ZCCM Investments Holdings (Zambia) – EGM Resolutions & Completion of Transaction

1. Introduction
Shareholders are referred to the cautionary announcements released on the Stock Exchange News Service (“SENS”) of the Lusaka Securities Exchange (“LUSE”) on the 9th of March 2021 and the announcements by ZCCM-IH released on SENS on 21st December 2020, 8th January 2021 and 20th January 2021 regarding the acquisition of the 90% stake not currently held by ZCCM-IH in Mopani Copper Mines Plc (“Mopani”) (“the Transaction”). The Company distributed a Transaction circular (the “Circular”) on the 9th of March 2021 incorporating a notice of Extraordinary General Meeting (“EGM”) to consider the Transaction. The Board of Directors of ZCCM-IH (“the Board”) is pleased to provide a further update in relation to the Transaction.

2. Results of the General Meeting
At the EGM of ZCCM-IH held virtually on Tuesday, 30 March 2021 and hosted in Lusaka, Zambia,shareholders of ZCCM-IH (“Shareholders”) considered the resolution proposed at the EGM as set out below:

THAT the Transaction be and is hereby approved and the directors of the Company (the “Directors”) be and are hereby authorised to:

  1. do or procure to be done all such acts and things as they consider necessary, expedient or appropriate in connection with the Transaction and this resolution (including for the purpose of obtaining any approval, consent, clearance or permission that is a condition to the Transaction or that the Directors consider necessary or expedient); and
  2. to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Transaction (provided that such modifications, variations, revisions,waivers or amendments are not of a material nature), to any documents, and arrangements relating thereto, as the Directors may, in their absolute discretion, think fit.

The proposed resolution was approved by the Shareholders.

3.0 Completion of the Transaction
The Board is pleased to confirm that all the Conditions Precedent to the Transaction have now been satisfied, allowing for the completion of the Transaction on 31 March 2021. ZCCM-IH is now the holder of 100% of the issued shares in Mopani, transforming the Company from an investment company to owning and operating a multi-billion-dollar mining asset in Zambia. The Board looks forward to providing Shareholders with further updates on Mopani in the coming months.

Accordingly, the Cautionary Announcement in force since 4th September 2020 is hereby withdrawn.

By Order of the Board

Chabby Chabala

Company Secretary

Source: https://africanfinancials.com/zccm-investments-holdings-zambia-egm-resolutions-completion-of-transaction/

RESULTS OF RESOLUTIONS PASSED AT THE EXTRAORDINARY GENERAL MEETING OF ZCCM INVESTMENT HOLDINGS PLC, COMPLETION OF TRANSACTION & WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1.0 Introduction

Shareholders are referred to the cautionary announcements released on the Stock Exchange News Service (“SENS”) of the Lusaka Securities Exchange (“LUSE”) on the 9th of March 2021 and the announcements by ZCCM-IH released on SENS on 21st December 2020, 8th January 2021 and 20th January 2021 regarding the acquisition of the 90% stake not currently held by ZCCM-IH in Mopani Copper Mines Plc (“Mopani”) (“the Transaction”). The Company distributed a Transaction circular (the “Circular”) on the 9th of March 2021 incorporating a notice of Extraordinary General Meeting (“EGM”) to consider the Transaction. The Board of Directors of ZCCM-IH (“the Board”) is pleased to provide a further update in relation to the Transaction.

2.0 Results of the General Meeting

At the EGM of ZCCM-IH held virtually on Tuesday, 30 March 2021 and hosted in Lusaka, Zambia,

shareholders of ZCCM-IH (“Shareholders”) considered the resolution proposed at the EGM as set out below:

THAT the Transaction be and is hereby approved and the directors of the Company (the “Directors”) be and are hereby authorised to:

  1. do or procure to be done all such acts and things as they consider necessary, expedient or appropriate in connection with the Transaction and this resolution (including for the purpose of obtaining any approval, consent, clearance or permission that is a condition to the Transaction or that the Directors consider necessary or expedient); and
  2. to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Transaction (provided that such modifications, variations, revisions, waivers or amendments are not of a material nature), to any documents, and arrangements relating thereto, as the Directors may, in their absolute discretion, think fit.

The proposed resolution was approved by the Shareholders.

