CAVMONT CAPITAL HOLDINGS ZAMBIA PLC SHARE CONSOLIDATION

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in Cavmont Capital Holdings Zambia Plc ( CCHZ ), but is rather issued to the shareholders of CCHZ, in compliance with the Listing Requirements of the Lusaka Stock Exchange, for the purpose of giving information to the shareholders on the proposed Consolidation of the Share Capital of CCHZ. Action Required: This Circular is important and should be read with particular attention to the Action required by CCHZ shareholders section of this Circular, which sets out the action required by shareholders with regard to this Circular. If you are in any doubt as to the meaning of the contents of this Circular or as to the action you should take, please consult your accountant, bank manager, stockbroker or other professional advisor immediately. If you no longer hold any shares in CCHZ then you should send this Circular, as soon as possible, to the stockbroker through whom the sale of your shareholding in CCHZ was effected for onward transmission to the purchaser or transferee of those CCHZ shares. regarding: CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) CIRCULAR TO SHAREHOLDERS ON SHARE CONSOLIDATION AND NOTICE OF AN EXTRAORDINARY GENERAL MEETING THE PROPOSED CONSOLIDATION OF THE AUTHORISED AND ISSUED SHARE CAPITAL OF CCHZ ON THE BASIS OF 1-FOR-1,000 BY incorporating: THE CONSOLIDATION OF EVERY 1,000 EXISTING CCHZ ORDINARY SHARES WITH A PAR VALUE OF ZMK 1.00 EACH INTO 1 NEW CONSOLIDATED CCHZ ORDINARY SHARE WITH A PAR VALUE OF ZMK 1,000 EACH; AND A FORM OF SURRENDER OF DOCUMENT OF TITLE FOR USE BY CERTIFICATED SHAREHOLDERS ONLY; AND enclosing: THE NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING OF CCHZ SHAREHOLDERS; THE ADDENDUM DATED 31 OCTOBER 2012, FOR THE INCREASE OF AUTHORISED SHARE CAPITAL TO GIVE EFFECT TO THE RESOLUTION OF MEMBERS OF CCHZ PASSED AT THE 13 TH AGM HELD ON 05 JULY 2012; AND THE FORM OF PROXY FOR CCHZ SHAREHOLDERS TO VOTE AT THE EGM. Sponsoring Broker: Transfer Secretary: STOCKBROKERS ZAMBIA CORPSERVE ZAMBIA Date of issue: Friday, 09 November 2012 Page 1 of 20

2 CORPORATE INFORMATION Directors Issuer Guy D. Z Phiri (Independent Chairman) Cavmont Capital Holdings Plc Joseph Ngosa (Non-Executive Director) PwC Place, Thabo Mbeki Road Johan Swanepoel (Non-Executive Director) P.O. Box Johan Minnaar (Managing Director) Lusaka Zambia Company Secretary and Registered Office Transfer Secretary Louis Kabula Corpserve Share Transfer Agents PwC Place Stand 2374 Plot 3671 Thabo Mbeki Road House Number 6, Mwaleshi Road P.O. Box P.O Box Lusaka Lusaka Zambia. Zambia Transaction Adviser and Sponsoring Broker Stockbrokers Zambia Limited 2nd Floor, Exchange Building Central Park P.O. Box Lusaka Zambia Page 2 of 20

3 CONTENTS Page CORPORATE INFORMATION 2 CONTENTS 3 ACTION REQUIRED BY CCHZ SHAREHOLDERS 4 IMPORTANT DATES AND TIMES 5 DEFINITIONS AND INTERPRETATIONS 6 CIRCULAR TO SHAREHOLDERS 9 A. CONSOLIDATION OF THE SHARE CAPITAL OF CCHZ 9 B. TABLE OF ENTITLEMENT 12 C. OVERALL TIMELINE 13 NOTICE OF EXTRAORDINARY GENERAL MEETING 14 ADDENDUM TO AGM RESOLUTION 16 FORM OF PROXY 17 FORM OF SURRENDER 19 Page 3 of 20

