Zccm Investments Holdings Plc Regulatory News (ZCC)

 Investors

ZCCM-IH, Ministry of Finance and National Planning (MoFNP)

Business description

ZNEC will be responsible for the implementation of the Presidential Constituency Energy Initiative ("PCEI"), aiming to deploy renewable energy solutions across all 156 constituencies in Zambia, with an estimated 2 MW per constituency, representing a total target installed capacity of 312 MW.

ZNEC Investment Salient Features

· Total Investment Cost: USD 202 million.

· Financing Structure:

Ø 70% debt (USD 141.4 million)

Ø 30% equity (USD 60.6 million)

· ZCCM-IH Equity Contribution: USD 36.36 million

· MoFNP Equity Contribution: USD 24.24 million

ZNEC Shareholding Structure

· ZCCM-IH: 60%

· MoFNP (GRZ): 40%

Conditions Precedent include:

Not Applicable

Effective Date/Incorporation Date

12th December 2025

Transaction Categorization

· As of 12 January 2026, using Boz mid-rate of 19.43

ZCCM-IH Market Cap = USD 1,375.92 million

Transaction Consideration = USD 36.36 million

· Accordingly, the percentage ratio of the consideration to the market capitalisation of ZCCM IH is 2.64%.

· Due to MoFNP participating as an equity investor in the SPV while being a shareholder in ZCCM-IH; this transaction qualifies as a Small Related Party Transaction under Section 10 of the Lusaka Securities Exchange Listing Rules.

· As the transaction qualifies as a small related party transaction, the requirements to issue a circular and obtain shareholder approval do not apply. In line with Section 10, the Company may proceed with the transaction provided it issues an announcement and obtains written confirmation from an independent professional expert confirming that the transaction is fair to ZCCM-IH shareholders. Should the transaction be deemed unfair, the Company will be required to comply with the full requirements of Section 10, including obtaining shareholder approval.

Independent Fairness Opinion Confirmation

· The Independent Expert ("the Expert") has not yet undertaken the Independent Fairness Opinion. Accordingly, ZCCM Investments Holdings Plc ("ZCCM-IH" or the "Company") sought and obtained a waiver from the Lusaka Securities Exchange ("LuSE") permitting the deferment of the Independent Fairness Opinion in order for ZCCM-IH to conclude the procurement process of engaging an independent expert as contained in the Public Procurement Act. The Independent Fairness Opinion will be commissioned and made available to shareholders immediately upon issuance, and in any event within a period of six (6) months. Should the Independent Fairness Opinion conclude that the transaction is not fair to shareholders, the Company shall promptly seek shareholder approval in accordance with the LuSE Listings Rules and applicable regulatory requirements and take all necessary corrective measures.

Amendment of Articles of Association Confirmation

· In accordance with Section 9.16 of the LuSE Listings Requirements, ZCCM-IH hereby confirms that, as the incorporation of ZNEC has resulted in it becoming a subsidiary company of ZCCM-IH as defined in the Act, in this regard the Articles of Association of ZNEC will be amended to conform to Schedule 10.

Related Party

· Ministry of Finance and National Planning (MoFNP)

Rationale for the Transaction

The incorporation of ZNEC aligns with ZCCM-IH's mandate and strategic focus on investing in energy security and renewable energy expansion. The key benefits include:

· Strengthening and expanding ZCCM-IH's footprint in the energy sector thereby increasing Zambia's renewable energy generation capacity

· Enhancing energy security in underserved areas

· Creating opportunities for local economic development

Before

Pro Forma Adjustments

After

Percentage change (%) 

EPS (ZMW)

247.80

2.48

250.28

1.00%

HEPS (ZMW)

(29.07)

2.48

(26.59)

-8.54%

NAV per share (ZMW)

325.02

2.48

327.50

0.76%

Ordinary Shares in issue ('000)

 160,800.29

-

 160,800.29

0.00%

Shares in issue ('000)

 160,800.29

-

 160,800.29

0.00%

Weighted average number of Ordinary Shares in issue ('000)

 160,800.29

-

 160,800.29

0.00%

Lusaka Securities Exchange Sponsoring Broker

T | +260-211-232456

E | advisory@sbz.com.zm

W | www.sbz.com.zm

Stockbrokers Zambia Limited (SBZ) is a member of the Lusaka Securities Exchange and is regulated by the Securities and Exchange Commission of Zambia

First Issued on 19 January 2026