| Thu 17 Dec 2009, 7:05 | | ZCI - Zambia Copper Investments Limited - Abridged pre-listing statement |
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ZCI
ZAKK
ZCI - Zambia Copper Investments Limited - Abridged pre-listing statement
Zambia Copper Investments Limited
(Registered as a company in Bermuda and as a
branch of an external company in South Africa)
(Bermudian registration number 661:1969)
(South African registration number 1970/000023/10)
JSE share code: ZCI ISIN: BMG988431240
Euronext share code: BMG988431240
("ZCI" or "the company")
ABRIDGED PRELISTING STATEMENT REGARDING THE RE-LISTING OF ZCI ON THE BASIC
RESOURCES - NON FERROUS METALS SECTOR OF THE MAIN BOARD OF THE JSE LIMITED
("JSE"), THE PROPOSED CHANGE OF NAME FROM `ZAMBIA COPPER INVESTMENTS LIMITED`
TO `ZCI LIMITED` ("NAME CHANGE"), THE ACQUISITION OF DEBT AND THE OFFER OF
FINANCE TO AFRICAN COPPER PLC ("ACU"), (COLLECTIVELY "THE TRANSACTION")
This abridged pre-listing statement is not an invitation to the general public
to subscribe for or purchase shares in ZCI but is issued in compliance with
the Listings Requirements of the JSE ("Listings Requirements") for the purpose
of providing information to the public with regards to ZCI. The information in
this abridged pre-listing statement has been extracted from a full pre-listing
statement posted to ZCI shareholders on Thursday, 17 December 2009 ("the
detailed pre-listing statement").
1. INTRODUCTION
Following the conclusion of the sale of the company`s remaining
shareholding in Konkola Copper Mines plc in 2008, to Vedanta Resources
Plc, the company was reclassified as a cash shell in terms of the
Listings Requirements. At this juncture, the ZCI board ("the board")
decided to pursue a new business plan whereby the company intends to
acquire high value assets in the mining and metals sector in the Southern
African region. In order to achieve this objective, the board appointed
an Investment Advisor, iCapital (Mauritius) Limited, to source and review
potential investment opportunities. To date, ZCI has successfully
concluded negotiations for the refinancing and acquisition of a majority
holding in African Copper Plc ("ACU"). This transaction marks what is
firmly believed to be the commencement of ZCI`s new strategy aimed at
investing in the mining and metals sector of the Southern African region.
2. THE RE-LISTING OF ZCI
With effect from 12 January 2009, the company`s shares were suspended
from trading on the JSE, triggering a simultaneous suspension on
Euronext. The lifting of the suspension of ZCI`s listing is expected to
be effective from commencement of trading on the JSE and Euronext on
Friday, 15 January 2010. A total of 55,677,643 issued ordinary shares in
ZCI will be re-listed on the Basic Resources - Non ferrous Metals sector
of the Main Board of the JSE.
3. NAME CHANGE
The board proposes to change the company`s name from `Zambia Copper
Investments Limited` to `ZCI Limited` with effect from commencement of
trading on Monday, 1 February 2010. The rationale for the change of name
is to more appropriately reflect the profile and future strategy of the
company and to enhance the position of the company for international
markets, including alignment with the company`s new business plan. The
board is of the opinion that the implementation of the name change will
be to the long term benefit of ZCI shareholders.
4. ACQUISITION OF DEBT
In May 2009, ZCI entered into binding debt assignment agreements with
certain of ACU`s creditors, namely, Moolman Mining Botswana (Pty) Limited
("Moolman"), Senet CC ("Senet") and Read Swatman & Voigt (Pty) Limited
("RSV"). Moolman assigned its 60 million Pula plus VAT (approximately
US$8 million at an exchange rate of US$1/7.5 Pula) outstanding debt to
ZCI at a price equal to 50% of its face value. Senet assigned its ZAR
17,002,545 (approximately US$2 million at an exchange rate of
US$1/ZAR8.44) outstanding debt to ZCI at a price equal to 50% of its face
value. Further, ZCI finalised a compromise agreement with RSV pursuant to
which RSV has been paid in cash 50 per cent of monies owed directly to
RSV and 100 per cent owed to RSV sub contractors being a total of
ZAR3,777,836 (approximately US$448,141.87 at an exchange rate of
US$1/ZAR8.43) in full and final settlement of debts due from ACU.