4 ACTION REQUIRED BY CCHZ SHAREHOLDERS The definitions and interpretations commencing on page 6 of this Circular apply mutatis mutandis to this section. If you are in any doubt as to the meaning of the contents of this Circular or as to the action you should take, please consult your accountant, bank manager, stockbroker or other professional advisor immediately. THE EXTRAORDINARY GENERAL MEETING The Consolidation of the share capital of CCHZ is subject to CCHZ shareholders passing the requisite resolutions at the Extraordinary General Meeting ( EGM ) to be held at 14h30 on Friday, 07 December 2012 at Radisson Blu Hotel, Lusaka, Zambia. The notice convening the EGM which was published on Friday, 09 November 2012, is attached to and forms part of this Circular. If you no longer hold any shares in CCHZ then you should send this Circular, as soon as possible, to the stockbroker through whom the sale of your shareholding in CCHZ was effected for onward transmission to the purchaser or transferee of those CCHZ shares. FORM OF PROXY A member entitled to attend and vote at the EGM is entitled to appoint a proxy to attend, speak, and on a poll, vote in their stead. A Proxy Form is included with this Circular. The duly completed Form of Proxy must be lodged at the registered office of the Company not less than 48 hours before commencement of the EGM. FORM OF SURRENDER (for use by holders of share certificates only) Dematerialised Shareholders The following does not apply to dematerialised shareholders. The accounts of such shareholders in the LuSE CSD will be automatically updated. Certificated shareholders In order that certificated shareholders may receive new share certificates reflecting the effect of the Consolidation, they are requested to surrender their share certificates or other documents of title to the Transfer Secretary. A Form of Surrender, which is enclosed with this Circular, must be sent with the relevant documents of title. Replacement share certificates will be posted by registered mail at the risk of the addressee on or about Friday, 21 December 2012 in respect of documents of title received on or before 17h00 on Friday, 14 December 2012 or within ten business days of receipt of the relevant documents of title if received after 17h00 on Friday, 14 December Additional copies of the Form of Surrender are available on request from the Transfer Secretary. Page 4 of 20

5 IMPORTANT DATES AND TIMES Specifically related to consolidation of shares 2012 Notice Of Extraordinary General Meeting published in the Zambian press Friday, 09 November Circular and notice of EGM posted to shareholders Friday, 09 November Last day to trade to be on the register to be able to participate and vote at the EGM Tuesday, 04 December Last day to lodge Forms of Proxy for the EGM by 14h30 on Wednesday, 05 December Extraordinary General Meeting of shareholders to be held at 14h30 on Friday, 07 December Results of EGM released on LuSE SENS Friday, 07 December Registration of Resolutions with PACRA Monday, 10 December Results of EGM published in local press Monday, 10 December Withdraw and cancel all share certificates held by the Sub-Custodian Monday, 10 December Last day to trade in CCHZ shares on the LuSE in order to be recorded as a Tuesday, 11 December shareholder on the Record Date Trading in CCHZ shares on the LuSE temporarily suspended Wednesday, 12 December Record Date for participation in the Consolidation of Share Capital Friday, 14 December Deposit new Global Share Certificate representing the dematerialised Consolidated Monday, 17 December Shares with the Sub-Custodian Dematerialised shareholders accounts in the LuSE CSD updated in respect of the Monday, 17 December Consolidation Publish Finalisation Announcement in respect of the Consolidation Tuesday, 18 December Lift share trading suspension and resume trading in CCHZ Consolidated Shares on Tuesday, 18 December the LuSE OTHER IMPORTANT DATES RELATED TO THE CLAW BACK RIGHTS OFFER Prior to the proposed share consolidation, CCHZ will undertake a Claw-back Rights Offer intended to raise a total of ZMK 90 billion. The funds are required to recapitalise Cavmont Bank Limited to comply with the revised minimum capital requirement announced by the Bank of Zambia on 30 January 2012 with effective deadline of 31 December Below is the timeline for the Claw Back Rights Offer. Last day to trade in CCHZ shares in order to settle by the Record Date and to qualify to participate in the Claw-back Rights Offer (cum entitlement) Tuesday, 30 October 2012 Record Date for participation in the Claw-back Rights Offer Friday, 02 November 2012 Listing of Letters of Allocation (Las) on the LuSE Friday, 16 November 2012 Claw-back Rights Offer Circular posted to CCHZ shareholders by Friday, 16 November 2012 Claw-back Rights Offer opens Friday, 16 November 2012 Page 5 of 20

