Listing on ZSE and Acquisition of Celsys Limited

RNS Number : 8227C

Cambria Africa PLC

08 May 2012

 



Cambria Africa plc

("Cambria" or the "Company")

Listing on the Zimbabwe Stock Exchange and

Acquisition of the remaining shares of Celsys Limited

·      Cambria announces it intends to list on the Zimbabwe Stock Exchange (ZSE)

·      It is anticipated ZSE listing will be achieved through an offer for all of the remaining shares in ZSE listed Celsys Limited (Celsys) (ZSE:CELSYS)

·      Cambria's primary listing will remain on the AIM market of the London Stock Exchange

Cambria (AIM:CMB) is pleased to announce its intention to make an offer for all of the remaining outstanding shares of Celsys Limited (Celsys) (ZSE:CELSYS), which are currently traded on the Zimbabwe Stock Exchange (ZSE)(the 'Transaction').  Cambria currently already owns 60% of the outstanding shares of Celsys.

Cambria will make the offer for the outstanding Celsys shares using Cambria shares or cash through a scheme of arrangement and, as a result; subject to ZSE and Securities and Exchange Commission ('SEC') approvals, expects its Cambria shares to be traded on the ZSE following the Transaction (the 'Proposed ZSE Listing'). Should all Celsys shareholders accept Cambria shares the new shares issued will amount to approximately 1.58 % of the enlarged share capital. Should all Celsys shareholders accept the cash alternative the amount payable will be approximately $192,000.

A scheme circular will be sent to Celsys shareholders upon completion and a scheme meeting is scheduled for 28 May 2012. Upon publication, a copy of the circular will be made available on the Cambria website at www.cambriaafrica.com.

The Proposed ZSE Listing is a secondary listing for the Company as its primary listing will remain on the AIM market of the London Stock Exchange, where it has been listed since 2007. 

Cambria believes the Proposed ZSE Listing is a natural development for the Company given the majority of its assets are in Zimbabwe.  It also believes the Proposed ZSE Listing will increase liquidity in its shares, leading to more efficient pricing, while strengthening the growth prospects of the Company. 

Importantly, Cambria is of the view that the Proposed ZSE Listing will facilitate direct investment in Cambria by Zimbabwe residents, corporations and financial institutions, providing the Company with additional opportunities to access capital, broaden its investor base, and make it a more integrated part of the Zimbabwe business community.

Cambria will be the first secondary listing of a European company on the ZSE since 1999; the first public listing of shares on the ZSE since 2010; and, the second listing of shares on the ZSE since introduction of US dollarization increased economic stability in Zimbabwe.

Post-Transaction, Cambria will continue to take an active and participative interest in the operations of Celsys and it has a continuing plan for the future recapitalisation of Celsys to ensure that the advances made to date in market share are preserved and built upon.  Taking Celsys private will result in cost savings for Celsys while also increasing Cambria's ability to further integrate Celsys into Cambria.

The Board wishes to highlight to its Shareholders completion of the intended transaction will be dependent on a number of conditions precedent, including certain regulatory approvals and acceptance by Celsys shareholders of Cambria's offer for their shares.  Furthermore, the Proposed ZSE Listing is subject to the approval of relevant authorities and there is no assurance it will occur.

The Company has engaged Imara Corporate Finance to act as financial adviser for the Transaction and the Proposed ZSE Listing.  It is anticipated the Transaction will be completed before the end of July.

Commenting, Ian Perkins, non-executive Chairman of Cambria, said: "Through this transaction Cambria will finally achieve its long-term goal of listing on the Zimbabwe Stock Exchange; a natural home for the Company given the majority of its investment portfolio is located in Zimbabwe."

Edzo Wisman, CEO of Cambria ads: "We believe, given the exposure Cambria receives in Zimbabwe there will be an increase in liquidity of Cambria shares which will, in our view, lead to more efficient pricing of Cambria shares.  This transaction will also finally allow the broader Zimbabwe public and investment community to easily acquire shares in the Company." 

About Cambria Africa plc

Cambria Africa plc, quoted on the AIM market of the London Stock Exchange, is a long term, active investment company, building a portfolio of investments primarily in Zimbabwe.

Contacts
Cambria Africa plc	www.cambriaafrica.com
Ian Perkins	[phone]
Edzo Wisman	[phone]
WH Ireland Limited	www.wh-ireland.co.uk
James Joyce / Nick Field	[phone]

 

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