Last checked at 22 Apr 2009 16:39
22 April 2009
LONZIM PLC
("LonZim" or "the Company")
Requisitioned General Meeting
The Company announces that it has been served by Pershing Nominees Limited on behalf of AMB Capital (Ireland) Limited ("AMB"), a company that has recently acquired 20.75% of the Company's issued share capital a requisition to convene an Extraordinary General Meeting ("EGM") of its shareholders. The Company is also informed by AMB that this requisition is supported by Damille Partners IV, which has recently acquired a beneficial interest of 6.46% of the Company's issued share capital.
The Company will consider the timing and form of the resolutions to be put to shareholders but notes that any AMB requisitioned EGM would most likely be held in June in accordance with the provisions in the Company's Articles of Association for calling an EGM.
This will be after the Company's Annual General Meeting ("AGM") which has already been convened for 30th April 2009.
The resolutions are to remove all of the current executive directors of LonZim Plc, appoint four new AMB nominated Directors and to replace the Company's current investment policy with a new policy for the divestment of LonZim's assets and the return of capital by the end of 2010.
The Board regards the AMB proposed investment policy to wind down the business of the Company as a divestment policy which would attract significant political and commercial risk and is not in the best interest of shareholders.
As set out in LonZim's admission document, at the time of flotation in December 2007, the Company's investments in the Zimbabwean region are strategic and long term the success of which is dependent on a resurgence in the Zimbabwean economy where Lonzim is successfully developing an attractive portfolio of assets.
The Zimbabwean economy has only just started showing signs of progress following the substantial improvement in the political and economic landscape. In the view of the Board, a break-up or divestment strategy will deprive shareholders of the benefit of this progress in the country and significant potential increase in the value of the Company's investments as the external environment continues to improve. A sale of the portfolio in a market where buyers are rare and the Company's strategy of investing in and growing the businesses is as yet unfinished, is value destructive and inconsistent with the objective of maximising value for the shareholders.
The EGM will, be convened in due course and the Board, including the independent non-executive directors, recommend that shareholders vote against all of the AMB proposed resolutions at the EGM.
The Company will be writing to shareholders shortly to convene an EGM and to more fully present its views on the resolutions proposed by AMB.
The AGM of the company remains scheduled as planned for 30th April at The Oak Room, Le Meridien Hotel, 21 Piccadilly, London, W1J 0BH, at which resolutions are proposed to re-appoint the board and to approve the Company's investment policy as set out in the circular accompanying the notice of AGM. All shareholders are encouraged to vote in favour of the proposed AGM resolutions. Proxy forms were distributed to shareholders with the Annual Report and are available on the company website www.lonzim.co.uk
David Lenigas, Chairman of the Company, commented as follows:
'LonZim Plc was established to invest in the recovery of Zimbabwe. It is the only company in the international market doing so. LonZim is making good progress in line with the investment objectives agreed by its shareholders and has invested in companies that will be an essential part of the economic recovery of the country. Foreign direct investment is essential for economic recovery in Zimbabwe and as such LonZim was established as a means for investors to participate in the future growth of Zimbabwe.
To divest the portfolio now is to sell out far too soon before realising the true potential value of our investments and is a short sighted strategy which will deprive shareholders of significant value.
As well as being a backward step for the Company, to walk away from Zimbabwe as a country, at this critical juncture, is to abandon the country and its people at the worst possible time."
The resolutions contained in the requisition are as follows:
"THAT the investment objective of the Company be amended to be: "The investment objective of the Company is to manage the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 31 December 2010"." Note 1
"THAT David Anthony Lenigas be and is hereby removed from the office of director of the Company with immediate effect."
"THAT Geoffrey Trevor White be and is hereby removed from the office of director of the Company with immediate effect."
"THAT Emma Kinder Priestley be and is hereby removed from the office of director of the Company with immediate effect."
"THAT Jean McKay Ellis be and is hereby removed from the office of director of the Company with immediate effect."
"THAT Rhys Cathan Davies be and is hereby appointed a director of the Company with immediate effect."
"THAT Brett Miller be and is hereby appointed a director of the Company with immediate effect."
"THAT Christopher Michael Vosloo be and is hereby appointed a director of the Company with immediate effect."
Note 1:
The Company understands that the requisitioner proposes to slightly amend the wording of this resolution to read:
THAT the investment objective of the Company be amended to be: "The investment objective of the Company is to manage the sale of the Company's investment portfolio and to maximise the return of invested capital to shareholders during the period ending on 31 December 2010"."
The proposed changed wording has been highlighted. The Company will provide an update on any revision when received.
ENQUIRIES
| LonZim Plc | +44 (0)20 7016 5105 |
| David Lenigas, Executive Chairman | +44 (0)7881 825 378 |
| Geoffrey White, Chief Executive Officer | +44 (0)7717 307 308 |
| Emma Priestley, Executive Director | +44 (0)7867 785 177 |
| WH Ireland Ltd: NOMAD and Broker | |
| James Joyce | +44 (0) 207 220 1666 |
| Sarang Shah | |
| Philip Haydn-Slater (Broker) | |
| Pelham Public Relations | |
| Charles Vivian | +44 (0) 20 7337 1538 +44 (0) 7977 297903 |
| James MacFarlane | +44 (0) 20 7337 1527 +44 (0) 7841 672831 |