ZCCM-IH | Renounceable Claw­back Rights Offer

RESULTS OF THE RENOUNCEABLE CLAW­BACK RIGHTS
OFFER

INTRODUCTION
ZCCM­IH shareholders are referred to the Declaration Announcement dated Friday, 11 April 2014, and the Finalisation Announcement dated Wednesday, 16 April 2014, as well as the Circular to Shareholders dated Monday, 12 May 2014, setting out the details of the ZCCM­IH Renounceable Claw­back Rights Offer of 8,920,957 “B” Ordinary Shares subscribed for by the National Pension Scheme Authority (“NAPSA”), on the basis of 4 (four) new Ordinary Shares for every 5 (five) Ordinary Shares already held as at the Record Date, Friday, 09 May 2014, at a subscription price of ZMW 29.23 per new Ordinary Share.
The Claw­back Rights Offer opened on Monday, 12 May 2014 and the closing date was extended from Friday, 13 June 2014 to Friday, 27 June 2014 following delays with the postal delivery of the Claw­back Rights Offer Circular document to shareholders. The extension was, therefore, necessitated by the need to ensure that all shareholders were given sufficient time and opportunity to take any one of the prescribed courses of action set out in the Circular.

RESULTS
The results of the Claw­back Rights Offer are as follows:

SUMMARY RESULTS Number of Claw‐Back
Rights Offer Shares
Percentage of Claw‐Back
Rights Offer Shares
Claw‐back Rights Offer Shares available for subscription 8,920,957 100.0%
Total Claw‐back Rights Offer Shares subscribed for by minorities 651,545 7.3%
Claw‐back Rights Offer Shares allocated to NAPSA 8,269,412 92.7%

ISSUE OF CLAW­BACK RIGHTS OFFER SHARES
The new Claw­back Rights Offer Shares will be issued on Friday, 25 July 2014 and listed on the Lusaka Stock Exchange (“LuSE”) on Monday, 28 July 2014.

Qualifying Shareholders registered as such on the Record Date (or their renouncees), who validly subscribed for Claw­back Rights Offer Shares, will have their LuSE Central Shares Depository accounts credited with the new Ordinary Shares by Monday, 28 July 2014.

Lusaka, Zambia ­ 24 JULY 2014

ZCCM-IH | Trading Statement – Jul 2014

In accordance with the Lusaka Stock Exchange Limited (“LuSE”) Listings Requirements, the Board of Directors advises the Shareholders of ZCCM Investments Holdings PLC (“the Company”) that the earnings per share is expected to be 34% higher than that for the six months period ended 31 March 2013. It should however be noted that the total number of shares in issue increased from 89,296,428 to 160,800,286 on 29 March 2014. The weighted average number of shares in issue as at 31 March 2014 is therefore 90,488,159.

Shareholders are advised that the information contained in this trading statement has not been reviewed or reported on by the external auditors of the Company. The Company expects its results for the six months ended 31 March 2014 to be released on SENS and published in the local press on or about Friday, 11 July 2014. Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until publication of the results.

Lusaka, Zambia ‐ 09 July 2014

ZCCM-H shareholders to earn more

Zambia Consolidated Copper Mines Investments Holdings-ZCCM IH share earnings are forecast to rise 34 percent higher than the six months ending 31 March last year as total number of shares in issue almost doubled.

Stockbrokers Zambia, the agents for multi listed holding mining company, in a cautionary notice to shareholders and issued on behalf of the ZCCM IH board of directors, envisages the earnings per share to be 34 percent higher than that the price pegged for during the six months period ended 31 March 2013.

However, the total number of shares in issue rose to 160 800 286 from 89 296 428 shares on 29 March 2014. The average number of shares in issue recorded as at 31 March 2014 is therefore 90 488 159, the stockbroker adds in a statement.

The notice to shareholders is in accordance with the listing rules, regulations or requirement for all companies trading publicly or otherwise on the Lusaka Stock Exchange expected on any bourse (capital market) to comply.

