Wrap Text
Renewal of cautionary announcement
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”)
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the announcements released by ZCI from 18 November 2015 to 14 November
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 also referred to the cautionary announcement released by ZCI on 15 April 2016,
wherein shareholders were advised of the first meeting of creditors of Messina held on 15 March 2016 and of
the appointment of the substantive Liquidator (the “Messina Liquidator”), the subsequent renewals of this
cautionary announcement released by ZCI from 30 May 2016 to 14 November 2016, and the announcement
released by ZCI on 2 August 2016, wherein shareholders were advised that a second meeting of creditors of
Messina was held on 28 July 2016, where it was resolved that the Messina Liquidator be authorised to
accept an offer in respect of the disposal of the assets of Messina (the “Offer”), subject to agreement to the
suspensive conditions to the Offer being met by 28 October 2016 (the “Longstop Date”) and the subsequent
announcement wherein Shareholders were advised that the Longstop Date was extended until 30 November
2016. Shareholders are further referred to the announcement released by ZCI on 17 November 2016
wherein Shareholders were informed that the Messina Liquidator has received a proposal from the preferred
bidder, Leboam Holdings (Pty) Ltd (“Leboam”) to acquire the Messina assets subject to certain suspensive
conditions to the Offer being satisfied.
Shareholders are advised that a third meeting of creditors of Messina was held on 16 December 2016 in the
High Court of Botswana in Lobatse, Botswana (the “Third Meeting of Creditors”), where it was resolved that
the Messina Liquidator be authorised to accept an amended offer in respect of the disposal of the assets of
Messina (the “Amended Offer”). Transfer of the assets of Messina pursuant to the Amended Offer is subject
to a range of suspensive conditions including the execution by Leboam of financing agreements and
Botswana government approval of the transfer of mining licences and land leases. Subject to satisfaction of
all suspensive conditions and a successful fundraising by Leboam, ZCI will receive (no later than 15 May
2017) a cash distribution, an unsecured shareholders loan in favour of ZCI by Leboam and an equity interest
in favour of ZCI in Leboam.
The Third Meeting of Creditors further resolved that the Messina Liquidator's report tabled at the meeting be
approved and adopted, and that the Messina Liquidator’s request for permission to extend the liquidation
process to 30 June 2017 be granted.
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
these liquidation proceedings.
In addition, shareholders are referred to the announcement released by ZCI on 1 September 2016, wherein
shareholders were advised of a meeting of members of ACU, held on 31 August 2016, where the members
of ACU voted in favour of the voluntary liquidation of ACU and the appointment a Liquidator (the “ACU
Liquidator”), and the subsequent meeting of the creditors of ACU held on 31 August 2016, where the
creditors of ACU voted in favour of the appointment of the ACU Liquidator.
Shareholders are advised that the voluntary liquidation of ACU remain in progress and that 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 these voluntary liquidation proceedings.
The Company will provide updates to stakeholders as and when further information becomes available.
Accordingly, shareholders are advised to exercise caution when dealing in ZCI shares until such date as
further information in relation to the above matters, including the full financial impact thereof, has been made
available.
As a result of the events explained above, the board of directors of ZCI are still currently not able to provide a
date on which the suspension of trading, in securities of ZCI, is expected to be lifted, as is required in terms
of Section 1.10(c) of the JSE Limited Listings Requirements.
Bermuda
20 December 2016
Sponsor: Bridge Capital Advisors Proprietary Limited
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