7/29/2019 CBZ Nil cost dealing facility - NCDF.pdf

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, IMMEDIATELY SEEK ADVICE FROM A STOCKBROKER, BANKMANAGER, LEGAL PRACTITIONER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR.

IF YOU NO LONGER HOLD ANY SHARES IN CBZ HOLDINGS LIMITED, SEND THIS DOCUMENT, AS SOON AS POSSIBLE, TO THESTOCKBROKER, BANK OR TRANSFER SECRETARIES.

INFORMATION MEMORANDUM TO SHAREHOLDERSRegarding

A NIL COST DEALING FACILITY

1. DEFINITIONS

The ollowing denitions apply throughout this circular and the accompanying Proxy Form, unless the context requires otherwise:

CBZ Holdings Limited A Public Company incorporated in terms o the laws o Zimbabwe and listed on the ZSE.

CBZ Holdings Limited Shares

Company

Ordinary shares o US$0.01 (one cent each) in the share capital o CBZ Holdings Limited.

CBZ Holdings Limited

Shareholder A holder o CBZ Holdings Limited shares.

Eligible Shareholder A holder o CBZ Holdings Limited shares not exceeding 5 000 shares.

Nil Cost Dealing FacilityA trading acility in CBZ Holdings Limited shares which gives eligible shareholders an op-portunity to sell all o their shareholding in CBZH ree o all dealing costs and commissions.

Iden ti ty Pa rt icul ar s A N at io na l Iden ti ty C ar d or a va li d Dr iv er s L icen se o r Pa ss po rt .

2. INTRODUCTION

2.1 Share buyback

The Directors o CBZ Holdings Limited, (CBZH) were authorized to buy back the companys shares through a Special Resolu-tion passed at the 2012 Annual General Meeting and this mandate was urther extended at the Companys AGM held on 30April 2013. The Directors were authorized in terms o article 11(b) o the Companys Articles and subject to sections 78 to 79o the CompaniesAct (Chapter 24:03) to purchase the Companys own shares subject to the ollowing:

i. That the purchase price shall not be lower than the nominal value o the Companys shares and not greater than5% nor 5% below the weighted average trading price or such ordinary shares traded over 5 business working daysimmediately preceding the date o the purchase o such shares by the Company.

ii. That the shares secured under this resolution shall be ordinary shares in the Company and the maximum numbero shares that may be acquired shall not exceed 10% o the ordinary shares o the Company in issue prior to thisresolution.

iii. That this authority shall expire on the date o the next Annual General Meeting o the Company.iv. That the shares purchased shall be held or treasury purposes.

2.2 Purpose

The purpose o this circular is to enable CBZH to make an oer to eligible shareholders o the Company, with shareholdingnot exceeding 5 000 shares, to participate in a Nil Cost Dealing Facility (NCDF) being oered by CBZH.

2.3 Nil Cost Dealing Facility

As at 31 December 2012, CBZ Holdings Limited had 10 963 shareholders with a total number o shares o 684 144 546 owhich 9 888 have shareholding o between 1 and 5 000 shares. The NCDF acility is thus targeting 9 888 shareholders and 7710 150 shares respectively.

The NCDF is not a compulsory invitation to sell CBZH shares but an oer which w ill enable willing eligible shareholders tomake a choice in which either to accept the oer or keep their shareholding. It gives eligible shareholders an opportunityto sell all1 o their shareholding in CBZH ree o all dealing costs and commissions which are typically disproportionate or aholding o ordinary shares o less than 5 000 shares.

2.4 Eligible Shareholders

Eligible shareholders are those holding up to 5 000 ordinary shares registered in the books o CBZH as at the close o

business on 31 July 2013.

2.5 Instruction Forms

The NCDF Instruction Forms shall be made available on our website, www.cbz.co.zw, and can be collected at any CBZBank Branches. The NCDF orms shall also be mailed to eligible shareholders who will complete and return the completedinstruction orms together with their respective share certicates, certied copy o identity particulars and proo oresidence, where applicable, as per the standard Know Your Customer (KYC) requirements. The NCDF Instruction Forms canbe deposited at any CBZ Bank Branch or ZB Securities (Pvt) Ltd, 1st Floor, ZB Centre, Corner First Street and Kwame Nkrumah,Harare. (see orm attached), or can be deposited with ZB Transer Secretaries on the Ground Floor o ZB Centre, 59 KwameNkrumah Avenue, Harare.

2.6 Trading and Price Determination

All shares surrendered in terms o this oer will be traded on the Zimbabwe Stock Exchange and bought or the account oCBZ Holdings Limited at the ruling market price obtaining on the day. Trading returns will be submitted to the ExchangeSecretariat regularly and copies o the returns will be available or inspection at the Companys Registered Oce.

3. PROCEEDS FROM THE SALE OF SHARES.

3.1 Proceeds rom the sale o shares shall be credited into eligible shareholdersbank accounts as provided or in the attachedinstruction orm.

3.2 The proceeds shall be gross o sale, and brokersnotes shall be orwarded to the seller or reerence purposes only. Grossshall be taken to mean the number o shares multiplied by the respective deal price on the day o the transaction.

