TIDMZAM
RNS Number : 2284G
Zambeef Products PLC
04 August 2016
ZAMBEEF PRODUCTS PLC
("Zambeef" or the "Company")
INCORPORATED IN THE REPUBLIC OF ZAMBIA
COMPANY REGISTRATION NUMBER: 31824
LuSE SHARE CODE: ZAMBEEF
ISIN: ZM0000000201
Investment Agreement with CDC Group plc, Refinancing of some of
the Existing Debt and Settlement of the RCL Foods Put Options
US$65 million fundraising through the issue of new Ordinary
Shares and new Convertible Redeemable Preference Shares to CDC
Group plc, utilised to settle the USD 23,385,604 of the RCL Foods
Put Options and refinance USD 38,200,000 of the outstanding
debt
Highlights of the Proposed Transaction:
-- Issuance of 52,601,435 new Ordinary Shares at a subscription
price of USD 0.18 (approximately ZMW1.85 as at 29 July 2016 using
the Bloomberg spot rates) per Ordinary Share and 100,057,658 new
Convertible Redeemable Preference Shares, which are convertible
into new Ordinary Shares, subject to certain exceptions, at a price
of USD 0.555 (approximately ZMW5.69 as at 29 July 2016 using the
Bloomberg spot rates) per Convertible Redeemable Preference Share
to CDC Group plc, will be raised, in aggregate, US$65 million.
-- CDC is the UK's development finance institution. It invests
in promising businesses in Africa and South Asia with aim of
supporting economic development to create jobs.
-- In CDC, Zambeef has gained a constructive and supportive
strategic shareholder, which will have a shareholding of
approximately 17.5 per cent in Zambeef's Ordinary Shares as
enlarged by the issue of the new Ordinary Shares to CDC, and voting
rights over approximately 34.85 per cent. of the Company's share
capital as enlarged by the issue of both the new Ordinary Shares
and the Convertible Redeemable Preference Shares to CDC. Please
refer to Clause 6.2 of this Announcement.
-- Proceeds of the fundraising will be used as follows:
o to finance in cash the Company's obligation to acquire RCL
Foods' shares in, and all claims whether on loan account or
otherwise against Zamhatch pursuant to the Zamhatch Put Option up
to an amount up to USD 9.1 million;
o to finance in cash the Company's obligation to acquire RCL
Foods' shares in, and all claims whether on loan account or
otherwise against Zam Chick pursuant to the Zam Chick Option up to
an amount up to USD 14.3 million;
o to refinance USD 38.2 million of the outstanding debt of the
Group; and
o to finance all costs and expenses, of approximately USD 3.4
million, incurred by the Company and CDC in connection with the
Proposed Transaction.
-- In addition, following completion of the Proposed
Transaction, Zambeef will free up its internally generated cash
flow in order to provide general working capital and to accelerate
the roll out of the Company's new Zambeef macro outlet stores,
which were a key strategic priority of the Group during the last
year.
The Company will shortly post a circular to Shareholders (the
"Circular"), including a Notice of Extraordinary General Meeting,
to convene the necessary extraordinary general meeting to approve
resolutions relating to, inter alia, the Proposed Transaction. Once
published, a copy of the Circular and Notice of Extraordinary
General Meeting will be available to view on the Company's website:
http://www.zambeefplc.com/
Completion of the Proposed Transaction is conditional on certain
conditions precedent having been fulfilled (see paragraph 6.8 for
further details).
Dr. Jacob Mwanza, Chairman of Zambeef Products plc
commented:
"I am delighted that CDC is becoming a supportive long-term
shareholder in Zambeef plc. We have a longstanding relationship
with them and they have a long history of making successful
investments in our Country, including plenty within the
agricultural and food sectors.
Through the issue of these new shares we are able to finance the
purchase of RCL Foods' outstanding equity stakes in both Zamhatch
and Zam Chick, refinance a significant amount of our debt, as well
as provide additional working capital to accelerate the roll out of
our new macro outlet stores.
This is a significant step forward for our Company and we are
now in a stronger position than ever going forward. On behalf of
the Board, I'd like to take this opportunity to thank CDC and all
of our supportive shareholders and we look forward to delivering
healthy shareholder returns over the years ahead. As per our
interim announcement of 8 June 2016, the Board is pleased to report
that the significant operational improvement and robust performance
achieved in the first half has continued and we remain confident
that we will meet market expectations for the full year and we look
forward to updating the market on our progress over the coming
months."
The definitions that apply throughout this announcement can be
found at the end of this announcement.
This announcement contains inside information.
For further information, please contact:
Zambeef Products plc Tel: +260 (0) 211
369003
Carl Irwin, Joint Chief Executive Officer
Francis Grogan, Joint Chief Executive Officer
Strand Hanson Limited (Financial Tel: +44 (0) 20 7409
& Nominated Adviser) 3494
James Spinney
Ritchie Balmer
Finncap (Broker) Tel: +44 (0) 20 7220
0500
Joanna Scott
Raymond Greaves
Powerscourt (Financial PR) Tel: +44 (0)20 7250
1446
Nick Dibden
Sophie Moate
Nick Brown
BACKGROUND TO THE PROPOSED TRANSACTION
The Company today announces that it has conditionally raised
US$65 million from CDC through the issuance of 52,601,435 new
Ordinary Shares to CDC at a subscription price of USD 0.18 per
Ordinary Share and the issuance of 100,057,658 new Convertible
Redeemable Preference Shares to CDC, (which are convertible into
new Ordinary Shares subject to certain agreed terms), at a price of
USD 0.555 per Convertible Redeemable Preference Share. Completion
of the Proposed Transaction is conditional on certain conditions
precedent having been fulfilled (see paragraph 6.8 for further
details).
The proceeds of the fundraising will be used as follows:
o to finance in cash the Company's obligation to acquire RCL
Foods' shares in, and all claims whether on loan account or
otherwise against Zamhatch pursuant to the Zamhatch Put Option up
to an amount up to USD 9,135,604;
o to finance in cash the Company's obligation to acquire RCL
Foods' shares in, and all claims whether on loan account or
otherwise against Zam Chick pursuant to the Zam Chick Option up to
an amount up to USD 14,250,000;
o to refinance USD 38,200,000 of the outstanding debt of the
Group; and
o to finance all costs and expenses incurred by the Company and
CDC in connection with the Proposed Transaction.
In addition, following completion of the Proposed Transaction,
Zambeef will free up its internally generated cash flow in order to
finance provide general working capital and to accelerate the roll
out of the Company's new Zambeef macro outlet stores, which were a
key strategic priority of the Group during the last year.
