REG - Zambeef Products PLC - Further Cautionary Announcement

Zambeef ProductsAnnouncement

10/02/2026 07:00

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RNS Number : 3215S  Zambeef Products PLC  10 February 2026

 

ZAMBEEF PRODUCTS PLC

[Incorporated in the Republic of Zambia]

Company registration number: 31824

Share Code: ZAMBEEF

ISIN: ZM0000000201

 

FURTHER CAUTIONARY ANNOUNCEMENT

 

AND

EXTRAORDINARY GENERAL MEETING

 RE: CONVERSION OF PREFERENCE SHARES

 

BII TO SEEK APPROVAL FROM INDEPENDENT SHAREHOLDERS TO WAIVE THEIR RIGHT TO
PARTICIPATE IN A MANDATORY TAKEOVER OFFER THAT WOULD OTHERWISE ARISE PURSUANT
TO A CONVERSION OF ITS PREFERENCE SHARES

 

 

Background

 

Further to the Cautionary Announcement dated 16 September 2024, and subsequent
cautionary announcements on the same subject matter, the latest being on 23
December 2025, and in accordance with the Lusaka Securities Exchange ("LuSE")
Listings Requirements, shareholders are reminded that in 2016 British
International Investment plc ("BII"), formerly CDC Group Plc, acquired 52.6
million ordinary shares and 100,057,658 convertible redeemable preference
shares ("Preference Shares") in Zambeef Products plc ("Zambeef" or the
"Company").

 

The details of this transaction are as set out in the Company's announcement
of 4 August 2016, via the Stock Exchange News Service ("SENS") of the LuSE,
and in the Investment Agreement between BII and the Company, both of which can
be found on the Company's website  (https://zambeefplc.com/
(https://zambeefplc.com/) ).

 

The date of 16 September 2024 was the eighth anniversary of BII's investment
in the Company. After this date, the conversion ratio applicable to a
conversion of BII's Preference Shares increased from one new ordinary share
per converted Preference Share to 3.0833 (recurring) new ordinary shares per
converted Preference Share (the "Conversion").

 

 

 

 

Conditional Waiver from the Requirement to make a Mandatory Takeover Offer
granted to BII by the SEC

 

Shareholders are hereby advised that BII submitted an application to the
Securities and Exchange Commission of Zambia ("SEC") requesting a waiver from
the requirement to make a mandatory offer ("MTO") pursuant to Rule 56 of The
Securities (Takeovers and Mergers) Rules, 1993 (the "Takeovers and Mergers
Rules").

 

A mandatory offer would be triggered in the event that BII converted its
Preference Shares, thereby increasing its voting rights beyond the mandatory
offer voting rights threshold of 35%. By a letter dated 29 September 2025, the
SEC granted BII a conditional waiver from such requirement, on condition that
BII obtains approval from the independent shareholders, by way of an ordinary
resolution, to waive their rights to participate in the MTO that would
otherwise arise pursuant to the Conversion.

 

BII has now formally informed the Board of Zambeef of its decision to seek the
approval of the independent shareholders to waive their right to participate
in an MTO that would otherwise arise pursuant to the Conversion. The Board
considered the matter and will convene an Extraordinary General Meeting
("EGM").

 

While BII has not yet exercised its right to convert the Preference Shares
under the Investment Agreement, doing so would convert its 100,057,658
Preference Shares into Ordinary Shares, and BII's voting rights in Zambeef
would increase from 34.85% (17.50%) deriving from the Ordinary Shares and
17.35% deriving from the Preference Shares) to approximately 59.29%. Under the
Takeover and Mergers Rules, this would trigger an MTO requirement unless a
waiver is granted.

 

Under a mandatory offer, shareholders have the right to either sell their
shares to BII or to retain their holdings in the Company.

 

Accordingly, the Company is required to issue to shareholders a notice of an
EGM for the shareholders to consider the matter, and the notice of EGM,
together with an information memorandum, will be available shortly.

 

For further information, please visit www.zambeefplc.com
(http://www.zambeefplc.com) or contact the following:

 

Zambeef Products Plc

Faith Mukutu, Chief Executive
Officer
Tel: +260 (0) 211 369003

Patrick Kalifungwa, Chief Financial Officer

 

Autus Securities Limited

(Sponsoring Broker)

Mataka Nkhoma (Sponsoring Broker)
 
                           Tel: +260 (0) 211 840 513

 

Cavendish Capital Markets Ltd (Nominated Adviser and Broker)

Ed Frisby/Isaac Hooper (Corporate Finance)
 
            Tel: +44 (0) 20 7220 0500

Tim Redfern (ECM)

 

By order of the Board

Mwansa M Mutimushi

Company Secretary

 

 

Notes to Editors

Zambeef Products Plc is the largest integrated cold chain food products and
agribusiness company in Zambia and one of the largest in the region, involved
in the primary production, processing, distribution and retailing of beef,
chicken, pork, milk, dairy products, fish, flour and stockfeed, throughout
Zambia and the surrounding region, as well as Nigeria and Ghana.

 

It has 248 retail outlets throughout Zambia and West Africa.

 

The Company is one of the largest suppliers of beef in Zambia. Five beef
abattoirs and three feedlots are located throughout Zambia, with a capacity to
slaughter 230,000 cattle a year. It is also one of the largest chicken
producers in Zambia, with a capacity of 12.5 million broilers and
31.2-million-day-old chicks a year. It is one of the largest piggeries, pig
abattoirs and pork processing plants in Zambia, with a capacity to slaughter
102,000 pigs a year, while its dairy has a capacity of 140,000 litres per day.

 

The Group is also one of the largest cereal row cropping operations in Zambia,
with approximately 7,254 hectares of row crops under irrigation, which are
planted twice a year, and a further 7,943 hectares of rainfed/dry-land crops
available for planting each year.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the EU Market Abuse
Regulation (596/2014) as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended. Upon the publication of
this announcement via a regulatory information service, this information is
considered to be in the public domain.

 

Issued in Lusaka, Zambia on 10 February 2026

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