5. OFFER OF FINANCE TO ACU
As part of ZCI`s new business plan, the Company made a binding offer of
finance to ACU on 16 April 2009 ("the offer of finance"). This offer was
accepted by ACU on 9 May 2009 and following amendments entered into with
effective dates of 12 May 2009 and 18 May 2009, the offer of finance
comprised a subscription by ZCI of ACU ordinary shares for an amount of
approximately US$9.9 million and the provision of secured bridge loan
facilities of US$7 million and US$25.4 million, respectively.
On 18 June 2009 ZCI entered into a new term loan facility agreement with
ACU ("the term loan facility") in order to put ACU`s borrowings from ZCI
on a more permanent footing and enable the earlier bridge loans to be
refinanced. The term loan facility aggregate amount of US$31,129,100 is
divisible into 2 distinct tranches. Tranche A of the term loan facility
in an amount of US$8,379,100 is convertible into ordinary shares of
GBP0.01 each in ACU at a conversion price of GBP0.01 per share. Tranche B
of the term loan facility is for an amount up to US$22,750,000 and is not
convertible. Tranche A of the term loan facility will bear interest at 12
per cent. per annum and Tranche B of the term loan facility will bear
interest at 14 per cent. per annum. Both Tranche A and Tranche B of the
term loan facility are repayable four years following the date upon which
the term loan facility becomes effective unless Messina (a subsidiary of
ACU) is in default under the agreement in which event the term loan
facility will become immediately due and repayable.
6. FINANCIAL EFFECTS OF THE TRANSACTION
The table below sets out the unaudited pro forma financial effects of the
transaction based on ZCI`s audited results for the year ended 31 March
2009. These financial effects are the responsibility of the directors of
ZCI and have been prepared for illustrative purposes only, in order to
provide information on how the transaction may have impacted on the
results and financial position of ZCI. Due to its nature, the unaudited
pro forma financial information may not give a fair reflection of ZCI`s
financial position subsequent to the transaction. It has been assumed for
purposes of the pro forma financial information that the consolidation
and the transaction took place with effect from 1 April 2008 for income
statement purposes and 31 March 2009 for balance sheet purposes.
Before the After the Percentage
transaction transaction change
Earnings/(Loss) per share 0.56 (144.19) 2 (26,052)
(US Cents)
Diluted earnings/(loss) per 0.56 (144.19) 2 (26,052)
share (US Cents)
Headline loss per share (US (0.20) (3.08) 2 (1,438)
Cents)
Diluted headline loss per (0.20) (3.08) 2 (1,438)
share (US Cents)
Net asset value per share 184.43 181.39 3 (2)
(US Cents)
Net tangible asset value per 184.43 147.93 3 4 (20)
share (US Cents)
Total number of shares in 55,678 55,678
issue (000`s)
Weighted average number of 92,870 92,870
ordinary shares (000`s)
Diluted weighted average 92,870 92,870
number of ordinary shares
(000`s)
Notes:
1. The "Before the transaction" financial information is based on ZCI`s
published results for the year ended 31 March 2009.
2. The "After the transaction" loss/headline loss , have taken the
following into account:
a. the payment of ZCI`s expenses in relation to the implementation
of the transaction, totalling US$1.69 million;
b. the reduction of interest earned at an average rate of 0.96%
per annum on the cash utilised by ZCI to fund the transaction;
and
c. the interest saving of 21 million Pula by ACU on the settlement
of an outstanding Pula bond totalling 150 million Pula.
3. The "After the transaction" net asset value and net tangible asset
value per share have taken the following into account:
a. the inclusion of the assets and liabilities of ACU at book
value;
b. the goodwill arising as a result of the acquisition;
c. the payment of the estimated transaction costs amounting to
US$1.69 million;
d. ACU applying the proceeds received from ZCI to settle the
outstanding Pula Bond totalling 150 million Pula;
e. ACU applying US$12.8 million of the transaction proceeds to
settle outstanding creditors; and
f. the US$9.9 million debt acquisition by ZCI of ACU`s major
creditors.
4. The net tangible asset value per share has been adjusted further to
exclude the goodwill relating to the acquisition.
