ZAMBEEF | Circular to Shareholders

Zambeef Products Plc is a public limited company, and in conformity with Part V of the Securities Act Chapter 354 of the laws of Zambia, its shares are registered with the Securities and Exchange Commission.

The purpose of this document is to inform the Shareholders of the Proposed Transaction as stipulated under Section 9.20 (Transactions – Category 1 Requirements) and in accordance with Section 5.51 in the Harmonised Listings Requirements of the Lusaka Securities Exchange.

Notice of an Extraordinary General Meeting of Zambeef Products Plc to be held at Pamodzi Hotel on 8 September 2016 at 4:00 pm (GMT+1) is set at the end of this document. The purpose of the Extraordinary General Meeting is to pass Resolutions to approve the various matters set out below.

Circular to Shareholders

in respect of:

• issuing 52,601,435 new Ordinary Shares to CDC Group Plc by private placement, which post issuance would represent a 17.5 per cent. shareholding for CDC in the enlarged ordinary share capital of the Company;
• creating a new class of shares in the Company in the form of Convertible Redeemable Preference Shares;
• issuing 100,057,658 new Convertible Redeemable Preference Shares in the Company by private placement to CDC;
• the payment of USD 14,250,000 cash consideration to RCL Foods for the Put Option exercised by RCL Foods on 23 March 2016 which requires the Company to acquire the 49 per cent. shareholding of RCL Foods in Zam Chick;
• the payment of USD 9,135,604 cash consideration to RCL Foods for the Put Option exercised by RCL Foods on 23 March 2016 which requires the Company to acquire the 51 per cent. shareholding of RCL Foods in Zamhatch and repay the two shareholder loans;
• Approval of the New Articles of Association of the Company;
• Approval of the increased authorised share capital of the Company;

and incorporating:

• a Notice of Extraordinary General Meeting; and
• a Form of Proxy or a Form of Instruction (as appropriate).

ACTION REQUIRED:

• If you are in any doubt as to the meaning of the contents of this Circular or as to the action you should take please consult your accountant, bank manager, stockbroker or other professional adviser immediately.
• If you no longer hold any shares in Zambeef as of the Record Date then you should send this Circular, as soon as possible, to the stockbroker through whom the sale of your shareholding in Zambeef was effected, for onward transmission to the purchaser or transferee of those Zambeef Shares…

Download the full Circular to Shareholders below:

Circular to Shareholders – 18 August 2016.pdf