The Company will shortly post a circular to Shareholders (the
"Circular"), including a Notice of Extraordinary General Meeting,
to convene the necessary extraordinary general meeting to approve
resolutions relating to, inter alia, the Proposed Transaction. The
Circular is subject to SEC approval. Once approved and published, a
copy of the Circular and Notice of Extraordinary General Meeting
will be available to view on the Company's website:
http://www.zambeefplc.com/
The key terms of the Investment Agreement have been summarised
in this announcement.
1. INTRODUCTION
Zambeef Products Plc is a public limited company, and in
conformity with Part V of the Securities Act Chapter 354 of the
Laws of Zambia, its shares are registered with the Securities and
Exchange Commission.
The Proposed Transaction is classified as a Category 1
Transaction under Section 9 and is in accordance with Section 5.51
of the LuSE Listing Rules and, accordingly, approval of
Shareholders is required to be sought.
The purpose of this announcement, along with the Circular, is to
inform Shareholders of the Proposed Transaction as stipulated under
Section 9.20 (Transactions - Category 1 Listing Requirements) in
the Harmonised Listings Requirements of the Lusaka Securities
Exchange. The categorisation of the Proposed Transaction is
determined by assessing its relative size to that of the market
capitalisation of the Company. A percentage ratio of above 25 per
cent implies that the Proposed Transaction falls under the Category
1 Listing Requirements.
2. ZAMBEEF GROUP OVERVIEW
The Zambeef Group is one of the largest integrated
agri-businesses in Zambia. The Group is principally involved in the
production, processing, distribution and retailing of beef,
chicken, pork, milk, dairy products, eggs, stock feed and
flour.
The Group also has large row cropping operations (principally
maize, soya beans and wheat), with approximately 8,120 Ha of row
crops under irrigation and a further 8,480 Ha of rain-fed/dry-land
crops available for planting each year. Double cropping of
irrigated lands means Zambeef can plant 24,720 Ha per annum.
The Group also has operations in West Africa (Nigeria and
Ghana), as well as developing a palm project in Zambia.
Zambeef is dual listed on the LuSE and AIM. Zambeef's subsidiary
companies currently include the following:
a) Zambeef Retailing Limited (100 per cent. subsidiary) - owns
and operates the manufacturing and retail operations of the
Group;
b) Master Pork Limited (100 per cent. subsidiary) - owns and
operates a piggery, pork abattoir, and meat processing operations
of the Group;
c) Zampalm Limited (100 per cent. subsidiary) - owns a palm
plantation that is being developed in Northern Zambia;
d) Zamleather Limited (100 per cent. subsidiary) - owns and
operates a tannery, shoe plant, and finished leather operations of
the Group;
e) Zam Chick (51 per cent. Subsidiary, RCL Foods holds 49 per
cent currently) - owns and operates the chicken broiler operations,
chicken abattoir and chicken processing plant;
f) Master Meats and Agro Production Company of Nigeria Limited
(80 per cent. subsidiary) - Zambeef's subsidiary company in
Nigeria;
g) Master Meats Ghana Ltd (90 per cent. subsidiary) - Zambeef's
subsidiary company in Ghana; and;
h) The Company also holds 49 per cent. of the issued share
capital in Zamhatch (RCL Foods holds 51 per cent. currently), a
company that is in the business of owning and operating a breeder
farm and hatchery. In addition it will complete the construction of
a new stockfeed plant during the year.
3. DETAILS ON CDC GROUP PLC
CDC Group plc is the UK's development finance institution.
Wholly owned by the UK Government, it invests in sub-Saharan Africa
and South Asia with the aim of supporting economic development in
order to create jobs. CDC Group plc has invested in Africa since
the institution's establishment in 1948.
CDC's net asset value is USD 5.0bn (as at 31 December 2015) and
includes 1,293 investee businesses. CDC estimates that last year
these companies helped create more than 1,000,000 new jobs directly
and indirectly and paid USD 2.6bn in local taxes.
CDC invests directly into businesses through providing equity,
debt, mezzanine finance and guarantees to businesses; and also
indirectly through supporting fund managers who are aligned with
CDC's aims and who invest capital on CDC's behalf. When CDC sells
its stakes in businesses or redeems loans, the returns are
reinvested in other businesses.
CDC aims to invest where its job creation focus can have
greatest impact: in countries where jobs are scarce, and in sectors
where growth leads to jobs - directly and indirectly - such as
manufacturing, agribusiness, infrastructure, nancial institutions,
construction, health and education.
Central to CDC's investment strategy is a rm commitment to
responsible investment. The businesses that receive CDC's capital
must adhere to its Code of Responsible Investing, which stipulates
environmental, social and governance standards that are often above
those required by local law. Investment companies that do not meet
these standards at the outset must adopt a post-completion action
plan to achieve them over time.
For the latest copy of CDC's annual report and to find out more
about CDC, please see
http://www.cdcgroup.com/Documents/Annual%20Reviews/CDC%20Annual%20Review%202015.pdf
Below is a summary of selected CDC indirect and direct
investments in Zambia:
-- AB Bank Zambia
-- Foresythe Farm (Silverslands Ranching Limited)
-- his Zambia
-- Kakushi Farms
-- Scaw Holdings
-- Serenje District Farms
-- York Commercial Park
4. DETAILS OF AND RATIONALE FOR THE PROPOSED TRANSACTION
The 2015 Financial year was a watershed year for the Company.
The refocus of its operating strategy onto the distribution, via
Zambeef's logistics infrastructure, of cold chain food products
through its 158 retail outlets led to strong growth in revenue and
EBITDA. This growth continued in the six months to 31 March 2016,
resulting in a reported EBITDA of USD15.4million (ZMW175.4
million), and a record interim profit before tax of USD9.7m
(ZMW110.5 million).
During the 2015 financial year, the Company, as part of its
strategy to finance a reduction in gearing through the disposal of
non-core assets, disposed of Zamanita Limited to Cargill Zambia
Limited for a net cash consideration of USD25.7 million. This cash
was used to reduce the Company's US Dollar debt, and by exiting
this oil-crushing enterprise, the Company also no longer has to
maintain a US Dollar borrowing facility which was previously
necessary to fund the soya bean inventory required to feed the oil
crushing plant. The Company has retained the ability to continue to
supply its customers with cooking oil, by entering into a
distribution agreement with Cargill, whereby the Company sells
Cargill's cooking oil through its retail outlets, and earns a
commission on all sales.
The Board is committed to explore further opportunities to
reduce gearing and exposure to currency fluctuations, which have
distorted financial performance of the Company over recent years
and masked its operational achievements.
Shareholders will be aware of the Company's joint ventures with
RCL Foods, entered into in 2013. In accordance with the terms of
these transactions, RCL Foods was granted Put Options over their
investments in the two companies, enabling RCL to require Zambeef
to acquire its respective shareholdings in the companies.