3.0 Completion of the Transaction

The Board is pleased to confirm that all the Conditions Precedent to the Transaction have now been satisfied, allowing for the completion of the Transaction on 31 March 2021. ZCCM-IH is now the holder of 100% of the issued shares in Mopani, transforming the Company from an investment company to owning and operating a multi-billion-dollar mining asset in Zambia. The Board looks forward to providing Shareholders with further updates on Mopani in the coming months.

Accordingly, the Cautionary Announcement in force since 4th September 2020 is hereby withdrawn.

By Order of the Board

Chabby Chabala

Company Secretary

Issued in Lusaka, Zambia on 31 March 2021

 

Source: http://fizambia.com/results-of-resolutions-passed-at-the-extraordinary-general-meeting-of-zccm-investment-holdings-plc-completion-of-transaction-withdrawal-of-cautionary-announcement/

ZCCM-IH shareholders endorse 90% acquisition in Mopani

Shareholders in ZCCM-IH have overwhelmingly supported its acquisition of a 90% stake in Mopani Copper Mines (MCM).

Glencore agreed the sale of its majority stake in Mopani to ZCCM-IH in a $1.5 billion deal, the miner and trader said in January.

ZCCM-IH said in a statement that the extraordinary general meeting vote on the resolution was the last condition towards the completion of the transaction and ZCCM-IH now holds 100% ownership of Mopani.

The deal is funded by borrowings from Carlisa Investments Corp – a British Virgin Islands-based company through which Glencore holds its stake – and other members of the Glencore group.

ZCCM-IH Chief Executive Mabvuto Chipata said with increased ownership, ZCCM-IH would now be an active participant in the global industry as copper becomes a critical metal.

“Mopani will repay the remaining debt of $1.5 billion from its own cashflows and the repayment is expected to happen well within the remaining life of mine,” Mr. Chipata said.

ZCCM-IH has said it expects to find a new investor for Mopani by the end of the year as it looks to boost copper output from a little more than 34,000 tonnes to 150,000 tonnes.

Glencore said in a separate statement it would continue to retain offtake rights in respect of Mopani’s production.

“The Board is pleased to confirm that all the Conditions Precedent to the Transaction have now been satisfied, allowing for the completion of the Transaction on 31 March 2021. ZCCM-IH is now the holder of 100% of the issued shares in Mopani, transforming the Company from an investment company to owning and operating a multi-billion-dollar mining asset in Zambia. The Board looks forward to providing Shareholders with further updates on Mopani in the coming months,” the statement read.

 

Source: https://www.lusakatimes.com/2021/04/02/zccm-ih-shareholders-endorse-90-acquisition-in-mopani/

Mopani Mine Acquisition Formalities Completed

Kennedy Bwalya-Government has announced that all the formalities for the total acquisition of Mopani Copper Mine by ZCCM-IH have been completed.
 
Mines Minister RICHARD MUSUKWA says ZCCM IH has been tasked to inject new capital and revamp all  production lines at the mine.
 
And Mr MUSUKWA says there has overwhelming interest from international firms seeking to become equity partners for ZCCM IH in running Mopani Mine.
 
He was speaking to ZNBC news in a telephone interview today.
 
And Mr MUSUKWA said government will strictly monitor the operations at Mopani to ensure total adherence to good corporate governance.
 
He said local contractors and suppliers will be prioritised in the award of contracts as a means of ensuring citizens benefit from their mineral wealth.
 
Mr MUSUKWA also said all qualified staff are assured of job security and management changes take effect.
 
He said the Mine will thrive through highest levels of professionalism and commitment.
 
Mr MUSUKWA said President EDGAR LUNGU wants citizens to fully benefit from their mineral wealth as the PF government usheres the country on a new economic trajectory where nobody is left behind.
 
ZCCM INVESTMENTS HOLDINGS PLC announced in January its plans to
buy Glencore’s stake in Mopani Copper Mine.
 
Glencore’s subsidiary Carlisa Investments Corporation later signed an agreement with ZCCM Investments Holding to transfer its 90% interest in Mopani Copper Mines to ZCCM IH
 
 ZCCM IH already holds a 10% stake in Mopani.
 