“In accordance with the Lusaka Stock Exchange Limited (“LuSE”) Listings Requirements, the Board of Directors advice the Shareholders of ZCCM Investments Holdings PLC (“the Company”) that the earnings per share is expected to be 34 percent higher than that for the six months period ended 31 March 2013.

It, however, cautioned shareholders to trade carefully as the information contained in the trading statement has not been reviewed or reported on by the external auditors of the Company.

The Company expects its results for the six months ended 31 March 2014 to be released on SENS and published in the local press on or about Friday, 11 July 2014.

“Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until publication of the results.”

Last year ZCCM IH ZCCM-IH announced plans to offer shares to its existing shareholders to raise money to clear its debt and help clean its balance sheet for future investments.

ZCCM-IH, which holds stake on behalf of the government in privatised mines, is currently battling liquidity problems, which were hampering the company’s ambitious transformation programmes.

“The proposed rights offer has a number of critical and important objectives that include to de-gear the ZCCM-IH balance sheet by expunging government debt of approximately K1.998 billion about US3 million and thereby unlock the value of ZCCM-IH for the benefit of shareholders,” company secretary Chabby Chabala said.

“After the implementation of the rights offer exercise, the government debt will be eliminated or significantly reduced, leaving ZCCM-IH with a clean balance sheet and therefore in a better position to consider payment of dividends to all shareholders going forward.” He added.

Clearing the huge government debt would help ZCCM-IH acquire fresh capital, which the company would use for its strategic investments and developments.

“The GRZ indebtedness has severely constrained the balance sheet of ZCCM-IH in the recent past. In turn, this has affected valuation of the company by the market and limited the capacity of management to unlock value for the benefit of shareholders,” Chabala stated.

ZCCM IH board believed at the time that the urgent action was necessary and a new strategic direction for ZCCM-IH is required in order to improve its operational performance and unlock value for the benefit of all shareholders on the one hand and simultaneously have capacity to participate in new projects and opportunities in Zambia and beyond going forward.”

The balance sheet of ZCCM-IH for the year ended 31 March, 2012 carried total liabilities of K2, 352 million against total assets of K2, 302 million, resulting in a negative book value of K50.5 million.

The bulk of the liabilities constitute debt owed to the government carried over from ZCCM, an earlier financial report stated.

History of ZCCM-IH

It is one of Zambia’s prime investments holdings companies with the majority of its investments in the copper mining sector of Zambia. It is quoted (trades secretly) on the Lusaka, London and Euronext Stock Exchanges.

The Company’s shareholders are the Government of the Republic of Zambia (GRZ) with 87.6 percent shareholding and private equity holders with 12.4 percent. Minority shareholders are spread throughout the world in various locations. ZCCM-IH is a successor company to Zambia Consolidated Copper Mines Limited (ZCCM Ltd). Prior to privatization in 2000, ZCCM Ltd was a consolidated copper mining conglomerate which owned and operated a number of mining divisions which at privatization were sold off as independent mining companies.

ZCCM Limited was majority owned 60.3 percent by the Government of the Republic of Zambia, 27.3 percent by Zambia Copper Investments Limited (ZCI), an associate company of Anglo American Plc and 12.4 percent by private investors.

Since the privatization of the mines in the early 2000, the mines that have been privatized have generated US$8 billion in direct foreign investments.

Various reputable multinational companies including First Quantum Minerals Limited, Vedanta Resources and commodity trader, Glencore Xstrata, have all initiated new projects in addition to the units secured during privatization.

“They in all, have injecting over US$8 billion, which is envisaged to grow to US$15 billion in the next few years,” said chamber of mines president Emmanuel Mutati.

Source: Zambian Mining Magazine

ZCCM_IH | 2014 Annual Report and Financial Statements

Chairman’s Statement

The financial year ended 31 March 2014 was an exciting year for ZCCM Investments Holdings Plc (ZCCM-IH). Significant milestones such as the restructuring of the balance sheet through a Claw-Back rights offer were successfully completed. This development saw the Company’s balance sheet being strengthened in a significant way thereby placing the Company in a position to leverage this strength to continue with its growth strategy.

