1.0 Background
Shareholders of CEC Africa Investments Limited PLC (“CECA” or “the Company”) are referred to the announcement published on the Securities Exchange News Service (“SENS”) of the Lusaka Securities Exchange (“LuSE”) on 25th August 2020 in compliance with the provisions of the Third Schedule of the Securities (Takeovers and Mergers) Rules, Statutory Instrument No 170 of 1993, (the “Takeovers Rules”), issued pursuant to the Securities Act, No.41 of 2016 (the “Act”), outlining the salient terms and dates of the Mandatory Offer by BP Investments Limited (“BPIL”) to the minority shareholders of the Company.
As at 17 June 2020 CECA was majority owned by BPIL which held 92.38% shareholding whilst the balance of 7.62% was held by various institutional and retail investors. BPIL is a private company registered in Nigeria on 14th June 1999.
2. Results of the Mandatory Offer by BPIL
BPIL submitted a cash offer to the Board of directors of CECA to purchase from the minority shareholders, all the remaining 123,825,045 shares of CECA that it did not already own representing 7.62% shareholding in the Company (the “Offer”), at a price per share of ZMW0.13 (the “Offer price”). At the close of the Offer, a total of 83,177,141 shares were tendered for sale to BPIL via the Form of Acceptance. This level of acceptance represents 67% of the 123,825,045 target shares that were the subject of the mandatory offer or 5.12% of the total shareholding in the Company.
As summarised in the table below, there were a total of 551 individual acceptances out of a shareholder base of about 4,092 investors.
| BEFORE MANDATORY OFFER | AFTER MANDATORY OFFER | |||||
|---|---|---|---|---|---|---|
| SHAREHOLDER | No of SHAREHOLDERS | SHARES | % SHAREHOLDING | No of SHAREHOLDERS | SHARES | % SHAREHOLDING |
| BPIL | 1 | 1,501,175,552 | 92.38 | 1 | 1,584,365,623 | 97.5 |
| MINORITIES | 4,091 | 123,825,045 | 7.62 | 3,540 | 40,634,974 | 2.5 |
| Total | 4,092 | 1,625,000,597 | 100 | 3,541 | 1,625,000,597 | 100 |
The net result is that after the conclusion of the mandatory offer process, the shareholding of BPIL in CECA has increased from 92.38% to 97.5% shareholding whilst the balance of 2.5% is still held by various retail investors numbering approximately 3,541 in total.
Clara Mvula
Head, Corporate Services
Issued in Lusaka, Zambia on Monday, 12th October 2020
| Lusaka Securities Exchange Sponsoring Broker | |
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First Issued on 12 October 2020
