Notice of EGM

RNS Number : 5473Y

ZCCM Invs.Hldgs PLC

27 January 2014

 

ZCCM INVESTMENTS HOLDINGS PLC

(Incorporated in the Republic of Zambia /Company Registration Number: 771) Share Code: ZCCM-IH ISIN: ZM0000000037 ("ZCCM-IH" or "the Company")

Directors W D Mung'omba (Executive Chairman), P C Kabamba, S K M Mutemba, C K Mwananshiku, B E K Ngandu, J M D Patterson Address: 1st Floor, Mukuba Pension House, Dedan Kimathi Road, Lusaka

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice is hereby given that an Extraordinary General Meeting of Shareholders of the Company will be held at 10h00 on Monday, 24 February 2014 at Southern Sun Ridgeway Hotel, corner Church Road and Independence Avenue in Lusaka, Zambia("the EGM"), for the purposes of considering and, if deemed fit, passing, with or without modification, the special and ordinary resolutions substantially in the form set out below in the manner required by the Companies Act.

A.      SPECIAL RESOLUTIONS

Percentage of voting rights required to pass special resolutions is 75% of the voting rights exercised.

a)     SPECIAL RESOLUTION (a) - Increase of Authorised Share Capital

THAT the authorised share capital of the Company, comprising 90,000,000 Ordinary shares of ZMW 0.01 par value each, made up of 54,000,000 "A" Ordinary shares of ZMW 0.01 par value each and 36,000,000 "B" Ordinary shares of ZMW 0.01 par value each   be increased to 200,000,000 Ordinary shares of ZMW0.01 par value each by creating 110,000,000 Ordinary shares of ZMW0.01 par value each made up of  66,000,000 "A" Ordinary shares of ZMW 0.01 par value and 44,000,000 "B" Ordinary shares of ZMW0.01 par value each  for purposes of implementing the recapitalisation;

Motivation for special resolution (a)

The reason for special resolution (a) is to increase the number of Ordinary Shares in the authorised share capital of the Company in order to create sufficient authorised Ordinary Shares in the authorised share capital of the Company for the purpose of implementing the proposed recapitalisation and any other future issues of shares that may be undertaken by the Company.

b)      SPECIAL RESOLUTION (b) - Amendments to wording on share capital in the Articles of Association

THAT subject to the approval of special resolution (a) above, Article 3 (A) of the Articles of Association of the Company be amended by the replacement of the numbers and words "K 900,000,000 divided into 54,000,000 "A" Ordinary Shares of K 10 each and 36,000,000 "B" Ordinary Shares of K 10 each" with the number and words "ZMW 2,000,000 divided into 120,000,000 "A" Ordinary shares of ZMW 0.01 each and 80,000,000 "B" Ordinary Shares of ZMW 0.01 each";

c)      SPECIAL RESOLUTION (c) - Amendments to wording on share capital in the Articles of Association

THAT subject to the approval of special resolution (a) and (b) above, Article 3 (B) of the Articles of Association of the Company be amended by the replacement of the numbers and words "A" Ordinary Shares of K 10 each and "B" Ordinary Shares of K 10.00 each with the number and words "A" Ordinary shares of ZMW 0.01 each and "B" Ordinary Shares of ZMW 0.01 each;

Motivation for special resolutions (b) and (c)

The reason for special resolutions (b) and (c) is to obtain approval from the Shareholders of the Company for the amendment to the Articles of Association of the Company to give effect to the change in authorised share capital recorded in special resolution (a) above and in line with the rebased Zambian Kwacha.

d)      SPECIAL RESOLUTION (d) - Amendments to the Articles of Association to allow for identification of  beneficial shareholders  under nominee arrangements

THAT the Company's Articles of Association be amended to authorise the Company to utilize any beneficial shareholder identification services which may be available to it under the rules and procedures of any Stock Exchange or Central Shares Depository, in Zambia or outside of Zambia, holding any of the Company's issued shares as nominee, and that such amendment be and is hereby approved as this will provide the Company with a direct channel  of communication with all shareholders who are under such nominee arrangements for purposes of corporate actions including the Rights Offer.

