Listing on ZSE and Acquisition of Celsys Limited (8227C)
08 Mai 2012 - 8:01AM
UK Regulatory
TIDMCMB
RNS Number : 8227C
Cambria Africa PLC
08 May 2012
Cambria Africa plc
("Cambria" or the "Company")
Listing on the Zimbabwe Stock Exchange and
Acquisition of the remaining shares of Celsys Limited
-- Cambria announces it intends to list on the Zimbabwe Stock Exchange (ZSE)
-- It is anticipated ZSE listing will be achieved through an
offer for all of the remaining shares in ZSE listed Celsys Limited
(Celsys) (ZSE:CELSYS)
-- Cambria's primary listing will remain on the AIM market of the London Stock Exchange
Cambria (AIM:CMB) is pleased to announce its intention to make
an offer for all of the remaining outstanding shares of Celsys
Limited (Celsys) (ZSE:CELSYS), which are currently traded on the
Zimbabwe Stock Exchange (ZSE)(the 'Transaction'). Cambria currently
already owns 60% of the outstanding shares of Celsys.
Cambria will make the offer for the outstanding Celsys shares
using Cambria shares or cash through a scheme of arrangement and,
as a result; subject to ZSE and Securities and Exchange Commission
('SEC') approvals, expects its Cambria shares to be traded on the
ZSE following the Transaction (the 'Proposed ZSE Listing'). Should
all Celsys shareholders accept Cambria shares the new shares issued
will amount to approximately 1.58 % of the enlarged share capital.
Should all Celsys shareholders accept the cash alternative the
amount payable will be approximately $192,000.
A scheme circular will be sent to Celsys shareholders upon
completion and a scheme meeting is scheduled for 28 May 2012. Upon
publication, a copy of the circular will be made available on the
Cambria website at www.cambriaafrica.com.
The Proposed ZSE Listing is a secondary listing for the Company
as its primary listing will remain on the AIM market of the London
Stock Exchange, where it has been listed since 2007.
Cambria believes the Proposed ZSE Listing is a natural
development for the Company given the majority of its assets are in
Zimbabwe. It also believes the Proposed ZSE Listing will increase
liquidity in its shares, leading to more efficient pricing, while
strengthening the growth prospects of the Company.
Importantly, Cambria is of the view that the Proposed ZSE
Listing will facilitate direct investment in Cambria by Zimbabwe
residents, corporations and financial institutions, providing the
Company with additional opportunities to access capital, broaden
its investor base, and make it a more integrated part of the
Zimbabwe business community.
Cambria will be the first secondary listing of a European
company on the ZSE since 1999; the first public listing of shares
on the ZSE since 2010; and, the second listing of shares on the ZSE
since introduction of US dollarization increased economic stability
in Zimbabwe.
Post-Transaction, Cambria will continue to take an active and
participative interest in the operations of Celsys and it has a
continuing plan for the future recapitalisation of Celsys to ensure
that the advances made to date in market share are preserved and
built upon. Taking Celsys private will result in cost savings for
Celsys while also increasing Cambria's ability to further integrate
Celsys into Cambria.
The Board wishes to highlight to its Shareholders completion of
the intended transaction will be dependent on a number of
conditions precedent, including certain regulatory approvals and
acceptance by Celsys shareholders of Cambria's offer for their
shares. Furthermore, the Proposed ZSE Listing is subject to the
approval of relevant authorities and there is no assurance it will
occur.
The Company has engaged Imara Corporate Finance to act as
financial adviser for the Transaction and the Proposed ZSE Listing.
It is anticipated the Transaction will be completed before the end
of July.
Commenting, Ian Perkins, non-executive Chairman of Cambria,
said: "Through this transaction Cambria will finally achieve its
long-term goal of listing on the Zimbabwe Stock Exchange; a natural
home for the Company given the majority of its investment portfolio
is located in Zimbabwe."
Edzo Wisman, CEO of Cambria ads: "We believe, given the exposure
Cambria receives in Zimbabwe there will be an increase in liquidity
of Cambria shares which will, in our view, lead to more efficient
pricing of Cambria shares. This transaction will also finally allow
the broader Zimbabwe public and investment community to easily
acquire shares in the Company."
About Cambria Africa plc
Cambria Africa plc, quoted on the AIM market of the London Stock
Exchange, is a long term, active investment company, building a
portfolio of investments primarily in Zimbabwe.
Contacts
Cambria Africa plc www.cambriaafrica.com
Ian Perkins +44 (0) 7831 674 585
Edzo Wisman +263 (0) 4 852 434
WH Ireland Limited www.wh-ireland.co.uk
James Joyce / Nick Field +44 (0) 20 7220 1666
This information is provided by RNS
The company news service from the London Stock Exchange
END
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