Zambia’s Central Bank Shores up Gold Stocks by $15million in first Quarter

The central bank in Africa’s second largest copper producer has successfully shored its bullion reserves by K345.6 million (circa. $15 million) since yearend of 2020 to end of 1Q21. This initiative is supported by a gold purchase agreement signed with First Quantum Mining – Kansanshi Copper Mine and the state mining investment vehicle ZCCM-IH last year. Bank of Zambia opted to shore falling foreign exchange reserves buy stocking up with gold following recent discovery of the asset in key parts of Zambia. The red metal producers reserves have fallen to decade lows of $1.3billion weakening its import cover to less than 2.5 months leaving the Southern African nation vulnerable to external shocks.

In the period December 2020 to March 2021 the BOZ successfully shored its gold stock by 9,975 ounces (282.8 kgs) a cost of K345.6 million. Sixty nine percent of the purchases were from Kansanshi Copper Mining Plc at a cost of K241.8 million, while 30.7% (86.84 kgs) was from Zambia Gold company, a subsidiary of ZCCM – IH at a cost of K103.8 million.

Bank of Zambia Governor Mr. Christopher Mvunga looks on as First Quantum Mining Limited Director Operations Mr Rudi Badenhorst sign the Gold Purchase Agreement with the Central Bank in Lusaka 2020.

According to a press statement from the regulator, the Bank plans to purchase around 25,200-ounces of London Good Delivery gold from Kansanshi Copper Mining Plc and 21,000 ounces of dore gold with a minimum of 88% purity from Zambia Gold Company annually. These estimates are based on the gold purchase agreements signed with Kansanshi Copper Mining Plc and Zambia Gold Company in December, 2020. The central bank hinges viability and attractiveness of this the gold purchase venture in the local currency pricing which hedges against foreign exchange risk. The dore gold purchased from Zambia Gold Company will only reflect in international reserves after refining.

The purchase price of the commodity is not fixed and is determined by the London Bullion Market Association (LBMA). The LBMA, established in 1987, is the international trade association representing the global Over the Counter (OTC) bullion market, and defines itself as “the global authority on precious metals”.

Other interventions that the copper producer has in place to shore up reserves include dollarization of mining taxes paid directly to the central bank.

Source: https://thebusinesstelegraph.com/2021/04/22/zambias-central-bank-shores-gold-stocks-by-15million-in-first-quarter/

ZCCM-IH shareholders endorse 90% acquisition in Zambia’s Mopani

LUSAKA (Reuters) – Shareholders in Zambia’s ZCCM-IH have overwhelmingly supported its acquisition of a 90% stake in Mopani Copper Mines (MCM), the state-owned mining investment firm said on Wednesday.

Glencore agreed the sale of its majority stake in Mopani to ZCCM-IH in a $1.5 billion deal, the miner and trader said in January.

The extraordinary general meeting vote on the resolution was the last condition towards the completion of the transaction and ZCCM-IH now holds 100% ownership of Mopani, ZCCM-IH said in a statement.

The deal is funded by borrowings from Carlisa Investments Corp – a British Virgin Islands-based company through which Glencore holds its stake – and other members of the Glencore group.

With increased ownership, ZCCM-IH would now be an active participant in the global industry as copper becomes a critical metal, ZCCM-IH Chief Executive Mabvuto Chipata said.

“Mopani will repay the remaining debt of $1.5 billion from its own cashflows and the repayment is expected to happen well within the remaining life of mine,” Chipata said.

Glencore said in a separate statement it would continue to retain offtake rights in respect of Mopani’s production.

ZCCM-IH has said it expects to find a new investor for Mopani by the end of the year as it looks to boost copper output from a little more than 34,000 tonnes to 150,000 tonnes.

 

Source : https://www.reuters.com/article/uk-mopani-copper-m-a-zccm-ih/zccm-ih-shareholders-endorse-90-acquisition-in-zambias-mopani-idUSKBN2BN1UZ

Glencore sold its stake in Mopani

Glencore today announces that its subsidiary Carlisa Investments, in which Glencore holds 81.2% of the shares, has completed the sale to ZCCM Investments Holdings of its 90% interest in Mopani Copper Mines, located in Zambia. As previously announced, the consideration of the transaction is US$1 and transaction debt of $1.5 billion.

Glencore said it will retain offtake rights in respect of Mopani’s copper production until the transaction debt has been repaid in full.

Mopani is an integrated copper producer located in the Copperbelt of central Zambia, producing copper cathodes.