The Company, in an announcement (Cautionary Announcement in
Zambia) dated 24 March 2016, advised Shareholders that Zambeef had
received notification from RCL Foods that it wished to exercise the
Put Options.
The manner of settlement of the Put Options, which is at the
discretion of the Zambeef Board, can either be through the issue to
RCL Foods of Zambeef Ordinary Shares, or in cash, and, subject to
certain regulatory approvals being received in time, needs to take
place on or before 23 of September 2016.
The Board has given careful consideration as to which method of
settlement would be in the best interest of Shareholders.
Settlement of the Put Options through the issuing of Ordinary
Shares would, at the current share price of 7.63p as at 29 July
2016, result in RCL being issued 48.3 per cent of the total issued
ordinary shares and a corresponding dilution of existing
Shareholders and would not reduce the current level of gearing
within the Company. Accordingly, the Board has decided to settle
the Put Options in cash. In accordance with the Settlement
Agreement, Zambeef will be required to pay the amount of USD
23,385,604 as follows:
a) in respect of Zam Chick - USD 14,250,000; and
b) in respect of Zamhatch - USD 9,135,604.
5. DETAILS OF SETTLEMENT AGREEMENTS
5.1 Closing Agreement
Zam Chick , Zambeef and RCL Foods have entered into an agreement
dated 27 July 2016 (the "Closing Agreement") to agree the
methodology of closing the sale arising from RCL Foods exercise of
the Zamchick Put Option. Under the Closing Agreement, RCL Foods and
Zambeef have agreed that the RCL shares market value for the Put
Opition is USD 14,250,000.00 (the "Consideration"). The parties
have further agreed that the Consideration in respect of the sale
shares shall be payable in accordance with the shareholders
agreement by Zambeef to RCL Foods on the Settlement Date.
On the Settlement Date, Zambeef and RCL Foods, or their
authorised agents, shall meet in Zambia at the offices of Corpus
Legal Practitioners ("Closing Meeting"). At the Closing
Meeting:
a) The Parties shall comply with the provisions of the Put
Option, and in particular the terms of clause 4.5 thereof, and
against payment by Zambeef of the Consideration to RCL Foods (or to
such other entity as RCL Foods may direct), in terms of clause 3 of
the Put Option, then RCL Foods will on the Settlement Date attend
to its remaining obligations in terms of the Put Option.
b) In addition to the documents to be delivered, in accordance
with the terms of the Put Option, RCL Foods shall deliver the
following documents to Zambeef on the Settlement Date:
i) a validly executed deed of assignment to Zambeef of all and
any claims RFI may have against Zamchick;
ii) RCL Foods' TPIN certificate;
iii) a duly signed Board resolution authorising the transfer of
the shares subject to the Put Option to Zambeef;
iv) duly signed letters of resignation from Pierre Rousseau and
Robert Field and waiving any claims that they each may have against
Zamchick.
c) Pursuant to Zambian company law, a company has to have a
minimum of two shareholders and consequently RCL Foods shall
complete the share transfer forms in respect of the Put Option
shares in the name of such entity as Zambeef may direct.
5.2 Interim Settlement Agreement
With regard to reaching a settlement of the Zamhatch Put Option,
Zamhatch, Zambeef and RCL Foods entered into an agreement dated 27
July 2016 (the "Interim Settlement Agreeement") so as to agree the
methodology of closing the sale arising from RCL Foods exercise of
the Zamhatch Put Option.
As an interim settlement arrangement, the parties have agreed,
without prejudice to their rights, to enable Zambeef to complete
the transfer of the shares subject to the Put Option, on the
Settlement Date that Zambeef will pay to RCL Foods an amount of USD
9,135,604.00 ("Interim Settlement Amount") on the Settlement Date
which will be received by RCL Foods on account for purposes of
completing the Put Option.
The parties further agreed that the above payment will be
without prejudice to the rights of Zambeef to institute proceedings
for the recovery of what it contends to be an overpayment by it to
RCL Foods, which recovery shall be limited to a maximum of the
difference between:
a) the Settlement Amount(as defined under the Interim Settlement
Agreement); and
b) any lower amount comprising the total of the following
amounts calculated on the Settlement Date:
i) The USD equivalent of the First Tranche Payment (as defined
under the Interim Settlement Agreement) stipulated in Zambian
Kwacha amounting to ZMW 24,800,000.00;
ii) The USD equivalent of the Second Tranche Payment (as defined under the Interim Settlement Agreement)stipulated in Euros amounting to EUR3,301,849.00; and
iii) The Third Tranche Payment(as defined under the Interim Settlement Agreement).
Similarly, under the Interim Settlement Agreement, the payment
of the Interim Settlement Amount will be made without prejudice to
the rights of RCL Foods to recover the amount which it contends is
outstanding to it by Zambeef and/or Zamhatch pursuant to Interim
Settlement Agreement provided that its total additional recovery
under this Interim Settlement Agreement shall not exceed the amount
of USD 1,023,570.00. The potential disputes are to be resolved in a
manner as contemplated under the Interim Settlement Agreeement.
On the Settlement Date, Zambeef and RCL Foods, or their
authorised agents, shall meet in Zambia at the offices of Corpus
Legal Practitioners ("Closing Meeting"). At the Closing
Meeting:
a) The Parties shall comply with the provisions of the Put
Option, and in particular the terms of clause 4.5 thereof, and
against payment by Zambeef of the Consideration to RCL Foods (or to
such other entity as RCL Foods may direct), in terms of clause 3 of
the Put Option, then RCL Foods will on the Settlement Date attend
to its remaining obligations in terms of the Put Option;
b) In addition to the documents to be delivered, in accordance
with the terms of the Put Option, RCL Foods shall deliver the
following documents to Zambeef on the Settlement Date:
i) a validly executed deed of assignment to Zambeef of all and
any claims RFI may have against Zamhatch;
ii) RCL Foods' TPIN certificate;
iii) a duly signed Board resolution authorising the transfer of
the shares subject to the Put Option to Zambeef;
iv) duly signed letters of resignation from Pierre Rousseau and
Robert Field and waiving any claims that they each may have against
Zamhatch.
c) Since in Zambia a company has to have a minimum of two
shareholders RCL Foods shall complete the share transfer forms in
respect of the Put Option shares in the name of such entity as
Zambeef may direct.
The Company entered into financing discussions with CDC. These
discussions have culminated in the Company entering into the
Investment Agreement, whereby CDC will invest USD 65,000,000 of new
capital into the Company via the acquisition of a combination of
new Ordinary Shares, and new Convertible Redeemable Preference
Shares.
