TIDMZCC
RNS Number : 5600S
ZCCM Invs.Hldgs PLC
10 March 2023
ZCCM INVESTMENTS HOLDINGS PLC
[Incorporated in the Republic of Zambia]
Company registration number: 771
Share Code: ZCCM-IH
ISIN: ZM0000000037
["ZCCM-IH" or "the Company"]
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Extraordinary Meeting of the
Shareholders of ZCCM-IH Investments Holdings Plc will be held on
Friday, 31(st) March 2023 at 10:00 hours Zambian time at Garden
Court Hotel, Kitwe, Zambia and virtually via Video Conferencing on
the following link https://eagm.creg.co.zw/eagm/login.aspx .
The Extraordinary Meeting is convened by ZCCM-IH to:
1. Seek the approval of the shareholders of ZCCM-IH for the
transaction relating to th e proposed conversion of the dividend
rights and certain economic rights attached to ZCCM-IH's 20%
shareholding in Kansanshi Mining PLC ("KMP") to a 3.1 percent
life-of-mine gross revenue Royalty pursuant to the Royalty
Agreement and the related variation of the rights ascribed to
ZCCM-IH's Class A shares in KMP (the "Transaction"). The proposed
Transaction is to be implemented by the following steps outlined in
the Framework Agreement and circular:
The Transaction is to be implemented, substantially on the terms
and conditions as set out in the circular to the shareholders of
the Company dated 9(th) March 2023 (the "Circular") outlining the
Transaction, of which this notice convening the general meeting
forms part.
The Circular includes:
-- Salient terms of the Transaction;
-- Extracts of a Competent Persons Report prepared by FQM;
-- An Independent Reporting Accountant's Report.
The Circular will be available to shareholders electronically on
the following link:
https://zccm-ih.financifi.com/news-and-media/jhkwsh_weldf/ from
9(th) March 2023. The Circular will also be available from 9(th)
March 2023 until 31(st) March 2023 at the Company's registered
office ZCCM-IH Office Park, Stand No. 16806, Alick Nkhata Road,
Mass Media Complex Area, Lusaka .
Following the resolution passed at the 18(th) Annual General
Meeting on 9(th) December2022 concerning distribution of hard
copies of supporting documents, physical copies of the circular are
only available upon request from the following offices:
-- The Company's registered office;
-- The Transaction Sponsoring Broker "Stockbrokers Zambia's"
office at 32 Lubu road, Longacres Lusaka;
-- The Sponsoring broker "Pangaea Securities" office at Pangaea
Office Park, first floor, Great East Road, Lusaka, Zambia and
-- The Transfer Secretary "Corpserve" office at 6 Mwaleshi Road, Olympia Park, Lusaka.
As a Category 1 transaction under the LuSE Listing Rules,
shareholder approval is required for the Transaction.
At the EGM, Shareholders will consider the proposed Transaction,
and if deemed appropriate, pass the proposed ordinary resolution
below:
THAT the Transaction be and is hereby approved and the directors
of the Company (the "Directors") be and are hereby authorised
to:
(a) do and procure to be done all such acts and things as they
consider necessary, expedient or appropriate in connection with the
Transaction and to give effect to or implement 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
(b) 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.
2. Seek the approval of the shareholders of ZCCM-IH for the
Company to issue corporate guarantees in relation to group capital
requirements to a limit of US$ 200 million.
At the EGM, Shareholders will consider the proposal, and if
deemed appropriate, pass the proposed ordinary resolution
below:
THAT the directors of the Company (the "Directors") be and are
hereby authorised to:
(a) Issue corporate guarantees to support group capital
requirements up to a maximum total value of US$200 million.
Notes:
All shareholders unable to attend in-person are encouraged to
make arrangements to participate in the Extraordinary Meeting
through the eAGM link provided.
i. The proceedings of the Meeting will be streamed live through
the following link, and shareholders are required to Sign Up in
advance.
ii. Shareholders and proxies who will join the Meeting virtually
are requested to Sign Up now. Please sign up onto the link with the
credentials that shall be forwarded to you via email and phone.
The key steps to follow are as given below:
a. Sign up on the ("eAGM platform") given.
b. Log into the ("eAGM platform") and register to attend the meeting on the day of the meeting
iii. To sign up for the Meeting, a shareholder must have a
working email and an active cell phone number
iv. The window for signing up for the Meeting shall be open on
28th February 2023 and automatically close at the commencement of
the Meeting on 31(st) March 2023. Registration will commence at
08:00 hours on the day of the meeting. A shareholder who does not
register before the start of the meeting will not be able to do so
when the meeting starts.
v. After registering, a shareholder will be allowed to join the
meeting.
vi. The voting at the General Meeting will be conducted
electronically https://eagm.creg.co.zw/eagm/login.aspx
vii. To fully participate, virtually in the EGM, a shareholder
must have a reliable internet connection.
viii. Queries on how to log into the Meeting, registration or on
the voting process can be channelled to the Corpserve Transfer
Agents on info@corpservezambia.com.zm or
james@Corpservezambia.com.zm : Or phone 0950968435, 0977982877,
0979946143
ix. A member entitled to attend and vote at the meeting is
entitled to appoint any person (whether a member of the Company or
not) to attend and to vote in his/her stead. A Proxy form has been
included in the Notes and is available on the Company website
www.zccm-ih.com.zm. The completed Proxy Form must be lodged at the
Registered Office of the Company, ZCCM-IH Office Park, Stand No.
16806, Alick Nkhata Road, P.O. Box 30048, Lusaka or emailed to
corporate@zccm-ih.com.zm before the commencement of the EGM.
By Order of the Board
Charles Mjumphi
Acting Company Secretary
Issued in Lusaka, Zambia on 9 March 2023
T | +260-211-232456
E | advisory@sbz.com.zm
W | www. sbz.com.zm
Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka Securities Exchange and is regulated
by the Securities and Exchange Commission of Zambia.
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First Issued on 9 March 2023
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END
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