CAVMONT CAPITAL HOLDINGS ZAMBIA PLC - … Kabula Corpserve Share Transfer Agents PwC Place Stand...

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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.

CAVMONT CAPITAL HOLDINGS ZAMBIA PLC (Incorporated in the Republic of Zambia, Company Registration Number: 41902)

Share Code: CCHZ ISIN: ZM0000000227

(“CCHZ” or “the Company”)

CIRCULAR TO SHAREHOLDERS

ON

SHARE CONSOLIDATION

AND

NOTICE OF AN EXTRAORDINARY GENERAL MEETING regarding:

• THE PROPOSED CONSOLIDATION OF THE AUTHORISED AND ISSUED SHARE CAPITAL OF CCHZ ON THE BASIS OF 1-FOR-1,000 BY

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

incorporating:

• 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 13TH 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

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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 38474

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 38474 P.O Box 37522 Lusaka Lusaka

Zambia. Zambia

Transaction Adviser and Sponsoring Broker

Stockbrokers Zambia Limited

2nd Floor, Exchange Building

Central Park

P.O. Box 38956

Lusaka

Zambia

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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

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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 2012.

Additional copies of the Form of Surrender are available on request from the Transfer Secretary.

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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

shareholder on the Record Date

Tuesday, 11 December

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

Shares with the Sub-Custodian

Monday, 17 December

Dematerialised shareholders accounts in the LuSE CSD updated in respect of the

Consolidation

Monday, 17 December

Publish Finalisation Announcement in respect of the Consolidation Tuesday, 18 December

Lift share trading suspension and resume trading in CCHZ Consolidated Shares on

the LuSE

Tuesday, 18 December

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 2012. 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

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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” means the Securities Act Chapter 354 of the Laws of Zambia;

“Applicable Laws” the Laws of the Republic of Zambia in force from time to time, to which this

Circular is subject;

“Articles” the Articles of Association of CCHZ as amended from time to time;

“ATS” Automated Trading System of the LuSE;

“Bank of Zambia” or “BOZ” the Central Bank of the Republic of Zambia;

“Banking and Financial Services Act” or “BFSA” the Banking and Financial Services Act, Chapter 387 of the laws of Zambia;

“Board” or “Board of Directors” the Board of Directors of CCHZ;

“Business Day” any day other than a Saturday, Sunday or official public holiday in the Republic of

Zambia;

“Cavmont Bank” or “CBL” 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;

“Certificated Shareholders” shareholders who hold certificated shares;

“Central Depository” or “LuSE CSD” 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;

“Circular” 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;

“Claw-back Rights Offer” 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;

“Claw-back Rights Offer Shares” the 64,285,714,286 new ordinary shares which are the subject of the Claw-back

Rights Offer;

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“Closing Price” the closing price of a CCHZ ordinary share as derived from the Daily Official List of

the LuSE;

“Company” or “CCHZ” 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;

“Companies Act” the Companies Act, Chapter 388 of the laws of Zambia;

“Consolidated Share(s)” ordinary shares of CCHZ of ZMK 1,000.00 each in the share capital of CCHZ after

the Consolidation;

“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 1,000.00 each;

“Consolidation Date” 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;

“dematerialisation” the process whereby certificated shares are converted to an electronic form as

uncertificated shares and recorded in the CSD maintained by the LuSE CSD;

“dematerialised shareholders” CCHZ shareholders who hold dematerialised shares held in the LuSE CSD;

“dematerialised shares” CCHZ shares which have been deposited into the LuSE CSD, title to which is no

longer represented by physical documents of title;

“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;

“Directors” the executive and non-executive directors of the Company;

“DPS” dividend per share;

“Employees” individuals that are pensionable employees, contractual employees, executives or

Directors of the Company;

“EPS” earnings per share;

“EGM” 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;

“Form of Proxy” or “Proxy Form” the form of proxy (blue) attached to this Circular for completion and return, in

respect of the proposed corporate actions;

“Form of Surrender” 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;

“Global Share Certificate” the single certificate, registered in the name of the LuSE CSD or its nominee, and

representing dematerialised shares;

“Kwacha” or “K” or “ZMK” the legal tender of Zambia in which all monetary amounts in this Circular are

expressed unless otherwise indicated;

“Listing Requirements” the Listing Requirements of the LuSE, as amended from time to time;

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“the LuSE” 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” ordinary shares in the share capital of CCHZ;

“PACRA” the Patents and Company Registration Agency of Zambia;

“PBV ratio” price to book value ratio;

“PE ratio” price to earnings ratio;

“Record Date” Friday, 14 December 2012 being the applicable record date for the Consolidation;

“the Registrar of Companies” the Zambian Registrar of Companies, established pursuant to section 367 of the

Company’s Act;

“Resolutions” 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” the Securities Act, Chapter 354 of the laws of Zambia;

“the SEC” the Securities and Exchange Commission Zambia, a statutory body established

under the Securities Act Cap 354 of the laws of Zambia;

“Sponsoring Broker” Stockbrokers Zambia Limited;

“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;

“Transfer Secretary” Corpserve Share Transfer Agents

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Share Code: CCHZ

ISIN: ZM0000000227


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 1,000.00 each.

