Innscor Africa Limited – VFEX Listing Circular

Innscor Africa Limited VFEX Listing Circular

CHAIRMAN’S STATEMENT

Dear Shareholder,

Innscor Africa Limited (“Innscor” or “The Group”) is a diversified manufacturing Group spanning the Milling, Baking, Protein, FMCG and Other Light Manufacturing Segments. The Company reverse-listed on the ZSE in 1998, and despite the turbulent economic environment that ensued, Innscor has sought to expand and diversify its interests across the manufacturing spectrum, having concluded a US$ 70 million capital expenditure drive in FY2022, with a further US$ 56 million planned in the current financial year. The Group remains focused on continual investment to enhance its manufacturing capabilities, extend product ranges, venture into new complementary categories, and ensure the latest technologies are employed to remain a world-class manufacturing Group.

Consequently, the Board deems it appropriate to consider the delisting of Innscor from the ZSE and to support the Group’s subsequent listing on the VFEX to enhance access to international capital markets. The Board is of the view that this strategy enhances shareholder value.

I am writing to you as Non-Executive, Independent Chairman of Innscor Africa Limited, duly authorised by the Board, to support the de-listing of Innscor Africa Limited’s shares from the ZSE and the subsequent listing of the Company on the Victoria Falls Stock Exchange (“VFEX”).

Innscor Africa Limited’s Board believes migrating the Company’s listing to the Victoria Falls Stock Exchange (“VFEX”) will benefit existing and future Shareholders. In summary, the benefits of this move, in our opinion, are as follows:

• To boost Innscor Africa’s regional profile and commercial standing, which will, in time, improve the Group’s regional expansion prospects.
• The Government’s increase in the retention ratio for exporters listed on the VFEX to 100% will enhance Innscor Africa’s ability to settle its foreign currency liabilities and preserve value in an inflationary environment.
• Listing on the VFEX facilitates raising USD capital, which enhances the potential for Innscor Africa Limited to grow organically and inorganically.
• The dispensation for foreign investors to repatriate proceeds from the disposal of shares is attractive to both existing and future investors.
• The VFEX provides favourable tax incentives for investors enabling the optimisation of returns. These include zero capital gains tax on VFEX resident and non-resident investors and a 5% dividend withholding tax for foreign investors.
• The VFEX provides a third-party de-facto USD valuation of Innscor Africa Limited and reduces potential valuation volatility.
• Trading on the VFEX results in lower trading costs; in aggregate, these amount to 2.12% compared to 4.63% on the Zimbabwean Stock Exchange.

For the above reasons, the Board has recommended that Innscor Africa Limited transfer its listing from the ZSE to the VFEX. Therefore, the Board of Directors recommends that Innscor migrates its listing from the ZSE to the VFEX to capture the benefits mentioned above.

A.B.C Chinake
Non-Executive, Independent Chairman of the Board of Directors
25 January 2023

• Innscor Africa Limited (INN.zw) on AfricanFinancials