Global economy

The global economy grew by 2.9% at the end of December 2013 (2012: 3.2%). Global GDP was lower than 2012 reflecting an economic slowdown in the leading emerging economies of Brazil, Russia, India, and China. Growth in 2013 was a mix of modest improvements in economic conditions in mature economies of the United States and the Eurozone area and a stabilization of the slower growth rates in major emerging markets. During the first quarter ended 31 March 2014 global GDP rose to 3.4% (2013:3.25%)…

Financial performance

The Group recorded turnover of K1, 001 million (2013: K520 million) and operating profit of K871 million (2013: K376 million)…

Strategic and new investments

Recapitalisation of Ndola Lime Company (NLC)

The recapitalisation project at NLC continued. The Company obtained an additional shareholder loan of US$3.5 million from ZCCM-IH towards funding for the Ndola Lime Recapitalisation Project. Subsequent to the year end, ZCCM-IH extended a further US$5million loan to NLC…

Nkana Alloy Smelting Company Limited

The restructuring of Chambishi Metals Plc resulted in the formation of Nkana Alloy Smelting Company Limited (Nkana Alloy)…

Mawe Exploration and Technical Services Limited

On 12th April 2013 ZCCM-IH incorporated Mawe Exploration and Technical Services Limited, a wholly owned subsidiary…

Capital market

The ZCCM-IH share price on the Lusaka Stock Exchange closed the year at K27 (2013: K12.5). The market capitalisation as at 31 March 2014 was K4,341 million (2013: K1,116 million).The growth in the company’s share price is indicative of the growing confidence from the market.

Outlook

While global activity has generally strengthened and is expected to continue in 2014–15 on the back of growth coming from mature economies, emerging economies have seen increased financial volatility as well as increases in the cost of capital. These factors may dampen investment and growth.

Appreciation

I extend my gratitude to my fellow Board members, the Management and Staff of ZCCM-IH for their commitment and hard work during the past financial year. I further extend my gratitude to the investee companies for their efforts and contributions during the year.

Cosmas Mwananshiku Director


Download the full 2014 annual report and financial statements below:

ZCCM Investments Holdings Plc 2014 Annual Report and Financial Statements

ZCCM_IH | Extension of Period for Trading


RENOUNCEABLE CLAW­BACK RIGHTS OFFER
EXTENSION OF PERIOD FOR TRADING OF LETTERS OF ALLOCATION (LAs) ON
THE LUSAKA STOCK EXCHANGE (LuSE) AND THE OFFER PERIOD


INTRODUCTION
In compliance with the Listing Rules of the Lusaka Stock Exchange (“LuSE”) and further to the Declaration Announcement dated Friday, 11 April 2014 and Finalisation Announcement dated Tuesday, 15 April 2014, shareholders are advised that the period for trading or dealing in Letters of Allocation (“LAs” or “rights“) on the LuSE and Claw­back Rights Offer period, in regard to the ZCCM­IH Claw­back Rights Offer, has been extended to 27 June 2014


Download the full Circular to Shareholders below:

Extension of Period for Trading Circular

ZCCM-IH | Director’s Half Year Summary to 31 March 2014

In compliance with the requirements of the Securities Act, Cap 354 of the Laws of Zambia and the Listing Rules of the Lusaka Stock Exchange (LuSE), ZCCM Investments Holdings Plc (ZCCM­IH) announces the unaudited results for the six months period ended 31st March 2014.  

The Group achieved a turnover of K887.4 million during the six month period ended 31st March 2014 which was 527% above the turnover of K141.5 million for the six months to 31st March 2013. The turnover for Ndola Lime Company Limited (NLC) decreased by 26% to K79.1 million (2013: K 107.5 million).  

Total Dividend income earned was K757.8 million (2013:K8.9 million). Dividends were earned from Kansanshi Mining Plc (K 752.3 million) and Chibuluma Copper Mines Plc (K 5.5 million).  