6 Last day to trade in Letters of Allocation on the LuSE Wednesday, 05 December 2012 Claw-back Rights Offer closes Friday, 07 December 2012 Dematerialised CCHZ shareholders accounts updated with Claw-back Rights Offer Shares to the extent accepted Friday, 14 December 2012 Results of Claw-back Offer announcement published on or about Friday,14 December 2012 Claw-back Shares commence trading ex-claw-back rights on the LuSE Tuesday, 18 December 2012 DEFINITIONS AND INTERPRETATIONS In this Circular, unless otherwise indicated, the words in the first column have the meanings stated opposite them in the second column, words in the singular include the plural and vice versa, words importing one gender include the other gender and references to a person include references to a body corporate and vice versa: Act Applicable Laws Articles ATS Bank of Zambia or BOZ Banking and Financial Services Act or BFSA Board or Board of Directors Business Day Cavmont Bank or CBL Certificated Shareholders Central Depository or LuSE CSD Circular Claw-back Rights Offer Claw-back Rights Offer Shares means the Securities Act Chapter 354 of the Laws of Zambia; the Laws of the Republic of Zambia in force from time to time, to which this Circular is subject; the Articles of Association of CCHZ as amended from time to time; Automated Trading System of the LuSE; the Central Bank of the Republic of Zambia; the Banking and Financial Services Act, Chapter 387 of the laws of Zambia; the Board of Directors of CCHZ; any day other than a Saturday, Sunday or official public holiday in the Republic of Zambia; Cavmont Bank Limited (registration number 26788), a wholly owned subsidiary of CCHZ, a company duly registered and incorporated in terms of the laws of the Republic of Zambia and whose principal activity is provision of banking and financial services in Zambia; shareholders who hold certificated shares; the LuSE Central Share Depository Limited, a company incorporated in Zambia with registration number 36617, whose functions are to serve as custodian of the LuSE tradable securities and to hold such securities in electronic form in its central depository on behalf of the beneficial owners; and to provide clearing and settlement services to the LuSE; this circular to CCHZ shareholders dated Friday, 09 November 2012, including any annexure, the notice of the EGM, the Form of Proxy and the Form of Surrender; the renounceable Claw-back Rights Offer by CCHZ of 64,285,714,286 ordinary shares at a subscription price of ZMK 1.40 per share in the ratio of 90 new ordinary shares for every 7 ordinary shares held at the close of business on Friday, 02 November 2012; the 64,285,714,286 new ordinary shares which are the subject of the Claw-back Rights Offer; Page 6 of 20

7 Closing Price Company or CCHZ Companies Act Consolidated Share(s) Consolidation Consolidation Date dematerialisation dematerialised shareholders dematerialised shares documents of title Directors DPS Employees EPS EGM Form of Proxy or Proxy Form Form of Surrender Global Share Certificate Kwacha or K or ZMK Listing Requirements the closing price of a CCHZ ordinary share as derived from the Daily Official List of the LuSE; Cavmont Capital Holdings Zambia Plc (registration number 41902), a public limited liability company duly registered and incorporated in terms of the laws of the Republic of Zambia and whose registered office is located at PwC Place, Stand 2374, Thabo Mbeki Road, Lusaka, Zambia; the Companies Act, Chapter 388 of the laws of Zambia; ordinary shares of CCHZ of ZMK 1, each in the share capital of CCHZ after the Consolidation; the proposed Consolidation of the authorised and issued share capital of CCHZ, which is subject to shareholder approval at the EGM, and which will be effected on the basis of 1 for 1,000 by the consolidation of every 1,000 existing CCHZ ordinary shares with par value of ZMK 1.00 each, held as at the Record Date, into 1 new Consolidated CCHZ ordinary share with a par value of ZMK 1, each; the proposed date of the amendment of CCHZ s listing on the Lusaka Stock Exchange and application of the 1-for-1,000 share Consolidation to shareholders on the shareholder register as at the Record Date; the process whereby certificated shares are converted to an electronic form as uncertificated shares and recorded in the CSD maintained by the LuSE CSD; CCHZ shareholders who hold dematerialised shares held in the LuSE CSD; CCHZ shares which have been deposited into the LuSE CSD, title to which is no longer represented by physical documents of title; share certificates and/ or certificated transfer deeds and/ or balance receipts or any other documents of title in respect of CCHZ shares; the executive and non-executive directors of the Company; dividend per share; individuals that are pensionable employees, contractual employees, executives or Directors of the Company; earnings per share; the Extraordinary General Meeting of the shareholders of CCHZ convened in terms of the notice of general meeting accompanying this Circular, to be held at 14h30 on Friday, 07 December 2012 at Radisson Blu Hotel, Lusaka, Zambia; the form of proxy (blue) attached to this Circular for completion and return, in respect of the proposed corporate actions; the form of surrender (yellow) attached to this Circular for completion and return in respect of the proposed Consolidation, together with the relevant documents of title, by certificated shareholders only; the single certificate, registered in the name of the LuSE CSD or its nominee, and representing dematerialised shares; the legal tender of Zambia in which all monetary amounts in this Circular are expressed unless otherwise indicated; the Listing Requirements of the LuSE, as amended from time to time; Page 7 of 20

