regarding

•  review and analysis, by the Independent Committee of the Board of CECA, of the Mandatory Offer by BP Investment Limited, to acquire the shares held by the Minority Shareholders; directors’ view and recommendation of the Independent Committee of the Board of CECA, on the Mandatory Offer by BP Investment Limited;

and incorporating

•  the Opinion of the Independent Financial Advisor on the Mandatory Offer by BP Investment Limited to acquire the shares held by the Minority Shareholders
  of the Company

ACTION REQUIRED BY SHAREHOLDERS

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PLEASE TAKE CAREFUL NOTE OF THE FOLLOWING PROVISIONS REGARDING THE ACTIONS REQUIRED BY SHAREHOLDERS.
If you have disposed of all your CECA Shares, then this Circular should be forwarded to the Broker through whom you disposed of such CECA 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.

CECA does not accept responsibility and will not be held liable for any act of, or omission by, any Custodian or Broker, including, without limitation, any failure on the part of the Custodian or Broker or any registered holder of CECA Shares to notify the holder of any beneficial interest in those CECA Shares of the Offer as set out in the Offer Document and in this Circular.

THE MANDATORY OFFER BY BP INVESTMENT LIMITED

The options available to CECA Shareholders are:

• to accept the Offer in respect of ALL your shares – and fill in the Form of Acceptance contained in the Offer Document;
• to accept the Offer in respect of PART of your shares – and fill in the Form of Acceptance contained in the Offer Document; or
• to reject the WHOLE Offer – by not responding to the Form of Acceptance contained in the Offer Document.

If you wish to reject the Offer, you do not need to take any further action.

If you wish to accept the Offer, you must do so in the manner prescribed in the Offer Document from BP Investment Limited.

IMPORTANT DATES AND TIMETABLE

Shareholders must please refer to and take note of the TIMETABLE for concluding the Mandatory Offer as declared in the separate Offer Document dated 19 August 2020 from BP Investment Limited

Terms of the Mandatory Offer Announcement released on LuSE SENS	25 August 2020
Terms of the Mandatory Offer Announcement published in the press	21 August 2020
Offer Document from BP Investment Limited posted to CECA Shareholders	21 August 2020
Circular from ICB posted to CECA Shareholders	4 September 2020
Notice of posting of this Circular released on LuSE SENS	7 September 2020
Offer to CECA Shareholders opens at 08:00	25 August 2020
Last Day to Trade in order to be eligible to accept the Offer	8 September 2020
Shares trade “ex” the Offer from commencement to trade	9 September 2020
Record date, being the final date upon which CECA Shareholders must be recorded in the register in order to be eligible to accept the Offer	14 August 2020
Offer to CECA Shareholders closes at 17:00	14 September 2020
Last day for receipt of postal acceptances, postmarked on or before Monday 21	25 September 2020
Date on which share acceptances will be traded on the LuSE (T+0)	30 September 2020
Settlement Date (T+3) for share acceptances	5 October 2020
Payments for share acceptances available for collection from Brokers, starting from	5 October 2020
Results of the Offer released on LuSE SENS	9 October 2020
Results of the Offer published in the press	12 October 2020

Notes:

1. The above dates and times are based on information contained in the Offer Document posted to shareholders of CECA by BP Investment Limited as Offeror. The above dates and times are subject to amendment at the discretion of the Offeror, which discretion includes the ability to extend the Closing Date of the Offer, subject to the prior written approval of the SEC being obtained, any change will be released on the LuSE SENS and will be published in at least two newspapers in Zambia.
2. The above-mentioned dates and times are Zambian dates and times. All references to days are to Business Days.
3. Payment for share acceptances will be made by the respective Broker directly to each shareholder who elects to sell some or all of their shares. Payment will be done, after the Offer closes, commencing the Settlement Date declared in the Offer Timetable, as per above, in accordance with the existing trading and settlement procedures of the LuSE for shares traded by Brokers on behalf of their clients. Accordingly, shareholders should contact their respective Brokers for payment on or starting from the Settlement Date.
4. Although the salient dates and times are subject to change, such statement may not be regarded as consent or dispensation for any change to the time period which may be required in terms of the Takeovers Rules, where applicable, and any such consent or dispensation must be specifically applied for and approved by the SEC.

---

Download full Circular: CEC Africa Investments Ltd Circular.pdf