Interest earned from placements and shareholder loans during the period under review amounted to K48.5 million (2013: K 25.2 million). Management fee income was K6.3 million (2013: ZMW 3.8 million).  

The cost of turnover increased to K149.6 million (2013: K 139.2million). This was despite a reduction in cost of sales at NLC. The increase was largely driven by operating costs at Nkandabwe Coal Mines Limited and Mawe Exploration and Technical Services Limited.

The Group’s operating profit for the period under review was K737.8 million (2013: K 2.3 million). Share of profits of associate companies was K77.8 million (2013:K204 million). As stated above a significant dividend of K752.3 million was earned from Kansanshi Mine. Under equity accounting dividends from associate companies are eliminated on consolidation. As a result, the Group retained profit for the period under review was K 277.8 million (2013: K 204.9 milion).  

Copper prices continued to decline from an average of US$ 7,249 per tonne in October 2013 to US$6,670 per tonne as at end of March 2014.      

The restructuring of Chambishi Metals Plc resulted in the formation of Nkana Alloy Smelting Company Limited (Nkana Alloy) and in April 2013 (i.e. subsequent to the period under consideration), ZCCM­IH retained a 10% shareholding in Nkana Alloy. Nkana Alloy is a company formed jointly by ENRC (BVI) Limited who own 90% of the total shareholding while ZCCM­IH holds the remaining 10%. The company was formed for purposes of processing the slag material from the Nkana Slag Dump situated in Kitwe, Copperbelt province of Zambia. The slag material will be processed into a copper/cobalt alloy. The Slag dump was previously part of Chambishi Metals Plc. As at 31st March 2014 operations at the company had not yet commenced.  

At the Extraordinary General Meeting of the members of the Company held on 24 February, 2014, the shareholders unanimously resolved to recapitalize ZCCM­IH via a Claw back rights offer transaction . On 25th March 2014, ZCCM­IH announced that it had concluded the restructuring of its balance sheet. This momentous achievement was the result of the efforts of the Government of the Republic of Zambia (GRZ), in its capacity and role as the majority shareholder, to strengthen ZCCM­IH’s balance sheet in order to reposition and attract new investment into the Company. As part of the balance sheet restructuring, GRZ converted the debt owed to it by ZCCM­IH into equity through a rights issue.   

By a Debt Settlement Agreement between the GRZ and ZCCM­IH signed on 25 March 2014, ZCCM­IH’s net indebtedness of ZMW 1,829,298,173.06 to GRZ was converted into equity, thereby satisfying the issuance and subscription for 87.52% of the new shares by GRZ.  

Simultaneously, ZCCM ­IH raised fresh capital on the 12.48 % portion of the rights offer amounting to K260,759,573 which was underwritten by the National Pension Scheme Authority (NAPSA) on a Claw Back basis. The Claw­Back arrangement allows the minority shareholders of ZCCMIH who before the rights offer held 12.48% shareholding in the Company to fully participate in the share rights offer at the same price as GRZ. Following the Rights Offer, GRZ owns 87.52 % of ZCCM­IH while the remaining 12.48 % is held by the minority shareholders.

By Order of the Board

C Chabala Company Secretary
11 June 2014


Download the full Director’s Half Year Summary to 31 March 2014 below:

Director’s Half Year Summary to 31 March 2014

ZCCM-IH | Erratum Sheet -­ Re Rights Issue Circular

Please be advised of the following errors in the Claw‐back Rights Offer Circular to Shareholders dated 09 May 2014:

  • Pages 1, 4, 18 and 107
    The LA ISIN reads as follows:
    ‘LA ISIN: ‘ZM0000000037‘ . This should read:’ ZM0000000433
  • Page 23 paragraph 6.1.2.9
    The paragraph which reads: ‘ All Claw‐back Rights that are not exercised by Friday, 30 May 2014, will lapse’ should read ‘All Claw‐back Rights that are not exercised by Friday, 13 June 2014, will lapse.’
  • Page 112, last line under part 3.2The paragraph which reads: ‘ All Claw‐back Rights that are not exercised by Friday, 30 May 2014, will lapse ‘ should read ‘All Claw‐back Rights that are not exercised by Friday, 13 June 2014, will lapse.’
    NB : the revised Circular to Shareholders can be accessed online on the ZCCM‐IH website using the following link:
    https://www.zccm‐ih.com.zm/images/stories/reports/rro.pdf

ZCCM-IH | Renounceable Rights Offer Circular

CIRCULAR TO SHAREHOLDERS
Regarding a
RENOUNCEABLE RIGHTS OFFER
Of 43,100,861 “A” Ordinary Shares of ZMW 0.01 (one Zambian ngwee) par value each , fully subscribed for by GRZ, and 28,402,997 “B” Ordinary Shares of ZMW 0.01 (one Zambian ngwee) par value each comprising 19,482,040 “B” Ordinary Shares and 8,920,957 “B” Ordinary Shares, fully subscribed for by GRZ and NAPSA respectively, in the share capital of ZCCM‐IH (the “new Ordinary Shares”), at a subscription price of ZMW 29.23 per new Ordinary Share (“Rights Offer Price”);

RENOUNCEABLE CLAW‐BACK RIGHTS OFFER
Of the 8,920,957 “B” Ordinary Shares subscribed for by NAPSA, on the basis of 4 (four) new Ordinary Shares for every 5 (five) Ordinary Shares already held as at the Record Date, payable in full on acceptance;
and
Incorporating the information required for a Pre‐Listing Statement for the purposes of providing information to the public.

DIRECTORS RESPONSIBILITY STATEMENT
The Directors of ZCCM‐IH, whose names are given in section E on pages 33 to 34 of this Circular, collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and that the Circular contains all information required by law and the LuSE Listing Requirements. Each of the Joint Financial Advisers to the Offer and the listing, Sponsoring Broker, Legal Adviser, Co‐Legal Adviser, Transfer Agent and Independent Reporting Accountant have consented in writing to act in the capacities stated and to their names being stated and, where applicable, their reports being included in this Circular…


Download the full Circular to Shareholders below:

Circular to Shareholders regarding a Renounceable Rights Offer

ZCCM-IH | Claw Back Rights Offer Finalisation Announcement


CLAW BACK RIGHTS OFFER
FINALISATION ANNOUNCEMENT ­ THE TERMS OF THE RIGHTS OFFER


INTRODUCTION
ZCCM‐IH Shareholders (“Shareholders“) are referred to the Declaration Announcement published on 11 April 2014 advising shareholders of the proposed Rights Offer to be implemented by way of a fully subscribed renounceable Claw‐Back Rights Offer (the “Rights Offer“).
In compliance with the Listing Rules of the Lusaka Stock Exchange (“LuSE“) and further to the Declaration Announcement dated 11 April 2014, Shareholders are advised that the relevant Rights Offer terms and documentation have been finalized. Accordingly, ZCCM‐IH will now proceed with the Rights Offer…


Download the full announcement below:

Claw Back Rights Offer Finalisation Announcement

ZCCM-IH | Rights Offer Declaration Announcement


CLAW BACK RIGHTS OFFER
DECLARATION ANNOUNCEMENT
LAST DAY FOR REGISTRATION FOR THE RIGHTS


INTRODUCTION
In compliance with the Listing Rules of the Lusaka Stock Exchange (LuSE), shareholders are referred to the Market Update Announcement of 28 March 2014 in which ZCCM-IH informed shareholders that the recapitalisation of ZCCM‐IH as declared in the Extraordinary General Meeting (EGM) Circular to Shareholders dated 24 January 2014 (“the EGM Circular”) was realised through the signing of a Debt Settlement Agreement between ZCCM-IH and the Government of the Republic of Zambia (“GRZ“) on 25 March 2014….


Download the full announcement below:

Rights Offer Declaration Announcement