Finalisation Announcement re: Rights Issue
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ZCCM INVESTMENTS HOLDINGS PLC |
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(Incorporated in the Republic of Zambia /Company Registration Number: 771) Share Code: ZCCM-IH ISIN: ZM0000000037 ("ZCCM-IH" or "the Company") |
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Address: 1st Floor, Mukuba Pension House, Dedan Kimathi Road, Lusaka |
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CLAW BACK RIGHTS OFFER FINALISATION ANNOUNCEMENT - THE TERMS OF THE RIGHTS OFFER |
INTRODUCTION
ZCCM-IH Shareholders ("Shareholders") are referred to the Declaration Announcement published on 11 April 2014 advising shareholders of the proposed Rights Offer to be implemented by way of a fully subscribed renounceable Claw-Back Rights Offer (the "Rights Offer").
In compliance with the Listing Rules of the Lusaka Stock Exchange ("LuSE") and further to the Declaration Announcement dated 11 April 2014, Shareholders are advised that the relevant Rights Offer terms and documentation have been finalized. Accordingly, ZCCM-IH will now proceed with the Rights Offer.
AUTHORISATION
At the Extraordinary General Meeting (EGM) of the Company held on 24 February 2014, ("EGM") Shareholders authorised the Board of Directors to proceed with the recapitalisation of ZCCM-IH to strengthen the Company's balance sheet in the immediate to long term by issuance of new Ordinary Shares to existing Shareholders by way of a renounceable claw-back rights offer to raise up to a maximum of ZMW 2.5 billion.
SALIENT TERMS
Pursuant to the adoption of the EGM resolutions and the completion of the recapitalisation, the Government of the Republic of Zambia ("GRZ") and the National Pension Scheme Authority ("NAPSA") have subscribed for a total of 71,503,858 new Ordinary Shares on the following basis:
1. GRZ
· 43,100,861 new Class "A" Ordinary Shares at a price of ZMW 29.23 per share; and
· 19,482,040 new Class "B" Ordinary Shares at a price of ZMW 29.23 per share.
2. NAPSA
· 8,920,957 new Class "B" Ordinary Shares at a price of ZMW 29.23 per share on a claw - back basis.
GRZ's subscription for the 43,100,861 new Class"A" Ordinary Shares and the 19,482,040 new Class"B" Ordinary Shares represents full take up of its 87.53 % entitlement under the Rights Offer.
The 8,920,957 new Class "B" Ordinary Shares subscribed for by NAPSA represent the full 12.47 % entitlement due to minority Shareholders under the Rights Offer and these shares are therefore subject to claw back purchases by the respective minority Shareholders in exercise of their rights to follow and subscribe for the new shares on a pro-rata basis, should they wish to.
The recapitalisation of ZCCM-IH has therefore already been realised and completed via the share subscription by GRZ as take-up of its full entitlement of 87.53 % of the Rights Offer and the underwriting subscription by NAPSA for 12.47 % of the Rights Offer, in advance of the opening date for minority Shareholders to participate in the Rights Offer exercise.