8 the LuSE ordinary shares PACRA PBV ratio PE ratio Record Date the Registrar of Companies Resolutions the Securities Act the SEC Sponsoring Broker Stockbrokers Zambia Limited Transfer Secretary the Lusaka Stock Exchange Limited a company incorporated in Zambia with registration number 30495, whose functions are to operate a market for the trading (i.e. buying and/ or selling) of securities. The LuSE is licensed and regulated by the Securities and Exchange Commission of Zambia ( SEC ) under the Securities Act Chapter 354 of the Laws of Zambia; ordinary shares in the share capital of CCHZ; the Patents and Company Registration Agency of Zambia; price to book value ratio; price to earnings ratio; Friday, 14 December 2012 being the applicable record date for the Consolidation; the Zambian Registrar of Companies, established pursuant to section 367 of the Company s Act; the special resolution(s) relating to the Consolidation and the ordinary resolution(s) authorising the Directors to effect the Consolidation, as detailed in the notice of the EGM; the Securities Act, Chapter 354 of the laws of Zambia; the Securities and Exchange Commission Zambia, a statutory body established under the Securities Act Cap 354 of the laws of Zambia; Stockbrokers Zambia Limited; Stockbrokers Zambia Limited (Registration number 52224), a company registered in Zambia and a member of the LuSE and licensed by the SEC as a dealer; Corpserve Share Transfer Agents Page 8 of 20

9 CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) Directors Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director), Johan Minnaar (Managing Director) Address: PwC Place, Plot 2374, Thabo Mbeki Road, P O Box 38474, Lusaka, Zambia. CIRCULAR TO SHAREHOLDERS A. CONSOLIDATION OF THE SHARE CAPITAL OF CCHZ 1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR The purpose of this Circular is to provide information to CCHZ shareholders with all relevant information relating to the proposed Consolidation of the share capital of CCHZ and to convene a general meeting of shareholders in order for shareholders to consider and, if deemed fit, approve, the ordinary and special resolutions to effect the Consolidation in terms of the notice of EGM attached to and forming part of this Circular. It is proposed that, subject to the passing of the requisite special and ordinary resolutions ( the Resolutions ) at the EGM and the filing of the Resolutions at PACRA, CCHZ will implement a Consolidation of the authorised and issued share capital of the Company on the basis of 1 new CCHZ Consolidated Share for every 1,000 CCHZ ordinary shares of ZMK 1.00 par value each held as at the Record Date by the consolidation of every 1,000 ordinary shares of par value of ZMK 1.00 each into 1 new CCHZ ordinary share with a par value of ZMK 1, each. 2. CONSOLIDATION OF CCHZ SHARE CAPITAL AND APPLICABLE TERMS AND CONDITIONS The current par value of each CCHZ ordinary share is ZMK The par value of each Consolidated Share will become ZMK 1, as a result of the Consolidation on the basis of 1 for 1, Conditions precedent The implementation of the Consolidation is subject to the fulfilment of the condition precedent that the special resolutions relating to the Consolidation of the share capital of CCHZ, contained in the notice of the EGM attached to and forming part of this Circular, are duly passed and that the resolutions are registered with PACRA. 2.2 Rationale for the Consolidation The Consolidation is being proposed primarily to prepare CCHZ for the proposed currency rebasing exercise in Zambia. The Bank of Zambia will rebase the Zambian currency by a factor of 1,000 commencing 01 January Therefore, share prices reported on the LuSE will be divided by a factor of 1,000 across the board. Accordingly, the Consolidation is also intended to adjust the share price of CCHZ ahead of the currency rebasing (but with no change in market value), and give a realistic resultant working figure when currency rebasing is effected, commencing 01 January Details and implications of the Consolidation Subject to approval and implementation, the Consolidation of the share capital of CCHZ will have the following impact: Page 9 of 20

