NMBZ Holdings Ld
27 July 2006
(Incorporated in Zimbabwe on 6 March 1995 under company registration number 1714
/95)
Directors: Dr. G M Mandishona (Chairman), Dr. D T Hatendi (CEO)*, M L dos
Remedios*, JP de la Fargue, Dr. J T Makoni, A M T Mutsonziwa, J A Mushore, Mrs.
D J Sibanda * Executive
Address: 1st Floor, Unity Court, Cnr 1st Street/ Kwame Nkrumah Avenue, Harare.
Website: www.nmbz.co.zw
ANNOUNCEMENT TO SHAREHOLDERS OUTLINING THE SALIENT FEATURES OF
THE RIGHTS OFFER AND
NOTICE OF CLOSURE OF NMBZ SHARE REGISTER
Financial Advisors Reporting Accountants and Auditors
IMARA CORPORATE FINANCE KPMG CHARTERED ACCOUNTANTS (ZIMBABWE)
ZIMBABWE (PRIVATE)
LIMITED
Sponsoring Brokers Transfer Secretaries
RENAISSANCE SECURITIES FIRST TRANSFER SECRETARIES
(PRIVATE) LIMITED
Members of the Zimbabwe
Stock Exchange
Underwriter Legal Advisors
OLD MUTUAL LIFE ASSURANCE GILL, GODLONTON & GERRANS
ZIMBABWE LIMITED
1. Introduction
This summary presents the salient information regarding the renounceable rights
offer ('Rights Offer') to the registered holders of ordinary shares in NMBZ ('
NMBZ Shareholders'), as at Friday 4 August 2006 (Record Date), to subscribe for
approximately 688 369 778 (six hundred and eighty-eight million three hundred
and sixty-nine thousand seven hundred and seventy-eight) Rights Offer shares, at
a price of Z$1 500.00 (one thousand five hundred dollars) each, payable in full
on acceptance, on the basis of 4 (four) new Rights Offer shares for every 5
(five) ordinary shares held at the Record Date.
The detailed terms and conditions of the Rights Offer are more fully set out in
the Circular to Shareholders ('Circular') to be sent out on or about Monday 31
July 2006. The Circular should be read in its entirety for the full
appreciation of the rationale for and implications of the Rights Offer, as well
as to determine the action required by NMBZ Shareholders with respect to the
Rights Offer.
This announcement should accordingly, be read in conjunction with the Circular,
and with reference to the definitions contained therein.
2. Details and rationale for the Rights Offer
The Board is proposing a Rights Offer to raise approximately Z$1 000 000 000 000
(one trillion Zimbabwe dollars), net of expenses, to fund the Bank's
re-capitalisation. The Company's authorised share capital will be increased to
give effect to the Rights Offer and to ensure there is adequate provision for
future transactions.
The need and reasons for a rights offer are based on the following
considerations:
• The Zimbabwe dollar equivalent of the RBZ minimum capital requirement
of US$ 10 million has risen to ZW$1 Trillion, using the prevailing exchange rate
as at 31 December 2005.
• The additional capital equates to additional liquidity to cushion the
Bank against any short term shocks from the market without adversely and
materially affecting the Bank's profitability;
• A liquid and well capitalised bank creates more opportunities for NMB
Bank to participate in the interbank market and attract additional depositors'
funds; and
• The rights issue route is the generally preferred route by the ZSE in
that it allows all current shareholders the opportunity to participate in the
exercise to re-capitalise their bank so as not to dilute their respective
ownership. Furthermore, the process is the most transparent and equitable in
fixing a realistic rights issue price without prejudicing existing shareholders,
who have a pre-emptive right to maintain their stakes.
Set out below is an analysis of the application of the funds expected to be
raised, through the proposed Rights Offer:
Funds (Z$M)
Re-Capitalisation of Current Operations 1 002 555
Estimated expenses of the Rights Offer 30 000
Gross proceeds of the Rights Offer(OM1) 1 032 555
This should enable the Bank to meet its immediate requirements and provide the
platform for future growth.
3. Terms of the Rights Offer
In terms of the Rights Offer, approximately 688 369 778 (six hundred and
eighty-eight million three hundred and sixty-nine thousand seven hundred and
seventy-eight) Rights Offer Shares will be offered to existing holders of
ordinary shares, registered as such at the close of business on Friday 4 August
2006 ('Record Date') for subscription in cash at a price of Z$1 500.00 (one
thousand five hundred dollars) each, payable in full on acceptance, on the basis
of 4 (four) new Rights Offer shares for every 5 (five) NMBZ Shares held on the
Record Date. The Rights Offer Shares will be listed on the ZSE with effect from
Monday 4 September 2006.