Accordingly, minority Shareholders are now being offered the opportunity to exercise their right to claw back their shareholding in ZCCM-IH by participating in the Rights Offer via purchase of shares from NAPSA on a pro-rata basis, should they wish to. The salient terms and features of the Rights Offer are summarised below:
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Number of existing issued and paid up Shares before the recapitalisation |
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A total of 89,296,428 ordinary shares of the Company are in issue comprising:- · 53,825,808 Class A shares held by GRZ; · 24,329,828 Class B shares held by GRZ; and · 11,140,792 Class B shares held by the Minorities |
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Number of Shares subscribed for by GRZ and NAPSA to recapitalise the Company pursuant to the Debt Settlement Agreement and the Underwriting Agreement respectively. |
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A total of new 71,503,858 ordinary shares of the Company comprising:- · 43,100,861 new Class A shares subscribed for by GRZ; · 19,482,040 new Class B shares subscribed for by GRZ; and · 8,920,957 new Class B shares subscribed for by NAPSA. |
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Number of issued and paid up Shares after the Rights Offer /recapitalisation |
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A total of 160,800,286 ordinary shares of the Company comprising:-
· 96,926,669 Class A shares held by GRZ; · 43,811,868 Class B shares held by GRZ; · 11,140,792 Class B shares held by the Minorities; and · 8,920,957 Class B shares held by NAPSA and subject to claw-back by the Minorities. |
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Number of issued and paid up Shares subject to the Claw-back Offer |
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8,920,957 Class B shares held by NAPSA |
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Rights Offer Ratio |
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4 new shares for every 5 existing shares held on Record Date |
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Record Date |
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09 May 2014 |
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Price of the New Rights Offer shares |
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ZMW 29.23 per Rights Offer share |
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Amount to be raised under the Claw-back Rights Offer |
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ZMW 260,759,573.11 as fresh capital based on the 8,920,957 shares representing 12.47 % of the Rights Offer as entitlement to the Minorities. |
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Underwriter |
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National Pension Scheme Authority (NAPSA) on a claw back basis for the 12.47 % portion of the new shares that represent the entitlement to the Minorities. |
The Rights Offer Price of ZMW 29.23 per share represents a premium of 8.25 % to the 30 day volume weighted average share price (VWAP) of ZMW 27.00 on the LuSE, of ZCCM-IH Ordinary Shares on Tuesday, 25 March 2014, the date of the Underwriting Agreement.
SALIENT DATES AND TIMES
The salient dates and times pertaining to the Rights Offer are as follow:-
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Day |
Date |
Event |
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Friday |
11 April 2014 |
Declaration Announcement |
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Wednesday |
16 April 2014 |
Finalisation Announcement |
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Wednesday |
16 April 2014 |
SEC approval of Registration statement and Rights Offer document |
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Thursday |
17 April 2014 |
LuSE approval of Listing application and Rights Offer document |
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Friday |
25 April 2014 |
Marché Libre Paris - last day for trading in ZCCM-IH shares in order to qualify to participate in the Rights Offer |
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Tuesday |
06 May 2014 |
LuSE ZAMBIA - Last day for trading in ZCCM-IH shares in order to qualify to participate in the Rights Offer |
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Friday |
09 May 2014 |
Last day to register for rights offer - the Record Date |
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Monday |
12 May 2014 |
Rights Offer Opens; Rights Offer Letters of Allocation ( Las) listed on the LuSE; Rights Offer Circular posted to Qualifying Shareholders as at Record Date. |
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Thursday |
12 June 2014 |
Last day for dealing in LAs on the LuSE |
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Friday |
13 June 2014 |
Offer closes (14:00) - earliest date |
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Monday |
23 June 2014 |
New Rights Offer Shares listed on the LuSE |
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Monday |
30 June 2014 |
Results announcement |
FINANCIAL EFFECTS OF THE RIGHTS OFFER
The pro forma financial information before and after the rights offer, for which the directors are responsible, is provided for illustrative purposes only to show the effect of the Rights Offer on earnings per share (EPS) and net asset value per share (NAVPS). By virtue of its nature, pro forma financial information before and after the Rights Offer may not fairly present the Company's financial position subsequent to the Rights Offer. The pro forma financial effects have been prepared in accordance with the LuSE Listing Requirements and the Guide on Pro Forma Financial Information issued by the Zambian Institute of Chartered Accountants and are consistent with those applied in the published unaudited financial statements of ZCCM-IH for the six months period ended 30 September 2013.
Pro forma financial effects
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Before |
Pro forma adjustments |
After |
Percentage change (%) |
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EPS ( ZMW ) |
1.84 |
-0.814 |
1.017 |
(-) 44.23 % |
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NAV per share ( ZMW ) |
53.47 |
-10.87 |
42.60 |
(-) 20.32 % |
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Ordinary Shares in issue |
89,296,428 |
+71,503,858 |
160,800,286 |
+80.07 % |
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Weighted average number of Ordinary Shares in issue |
89,296,428 |
+71,503,858 |
160,800,286 |
+80.07 % |
UNDERWRITER
ZCCM-IH entered into an Underwriting Agreement with NAPSA in terms of which NAPSA committed and subscribed, on a claw back basis, for all the 8,920,957 Claw-back Rights Offer Shares representing 12.47 % of the Rights Offer as the full entitlement of the Minorities. Accordingly, a total of ZMW 260,759,573.11 has already been paid by NAPSA to ZCCM-IH in line with the Underwriting Agreement.
