Background

Shareholders of ZCCM Investment Holdings (“Shareholders”) (“ZCCM-IH”) will be aware that in February 2016, ZCCM undertook to subscribe for all shares not subscribed for by other Investrust Bank Plc (“Investrust”) shareholders in the Investrust Rights Offer (the “Rights Offer”). This resulted in ZCCM-IH’s shareholding in Investrust to increase from 10% to 48.6%. As a result, ZCCM-IH was required to proceed with a Mandatory Offer to all the other shareholders in Investrust in accordance with Rule 56 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, Chapter 354 of the Laws of Zambia (the “Securities Act”).

However, as provided for in the Takeovers Rules, ZCCM-IH opted to apply to the Securities and Exchange Commission (“SEC”) for a waiver to proceed with a Mandatory Offer which was granted by the SEC on 21 October 2016 on condition that ZCCM-IH will sell-down its shareholding in the Bank to below 35% by 21 October 2017.

Hitherto, ZCCM-IH has only managed to sell 3.2% and ZCCM-IH thus currently has a shareholding of 45.4% in the Bank.

Notification of Intention to Undertake a Mandatory Offer to Investrust Shareholders

ZCCM-IH has now resolved that it would immediately and prior to the expiration of the waiver period proceed to undertake a Mandatory Offer to all Minority Shareholders in Investrust and thus, on 18 May 2017, ZCCM-IH formally notified the Board of Investrust of its intentions to proceed with a Mandatory Offer to the Minority Shareholders of Investrust prior to the 21 October 2017 deadline.

ZCCM-IH is currently in discussions with Investrust on the process and timing of the Mandatory Offer and will provide further information once the discussions have been concluded.

Accordingly, and in the meantime, Shareholders are advised to exercise caution when dealing in the Company’s securities until a full announcement is made.

By Order of the Board
Chabby Chabala
Company Secretary

Issued in Lusaka, Zambia on 29 May 2017

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First Issued on 29 May 2017