The investment will be as follows:
a) the issue of 52,601,435 new Ordinary Shares to CDC that will
represent a 17.5 per cent shareholding in the Company through a
private placement. The Ordinary Shares are being issued at a
subscription price of USD 0.18 a Share and will generate a total
cash inflow of USD 9.5 million for the Company; and
b) the issue of 100,057,658 new Convertible Redeemable
Preference Shares to CDC through a private placement. The
Convertible Redeemable Preference Shares are being issued at a
subscription price of USD 0.555, subject to the terms set out in
paragraph 6.4 and 6.5 below and will generate a total cash inflow
of USD 55.5 million.
6. MATERIAL TERMS OF THE INVESTMENT AGREEMENT
The Preference Shares shall have the following rights:
6.1 Income
Out of the profits available for distribution, Preference
Shareholders shall be entitled to receive the same dividend per
Preference Share as the Ordinary Shareholders are entitled to
receive per Ordinary Share ("Preference Share Dividend").
The Preference Share Dividend shall be paid at the same time as
any dividend paid to the Shareholders of Ordinary Shares.
The Preference Share Dividend, shall following a resolution of
the Directors declaring the Preference Share Dividend, become a
debt due from and immediately payable by the Company to Preference
Shareholders.
The Company shall pay the Preference Share Dividend to such bank
accounts as Preference Shareholders may notify to the Company in
writing from time to time.
6.2 Voting
Each Preference Shareholder shall, in respect of its Preference
Shares, have the right to receive notice of, attend and speak at
every general meeting of the Company and shall have the right to
vote at such meetings.
The Preference Shares shall have the right to four votes for
every five Preference Shares held. This would give CDC accumulated
voting rights, from ordinary and preference shares, totalling 34.85
per cent.
If one of the following events occurs, each Preference Share
shall, at the Preference Shareholders' sole option and on notice to
the Company, carry the right to three votes for every 1 Preference
Share held:
a) the Company fails to convert any Preference Shares into
Ordinary Shares on the Preference Shareholders' request (pursuant
to paragraph 6.3 below); or
b) an ESG Default occurs in respect of a Group company.
6.3 Capital
On any liquidation, dissolution or winding up of the Company
(Liquidation Event), the proceeds from the Liquidation Event
remaining after the payment of the Company's liabilities shall (to
the extent that the Company is lawfully able to do so) be
distributed as follows:
a) first, a sum equal to any arrears accruals of the Preference
Share Dividend up to the Conversion Date;
b) second, each Preference Shareholder will receive the
Redemption Price per Preference Share held; and
c) third, any remaining funds will be distributed
proportionately among the Ordinary Shareholders.
6.4 Conversion
6.4.1 Subject to paragraph 6.5, each Preference Shareholder
shall be entitled to convert all or part of its Preference Shares
into Ordinary Shares ("Conversion") at any time on giving the
Company 30 Business Days' written notice ("Conversion Notice"). The
relevant Preference Shares shall convert on the date specified in
the Conversion Notice ("Conversion Date") unless redeemed
beforehand in accordance with the provisions of this Section 6.
6.4.2 The number of Ordinary Shares into which the Preferences
Shares convert shall be determined in accordance with the following
formula (the "Conversion Formula"):
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).
6.4.3 If a person (or persons acting in concert) ("Offeror")
makes an offer to the Shareholders for 25 per cent or more of the
Ordinary Shares (excluding any existing holding of Ordinary Shares
of the Offeror) ("Takeover Offer"), then CDC shall have the right
to participate in the Takeover Offer by converting all or part of
its Preference Shares into Ordinary Shares:
a) on the basis of one Ordinary Share for each Preference Share,
where the offer price pursuant to the Takeover Offer ("Offer
Price") is equal to, or is more than USD 0.555 per Ordinary
Shares;
b) on the basis of 1.52 Ordinary Shares for each Preference
Share, where the Offer Price is equal to, or is more than USD 0.365
but less than USD 0.555; or
c) on the basis of 3.0833 Ordinary Shares for each Preference
Share, where the Offer Price is less than USD 0.365 per Ordinary
Shares.
6.4.4 The Company shall notify the Preference Shareholders of a
Takeover Offer within five Business Days of the Company being
notified or becoming aware of a Takeover Offer. The Preference
Shareholders may notify the Company in writing of their intention
to exercise their right of Conversion pursuant to paragraph 6.4.3
above at any time prior to the deadline for Ordinary Shareholders
to accept the Takeover Offer. Conversion of the Preference Shares
shall be conditional on the Takeover Offer becoming wholly
unconditional and shall take effect immediately prior to the
completion of the Takeover Offer.
6.4.5 On any Conversion pursuant to paragraphs 6.4.2(b),
6.4.3(a) and 6.4.3(c), where the number Ordinary Shares to be
received pursuant to the Conversion exceeds the number of
Preference Shares being converted, the excess Ordinary Shares shall
be paid up by way of capitalisation of share premium account.
The Company shall maintain:
a) sufficient distributable reserves or share premium account to enable a Conversion; and
b) sufficient authorised share capital to issue the Ordinary Shares pursuant to a Conversion.
6.4.6 Each Preference Shareholder exercising its right to
convert its Preference Shares shall deliver its share certificate
(or an indemnity in a form reasonably satisfactory to the Company
for any lost share certificate) for the Preference Shares being
converted (together with such other evidence (if any) as the
Company may reasonably require to prove good title to such
Preference Shares) to the Company at its registered office for the
time being.
6.4.7 On the Conversion Date, the relevant Preference Shares
shall unless redeemed prior to Conversion (without any further
authority than contained in these sections) stand converted into
Ordinary Shares on the basis of the Conversion Formula and the
Ordinary Shares resulting from the conversion shall rank pari passu
in all respects with the existing issued Ordinary Shares in the
capital of the Company.
6.4.8 On the Conversion Date, the Company shall enter the holder
of the converted Preference Shares on the register of the Ordinary
Shareholders of the Company as the holder of the relevant number of
Ordinary Shares arising on conversion of the relevant Preference
Shares and, subject to paragraph 6.4.5, the Company shall within
five (5) Business Days of the Conversion Date, deliver a definitive
share certificate for the relevant number of Ordinary Shares to
such Preference Shareholder.
6.4.9 If any consolidation or sub-division or reduction of
capital or return of capital or dividends or other reconstruction
or adjustment relating to the equity share capital of the Company
and any other amalgamation or reconstruction affecting the equity
share capital of the Company (Reorganisation) shall take place
prior to any Conversion, the Conversion Formula shall be adjusted
accordingly to take into account the effect of the
Reorganisation.
6.4.10 On Conversion, any fractional Shares and corresponding
voting rights shall be rounded down to the nearest whole
number.
