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Update on the final liquidation of Messina
ZCI Limited
(Bermudian registration number 661:1969
(South African registration number 1970/000023/10)
JSE share code: ZCI ISIN: BMG9887P1068
Euronext share code: BMG9887P1068
("ZCI" or "the Company" or “the Group”)
UPDATE ON THE FINAL LIQUIDATION OF MESSINA
Shareholders are referred to the announcements released by ZCI from 18 November 2015 to 30 May 2016,
and the cautionary announcement released by the Company on 9 October 2015 in relation to the funding
requirements of the Group and also wherein shareholders were informed that the Botswana High Court had,
on 11 December 2015, made final the provisional winding up order in respect of Messina Copper (Botswana)
Proprietary Limited (“Messina”), the operating subsidiary of ZCI’s subsidiary, African Copper Plc (“ACU”).
Shareholders are further referred to the cautionary announcement and quarterly update to shareholders of
the Company released by ZCI on 15 April 2016, wherein shareholders were advised that the First Meeting of
Creditors was held on 15 March 2016, and Mr Butler Phirie of PricewaterhouseCoopers Botswana being
appointed as substantive Liquidator (the “Liquidator”), and the renewals of this cautionary announcement
released by ZCI on 30 May 2016 and the 11 July 2016.
Shareholders are advised that a second meeting of creditors of Messina was held on 28 July 2016 in the
High Court of Botswana in Lobatse, Botswana, (the “Second Meeting of Creditors”), where it was resolved
that the Liquidator be authorised to accept an offer in respect of the disposal of the assets of Messina (the
“Offer”), subject to agreement to suspensive conditions to the Offer being met by 28 October 2016, being
within 3 months from the date of the Second Meeting of Creditors.
The salient features of the Offer include a cash distribution to creditors upon closing of the proposed
transaction; an unsecured shareholders loan in favour of ZCI by a new Botswana company registered for the
purposes of acquiring Messina’s assets (“NewCo”); and an equity subscription in favour of ZCI in NewCo.
The Offer is subject to a range of suspensive conditions including the completion of financing due diligence
and it is ZCI’s expectation that the Liquidator will now commence negotiations with the preferred bidder and
report to Messina’s creditors once the Offer terms have been finalised and suspensive conditions have been
met. The terms of the Offer will be announced in due course.
The Second Meeting of Creditors further resolved that the Liquidator's report tabled at the meeting be
approved and adopted.
Messina currently has interest-bearing loans (including accrued interest) with ZCI totalling US$104.9 million,
excluding the existing convertible loan of a further US$7.4 million. As at the date of this announcement, the
board of directors of ZCI cannot reliably estimate the extent of any potential proceeds arising as a result of
the liquidation proceedings. The Company will provide updates to stakeholders as and when further
information becomes available.
Bermuda
2 August 2016
Sponsor: Bridge Capital Advisors Proprietary Limited
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