10 2.3.1 A decrease in the number of authorised shares from 100,000,000,000 shares of K 1.00 par value each to 100,000,000 shares of ZMK 1, par value each; Assuming all Claw-back Rights Offer Shares are subscribed for, a decrease in the number of issued and fully paid up shares from 69,285,714,286 shares of K 1.00 par value each to 69,285,714 shares of ZMK 1, par value each; The proposed Consolidation will not dilute a shareholder s economic interest in the Company as the value of the bank will not change. The Consolidation will be a book entry capital reorganisation that increases the nominal value per share by a multiple of 1,000 whilst simultaneously decreasing the number of authorised and issued shares by the same multiple; In accordance with the Articles of Association of CCHZ and the Listing Requirements of the LuSE, fractional shares will not be issued and paid out to shareholders. All fractions of Consolidated Shares ( Fractional Entitlements ) will be rounded up to the nearest whole number of Consolidated Shares The Consolidation of shares will be effective on Monday, 17 December 2012 ( Consolidation Date ) The price per share will be increased by factor of 1,000 immediately after the Consolidation. Therefore the price per share of CCHZ on the LuSE will be adjusted upwards by multiplying the Closing Price on the last day to trade by 1, Share capital before and after the Consolidation Authorised share capital (Kwacha) Issued share capital (Kwacha) Before the Consolidation After the Consolidation 100,000,000,000 shares of K 1.00 each 100,000,000 shares of K 1, each 69,285,714,286 shares of K 1.00 each 69,285,714 shares of K 1, each 2.5 Listing of the Consolidated Shares on the LuSE The LuSE has agreed to amend the listing of CCHZ s share capital to take account of the Consolidation of 1,000 existing CCHZ ordinary shares of ZMK 1.00 par value each into 1 new CCHZ Consolidated Share of ZMK 1, par value, with effect from Tuesday, 18 December Last date to trade and Record Date The Record Date, for purposes of the Consolidation is Friday, 14 December The last date to trade in CCHZ shares on the LuSE in order to be recorded as a shareholder by the Record Date is Tuesday, 11 December Procedure to be followed by certificated shareholders for the Consolidation Subject to the passing and the registration of the special resolutions necessary for the Consolidation of the share capital of CCHZ, it is necessary to recall the share certificates from certificated shareholders in order to replace them with certificates reflecting the Consolidation To facilitate the timeous receipt by certificated shareholders of replacement share certificates, certificated shareholders who wish to anticipate the implementation of the Consolidation and who do not wish to deal in their existing shares prior to the Consolidation are requested to surrender their share certificates, under cover of the Form of Surrender, to the Transfer Secretary, at the address set out in the Form of Surrender, prior to the Record Date Share certificates so received will be held in trust by the Transfer Secretary pending the Consolidation becoming unconditional. In the event that the Consolidation does not become unconditional, the Transfer Secretary will, within five business days thereafter, return the share certificates to the certificated shareholders concerned, by registered mail, at the risk of such shareholders The results of the EGM will be announced on the LuSE Stock Exchange News Service ( SENS ) on Friday, 07 December 2012 and published in the Zambian press on Monday, 10 December Should the Consolidation be approved and implemented, shareholders who have not already surrendered their share certificates will be required to do so under cover of the attached Form of Surrender, which should be retained for that purpose as no further Forms of Surrender will be circulated to shareholders. Share Certificates not surrendered will be cancelled and a new one issued Further instructions on the procedure to be followed by certificated shareholders are contained in the Form of Surrender Additional copies of the Form of Surrender may be requested from the Transfer Secretary. 2.8 Procedure to be followed by dematerialized shareholders for the Consolidation Dematerialised shareholders must not do anything as their LuSE CSD accounts will be automatically updated. Page 10 of 20

11 3. EXTRAORDINARY GENERAL MEETING 3.1 An Extraordinary General Meeting ( EGM ) will be held at 14h30 on Friday, 07 December 2012, at Radisson Blu Hotel, Lusaka, to consider, and if deemed fit, approve the special and ordinary resolutions in respect of the consolidation of the share capital of CCHZ. 3.2 The notice of the EGM and the Form of Proxy for use by members who are entitled to attend and vote at the meeting, but are unable to, and who wish to be represented thereat, is attached to and forms part of this Circular. Duly completed Proxy Forms must be lodged at the registered office of the Company not less than 48 hours before the commencement of the meeting. 3.3 Details of the action required by holders of certificated shares and dematerialised shares are set out on page 4 of this Circular. 4. OPINIONS AND RECOMMENDATIONS The Board has considered the terms and conditions of the Resolutions proposed in the notice of the EGM in respect of the Consolidation of the share capital of CCHZ and are of the opinion that they are fair and reasonable to CCHZ shareholders. Those directors who hold CCHZ shares intend voting in favour of the proposed Resolutions in respect of their own shareholdings to give effect to the Consolidation of the share capital of CCHZ and recommend that shareholders do likewise. 5. DIRECTORS RESPONSIBILITY STATEMENT The directors, whose names are given in this section of the Circular, collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no other facts the omission of which would make any statement false or misleading, that they have made all reasonable enquiries to ascertain such facts and that the Circular contains all information required by law and the Listings Requirements of the LuSE. 6. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the Articles of Association and this Circular will be available for inspection during normal business hours from Friday, 09 November 2012 to Monday, 10 December 2012, both days inclusive, at the registered office of the Company. SIGNED AT LUSAKA ON 09 NOVEMBER 2012 ON HIS OWN BEHALF AND ON BEHALF OF ALL THE OTHER DIRECTORS OF THE COMPANY, HE BEING DULY AUTHORISED THERETO IN TERMS OF POWERS OF ATTORNEY GRANTED TO HIM BY SUCH OTHER DIRECTORS. NAME DESIGNATION Page 11 of 20

