Zambeef Plc | Second announcement of a rights offer

May 23rd, 2011

In compliance with the Securities Act, Cap 354, and the Securities (Registration of Securities) Rules 1993 and pursuant to the Listings Requirements of the LuSE, and further to the Announcement of 05 May 2011 relating to the Rights Offer, the purpose of this announcement is to provide further detail in connection with the Rights Offer.

Approvals

The Board today informs shareholders that the Company intends to proceed with the capital raising via a Rights Offer and AIM placement as set out in the Notice of EGM, published on 28 April 2011. The purpose of the capital raising is to finance the proposed acquisition of land, plant, equipment, vehicles, livestock, buildings and other agricultural assets on Nampamba Farm, Chambatata Farm and Kampemba Farm, from ETC Bio-Energy Limited. The transaction was subject to, inter alia, shareholder approval, which was granted at the EGM convened on 19 May 2011.

Further, shareholders and the public are advised that the issuance of new ordinary shares to satisfy the Rights Offer and AIM Placement are subject to registration and listing approvals from the Securities and Exchange Commission and the LuSE and admission of the New Ordinary Shares to trading on the AIM market of London Stock Exchange respectively.

Rights Offer Document

A Rights Offer document (the “Offer Document”) will be posted to all shareholders of record, and will include all the details of the Rights Offer. The letter of allotment attached to each Offer Document shall include the number of new shares to which the addressee Shareholder is entitled to subscribe and a detailed explanation of the options open to Shareholders.

Terms of Rights Offer

The Rights Offer will be made on a 9 for 16 basis, meaning that Shareholders will be given the right to purchase 9 New Ordinary Shares for every 16 ordinary shares they own as of the record date of 16 May 2011. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and fractions of New Ordinary Shares will not be allotted to Shareholders. Each New Ordinary Share will have a purchase price of ZMK 2,975.00. Full details of the Rights Offer and procedures for participation will be in the Offer Document.

Expected Timetable of Events

The salient dates relating to the rights offer are as follows:

  • Rights Offer announcement and Offer Document mailed to Shareholders
26 May
  • Rights Offer opens
26 May
  • Final day for submission of Letters of Allocation
10 June
  • Offer closes
10 June
  • New Ordinary Shares allotted
13 June
  • New Ordinary Shares listed on the LuSE
22 June
  • Long Stop Date
15 July

The above dates are subject to amendments. Any amendments to the dates will be published in the press. The date for the New Ordinary Shares to be listed on the LuSE shall not be extended beyond the Long Stop Date.

Results of the rights offer will be announced after the close of the offer currently expected on 22 June 2011.

Accordingly, Shareholders are advised to exercise caution when dealing in the securities of the Company.

Capitalised terms used in this announcement carry the same meaning as those defined in the announcement dated 5 May 2011 and the Circular posted to Shareholders, dated 28 April 2011, unless the context requires otherwise.

 

Dated: 23 May 2011

 

First issued: 5 May 2011