6.5 Redemption
6.5.1 Subject to paragraph 6.5.2 and 6.5.3, the Company shall
have the right to redeem all or part of the Preference Shares at
the Redemption Price in accordance with Section 59 of the Companies
Act ("Redemption"). The Company shall give 30 Business Days written
notice ("Redemption Notice") to the Preference Shareholders of its
intention to carry out a Redemption.
6.5.2 If a Redemption Notice is served:
a) during the five years following Completion, such Redemption
shall not result in CDC's shareholding in the Company falling below
the CDC Core Holding; and
b) after the fifth anniversary of Completion and such Redemption
would result in CDC's holding of Preference Shares falling below
70,000,000 Preference Shares, the Company shall redeem all of CDC's
Preference Shares.
6.5.3 The right of the Company to redeem Preference Shares
pursuant to paragraph 6.5 shall be subject to the right of the
Preference Shareholders to convert the Preference Shares that are
the subject of a Redemption Notice. If a Conversion Notice is not
served during the 30 Business Days following receipt of a
Redemption Notice (Conversion Period), then the Company may proceed
with the Redemption within 120 days after the earlier of (i) the
expiry of the Conversion Period; and (ii) receipt of written
confirmation from the relevant Preference Shareholders that they do
not intend to serve a Conversion Notice. If there is no Redemption
within such 120 day period, then the Preference Shareholders shall
be entitled to convert their Preference Shares in accordance with
the provisions of this section 5.
6.5.4 On the Redemption Date, the Company shall pay the
Redemption Price on each of the Preference Shares redeemed. At the
same time, it shall pay any arrears or accruals of the Preference
Share Dividend due on the Redemption Date. The Preference Share
Dividends on the redeemed shares shall stop accruing from the date
on which the Redemption Price is paid.
6.5.5 On any Redemption Date, the Company shall pay to each
registered Preference Shareholder the Redemption Price, following
which the redeemed Preference Shares shall be deemed to be
cancelled pursuant to Section 58(8)(a) of the Companies Act and
each holder of a redeemed Preference Share shall surrender to the
Company the certificate for the Preference Shares that are redeemed
(or an indemnity in a form reasonably satisfactory to the Board in
respect of any lost share certificate) for cancellation by the
Company. If any certificate (or indemnity) so surrendered includes
any Preference Shares that are not redeemed at that time, the
Company shall issue a new share certificate for the balance of the
Preference Shares which have not been redeemed. If there is more
than one Preference Shareholder, any redemption shall be made among
such holders pro rata (as nearly as possible) to their respective
holdings.
6.5.6 The Company shall not redeem more than such number of
Preference Shares as it is lawfully able to redeem. If there is
more than one Preference Shareholder, the Preference Shares shall
be redeemed in proportion to each Preference Shareholder's holding
of Preference Shares.
6.5.7 If CDC elects to convert some or all of its Preference
Shares (other than a Conversion pursuant to paragraph 6.5.3) and
such Conversion would result in CDC holding more than 34.9 per
cent. of the issued Ordinary Share capital, the Company shall be
entitled to redeem such number of Preference Shares elected to be
converted by CDC at the Redemption Price, as is required to ensure
that CDC's holding of the Company will not exceed 34.9 per cent. of
the issued Ordinary Share capital following Conversion, provided
that this paragraph 6.5.7 shall cease to apply from and including
the date falling eight years after the Completion Date.
6.6 Further Issues and Variation of Rights
The Company shall not create or issue any other preference share
ranking in some, all or any respects in priority to the Preference
Shares.
The special rights attached to the Preference Shares may be
varied with the consent of Preference Shareholders representing 75
per cent of the Preference Shares in issue but not otherwise.
6.7 Unresolved ESG Action Plan items and implication for dividend payments
If, on any Board Review Date, there are matters in the ESG
Action Plan which have not been completed by the dates prescribed
for them in the ESG Action Plan as determined by the CDC (acting
reasonably) ("Pending ESG Items"), the Company shall pay such
amount as is determined by CDC (acting reasonably) ("ESG Amount")
to implement the Pending ESG Items prior to the next Board Review
Date ("Next Board Review Date"), into an escrow account ("Escrow
Account"). The Escrow Account shall be operated by an escrow agent
reasonably satisfactory to CDC and on terms reasonably satisfactory
to CDC. No amount shall be released out of the Escrow Account
without the prior written consent of CDC and the costs of
maintaining the escrow account shall be borne by the Company.
Subject to the following paragraph, to the extent that following
payment of the ESG Amount into the Escrow Account and provided that
that the ESG Amount has been paid into the Escrow Account, the
Company has distributable reserves, the Company shall be entitled
to declare or pay dividends to its Shareholders.
If, on the Next Board Review Date, the Pending ESG Items or any
other matters in the ESG Action Plan to be implemented between the
last Board Review Date and the current Next Board Review Date
("Additional Pending ESG Items") have not been completed by the
dates prescribed for them in the ESG Action Plan or by CDC, then
the Company shall not declare or pay dividends until the Pending
ESG Items and the Additional Pending ESG Items have been
implemented in a form reasonably satisfactory to CDC.
6.8 Conditions Precedent
Completion of the Proposed Transaction is conditional on the
following Conditions Precedent having been fulfilled.
a) Approval, by Shareholders, at a duly convened EGM, of the following:
i. increasing the authorised share capital of Zambeef;
ii. issuing, via a private placement, of 52,601,435 new Ordinary
Shares to CDC, which post issuance would represent a 17.5 per cent
shareholding in the Company for CDC;
iii. creating a new class of Shares in the form of Convertible
Redeemable Preference Shares;
iv. issuing a total of 100,057,658 Convertible Redeemable
Preference Shares to CDC on a private placement basis;
v. payment of up to USD 14,250,000 and USD 9,135,604 to RCL
Foods to finance in cash the Company's obligation to acquire RCL
Foods' shares in Zam Chick and Zamhatch respectively pursuant to
the Put Options exercised on 23 March 2016.
b) the COMESA Competition Commission having approved the
Proposed Transaction in accordance with the COMESA Competition
Regulations (either unconditionally or with undertakings or
conditions reasonably acceptable to the party to whom the relevant
condition or undertaking applies);
c) consent from the relevant lenders approving the terms of the Proposed Transaction;
d) the unconditional approval of SEC and LuSE to issue the
shares to CDC in accordance with the terms of the Investment
Agreement;
e) the registration and listing of the Ordinary Shares by the
SEC and LuSE respectively; and
f) certain transaction documents being in agreed form.
6.9 Effective date
The Investment Agreement will become effective on the date on
which it is duly and validly executed by the parties thereto.