12 B. TABLE OF ENTITLEMENT In accordance with the Articles of Association and the Listing Requirements of the LuSE, fractional shares will not be issued and paid out to shareholders. All fractions of Consolidated Shares ( Fractional Entitlements ) will be rounded up to the nearest whole number of Consolidated Shares. Number of shares before Rights Offer entitlement on a Number of shares after Consolidation 90 for 7 basis Consolidation 1,000 12, ,000 25, ,000 64, , , , , , , , , , , , , , , ,000 1,285, ,000 6,428, ,000,000 12,857,143 12,857 2,000,000 25,714,286 25,714 3,000,000 38,571,429 38,571 5,000,000 64,285,714 64,286 10,000, ,571, ,571 20,000, ,142, ,143 60,000, ,428, ,429 80,000,000 1,028,571,429 1,028,571 1,000,000,000 12,857,142,857 12,857,143 2,000,000,000 25,714,285,714 25,714,286 Page 12 of 20

13 C. OVERALL TIMELINE FOR CONSOLIDATION OF SHARES Friday 09 th November 12 Friday 07 th December 12 EGM Announcement Publish EGM announcement Post Circular Publish Consolidation announcement (Record Date & Consolidation Ratios and Date) Extraordinary General Meeting Consideration of Consolidation resolutions by shareholders File resolutions with PACRA Monday 10 th December 12 Publish Announcement of Results of the EGM Meeting and presentation to LuSE Brokers to explain the Consolidation Withdraw and cancel all share certificates held by the Sub-Custodian Tuesday 11 th December 12 Last Day to Trade Last day for trading in CCHZ shares cum-entitlement for the Consolidation (T+0) Wednesday 12 th December 12 Trading in CCHZ shares suspended on the LuSE (T + 1) All CCHZ orders on the ATS withdrawn Friday 14 th December 12 Record Date for participation in the Consolidation (T + 3) Obtain Share Register (Holders of Record Report) from LuSE CSD Application of Consolidation ratio to CCHZ Share Register by Transfer Secretary Monday 17 th December 12 Publish consolidation finalisation announcement Consolidation Date (Date of amendment of CCHZ listing for Consolidation) Date of amendment of CCHZ listing to reflect share consolidation Date of amendment of CCHZ share price to reflect share consolidation Deposit New Global Share Certificate for the CCHZ Consolidated Shares Issue New Global Share Certificate reflecting the dematerialized Consolidated Shares Deposit New Global Share Certificate with the Sub-Custodian Tuesday 18 th December 12 Lift suspension and resume trading in CCHZ Consolidated shares/amended Listing First day of trading shares ex-entitlement for the Consolidation Ex-entitlement share price adjusted by LuSE and ALL brokers to factor-in net effect of the Consolidation Page 13 of 20

