling, 
                                   capital restructuring and financing support amongst 
                                   others. This is underpinned by effective Group 
                                   oversight which includes the provision of group 
                                   management services to ZCCM-IH in all functional 
                                   areas listed in the MSA. IDC has been providing 
                                   management services to ZCCM-IH since 2017 and has 
                                   increased its level of services to ensure ZCCM-IH 
                                   is aligned to the vision of the IDC. 
 
                                   Thus, ZCCM-IH accesses and benefits from the IDC's 
                                   group management services. With effect from the 
                                   date of shareholder approval, the IDC formalised 
                                   its arrangement for management services by entering 
                                   into Management Services Agreements with subsidiaries 
                                   and introducing management fees determined based 
                                   on cost recovery plus mark-up. Management services 
                                   by the IDC to its subsidiaries confer economic 
                                   benefits to ZCCM-IH. 
                                   Considering the above, ZCCM-IH intends to sign 
                                   the management services agreement with the IDC. 
                                     Before      Pro Forma Adjustments      After      Percentage change 
                                                                                              (%) 
           EPS (ZMW)                 11.87               -0.20              11.67           -1.69% 
                                 -------------  ----------------------  ------------  ------------------ 
           HEPS (ZMW)                 8.59               -0.20              8.38            -2.34% 
                                 -------------  ----------------------  ------------  ------------------ 
         NAV per share               130.16              -0.20             129.96           -0.15% 
                                 -------------  ----------------------  ------------  ------------------ 
         NTAV per share            20,930,127           -32,313          20,897,065         -0.15% 
                                 -------------  ----------------------  ------------  ------------------ 
        Ordinary Shares 
            in issue              160,800,286              -             160,800,286           - 
                                 -------------  ----------------------  ------------  ------------------ 
         Shares in issue          160,800,286              -             160,800,286           - 
                                 -------------  ----------------------  ------------  ------------------ 
        Weighted average 
       number of Ordinary 
         Shares in issue          160,800,286              -             160,800,286           - 
                                 -------------  ----------------------  ------------  ------------------ 
 
 

17(th) Annual General Meeting and the Transaction Circular

i. A notice of Annual General Meeting ("AGM") to consider the Proposed Transaction was published on 09 June 2021; and

ii. A circular to Shareholders giving full details of the Transaction will be mailed to Shareholders on or about Monday, 14 June 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 1 July 2021.

By Order of the Board

Chabby Chabala

Company Secretary

Issued in Lusaka, Zambia on June 11, 2021

 
                                             Lusaka Securities Exchange Sponsoring Broker 
========================================================================================================================== 
   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 11 
                                                                                                                    June 
                                                                                                                    2021 
 

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END

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