6.10 Completion Matters
On Completion, CDC shall:
a) pay in cash to the Company an amount equal to the aggregate
Subscription Price in USD less any transaction costs payable by the
Company to CDC;
b) deliver to the Company letters of appointment for the CDC
representatives on the Board and consents to act as Directors of
the Company; and
c) deliver to the Company a copy of the Relationship Agreement duly executed by CDC.
On Completion, the Company shall:
a) adopt the New Articles by filing the New Articles at the
Companies Registry together with the Resolutions;
b) adopt the Board Plan;
c) adopt the Post-Completion Action Plan;
d) adopt the ABC Plan;
e) procure the admission of the Ordinary Shares to be issued to
CDC pursuant to the Investment Agreement to trading on AIM in
accordance with the AIM Rules;
f) appoint such persons as CDC shall nominate as CDC
representatives on the Board with effect from Completion;
g) allot and issue the Subscription Shares to CDC credited as
fully paid and free from encumbrances and enter CDC's name in the
register of members;
h) deliver or procure the delivery to CDC the following
documents in a form and manner satisfactory to CDC (acting
reasonably):
i. certified copies of each of the bank consents (as further
detailed in the Investment Agreement);
ii. evidence of the registration of the new Ordinary Shares
issued to CDC with SEC;
iii. certified copies of:
-- the Resolutions; and
-- any approvals from the relevant Governmental authorities not already in CDC's possession
iv. one share certificate in respect of the Preference Shares,
one share certificate in respect of the Ordinary Shares to be held
by a custodian for trading on AIM and one share certificate in
respect of the Ordinary Shares to be held by a custodian for
trading on the LUSE, in accordance with the Trading Notice;
v. duly executed copies of each Transaction Document (as applicable) by the Company;
vi. evidence of the Ghanaian Concessionary Agreement having been
duly stamped in accordance with the Stamp Duty Act 2005;
vii. evidence of the Zamhatch Lease and the Zam Chick Lease
having been duly registered with the Zambian land registry in
accordance with applicable law;
viii. deliver to CDC duly executed executive Directors' service
agreements (replacing existing service agreements) in the Agreed
Form confirming terms of employment for each of Carl Irwin, Francis
Grogan and Yusuf Koya;
ix. deliver to CDC duly executed side letters to existing
non-executive directors' letter of appointments in the Agreed Form
confirming terms of appointment by each of Dr Jacob Mwanza,
Lawrence Sikutwa and John Rabb;
x. deliver to CDC a duly executed letter of appointment for
Graham Clark in the Agreed Form in relation to his appointment as a
Director of the Company (which will be consistent with the form of
letter of appointment pursuant to which Dr Jacob Mwanza, Lawrence
Sikutwa and John Rabb are appointed as Directors of the
Company);
xi. a written confirmation in the Agreed Form from Cargill
Zambia (2009) Limited and Zamanita Limited confirming that they
will not terminate the Soybean Offtake Agreement in connection with
the transactions contemplated in the Investment Agreement;
xii. a written confirmation in the Agreed Form from Zamanita
Limited confirming that it will not terminate the Oil Distribution
Agreement in connection with the transactions contemplated in the
Investment Agreement; and
xiii. evidence of the Ghanaian Subsidiary's renewal of its
registration with the Ghana Investment Promotion Centre.
6.11 Reserved Matters
Under the Investment Agreement, there are various Reserved
Matters that require the consent of CDC following Completion. The
Reserved matters include the undertaking that the Company will not,
and will procure that no Group company will:
a) make a charitable donation to any charity other than the
charities listed and for the amounts under the Investment
Agreement;
b) make a political donation or contribution;
c) make any material changes to the ESG plan;
d) remove any ESG consultant appointed by CDC; or
e) remove or appoint a member of the ESG Committee or any other
committee of the board of a Group company;
f) Take steps, including the passing of any resolution, to wind up or dissolve any Group company;
g) alter the alteration of the accounting reference date of any
Group company or the alteration of the accounting policies or
practices of any Group company except as required by law or to
comply with changes to an accounting standard;
h) undertake any amalgamation, demerger, merger, corporate
reconstruction or consolidation of any Group company however
effected;
i) change, appoint, terminate the appointment of the chairman,
chief executive officer, chief financial officer or chief
operations officer of the Company; and
j) amend or materially deviate from any of the Reserved Matters.
During the period between signing and Completion of the
Investment Agreement, the Company shall not enter into, vary or
terminate any contract with a material value in excess of USD
500,000 (other than in the ordinary course of business), without
the prior written consent of CDC.
7. SUMMARY OF THE RELATIONSHIP AGREEMENT
A Relationship Agreement will be entered into on Completion
between the Company, Strand Hanson (in its capacity as nominated
adviser to the Company) and CDC, pursuant to which CDC will
undertake, inter alia, that it will, and will procure that each of
its related parties will, exercise its voting rights to procure
(subject at all times to any applicable statutory, fiduciary and
other duties and obligations generally under the law and/or
applicable rules and regulations) that, inter alia, (i) the Group
is capable of carrying on its business independently; (ii) the
Directors act in the best interests of all Shareholders,
independently; and (iii) all transactions, agreements and
arrangements between the Group and CDC will be conducted at arm's
length and on normal commercial terms approved by the directors who
are independent of CDC. These obligations remain incumbent upon CDC
until such time as CDC and its associates hold no shares in the
Company or the Company's shares cease to be admitted to AIM.
For so long as CDC holds 10 per cent. or more of the voting
rights of the Company, CDC shall have the right to appoint two
non-executive directors. For so long as CDC holds more than 3 per
cent. but less than 10 per cent. of the voting rights of the
Company, CDC shall have the right to appoint one non-executive
director. At Completion, the Board will then extend from seven to
ten directors, including three executive directors. A plan will be
adopted with effect from Completion to further strengthen the board
following Completion. The chairman of the Company, from time to
time, shall not be replaced without the prior written consent of
CDC. CDC may appoint one observer to the Board. An observer shall
be entitled to the same access to information as the directors and
shall receive all notices and materials delivered to their
directors.
Under the Relationship Agreement, any person who acquires from
CDC 120,000,000 or more Shares ("Assignee") shall for so long as it
holds 30 per cent. or more of the voting rights of the Company, be
entitled to appoint two non-executive directors to the board and to
remove from office any person so appointed.
In the event of any conflict or inconsistency between the
provisions of the Relationship Agreement and the articles of
association of the Company or between the Relationship Agreement
and the Investment Agreement, the provisions of the Investment
Agreement prevails between CDC and Zambeef. It is also proposed
that the articles of association of the Company are amended to
incorporate the terms and conditions of the Convertible Redeemable
Preference Shares and to incorporate certain corporate governance
rights agreed with CDC pursuant to the terms of the Investment
Agreement.