14 CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) Directors Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director) Johan Minnaar (Managing Director) Address: PwC Place, Plot 2374, Thabo Mbeki Road, P O Box 38474, Lusaka, Zambia. NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting (EGM) of the shareholders of CCHZ Plc will be held at Radisson Blu Hotel, Lusaka on Friday, 07 December 2012 at 14h30, to consider, and if deemed fit, pass the proposed resolutions below. AGENDA 1. To read the Notice of the Meeting. 2. Ratify the Addendum dated 31 October 2012, for increase of authorised share capital to give effect to the resolution of members of CCHZ passed at the 13 th AGM held on 05 July To consider the proposed Consolidation of the share capital of CCHZ Plc, and if deemed appropriate, pass the following resolutions to give effect to the Consolidation of the share capital: The Consolidation of share capital The Board proposes the Consolidation of the authorised and issued share capital of CCHZ Plc on the basis of 1 new CCHZ Plc ordinary share for every 1,000 existing CCHZ Plc ordinary shares. The Consolidation is being proposed primarily to prepare CCHZ for the proposed currency rebasing exercise in Zambia. The Bank of Zambia will rebase the Zambian currency by a factor of 1,000 commencing 01 January Therefore, share prices reported on the LuSE will be divided by a factor of 1,000 across the board. Accordingly, the Consolidation is also intended to adjust the share price of CCHZ ahead of the currency rebasing (but with no change in market value), and give a realistic resultant working figure when currency rebasing is effected, commencing 01 January The current par value of each CCHZ ordinary share is ZMK The par value of each Consolidated Share will become ZMK 1, as a result of the Consolidation. In compliance with the LuSE Listing Rules a circular giving details of the proposed Consolidation of share capital has been posted to all shareholders on the Register as at Friday, 09 November At the EGM to be held on Friday, 07 December 2012, shareholders will consider the proposed Consolidation of share capital, and if deemed appropriate, pass the proposed special and ordinary resolutions below: 3.1 TO RESOLVE AS A SPECIAL RESOLUTION that the authorised ordinary shares of CCHZ, comprising 100,000,000,000 ordinary shares of ZMK 1.00 par value each, be consolidated and reduced on a 1-for-1,000 into 100,000,000 authorised ordinary shares of ZMK 1, par value each; and 3.2 TO RESOLVE AS A SPECIAL RESOLUTION that the issued and fully paid up ordinary shares of CCHZ, comprising all issued and fully paid up ordinary shares of ZMK 1.00 par value each as at the Consolidation Date, be consolidated and reduced on a 1-for-1,000 basis into issued and fully paid up ordinary shares of ZMK 1, par value each; and Page 14 of 20

15 3.3 TO RESOLVE AS ORDINARY RESOLUTION that, subject to passing the special resolution number 3.1, any Director of CCHZ be, and hereby is authorised, on behalf of the Company, to do or cause to be done, all such things, and to sign all such documentation as may be necessary or requisite so as to give effect to and implement the resolutions relating to the Consolidation of share capital. In terms of the Listings Requirements, 75% (seventy-five per cent) of the votes cast by shareholders present or represented by proxy at the EGM must be cast in favour of this ordinary resolution for it to be approved. By Order of the Board Louis Kabula COMPANY SECRETARY Note: A member is entitled to appoint one proxy to attend, speak and vote in his stead. A proxy need not be member of the Company. Proxies must be lodged at the registered Office of the Company at least 48 hours before the time fixed for the meeting. A proxy form is available for those members who wish to be represented at the meeting but unable to attend. Page 15 of 20

16 CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) Directors Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director) Johan Minnaar (Managing Director) Address: PwC Place, Plot 2374, Thabo Mbeki Road, P O Box 38474, Lusaka, Zambia. ADDENDUM TO AGM RESOLUTION INCREASE OF AUTHORISED SHARE CAPITAL TO GIVE EFFECT TO THE RESOLUTIONS OF MEMBERS OF CAVMONT CAPITAL HOLDINGS ZAMBIA PLC PASSED AT ITS 13TH ANNUAL GENERAL MEETING HELD ON 5 JULY 2012 WHEREAS A. Members of Cavmont Capital Holdings Zambia PLC (the Company ), at the 13 th Annual General Meeting of the Company held on 5 th July 2012, passed a resolution (the Resolution ) to raise ZMK 90 billion (the Capital Sum ) for purposes only of enabling Cavmont Bank (the Bank ), a wholly owned subsidiary of the Company to comply with the new capital adequacy requirements issued by the Bank of Zambia on 30 th January 2012; B. For purposes of raising the Capital Sum, members of the Company increased authorised share capital and authorised its directors to issue through the Lusaka Stock Exchange (the LuSE ) new shares to all members, on a Claw-back Rights issue basis, and that such shares be issued at such price per share as would comply with the rules of the LuSE at the time of issue; C. Subsequent to the Resolution, the directors of the Company have found that the price per share at the time of issue of new shares can only be ZMK 1.40, yielding only a sum of ZMK 70 billion which falls short of the Capital Sum required to be raised in terms of the Resolution passed by the members; D. The intention of the members and the rationale under the Resolution is to raise the Capital Sum without less by creation of new ordinary shares and issue such shares to the members on a Claw-back Rights issue basis; AND FOR PURPOSES of giving effect to the intention of members all of whom were at the time of the Resolution entitled to vote and voted for the Resolution aforesaid; AND BEARING in mind the timeframe within which such new shares should be issued to comply with the capital requirements aforesaid; WE DO HEREBY issue the ADDENDUM hereof to the Resolution; 1. by deletion of the number 57,255,000,000 authorised ordinary shares in clause 1 of the Special Resolution and substitution therefore with the number 100,000,000,000 to give effect to the intention aforesaid 2. by undertaking to place before the next general meeting of the Company this ADDENDUM for ratification by members of the Company, in the same way that the members ratified the issue of preference shares as stated in the Resolution. Page 16 of 20