Motivation for special resolution (d)

The reason for special resolution (c) is to obtain approval from the Shareholders of the Company for the amendment to the Articles of Association of the Company to provide for the use of beneficial shareholder identification services. This will allow for the Company to be able to use Euroclear's TPI Service for direct contact of those Shareholders whose shares are traded on Euronext/Paris Bourse in France and held under Euroclear.

e)      SPECIAL RESOLUTION (e) - increasing borrowing powers of the Directors

THAT Article 96 of the Articles of Association of the Company be amended by the replacement of the number US$ 700 million with the number and words Kwacha equivalent of US$ 1 billion.

Motivation for special resolution (e)

The reason for special resolution (d) is to obtain approval from the Shareholders of the Company for the amendment to the Articles of Association of the Company to increase the borrowing powers of the Directors.

B  ORDINARY RESOLUTIONS:

Percentage of voting rights required to pass ordinary resolutions is 50% plus one vote of the voting rights exercised.

a)     ORDINARY Resolution (a): Allocation of Renounceable Rights to Shareholders on Pro-rata

THAT the Board be and is hereby authorised to allocate to the shareholders of the Company on a pro rata basis, renounceable rights to subscribe for ordinary shares of the Company pursuant to the Rights Offer;

b)    ORDINARY Resolution (b): Issuance of new ordinary shares under the Rights Offer

THAT the Board be and is hereby authorised to issue and allot such number of new Ordinary Shares in the authorised but unissued share capital of the Company for purposes of implementing the renounceable Claw-back Rights Offer. Such authority will include the authority to issue and allot such number of new shares inthe authorised but unissued share capital of the Company to any underwriter(s) of such Rights Offer;

c)     ORDINARY Resolution (c): Registration of the incremental Authorised Shares with the SEC

THAT the Board be and is hereby authorised to register the additional authorised Shares with the Securities and Exchange Commission of Zambia and submit an application for the listing of the total issued share capital of the Company on the Lusaka Stock Exchange (the "LuSE");

d)    ORDINARY Resolution (d): Dematerialisation of the Share Register

THAT the Board be and is hereby authorised to take all necessary actions to ensure that the Company's main share register is dematerialized such that all of the Company's shares, currently held in physical certificate format, are deposited into the Central Shares Depository of the LuSE for custody and on-going record keeping;

e)    ORDINARY Resolution (e): Authorisation of the Board to conduct the Rights Offer and the Transaction

THAT the Board be and is hereby authorised to perform such acts and do all things incidental to the implementation of the Rights Offer and the Transaction; and

f)     ORDINARY Resolution (f): Approval of all actions by the Board to facilitate the Rights Offer and the Transaction

THAT we the members of the Company approve, confirm and ratify in all respects all actions, executions and deliveries heretofore taken or made by the Board or such authorised person in the name or on behalf of the Company in connection with the carrying out of the Rights Offer and the Transaction.

g)     ORDINARY Resolution (g): Appointment of a Director

At the Annual General Meeting held on 30 December 2013, Shareholders resolved that a resolution to consider the appointment of a non-executive director on the Board of the Company to represent minority Shareholders be tabled at the next general meeting of members of the Company.

THAT we the members of the Company approve, that a person be appointed to represent the minority shareholders on the ZCCM-IH Board and that the Directors are hereby authorised to undertake all actions necessary in the name or on behalf of the Company in connection with the appointment of a person as non-executive director on the ZCCM-IH Board to represent minority Shareholders.

C    GENERAL INFORMATION

Voting and proxies

All shareholders of the Company are entitled to attend and speak at the EGM or any adjournment thereof. All holders of Ordinary Shares will be entitled to vote on each resolution at the EGM or any adjournment thereof.

A shareholder entitled to attend, speak and vote at the EGM is entitled to appoint one or more proxies (who need not be a shareholder of the Company) to attend participate in and vote at the EGM in the place of the shareholder.

It is requested that the Company receives completed forms of proxy by no later than 10h00 on Friday, 14 February 2014 at the office of the Company's Transfer Secretaries, Corpserve Transfer Agents Limited. The address of Corpserve Transfer Agents Limited is: Corpserve Transfer Agents Limited, House No. 6, Mwaleshi Road, P O Box 37522, Lusaka, Zambia

Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend, speak and vote in person at the EGM should the shareholder decide to do so.

By Order of the Board

C Chabala

Company Secretary

Lusaka, Zambia

Friday, 24 January 2014

 

END

 

 

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