Copperbelt Energy Corporation Plc (“CEC”) has entered into a Sale and Purchase Agreement (the “Agreement”) with Liquid Telecommunications Holdings Limited (“Liquid”) for the sale of CEC’s 50% shareholding in CEC Liquid Telecommunication Limited (“CEC Liquid Telecom”) (the “Sale Shares”) and payment of all amounts owed by CEC Liquid Telecom to CEC (the “CEC Payables”), in its jointly owned subsidiary, CEC Liquid Telecom to Liquid for a cash consideration (the “Consideration”) (the “Transaction”).
1. TRANSACTION OVERVIEW
- CEC is the legal and beneficial owner of 50% of the allotted and issued share capital of CEC Liquid Telecom.
- Disposal of the Sale Shares to Liquid.
- On or prior to Completion, Liquid shall procure the release of the CEC Guarantee, being the guarantee extended to Stanbic Bank Zambia Limited (as Lender and as Agent) in relation to a loan facility provided by Stanbic Bank Zambia Limited to CEC Liquid Telecom.
- Liquid will pay CEC an initial sum (the “Initial Consideration”) on Completion with the balance (the “Deferred Consideration”), being payable by the Deferred Consideration date (the “Deferred Consideration Date”), which date shall be no later than 31 January 2019.
- Liquid shall provide CEC with an irrevocable and unconditional Bank Guarantee to support the payment of the Deferred Consideration.
- Completion of the Transaction shall be conditional upon and subject to receipt of the relevant regulatory approvals and any other third-party consents that are required.
By order of the Board
Julia C Z Chaila (Mrs)
Issued in Lusaka, Zambia on Wednesday, 23rd May 2018
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Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka Securities Exchange and is regulated by the Securities and Exchange Commission of Zambia
First Issued on Wednesday, 23rd May 2018