Glencore is one of the world’s largest global diversified natural resource companies. The group’s operations comprise around 150 mining and metallurgical sites and oil production assets.

 

Source : https://www.kitco.com/news/2021-03-31/Glencore-sold-its-stake-in-Mopani.html

GLENCORE CONFIRMS COMPLETION OF MOPANI STAKE SALE

Diversified miner Glencore has confirmed that its 81.2%-owned subsidiary Carlia Investments Corp has completed the the sale of its interest in Mopani Copper Mines to Zambian State-owned ZCCM Investment Holdings (ZCCM-IH).

Glencore retains offtake rights in respect of Mopani’s production.

ZCCM-IH notes in a separate statement that it is pleased that the conditions precedent to the transaction have been satisfied.

“ZCCM-IH is now the holder of 100% of the issued shares in Mopani, transforming the company from an investment company to owning and operating a multibillion-dollar mining asset in Zambia. The board looks forward to providing shareholders with further updates on Mopani in the coming months,” it states.

ZCCM-IH shareholders overwhelmingly (99.99%) nod the acquisition of 90% shares in mopani copper mines Plc from clarisa representing Glencore and FQM.

The Transaction was subjected to Shareholders’ approval during an Extraordinary General Meeting held yesterday virtually.

ZCCM-IH is now officially 100% owner of Mopani Copper Mines Plc, a move that is in line with the company’s new strategic plan 2020 – 2026.

Source : https://copperbeltkatangamining.com/glencore-confirms-completion-of-mopani-stake-sale/

GVT. RESCUES MOPANI EMPLOYEES

Government has secured legal services for over 2,500 MOPANI Copper Mines employees who had sued Stanbic Bank for unilaterally increasing interest rates on their personal loans.

Mines Minister Richard Musukwa says government through ZCCM- IH has hired a legal Counsel to represent the aggrieved Mopani Copper Miners in order to assert their rights against Stanbic Bank.

Mr. Musukwa says government has received numerous complaints from the Mine workers whose initial case was dismissed by the Kitwe High Court after they failed to raise funds to pay the Lawyer.

He says government has secured legal services for the Mopani Miners in order to understand the problem and protect their interests.

Mr. Musukwa has told ZNBC News on telephone that government has a duty to ensure workers at Mopani Copper Mine are not short-changed in any transaction they venture.

And Mine Workers Union of Zambia President Joseph Chewe said the gesture by government is a relief to the miners who have been paying Stanbic Bank over the last seven years.

Mr. Chewe said Mopani workers will be assured of more money in their pockets once the loans are scrapped off their pay slips.

Mopani workers have been challenging Stanbic Bank for increasing their interest rates from 15 to 40 percent.

 

Source: https://www.znbc.co.zm/news/gvt-rescues-mopani-employees/

No job losses once we take over Mopani – ZCCM-IH

MOPANI Copper Mines Plc has no plans to make any employee redundant once ZCCM-IH takes full ownership from March 31, 2021, says acting chief executive officer Charles Sakanya.

And Sakanya has insisted that ZCCM-IH’s imminent 100 per cent ownership of Mopani is the “best deal” for Zambians because citizens will benefit more compared to the previous status quo under Glencore Plc.

Meanwhile, ZCCM-IH chief investments officer Brian Musonda has disclosed that Mopani’s enterprise value is above the US $1.5 billion debt that will be due to be repaid back to Glencore, an indication that the anticipated return on investment will outweigh the cost of purchasing the mine.

Speaking during a Radio Icengelo programme in Kitwe, Thursday, Sakanya said Mopani employees’ jobs were secure and no one would be laid off following ZCCM-IH’s imminent takeover set to be completed by the end of this month.

Mopani’s outgoing parent company, Glencore, is set to relinquish its majority stake in its subsidiary following the signing of an off-take agreement with ZCCM-IH by March 31.

“There are no plans to declare anyone redundant, it’s a going concern, and there’s been no plans for redundancy at all,” Sakanya said in response to a listener who asked a question on miners’ job security.

And he insisted that the transaction was the “best deal” for Zambians because citizens would benefit more compared to the previous status quo under Glencore.

He outlined that the Kitwe-based mine still had in excess of 330 million tonnes of copper ore reserves still required to be mined, signalling a long mining shelf-life.

