Further Cautionary Announcement
Further to the last cautionary announcement dated 11 February 2014 and first issued on 24 December 2013 and in compliance with the provisions of the Securities (Registration of Securities) Rules, 1993 of the Securities Act, Cap 354 of the Laws of Zambia and the Listing Rules of the Lusaka Stock Exchange (“LuSE”), Shareholders were advised that there are circumstances relating to the Company, the full impact of which are currently being determined and which may have a material effect on the price of the Company’s securities.
These circumstances relate to the fact that the Company has received notification from its majority shareholder, Zambian Energy Corporation (“Ireland”) Limited (“ZECI”) that there is a proposed internal reorganisation in the ultimate shareholding of ZECI.
Structure of the CEC Shareholding
CEC is majority owned by ZECI, which holds 52% shareholding whilst the balance of 48% is held by various institutional and retail investors.
ZECI is wholly owned by Zambian Energy Corporation Limited (“ZECL”), a Zambian private limited company. ZECL is majority owned sixty percent (60%) by Batoka Energy Holdings Limited (“Batoka”). The minority shareholders of ZECL are the Development Bank of Southern Africa (“DBSA”) with 20%, Netherlandse Financierings- Maatschappij Voor Ontwikkelingsladen NV (“FMO”) with 18% and Aldwych Zambia Investments Limited (“AIL”) with 2% (collectively the “Minority Shareholders”).
Proposed internal reorganisation of ZECL
ZECL and its shareholders are considering an internal reorganization involving changes in its ownership but no changes in the level of ZECI’s 52% ownership of CEC shares. This reorganisation, if undertaken and concluded, may for technical reasons result in an obligation on one or more parties to such reorganization to make a mandatory offer to CEC shareholders in compliance with the provisions of the Third Schedule of the Securities (Takeover and Mergers) Rules, Statutory Instrument No 170 of 1993, issued pursuant to the Securities Act, Chapter 354 of the Laws of Zambia (the “Securities Act”), and the Harmonised Listing Requirement of the LuSE.
The consideration and discussions on the proposed internal reorganisation of ZECL are yet to be concluded and there is no guarantee expressed or given that a final agreement will be reached.
Accordingly, and in the meantime, shareholders are advised to exercise caution when dealing in the Company’s securities until a full announcement is made.
04 March 2014
Lusaka – Zambia
