Notice of BII Conversion and TVR

Zambeef Products PLC

13 March 2026

 

ZAMBEEF PRODUCTS PLC

("Zambeef", the "Company" or the "Group")

Incorporated in the Republic of Zambia

Company registration number: 31824

Share Code: ZAMBEEF

ISIN: ZM0000000201

RECEIPT OF NOTICE OF CONVERSION OF PREFERENCE SHARES BY BRITISH INTERNATIONAL INVESTMENT PLC and INCREASE IN TOTAL VOTING RIGHTS

Zambeef (AIM: ZAM), the fully integrated cold chain food products and retail business with operations in Zambia, Nigeria and Ghana, announces receipt of notice of Conversion of the Preference Shares.

NOTICE BY BII OF CONVERSION OF ITS PREFERENCE SHARES INTO ORDINARY SHARES

Pursuant to the terms of the Preference Shares, as set out in the Investment Agreement, British International Investment plc ("BII") is entitled to convert all or part of its Preference Shares into Ordinary Shares ("Conversion Right") at any time on giving the Company 30 Business Days' written notice ("Conversion Notice") ("Conversion").

In terms of the Investment Agreement and the Articles of Association of the Company, the Preference Shares stand converted into Ordinary Shares at the expiration of the Conversion Notice or on such later date specified in the Conversion Notice.

On 13 March 2026, following the approval of the Waiver Resolution on 11 March 2026 by the Independent Shareholders at the extraordinary general meeting of the Company, the Board of Zambeef received a formal Conversion Notice from BII stating the exercise of its right to convert all 100,057,658 of its Preference Shares into 308,511,112 Ordinary Shares in Zambeef with Conversion to occur on 29 April 2026.

INCREASE IN TOTAL VOTING RIGHTS, AND ADMISSION OF THE NEW ORDINARY SHARES TO LISTING

The voting rights of Zambeef today consist of 300,579,630 Ordinary Shares and 100,057,658 Preference Shares, where the Preference Shares have four voting rights for every five Preference Shares held. Therefore, the total voting rights are currently 380,625,756.

Following Conversion, the total issued Ordinary Share capital of the Company, and voting rights, will be 609,090,742 Ordinary Shares, with no Ordinary Shares held in treasury. Following Conversion, this figure of 609,090,742 may be used by all shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority of the United Kingdom.

Application will be made for the 308,511,112 new Ordinary Shares to be registered with the SEC and thereafter admitted to listing and trading on the LuSE which is expected to occur on or around 8.00 a.m. CAT on 29 April 2026. Application will also be made for the 308,511,112 new Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange and admission is expected to occur on or around 8.00 a.m. BST on 29 April 2026. The new Ordinary Shares will rank pari-passu in all respects with the Company's existing Ordinary Shares currently admitted to trading on the LuSE and AIM.

Capitalised terms used in this announcement have the meanings given to them in the Company's EGM announcement of 10 February 2026, unless the context provides otherwise.

For further information, please visit www.zambeefplc.com or contact:

Zambeef Products Plc

Faith Mukutu, Chief Executive Officer                                                                    Tel: [phone]

Patrick Kalifungwa, Chief Financial Officer

Autus Securities Limited (Sponsoring Broker)

Mataka Nkhoma (Sponsoring Broker)                                                                     Tel: [phone]

Cavendish Capital Markets Ltd (Nominated Adviser and Broker)

Ed Frisby/Isaac Hooper                                                                                                  Tel: [phone]

Stockbrokers Zambia Limited (Transaction Advisor)                                        Tel: + 260 (0) 211232456

Mchema Chinzewe (Corporate Finance)

By order of the Board

Mwansa Mutimushi Company Secretary

Notes to Editors

Zambeef Products Plc is the largest integrated cold chain food products and agribusiness company in Zambia and one of the largest in the region, involved in the primary production, processing, distribution and retailing of beef, chicken, pork, milk, dairy products, fish, flour and stockfeed, throughout Zambia and the surrounding region, as well as Nigeria and Ghana.

It has 248 retail outlets throughout Zambia and West Africa.

The Company is one of the largest suppliers of beef in Zambia. Five beef abattoirs and three feedlots are located throughout Zambia, with a capacity to slaughter 230,000 cattle a year. It is also one of the largest chicken producers in Zambia, with a capacity of 12.5 million broilers and 31.2 million day-old chicks a year. It is one of the largest piggeries, pig abattoirs and pork processing plants in Zambia, with a capacity to slaughter 102,000 pigs a year, while its dairy has a capacity of 140,000 litres per day.

The Group is also one of the largest cereal row cropping operations in Zambia, with approximately 7,254 hectares of row crops under irrigation, which are planted twice a year, and a further 7,943 hectares of rainfed/dry-land crops available for planting each year.

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Issued in Lusaka, Zambia on 13 March 2026

 

END