4. NMBZ's share capital structure before and after the Rights Offer
4.1 Share capital before the Transaction
Number of Nominal
NMBZ Shares Value (Z$M)
Current authorised share capital:
Ordinary Shares of a nominal value of Z$0,25 each 1 250 000 000 312,5
Current issued and fully paid share capital:
Ordinary Shares 860 462 223 215,1
Authorised but unissued Ordinary Shares currently under the control of the 389 537 777 97.4
Directors
4.2 Share Capital after Transaction
Set out below is an analysis of the authorised and issued share capital of NMBZ,
after the proposed Rights Offer:
Number of Nominal
NMBZ Shares Value (Z$M)
Authorised share capital:
Ordinary Shares of a nominal value of Z$0,25 each 2 250 000 000 562,5
Issued and fully paid share capital:
Ordinary Shares 1 548 832 001 387,2
Authorised but unissued Ordinary Shares currently under the control of the 701 167 999 175,3
Directors
Approximate number of Ordinary Shares to be issued in terms of the Underwriting 7 772 638 1,9
Agreement
Authorised but unissued Ordinary Shares currently under the control of the 693 395 361 173,3
Directors after Underwriting shares have been issued
5. Summary of NMBZ's two-year inflation adjusted and historical
financial performance
12 months ended 31 December
Inflation Adjusted Historical
2005 2004 2005 2004
Attributable Profit/(Loss) (Z$ 220 461 (295 432) 325 390 (10 125)
M)
Earnings/(Loss) per share
(cents)
Basic 44 275 (69 219) 65 347 (2 272)
Headline 42 687 (54 529) 57 543 (5 399)
Diluted basic 41 709 (68 432) 61 561 (2 345)
Diluted headline 40 214 (53 908) 54 209 (5 338)
Dividend per share (cents) - -
NAV per share (cents) 95 746 122 788 46 713 2 869
Shares in issue at the end of 853 609 624 426 804 812 853 609 624 426 804 812
the period
Weighted average number of 497 938 947 426 804 812 497 938 947 426 804 812
shares in issue during the
period
6. NMBZ EGM
To give effect to the Transaction, NMBZ shareholders are being asked to attend
the EGM to be held at 4th Floor Unity Court, Corner First Street/Kwame Nkrumah
Avenue, Harare at 1430 hours on Friday 28 July 2006 to approve the Resolutions,
details of which were set out in a Notice to Shareholders which was published in
the press and sent out to shareholders on Thursday 6 July 2006.
7. Action to be taken by NMBZ Shareholders
In order to participate in the Renounceable Rights Offer, persons who have
acquired NMBZ shares which have not been registered in their names should ensure
that such registration is effected on or before the close of business on the
Record Date being 16:30 hours on Friday 4 August 2006.
8. Important dates
Important dates
2006
Notice of EGM Published in the press Thursday 6 July
Last Practicable Date Tuesday 18 July
Notice of the Record Date Published Friday 21 July
NMBZ EGM (1430 Hours) Friday 28 July
Circular containing details of the Rights Offer posted Monday 31 July
Record Date Friday 4 August
NMBZ share register closed (at 16:30 hours) Friday 4 August
Letters of Allocation posted Friday 4 August
Rights Offer opens; securities listed ex rights; dealing commences in Letters of Monday 7 August
Allocation
NMBZ register re-opens Monday 7 August
Last day for dealing in Letters of Allocation Wednesday 23 August
Last day of splitting Letters of Allocation (at 12:00 hours) Thursday 24 August
Last day for payment; Rights Offer closes (at noon); postal receipts close (at 16:00 Friday 25 August
hours)
Date of allotment of Rights Offer Shares Wednesday 30 August
Expected date of listing of Rights Offer Shares on the ZSE Monday 4 September
Rights Offer share certificates posted Monday 4 September
Notes:
• The above dates are subject to change and any amendments will be published in the press
• All transactions on the ZSE in NMBZ Shares on the dates of the Rights Offer will be for immediate
settlement
• Existing NMBZ Share Certificates will remain good for delivery, whilst new share certificates will
be distributed for the Rights Offer Shares as indicated above
9. Record Date
Shareholders are advised that, subject to the approval of the Resolutions at the
EGM, the NMBZ Share Register will close on Friday 4 August 2006 at 1630 Hours,
being the Record Date, and will reopen on Monday 7 August 2006.
10. Delivery/ Collection of Letters of Allocation and Circular to
Shareholders
Shareholders are advised that although the Letters of Allocation and the
Circular to Shareholders will be sent out to all holders of NMBZ Ordinary
Shares, registered as such at close of business on Friday 4 August 2005,
Shareholders may also contact First Transfer Secretaries (Private) Limited
('FTS') regarding their Letters of Allocation and collect the Circular from any
of the persons mentioned in the Annexure to this notice.
11. Queries
If you have any questions on any aspects of this notice or the Circular, please
contact your stockbroker, accountant, banker, legal practitioner or other
professional advisor, or Sean Gammon or Chai Musoni at Imara Corporate Finance
Zimbabwe (Private) Limited, Block 2, Tendeseka Office Park, Samora Machel
Avenue, Eastlea, Harare, Zimbabwe; Telephone number +263 4 701320; Fax +263 4
701319; E-mail: seang@imaracapital.com or chaim@imaracapital.com.
BY ORDER OF THE BOARD
Company Secretary and Registered Office: Transfer Secretaries:
M. B. Narotam First Transfer Secretaries (Private) Limited
1st Floor 4th Floor, Gold Bridge North
Unity Court Eastgate Building
Corner 1st Street/ Kwame Nkrumah Avenue Corner Robert Mugabe/ Sam Nujoma Street
(P. O Box 2564) (P. O Box 11)
Harare Harare
Date: Wednesday 19 July 2006
Annexure
Shareholders are advised that Letters of Allocation and the Circular will be
posted from Friday 4 August 2006. In the event that there are any delays in
receiving the Letters of Allocation and the Circular, Shareholders may contact
FTS regarding their Letters of Allocation at the address detailed below.
Shareholders may also collect the Circular from FTS and any one of the following
NMB Bank Limited branches:
Harare: Gweru:
Edgar Mabhiza The Manager
First Transfer Secretaries (Private) Limited NMB Bank Limited
4th Floor, Gold Bridge North Robert Mugabe Road
Eastgate Building Gweru
Corner Robert Mugabe/ Sam Nujoma Street
(P.O Box 11) Harare
Bulawayo: Mutare:
The Senior Manager The Manager
NMB Bank Limited NMB Bank Limited
NMB Centre Embassy Building
Corner George Silundika Avenue/ Leopold Takawira Street Corner Aerodrome Road/ Second Street
Bulawayo Mutare
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