Circular to CEC minority shareholders regarding a mandatory offer from Batoka Energy Holdings
Copperbelt Energy Corporation Plc (“CEC” or the “Company”) is majority owned by Zambian Energy Corporation (“Ireland”) Limited (“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 undertook an internal reorganization involving changes in its ownership but no changes in terms of its ownership of ZECI and no changes in the level of ZECI’s 52% ownership of CEC shares.
The internal reorganisation of ZECL has resulted in Batoka Energy Holdings ( Ireland ) Limited (“Batoka Ireland”) acquiring the 40% held by the minority shareholders of ZECL, namely 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%.
In compliance with the Securities Act, Chapter 354 of the Laws of Zambia (the “Securities Act“) and pursuant to the Securities (Takeovers and Mergers) Rules , SI No 170 of 1993 issued under the Securities Act , ( the “Takeovers Rules”) and the Lusaka Stock Exchange Listing Rules, Batoka Ireland has been instructed by the Securities and Exchange Commission of Zambia (the “SEC” ) to extend an equivalent offer to acquire the remaining 48% (780,000,597 shares) of the Company’s shares from the minority shareholders of the Company registered as members of the Company as at the date of the Offer.
This Circular includes the following information in regard to the Mandatory Offer by Batoka Ireland:-
- letter from the Committee of Independent Directors of the Board of CEC, set up in compliance with the Takeovers Rules , outlining the background and reasons for the Offer from Batoka Ireland to the minority shareholders of the Company;
- a report on the Offer from Batoka Ireland, as to whether or not it is fair and reasonable, prepared by the Independent Financial Adviser to the Board of the Company ;
- a summary of the views and recommendation of the Committee of Independent Directors of the Board of the Company on the Offer from Batoka Ireland ; and
- the actions that may be taken by the minority shareholders of the Company in regard to the Offer from Batoka Ireland to them.
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