8. CATEGORISATION AND AUTHORITY TO IMPLEMENT THE PROPOSED TRANSACTION
The Proposed Transaction is classified as a Category 1
Transaction under Section 9 of the LuSE Listing Rules and is in
accordance with Section 5.51 of the LuSE Listing Rules. As such,
the Company requires the authority of Shareholders to implement the
Proposed Transaction by means of the adoption of the Resolutions,
as set out in the Notice of Extraordinary General Meeting.
9. FINANCIAL INFORMATION
Pro forma financial effects of the Proposed Transaction on
Zambeef's financials:
The purpose of the table below is to illustrate the unaudited
pro forma financial effects of the Proposed Transaction and the
implication of the utilisation of the funding and such the
unaudited pro forma financial effects, as set out below, are the
responsibility of the Directors.
The unaudited pro forma financial effects are presented in a
manner consistent with the basis on which the historical financial
information of Zambeef has been prepared and in accordance with
Zambeef's accounting policies.
The unaudited pro forma financial effects have been presented
for illustrative purposes only and, because of their nature, may
not give a fair reflection of Zambeef's financial position, changes
in equity or of the effect on future earnings post the
implementation of this transaction.
ZMW The Group as The Group Post Change
at 31.03.2016 Proposed Transaction per
cent.
EPS 0.36 0.24 (33)
Headline EPS
(*) 0.36 0.24 (33)
NAVPS 6.25 8.75 40
NTAVPS 6.19 8.23 33
Preference Shares
in Issue - 100,057,658 100
Ordinary Shares
in Issue 247,978,195 300,579,630 21
(*) Headline EPS is the measurement of a company's earnings
based solely on operational and capital investment activities. It
specifically excludes any income that may relate to staff
reductions, sales of assets, or accounting write-downs.
The Investment Agreement shall complete on the Completion Date,
being the fifth business day after the date on which the last of
the Conditions Precedent to be satisfied or waived under the
Investment Agreement has been satisfied or waived in accordance
with the terms of the Investment Agreement.
DEFINITIONS
In this Announcement, the following expressions shall have the
following meanings unless the context otherwise requires:
"ABC Plan" means policies and practical procedures
in the Agreed Form to prevent extortion,
fraud, bribery, corruption and financial
crime in accordance with local law
requirements and international best
practice, including anti-corruption
and anti-money laundering best practice
"Agreed Form" means a form reasonably satisfactory
to CDC having regard to applicable
regulatory requirements.
"AIM" the market of that name operated by
London Stock Exchange plc.
"AIM Rules" means together the AIM Rules for Companies
and the rules for AIM Nominated Advisers.
"AIM Rules the provisions of the AIM Rules for
for Companies" Companies and related guidance notes
published by the London Stock Exchange
(as amended or reissued from time
to time).
"Board" or the Directors of the Company.
"Board of
Directors"
or "Directors"
"Board Plan" means a plan in the Agreed Form to
strengthen the Board following Completion.
"CDC" CDC Group plc, a development finance
institution wholly owned by the government
of the United Kingdom, further information
on which is disclosed in this announcement.
"CDC Core 34.9 per cent of the issued share
Holding" capital of the Company.
"Circular" the circular to be sent to Shareholders,
which will include the Notice of Extraordinary
General Meeting and the Form of Proxy/Form
of Instruction in relation to the
Extraordinary General Meeting.
"Company" Zambeef Products Plc, a public limited
or "Zambeef" company incorporated in Zambia on
24 June 1994 as a private limited
company, converted into a public limited
company on 2 January 2003 and whose
company registration number is 31824
and whose registered office is located
at Plot 4970, Manda Road, Industrial
Area, Lusaka, Zambia.
"Companies The Companies Act, Chapter 388 of
Act" the Laws of Zambia.
"Completion the date scheduled for the completion
Date" or of the Proposed Transaction being
Completion" the fifth business day after the date
on which the last of the Conditions
Precedent to be satisfied or waived
under the Investment Agreement, is
satisfied or waived in writing by
CDC.
"Conditions the conditions precedent that must
Precedent" be fulfilled prior to completion of
the Proposed Transaction, as set out
in this announcement.
"Convertible means convertible redeemable shares
Redeemable with a par value of ZMW 0.01 each
Preference in the issued share capital of the
Shares" or Company, distinct from the Ordinary
"Preference Shares, with specific rights that
Shares" are unique to the holders as set out
in the Investment Agreement.
"Depositary" Computershare Investor Services Plc.
"Depositary holders of the Depositary Interests.
Interest
Holders"
"Depositary uncertificated depositary interests
Interests" issued by the Registrar and representing
Ordinary Shares.
"Disclosure means the letter of the same date
Letter" as the Investment Agreement from the
Company to CDC disclosing certain
matters in relation to the Warranties,
together with all documents attached
to it or listed in any schedule to
it.
"Extraordinary the extraordinary general meeting
General of Shareholders to be held at 10:00
Meeting" am (GMT+1) on Friday 9 September 2016,
or "EGM" at the Taj Pamodzi Hotel, Church Road,
Lusaka, to consider and, if deemed
fit, approve the Proposed Transaction.
"ESG" means environmental, social and governance.
"Exchange means the ZMK to USD mid-rate as published
Rate" on the Bank of Zambia website on the
date of payment of the Preference
Dividend.
"Form of the form of instruction to be completed
Instruction" only by Depositary Interest Holders,
to accompany the Circular for use
at the Extraordinary General Meeting.
"Form of the form of proxy to accompany the
Proxy" Circular for use at the Extraordinary
General Meeting.
"Funding" the funding which totals USD 65.0
million, payable on the Completion
Date, via the issuance of 52,601,435
new Ordinary Shares at a price of
USD 0.18 per Ordinary Share to CDC,
totalling USD 9.5 million; and the
issuance of 100,057,658 Convertible
Redeemable Preference Shares at a
price of USD 0.555 per Convertible
Redeemable Preference Share, totalling
USD 55.5 million.
"Ghanaian means the concessionary agreement
Concessionary between Shoprite Ghana Limited and
Agreement" the Ghanaian Subsidiary dated 24 May
2013
"Ghanaian means Master Meats (Ghana) Limited,
Subsidiary" company number CA 33,344 and whose
registered office is at Wharehouse
A 29 Spintex Road, Accra.
"Group" or the Company together with its subsidiaries
"Zambeef and for purposes of the Proposed Transaction
Group" includes Zamhatch and Zam Chick .
"Investment the agreement entered into on or around
Agreement" the date of this Agreement between
the Company and CDC and which sets
out the terms of the Proposed Transaction.
"LSE" London Stock Exchange plc.