17 CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) Directors Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director) Johan Minnaar (Managing Director) Address: PwC Place, Plot 2374, Thabo Mbeki Road, P O Box 38474, Lusaka, Zambia. FORM OF PROXY FORM OF PROXY 2012 I/We, (full names in block letters) of member/ members of CCHZ, hereby appoint: of as my/ our proxy to attend, and speak, on a poll, vote instead of me/ us at the Extraordinary General Meeting of the Company to be held on Friday, 07 December 2012 at Radisson Blu Hotel, Lusaka or any adjournment thereof, for the transaction of any business which may legally come before the meeting. Signature(s) Note: The Form of Proxy shall be: a) In the case of an individual, signed by the appointer or by his Attorney b) In the case of a corporation, signed either by an Attorney or Officer of the corporation on its behalf or be given under its common seal. The registered office is Cavmont Capital Holdings Plc, PwC Place, Plot 2374, Thabo Mbeki Road, P O Box 38474, Lusaka, Zambia. Page 17 of 20

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19 CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902) Share Code: CCHZ ISIN: ZM ( CCHZ or the Company ) Directors Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director) Johan Minnaar (Managing Director) Address: PwC Place, Plot 2374, Thabo Mbeki Road, P.O Box 38474, Lusaka, Zambia. FORM OF SURRENDER (FOR USE BY CERTIFICATED SHAREHOLDERS ONLY) The definitions commencing on page 6 of this Circular to which this Form of Surrender is attached and form part, have, where necessary, been used herein. Instructions 1. This Form of Surrender is for use by certificated shareholders ONLY and should be read in conjunction with the Circular. 2. Subject to the passing of the special resolution necessary for the Consolidation, it is necessary to recall the share certificates from certificated shareholders in order to replace them with certificates reflecting the Consolidation. 3. To facilitate the timely receipt by certificated shareholders of the replacement share certificates, certificated shareholders who wish to anticipate the implementation of the Consolidation and who do not wish to deal in their existing shares prior to the Consolidation, are requested to surrender their share certificates to the Transfer Secretary by completing this Form of Surrender in accordance with the instructions it contains and return it to the Transfer Secretary: Corpserve Share Transfer Agents Plot 3671, House Number 6 Mwaleshi Road P O Box Lusaka, Zambia. 4. Share certificates so received will be held by the Transfer Secretary pending the Consolidation being approved by shareholders at the EGM. In the event that the Consolidation is not approved, the Transfer Secretary will, within ten business days thereafter, return the certificates to the certificated shareholders concerned, by registered mail, at the risk of such shareholders. 5. In the event that the Consolidation is approved and implemented, the Transfer Secretary will, within ten business days after receipt thereof, post the new share certificates to the certificated shareholders concerned, by registered mail, at the risk of such shareholders. 6. In the event that certificated shareholders do not complete this Form of Surrender and who later wish to obtain a share certificate at the Consolidation value, such shareholders will be required to return their share certificates to the Transfer Secretary with certified copies of identity documents, if in own name, or if otherwise, certificated copies of company/ trust documents. 7. If any documents of title of shareholders have been lost or destroyed and the shareholder concerned produces evidence to this effect to the satisfaction of CCHZ Plc, then the Company may dispense with the surrender of such existing documents of title against provision of an acceptable indemnity. Page 19 of 20

20 TO: Corpserve Share Transfer Agents Plot 3671, House Number 6 Mwaleshi Road P O Box Lusaka, Zambia. Dear Sirs, I/ We hereby surrender and attach the following documents of title in respect of my/ our shares in CCHZ Plc: Name of registered holder (separate form for each holder) Certificate number/ s Number of shares TOTAL Address to which the new Consolidated share certificate should be sent (if different from the registered address). Holders are to also attach a certified copy of their identity document when returning this Form of Surrender. Signature of shareholder: Assisted by (if applicable): Date: Telephone number: Postal address: (State full name and capacity) Stamp and address of agent lodging this form (if any) address: Notes: 1. All shareholders completing and returning this Form of Surrender must also surrender their existing documents of title. 2. Any alterations to this Form of Surrender must be signed in full and not initialled. 3. If this Form of Surrender is signed under power of attorney, then such power of attorney or a notarial certified copy hereof, must be sent with this Form of Surrender for noting. 4. Where the member is a corporate body, unless it has already been registered with the Transfer Secretary, a certified copy of the directors or members resolution authorising the signing of this Form of Surrender must be submitted if so requested by the Transfer Secretary. Page 20 of 20