2. CONSOLIDATION OF CCHZ SHARE CAPITAL AND APPLICABLE TERMS AND CONDITIONS

The current par value of each CCHZ ordinary share is ZMK 1.00. The par value of each Consolidated Share will become ZMK 1,000.00 as a result

of the Consolidation on the basis of 1 for 1,000.

2.1 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 2013. 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 2013.

2.3 Details and implications of the Consolidation

Subject to approval and implementation, the Consolidation of the share capital of CCHZ will have the following impact:

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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

1,000.00 par value each;

2.3.2 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 1,000.00 par value each;

2.3.3 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;

2.3.4 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.

2.3.5 The Consolidation of shares will be effective on Monday, 17 December 2012 (“Consolidation Date”)

2.3.6 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 1,000.

2.4 Share capital before and after the Consolidation

Before the Consolidation After the Consolidation

Authorised share capital (Kwacha) 100,000,000,000 shares of K 1.00 each 100,000,000 shares of K 1,000.00 each

Issued share capital (Kwacha) 69,285,714,286 shares of K 1.00 each 69,285,714 shares of K 1,000.00 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 1,000.00 par value, with effect from Tuesday, 18 December 2012.

2.6 Last date to trade and Record Date

The Record Date, for purposes of the Consolidation is Friday, 14 December 2012. 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 2012.

2.7 Procedure to be followed by certificated shareholders for the Consolidation

2.7.1 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.

2.7.2 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.

2.7.3 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.

2.7.4 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 2012. 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.

2.7.5 Further instructions on the procedure to be followed by certificated shareholders are contained in the Form of Surrender.

2.7.6 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.

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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

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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 12,857 13

2,000 25,714 26

5,000 64,286 64

10,000 128,571 129

15,000 192,857 193

20,000 257,143 257

25,000 321,429 321

30,000 387,714 388

40,000 514,286 514

50,000 642,857 643

100,000 1,285,714 1286

500,000 6,428,571 6429

1,000,000 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

10,000,000 128,571,429 128,571

20,000,000 257,142,857 257,143

60,000,000 771,428,571 771,429

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

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C. OVERALL TIMELINE FOR CONSOLIDATION OF SHARES

Friday 09th November 12 EGM Announcement

• Publish EGM announcement • Post Circular • Publish Consolidation announcement (Record Date & Consolidation Ratios and Date)

Friday 07th December 12 Extraordinary General Meeting

• Consideration of Consolidation resolutions by shareholders • File resolutions with PACRA

Monday 10th 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 11th December 12 Last Day to Trade

• Last day for trading in CCHZ shares cum-entitlement for the Consolidation (T+0)

Wednesday 12th December 12 Trading in CCHZ shares suspended on the LuSE (T + 1)

• All CCHZ orders on the ATS withdrawn Friday 14th 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 17th 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 18th 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

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Share Code: CCHZ

ISIN: ZM0000000227


Directors

Guy D. Z Phiri (Independent Chairman), Joseph Ngosa (Non-Executive Director), Johan Swanepoel (Non-Executive Director)



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 13th AGM held on 05 July 2012.

3. 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 2013.

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 2013.

The current par value of each CCHZ ordinary share is ZMK 1.00. The par value of each Consolidated Share will become ZMK 1,000.00 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 2012.

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

1,000.00 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 1,000.00 par value each; and

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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.

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Share Code: CCHZ

ISIN: ZM0000000227


Directors




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 13th Annual General Meeting of the Company held on 5th

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 30th 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.

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CAVMONT CAPITAL HOLDINGS ZAMBIA PLC

(Incorporated in the Republic of Zambia, Company Registration Number: 41902)

Share Code: CCHZ

ISIN: ZM0000000227


Directors




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.

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Share Code: CCHZ

ISIN: ZM0000000227


Directors



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 37522

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.

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TO:

Corpserve Share Transfer Agents

Plot 3671, House Number 6

Mwaleshi Road

P O Box 37522

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: Stamp and address of agent lodging this form (if any)

Assisted by (if applicable):

(State full name and capacity)

Date:

Telephone number:

Postal address:

Email 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.

CAVMONT CAPITAL HOLDINGS ZAMBIA PLC - … Kabula Corpserve Share Transfer Agents PwC Place Stand...

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