“In terms of the reserves, we had an independent consultant looking at this as part of the transaction, and they have confirmed what we know. The resources are in excess of 255 million tonnes at Nkana, 76.6 million tonnes at Mufulira, that’s a very big mining resource. With deepening exploration, that life can be extended beyond the 25 years. This transaction is the best that has happened for Zambians. Glencore started off by trying to put the mine on care and maintenance, and government took the opportunity to increase their shareholding and the plan they gave Glencore was accepted by Glencore,” Sakanya said.

“So, there are people worrying about: ‘what’s going to happen? What about the ownership, benefit to Zambia?’ I think this is where we need the support of everyone because, now, Mopani Copper Mines will be 100 per cent owned by Zambians so all the benefits that will ensue will be to the benefit of Zambia whereas in the past, it was to the benefit of the shareholders who were foreign.”

He dismissed any assertion that locals were incapable of successfully running the mining company.

“Zambia has more than adequate capacity to run the mines; we’ve been running the mines for close to a 100 years. The people who run the mines, mostly, are Zambians. In terms of capacity, Zambia has more than adequate capacity to run the mines. For example, from April (2020), when Glencore the care and maintenance shutdown, Mopani has run mainly 95 per cent Zambian workforce, and this will be the twelfth month when Zambians will be running the asset so we have more than adequate capacity in terms of human resource,” he said.

Meanwhile, Musonda disclosed that Mopani’s enterprise value was actually above the US $1.5 billion debt that would be due to be repaid back to Glencore.

He was responding to persistent concerns from various stakeholders about the debt being more than the actual value of Mopani, widely reported at an estimated US $750 million.

“First and foremost, this debt has always been on the books of Mopani so ZCCM-IH is not bringing cash of US $1.5 billion to buy the asset. In comparison to the value being referred to, there’s a very big difference between finance and accounting; when accountants are preparing statements, they go by a number of rules provided, according to the International Financial Reporting Standards (IFRS). So, the US $750 million being referred to, is a number sitting on the books of Mopani, according to the requirements of the accounting standards, so it has nothing to do with the actual value. This is an asset that we are comfortable with; we know everything; we have been part and parcel of the board; we know the value we are going to generate. And when you look at the enterprise value, it is way over and above the US $1.5 billion debt that it is going to carry,” he explained.

“There are also a lot of assets that have been invested in at Mopani whose value is way over and above the US $1.5 billion under discussion. So, to put in simple terms: ZCCM-IH is not paying an amount of US $1.5 billion; Mopani is just going to continue servicing the debt, which it has always carried.”

He also outlined that the State-controlled mining investment firm will not need to raise capital outside Zambia to run the mine as there were sufficient resources locally to manage the asset.

“When we were doing a detailed analysis, which was done, and also, this is the reason we accepted the value of the debt of US $1.5 billion because we know that this is sustainable. Also, we don’t need to look for money from outside. However, in case there’s need, it is possible that we can raise funds from the market. But from the interactions that we’ve been having with management, we don’t need to go to the market and raise funds for Mopani, it is a very good asset,” said Musonda.

In line with one of the pillars of its new strategic plan for 2020-2026 of increasing stakes in its underlying mining assets, ZCCM-IH is set to acquire 90 per cent of the issued shares of Mopani Copper Mines from Carlisa Investment Corp as represented by Glencore.

The acquisition will result in ZCCM-IH taking full ownership of Mopani.
The transaction is scheduled to be fully consummated by March 31, 2021, after the ZCCM-IH Extraordinary Annual General Meeting on March 30 in which ZCCM-IH shareholders will vote on the unprecedented transaction.

On January 19, 2021, the Zambian government, through ZCCM-Investment Holdings acquired 90 per cent shares in Mopani, adding to its already existing 10 per cent shareholding in the company.
The signed off-take arrangement deal is priced at US $1.5 billion, which will be financed through a loan to be serviced from Mopani’s future copper sales.

Government now has 100 per cent ownership of Mopani, a move, which, however, received mixed reaction, with more stakeholders voicing serious concerns as to the commercial viability and economic benefits government would accrue on behalf of taxpayers in the off-take arrangement deal negotiated with Mopani’s outgoing parent company, Glencore, the Swiss-based commodities and minerals trader.

 

Source : https://diggers.news/business/2021/03/22/no-job-losses-once-we-take-over-mopani-zccm-ih/