"LuSE" the Lusaka Securities Exchange Limited
(formerly Lusaka Stock Exchange),
a company incorporated in Zambia and
licensed to operate as a stock exchange
under the Securities Act, Chapter
354 of the Laws of Zambia.
"LuSE Listing the Lusaka Securities Exchange requirements
Rules" that govern the activities of that
exchange.
"LuSE Sponsoring Pangaea Securities Limited, a company
Broker" or incorporated in Zambia and regulated
"Pangaea" by the Securities and Exchange Commission,
or "Sponsoring with company registration number 33424
Broker" and registered office at Pangaea Office
Park, First Floor, Great East Road,
P.O. Box 30163, Lusaka, Zambia.
"New Articles" means the articles of association
of the Company (as amended from time
to time) (which at Completion will
be those in Agreed Form and to be
adopted by the Resolutions).
"Notice" the Notice of the Extraordinary General
Meeting which will form part of the
Circular.
"Oil Distribution means the agreement dated 2 February
Agreement" 2015 and entered into between Zamanita
Limited and Zambeef Retailing Limited
in relation Zambeef pursuant to which
Zambeef Retailing Limited agrees to
purchase certain products from Zamanita
Limited only
"Ordinary the holders of Ordinary Shares.
Shareholders"
"Ordinary ordinary shares with a par value of
Shares" ZMW 0.01 each in the issued share
capital of the Company.
"Post-Completion means the post completion action plan
Action Plan" of the Group (including the ESG action
plan as detailed in the Investment
Agreement) in the Agreed Form which
shall include:
(a) a summary of the key points for
the Group companies arising out of
the Transaction Documents and of the
key recommendations arising from CDC's
due diligence together with an action
plan to implement each such action
point and recommendation;
(b) target dates for the implementation
of each such action point and recommendation;
and
(c) a budget of costs for each such
point and recommendation.
"Preference holders of the Convertible Redeemable
Shareholders" Preference Shares.
"Proposed the issuance of 52,601,435 new Ordinary
Transaction" Shares to CDC by private placement
to CDC and the creation and issue
of 100,057,658 Convertible Redeemable
Preference Shares in the Company by
private placement to CDC as per the
Investment Agreement.
"Put Options" Zam Chick Put Option and Zamhatch
Put Option, collectively, the Options
granted to RCL Foods when it and Zambeef
entered into two separate transactions
relating to Zam Chick Limited ("Zam
Chick") and Zamhatch Limited ("Zamhatch")
and which were announced on the SENS,
via RNS and the Zambian print media
on 4 February 2013 and 30 May 2013,
respectively.
"Redemption means the Subscription Price plus
Price" a return of 12 per cent per annum
(compounding annually), subject to
a minimum price equal to the sum of
USD 0.77 less the aggregate of all
Preference Share Dividends paid with
respect to each Preference Share.
Where the Preference Share Dividends
are paid in a currency other than
US Dollars then for the purpose of
determining the Redemption Price the
amount of the Preference Share Dividend
shall be converted into USD using
the Exchange Rate.
"Relationship The agreement dated on or around the
Agreement" Completion Date and entered into between
CDC, the Company and Strand Hanson
governing the actions of CDC as a
substantial shareholder of Zambeef.
"Resolutions" the special and ordinary resolutions
authorising, inter alia, the implementation
of the Proposed Transaction that will,
in compliance with the LuSE Listing
Rules, be tabled at the Extraordinary
General Meeting for the consideration
and, if deemed fit, approval of the
Shareholders and which are set out
in the Notice.
"RCL Foods" Rainbow Farms Investments Proprietary
Limited, a company incorporated and
operating in the Republic of South
Africa.
"RNS" regulatory news service, a platform
through which institutional investors
and the general public are informed
on the corporate activities a company
listed on the respective exchanges
in the UK is undertaking.
"SEC" the Securities and Exchange Commission
of Zambia, a statutory body established
under the Securities Act.
"Securities the Securities Act Chapter 354 of
Act" the Laws of Zambia.
"SENS" LuSE platform through which institutional
investors and the general public are
informed on the corporate activities
a company listed on their respective
exchanges is undertaking.
"Shares" all classes of shares in the issued
or "Zambeef share capital of the Company.
Shares"
"Shareholder(s)" certified holder(s) of Ordinary Shares
in the Company and Depositary Interest
Holders.
"Soybean means the agreement dated 2 February
Offtake Agreement" 2015 and entered into between Zamanita
Limited, Cargill Zambia (2009) Limited
and the Company in relation to the
sale of soybeans by the Company to
Zamanita Limited and the grant of
a right of first refusal granted to
Cargill Zambia (2009) Limited
"Subscription a) in the case of the Ordinary Shares,
Price" USD 0.180 per Ordinary Share; and
b) in the case of the Preference Shares,
USD 0.555 per Preference Share.
"Subscription means 52,601,435 Ordinary Shares (representing
Shares" 17.5 per cent of the issued share
capital of the Company following Completion)
and 100,057,658 Convertible Redeemable
Preference Shares.
"Trading within five Business Days prior to
Notice" the Completion Date, CDC shall notify
the Company of whether it wishes to
have its Ordinary Shares held by a
custodian for trading on AIM or a
custodian for trading on the LUSE.
"Transaction means the Investment Agreement, the
Documents" New Articles, the Relationship Agreement,
the Disclosure Letter and any agreement,
document or deed referred to in the
Investment Agreement or in the agreements,
documents or deeds referred to in
them, to which any member of the Group
is, or will be a party.
"USD" or United States Dollars, the official
"$" or "dollars" currency of the United States of America.
"Warranties" means the warranties set out in the
Investment Agreement and each and
any of them.
"Zamchick means the 50 year sub-lease over farm
Leases" 633 Chisamba commencing on 1 January
2013 from the Company to Zam Chick
Limited.
"Zam Chick a put option granted to RCL Foods
Put Option" to sell the whole of its shareholding
and all of its claims whether on loan
account or otherwise in Zam Chick
to the Company in accordance with
the terms of the Zam Chick Agreement
dated 1 February 2013.
"Zamhatch means the 50 year sub-leases over
Leases" farm 4450, 4451 and 5388 Mpongwe commencing
on 1 April 2015 from the Company to
Zamhatch Limited.
"Zamhatch a put option granted to RCL Foods
Put Option" to sell the whole of its shareholding
and all of its claims whether on loan
account or otherwise in Zamhatch to
the Company in accordance with the
terms of the Zamhatch Agreement dated
29 May 2013.
"ZMW" or the lawful currency of Zambia, being
"Kwacha" the Zambian Kwacha as rebased or any
successor currency.
This information is provided by RNS
The company news service from the London Stock Exchange
END
AGREASPLEAKKEEF
(END) Dow Jones Newswires
August 04, 2016 02:01 ET (06:01 GMT)