The Claw-back Rights Offer has therefore been fully subscribed for and the minority Shareholders will now have the opportunity and right to acquire , should they wish to , from NAPSA , their pro rata portion of the Rights Offer Shares upon the terms set out in the Circular.
In terms of the Underwriting Agreement, after the Rights Offer closes , NAPSA will be allotted such number of Rights Offer Shares as are not subscribed for ( i.e. not clawed back ) by the minority Shareholders.
LETTERS OF ALLOCATION (LA's)
The rights to new ZCCM-IH shares (i.e. letters of allocation or LA's) will be listed and therefore can be traded on the LuSE for the duration of the Rights Offer as per the time table above and will lapse thereafter. ZCCM-IH will issue all rights (LAs) to new shares in dematerialised form.
RIGHTS OFFER DOCUMENTATION
The Rights Offer Circular document ("Circular") and a form of instruction, where applicable, setting out detailed information relating to the Rights Offer will be posted to shareholders on or around Monday, 12 May 2014.
Shareholders are reminded that the last day for registration for the rights (the Record Date) is Friday 09 May 2014.
· The last day to trade on the Marché Libre Paris in France to qualify for Record Date is Friday 25 April 2014.
· The last day to trade on the LuSE in Zambia in order to be on the share register on Record Date is Tuesday 06 May 2014.
FOREIGN BASED SHAREHOLDERS
This paragraph is intended as a general guide only and any person outside of Zambia who is in doubt as to his or her position should consult his or her professional advisor without delay.
The Claw-back Rights Offer is being made in accordance with the Company's Act, the Securities Act and the LuSE Listing Requirements in Zambia. The Offer is addressed to persons to whom it may lawfully be made. By subscribing for any Claw-back Rights Offer Shares, you will be deemed to have represented and agreed that :- (a) you are not (and any person for whom you are acting is not) (i) resident in any jurisdiction in which such offer would be unlawful or (ii) a person to whom the Claw-back Rights Offer may not lawfully be made; and (b) you have received all necessary information to make an informed investment decision.
The LAs and the Claw-back Rights Offer Shares have not been and will not be registered or offered under or in terms of the laws of any jurisdiction other than Zambia. In the circumstances, the making of the offer, the distribution of the Circular and the form of instruction, where applicable, and the transfer of Claw-back Rights Offer Shares and/or LAs to certain persons who have registered addresses outside of Zambia, or who are resident or located in, or who are citizens of, countries other than Zambia, ("Foreign Persons") may be restricted by the laws of the relevant jurisdiction and failure to comply with any of those restrictions may constitute a contravention of the laws of any such territory ("Restricted Territories").
Foreign Persons should consult their professional advisors as to whether they require any governmental or other consent or need to observe any other formalities to enable them to participate in the offer and/or to sell or renounce their LAs. It is the responsibility of Foreign Persons wishing to take up LAs or to transfer or dispose of their LAs to satisfy themselves as to the full observance of the laws of any relevant territory in connection therewith.
Receipt of the Circular, a form of instruction or the crediting of LAs to the securities account of a Foreign Person will not constitute an offer in those jurisdictions in which it would be illegal to make an offer and such Foreign Persons will not be entitled to take up or transfer LAs or acquire Claw-back Rights Offer Shares unless such action would not result in the contravention of any registration or other legal requirement in their relevant jurisdiction.
NEXT ANNOUNCEMENT
The Last Announcement giving the results of the close of the Rights Offer will be published on or around Monday 30 June 2014.
REGULATORY APPROVAL
The dates declared above are subject to regulatory approve and the market will be advised if there are any changes.
Date: 16 April 2014
Sponsoring Broker
STOCKBROKERS ZAMBIA LIMITED
[MEMBER OF THE LuSE and REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION OF ZAMBIA]
FIRST ISSUED on 11 April 2014
This information is provided by RNS
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