3.3 CBZH shall be responsible or paying the costs, commissions and taxes or each transaction.

4. METHOD OF PAYMENT

All eligible shareholders who, or whatever reason, may not have banking accounts can make arrangements with banks o their ownchoice to open accounts into which the proceeds o the sale o shares may be deposited into or receive cash payouts rom any one othe CBZ Bank Branches.

5. REGULATORY APPROVALS

The acility has been approved by the Zimbabwe Stock Exchange and will remain open or the period 1 October 2013 to 1 December2013 and CBZH will send returns to ZSE conrming trades executed during the same period. Any renewal o this acility will be subjectto urther approvals by the Zimbabwe Stock Exchange.

6. SHAREHOLD ER DETAILS UPDATE

Eligible shareholders who choose not to participate in the NCDF are encouraged to update their contact and banking details withZB Transer Secretaries at Ground Floor, ZB Centre, corner Kwame Nkrumah and First Street or purposes o updating your records toensure a smooth administration o uture dividend payments.

BY ORDER OF THE BOARD

R A JAKANANIGROUP LEGAL CORPORATE SECRETARY

REGISTERED HEAD OFFICE5th Floor, Union House60 Kwame Nkrumah AvenueHarare, ZimbabweTelephone: (263-4) 748 050 - 79Email: ino@cbzh.co.zw

25 September 2013

DirectorsLuxon Zembe (Chairman), Elliot Mugamu (Vice-Chairman), Tinoziva Bere, Fouad Moktar Dernawi, Andrew Lowe, David Mutambara, MohammedHani Nanabawa, Roseline Nhamo, Rebecca Pasi, Givemore Taputaira, Richard Victor Wilde, Never Nyemudzo* (Group Chie Finance Ocer), JohnPanonetsa Mangudya* (Dr) (Group Chie Executive Ocer).

*Executive Director

NIL COST DEALING FACILITY

ELECTION FORM

(Please see terms and conditions)

NAME AND ADDRESS OF SHAREHOLDER HOLDER NUMBER

Machine printed as per register

NUMBER OF SHARES

POSTAL ADDRESS IF DIFFERENT FROM ABOVE

IDENTITY/PASSPORT NUMBER..(attach certied copy o the same)

Contact Phone Number..Cellphone

Email Address if any..

BANKING DETAILS:

Name o Bank .

Branch .

Account Number .

Ithe undersigned h ereby give CBZ Holdings Limited

and its designated agencies authority to dispose o my shareholding in CBZ Holdings Limited through the NIL COST DEALING

FACILITY and proceed to pay the gross proceeds into my Bank Account, details provided in this orm. I also conrm that my decision

to sell was not unduly infuenced.

Signed today at on o 2013.

Signature o shareholder

FOR OFFICIAL USE ONLY.

REQUIREMENTS COMPLIANCE CHECKS

Certied copy ID/Passport Assisted by

Proo o Residence Authorized by

Share Certicate Account Number

THE SHAREHOLDER to whom this letter is addressed.

1. FORM OF ELECTION

This orm sets out the choices open to eligible small ordinary shareholders in t erms o this oer. These are as ollows:

That being eligible to participate in the Nil Cost Dealing Facility, you can choose to take up the oer, or That being eligible but wishing not to dispose o your shareholding, you can ignore this oer and ke ep your shares.

In order to take up one o these options, the ollowing procedures are required:-

2. ELECTION PROCEDURES

Fill in your details in the spaces provided above and return, via the designated agent, the completed orm, share certicate(s),signed transer orm and certied copy o identity particulars as well as proo o residence.

I in doubt consult the designated agent, stockbroker or the transer secretaries as highlighted below.

3. RETURN OF FORM OF ELECTION

Return your completed Form o Election, share certicate with a duly signed transer orm to the nearest CBZ Bank Branch or ZBSecurities Private Limited oces at First Floor, ZB Centre, Corner First Street & Kwame Nkrumah Avenue Harare.

Eligible shareholders who choose not to sell their shares are expected to update their mailing and bank details and return ONLYthis orm.

I you elect not to participate in the scheme, please complete and return orm or administrative purposes and keep your sharecerticate.

4. DESIGNATED AGENTS/ CBZ BANK BRANCHES

Eligible shareholders can deposit their duly completed election orms to anyone o the CBZ Bank Branches.

5. PROCEEDS FROM SELL OF SHARES

Gross proceeds rom the sale o CBZH shares will be credited into the account details provided by shareholders on the instruction orm.All other related costs and commissions are or the account o CBZH Limited.

6. TIMETABLE OF EVENTS

Eligible shareholders must take note of the following important dates

Publication o oer document 27 September 2013

Oer Opens 1 October 2013

Oer closes 1 December 2013

5th Floor, Union House, 60 Kwame Nkrumah Avenue, Harare, Zimbabwe, Telephone: (263-4) 748 050 - 79, Email: ino@cbzh.co.zw

INFORMATION MEMORANDUM TO SHAREHOLDERSRegarding

A NIL COST DEALING FACILITY

1 Eligible Shareholders who choose to participate will be required to sell all their shares.