7. DIRECTORS
The full names, nationalities, ages, business addresses and functions of
the directors of ZCI are set out below:
Full names and Age Business adddress Function
nationality
Thomas Kamwendo 51 Maitland Luxembourg Non -
(Zambian) S.A. 58 rue Charles executive
Martel, L-2134, Chairman
Luxembourg
David Rodier 66 Maitland Luxembourg Non -
(Canadian) S.A. 58 rue Charles executive
Martel, L-2134,
Luxembourg
Steven Georgala 52 Maitland Luxembourg Non -
(Luxembourgish) S.A. 58 rue Charles executive
Martel, L-2134,
Luxembourg
Michel Clerc 85 Maitland Luxembourg Non -
(French) S.A. 58 rue Charles executive
Martel, L-2134,
Luxembourg
Stephen Simukanga 51 Maitland Luxembourg Non -
(Zambian) S.A. 58 rue Charles executive
Martel, L-2134,
Luxembourg
Edgar Hamuwele 45 Maitland Luxembourg Non -
(Zambian) S.A. 58 rue Charles executive
Martel, L-2134,
Luxembourg
MM ("Thys") du Toit 50 Rootstock Investment Non -
(South African) Management executive
2nd Floor, Andmar,
Corner Church and
Ryneveld Streets,
Stellenbosch, 7600,
Kathyrn Bergkotter 45 Maitland Luxembourg Financial
(American) S.A. 58 rue Charles Director
Martel, L-2134,
Luxembourg
8. IMPORTANT DATES AND TIMES
Pre-listing statement incorporating notice of Thursday, 17 December
general meeting,form of proxy and surrender 2009
form posted to ZCI shareholders on
Forms of proxy of general meeting to be Thursday, 7 January
received by no later than 14:30 on 2010
General meeting of ZCI shareholders at 14:30 Monday, 11 January
on 2010
Results of general meeting released on SENS on Monday, 11 January
2010
Expected date of lodging of resolution Tuesday, 12 January
regarding the change of name on 2010
Re-listing of the ZCI ordinary shares on the Friday, 15 January
Basic Resources - Non-ferrous Metals sector of 2010
the Main Board of the JSE Limited efffective
from commencement of trading on
Last day to trade before the name change on Friday, 29 January
the JSE on 2010
Change of name on the JSE effective from Monday, 1 February
commencement of trading on 2010
Shares will trade in the new name ("ZCI
Limited") & ISIN BMG9887P1068 from Monday, 1 February
commencement of trading on 2010
Record date for the name change on the JSE on Friday, 5 February
2010
CSDP/Stockbroker accounts updated on Monday, 8 February
2010
Share certificates posted on or about Monday, 8 February
2010
Notes
1. All dates and times referred to in this announcement are Central
European (GMT+1) times.
2. The JSE share code will remain as "ZCI" and the ZCI ISIN and
Euronext share code and ISIN will be changed to BMG9887P1068.
3. Shareholders will not be able to dematerialise or rematerialise
shares in "Zambia Copper Investments Limited" after Friday, 29
January 2010 and may only dematerialise their replacement shares in
"ZCI Limited" from Monday, 8 February 2010. Certificated
shareholders who surrender their existing documents of title on or
before 12:00 on the record date will have their new share
certificates mailed on or about Monday, 8 February 2010 (SA
registered certificated shareholders) or, on or about Wednesday, 10
February 2010 (UK registered certificated shareholders).
4. Certificated ZCI shareholders who surrender their existing documents
of title on or before 12:00 on the record date, will have their new
share certificates mailed within five business days of receipt
thereof by the relevant transfer secretary.
5. Copies of the detailed pre-listing statement may be obtained from
Thursday, 17 December 2009 during normal business hours, from the
registered office of ZCI, the sponsor and each of the transfer
secretaries and may also be downloaded from the company`s website
www.zci.lu.
6. Share certificates for UK registered certificated shareholders will
be posted on or about Wednesday, 10 February 2010.
9. COPIES OF THE PRE-LISTING STATEMENT
This abridged pre-listing statement contains the salient features of the
detailed pre-listing statement dated Thursday, 17 December 2009, which
should be read in its entirety for a full appreciation thereof. Copies of
the detailed pre-listing statement are available in English only and may
be obtained from Thursday, 17 December 2009 during normal business hours,
from the registered office of ZCI, the sponsor, or from each of the
transfer secretaries and may also be downloaded from the company`s
website www.zci.lu.
Bermuda
17 December 2009
Sponsor and Corporate Advisor: Bridge Capital Advisors (Pty) Limited
ZCI Registered Office: Clarendon House, 2 Church Street, Hamilton, Bermuda (PO
Box HM 666, Hamilton HM CX, Bermuda)
Sponsor: Bridge Capital Advisors (Pty) Limited, 2nd Floor, 27 Fricker Road,
Illovo Boulevard, Illovo, 2196 (PO Box 651010, Benmore, 2010)
Transfer Secretaries (SA): Computershare Investor Services (Pty) Limited,
Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61673,
Marshalltown, 2107)
Transfer Secretaries (UK): Computershare Investor Services PLC: The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, United Kingdom
Date: 17/12/2009 07:05:02 Produced by the JSE SENS Department.
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completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
