ZCCM Investments Holdings Plc (ZCCM-IH) is a premier diversified mining investment and operations company, with significant and focused interests in Zambia’s mining and energy sectors. The Group’s portfolio commodity mix includes copper, gold, amethyst, manganese, limestone, coal and electric power energy. The shareholding structure is as follows: the Industrial Development Corporation Ltd (IDC) holds 60.3%, Government of the Republic of Zambia (GRZ) holds 17.3%, National Pension Scheme Authority (NAPSA) holds 15% and the remaining 7.4% is held by private investors. The geographical spread of the minority shareholders, who number over 4000, cover countries in Europe, Africa, the Caribbean, Australia, Asia and North America.
NOTICE IS HEREBY given that the Twentieth Annual General Meeting (AGM) of members of ZCCM Investments Holdings Plc will be held physically and virtually on Friday, 28 June 2024 at 10:00 hours at the Mulungushi International Conference Centre, Kenneth Kaunda Wing, Banquet Hall Number 1, Lusaka, Zambia and virtually via Video Conferencing on the following link https://eagm.creg.co.zw/eagm/Login.aspx, to transact the following business:
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INTRODUCTION
In compliance with the requirements of the Securities Act No. 41 of 2016, ZCCM Investments Holdings PLC (“ZCCM-IH” or “the Company”) announces the provisional financial statements results of the Company and its subsidiaries (Collectively referred to as the ‘‘the Group’’) for the year ended 31 December 2023.
Shareholders are referred to the announcements ZCCM-IH released on the Stock Exchange News Service (“SENS”) of the
Lusaka Securities Exchange (“LUSE”) on 10th November 2023, 30 November 2023, 22 December 2023, 1 February 2024 and
23 February 2024 regarding the up to US$1.1 billion capital investment by International Resources Holding RSC Ltd (“IRH”),
through its wholly-owned subsidiary, Delta Mining Limited (“Delta”), for a 51% interest in Mopani Copper Mines plc (“MCM”)
and the formation of a strategic partnership with ZCCM-IH. The investment will comprise US$620 million in new equity
capital, up to US$100 million in settlement of existing third-party letters of credit and up to US$380 million of shareholder
loans (the “Transaction”). The Company distributed a Transaction circular (the “Circular”) on 2 February 2024 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
The Board of ZCCM Investments Holding Plc (“ZCCM-IH” or “the Company”) (the “Board”) would like to announce the appointment of Messrs KPMG Zambia as the Company’s auditors for the Financial years ending 31st December 2023, 31st December 2024 and 31st December 2025, effective from 26 December 2023,subject to ZCCM-IH’s shareholders ratification at the next Annual General Meeting.
1.0 Introduction
Shareholders are referred to the announcements ZCCM-IH released on the Stock Exchange News Service (“SENS”) of the
Lusaka Securities Exchange (“LUSE”) on 10th November 2023, 30 November 2023, 22 December 2023 and 1 February 2024
regarding the up to US$1.1 billion capital investment by International Resources Holding RSC Ltd, through its wholly-owned
subsidiary, Delta Mining Limited, for a 51% interest in Mopani Copper Mines plc and the formation of a strategic partnership
with ZCCM-IH. The investment will comprise US$620 million in new equity capital, up to US$100 million in settlement of
existing third-party letters of credit and up to US$380 million of shareholder loans (“the Transaction”). The Company
distributed a Transaction circular (the “Circular”) on 2 February 2024 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.
NOTICE IS HEREBY GIVEN that the Extraordinary Meeting of the shareholders of ZCCM-IH will be held on Friday 23rd
February 2024 at 10:00 hours at Mulungushi International Conference Centre, Kenneth Kaunda Wing, Banquet Hall Number 2,
Lusaka, Zambia and virtually via Video Conferencing on the following link https://eagm.creg.co.zw/eagm/Login.aspx.
The shareholders of ZCCM Investments Holdings Plc (“ZCCM-IH” or “the Company”), and other market
participants, are referred to the cautionary announcements issued on 10 November 2023 and 30
November 2023 in relation to the board of directors of ZCCM-IH (“the Board”) selecting International
Resources Holding RSC Limited (“IRH”), as the preferred Strategic Equity Partner (“SEP”) for Mopani
Copper Mines Plc (“MCM” or “Mopani”). The market is also referred to the transaction announcement
dated 22 December 2023.
The Board is pleased to announce that on 22 December 2023, ZCCM-IH entered into an agreement
with IRH pursuant to which IRH, through its wholly owned subsidiary Delta Mining Limited (“Delta”), has
committed up to US$1.1 billion for a 51% interest in MCM and the formation of a strategic partnership
with ZCCM-IH. This investment comprises of US$620 million in new equity capital, up to US$100 million in
settlement of existing third-party letters of credit and up to US$380 million of shareholder loans into MCM
as a SEP (the “Transaction”), subject to the fulfilment of Conditions Precedent defined herein.
Consequently, upon the satisfaction of those Conditions Precedent, the relationship between
Glencore International AG (“Glencore”) and MCM will be restructured.
ZCCM-IH, in consultation with its transaction advisors, is preparing a Transaction circular providing all
the relevant information in respect of the Transaction, including financial and technical information.
Shareholders will be able to vote on the Transaction at an extraordinary general meeting (“EGM”) due
to take place in the first quarter of 2024.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
The definitions and interpretations commencing on page 7 of this Circular apply throughout this Circular, including this cover page (unless
specifically defined where used or the context indicates a contrary intention).
Action Required:
• Shareholders are referred to page 4 of this Circular, which sets out the action required of them regarding the ZCCM-IH Extraordinary
General Meeting, full details of which are set out in this Circular. If you are in any doubt as to the action you should take, please consult
your broker, bank manager, legal advisor, accountant, or other professional advisor.
• If you have disposed of all your ZCCM-IH shares, then this Circular, together with the accompanying Form of Proxy should be forwarded to
the broker, banker, or agent through whom you disposed of such shares except that this Circular should not be forwarded or transmitted
by you to any person in any territory other than Zambia unless the Circular can lawfully be distributed to such person or in such territory.
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The shareholders of ZCCM Investments Holdings Plc (“ZCCM-IH” or “the Company”), and other market participants, are referred to the cautionary announcements issued on 10 November 2023 and 30 November 2023 in relation to the Board of Directors of ZCCM-IH (“the Board”) selecting International Resources Holding RSC Limited (“IRH”), as the preferred Strategic Equity Partner (“SEP”) for Mopani Copper Mines Plc (“MCM” or “Mopani”).
The Board is pleased to announce that on 22 December 2023, ZCCM-IH entered into an agreement with IRH pursuant to which IRH has committed to invest a total of US$1.1 billion into MCM as a Strategic Equity Partner (the “Transaction”), subject to the fulfilment of Conditions Precedent defined herein. Consequently, upon the satisfaction of those Conditions Precedent, the relationship between Glencore International AG (“Glencore”) and MCM will be restructured.
ZCCM-IH, in consultation with its Transaction Advisors, is preparing a Transaction Circular providing all the relevant information in respect of the Transaction, including financial and technical information. Shareholders will be able to vote on the Transaction at an Extraordinary General Meeting (“EGM”) due to take place in the first quarter of 2024.
In compliance with the requirements of Section 9 of the Listings Requirements of the Lusaka Securities Exchange (“LuSE”), the key features of the Transaction are set out below.
