NMB Nmbz Holdings Ld

 
TIDMNMB 
 
NMBZ HOLDINGS LIMITED 
 
(Incorporated in Zimbabwe on 06 March 1995, registration number 1714/95) 
 
Notice of AN Extraordinary General Meeting and proxy form 
 
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of the Members of 
NMBZ Holdings Limited ("the Company") will be held in the Company's Board Room 
on the 4th Floor of Unity Court at the Corner of 1st Street and Kwame Nkrumah 
Avenue in Harare on 19 February 2013 at 10:00 hours. Members will be asked to 
consider, and if deemed fit, to pass with or without modification, the 
resolutions set out below:- 
 
WHEREAS: 
 
 1. The Company needs additional capital to increase the capital base of its 
    banking subsidiary to accelerate its organic growth trajectory to ensure 
    compliance with the new minimum capital requirements. 
 
 2. The Company is seeking to raise additional funds through a Placement with 
    strategic institutional foreign investors. 
 
 3. The Directors believe that the proposed Placement will introduce 
    shareholders of good strategic fit capable of facilitating the banking 
    subsidiary's access to offshore lines of credit. 
 
Accordingly, Members are requested to consider, and if deemed fit, to pass with 
or without modification, the following resolutions: 
 
AS SPECIAL RESOLUTIONS:- 
 
 1. Consolidation of the Company's ordinary share capital 
 
"That, the authorized share capital of the Company be and is hereby 
consolidated from the existing authorized share capital comprising 
3,500,000,000 (three billion five hundred million) Ordinary Shares of 
US$0.000028 (zero comma zero zero zero zero two eight United States dollars) 
nominal value each, to 350,000,000 (three hundred and fifty million) Ordinary 
Shares of US$0.00028 (zero comma zero zero zero two eight United States 
dollars) nominal value each, and that any fractional shares arising from the 
said share capital consolidation be rounded up to one share by capitalizing the 
Company's reserves." 
 
 2. Increase of the Company's authorized ordinary share capital 
 
"That subject to the passing of resolution 1 (above), the authorized share 
capital of the Company be and is hereby increased from US$98,000 (ninety eight 
thousand United States dollars) comprising 350,000,000 (three hundred and fifty 
million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight 
United States dollars) nominal value each to US$168,000 (one hundred and sixty 
eight thousand United States dollars) comprising 600,000,000 (six hundred 
million) Ordinary Shares of US$0.00028 (zero comma zero zero zero two eight 
United States dollars) nominal value each, all such shares to rank pari passu 
in all respects." 
 
AS AN ORDINARY RESOLUTION:- 
 
 3. Placement of Ordinary Shares with Strategic Foreign Investors 
 
"That, in terms of the Share Subscription Agreements between the Company and 
the Strategic Foreign Investors and subject to the passing of resolutions 1 and 
2 (above), the Directors of the Company be and are hereby authorized to raise 
fresh capital amounting to approximately US$14.8 million through the issue, to 
Strategic Foreign Investors, of 103,714,287 (one hundred and three million 
seven hundred and fourteen thousand two hundred and eighty and seven) new 
Ordinary Shares in the share capital of the Company at an issue price per share 
of US$0.1430 (zero comma one four three United States dollars) and that Members 
hereby waive their preemptive rights in respect of that issue in terms of 
Article 13.2 of the Company's Articles of Association." 
 
AS SPECIAL RESOLUTIONS:- 
 
 4. Buy-back option 
 
"That, in terms of the non-transferable Buy-back Option Agreements between the 
Company and the Strategic Foreign Investors and subject to the passing of 
resolution 3 (above) and in terms of Article 10 of the Company's Articles of 
Association, the Companies Act (Chapter 24:03), the ZSE Listing Requirements 
and compliance with minimum regulatory capital requirements, the Directors of 
the Company be and are hereby authorized to do all that may be necessary for 
the Company to utilize its excess reserves over and above the minimum 
regulatory capital requirements to buy-back up to 103,714,287 (one hundred and 
three million seven hundred and fourteen thousand two hundred and eighty and 
seven) of any Ordinary Shares in the Company as may be owned by the Strategic 
Foreign Investors on exercise of the buy-back option by any Strategic Foreign 
Investor during the exercise period starting from the 5th to the 9th 
anniversary of the investment. The buy-back option price per share shall be 
equal to: 
 
 a. US$0.1430 per Ordinary Share; plus 
 
 b. a return compounded at: 
 
 i. 10% annually for the first 5 years of the investment; and 
 
ii. 5% annually from year 6 to year 9. 
 
Any dividends received, during the period between the date of investing and the 
date when the buy-back option is exercised, will be deducted from the amount 
accrued under part (b) above and part (b) will have a minimum value of zero. 
 
Any Ordinary Shares bought back by the Company from the Strategic Foreign 
Investors in terms of the buy-back option will be cancelled from the Company's 
Share Register. 
 
This authority shall expire after the 9th anniversary of the investment by the 
Strategic Foreign Investors." 
 
 5. Early buy-back option 
 
"That, in terms of the non-transferable Buy-back Option Agreements between the 
Company and the Strategic Foreign Investors and subject to the passing of 
resolution 3 and 4 (above) and in terms of Article 10 of the Company's Articles 
of Association, the Companies Act (Chapter 24:03) and the ZSE Listing 
Requirements, the Directors of the Company be and are hereby authorized to do 
all that may be necessary for the Company to buy-back up to 103,714,287 (one 
hundred and three million seven hundred and fourteen thousand two hundred and 
eighty and seven) of any Ordinary Shares in the Company as may be owned by the 
Strategic Foreign Investors on exercise of the early buy-back option which 
option is exercisable by any Strategic Foreign Investor in the event of a 
breach of the Share Subscription Agreements. The early buy-back option price 
per share shall be equal to: 
 
 a. US$0.1430 per Ordinary Share; plus 
 
 b. a return compounded at: 
 
 i. 10% annually for the first 5 years of the investment; and 
 
ii. 5% annually from year 6 to year 9. 
 
A premium of 20% shall be added to the early buy-back option price defined 
above should the exercise of the early buy-back option be triggered by events 
within the control of the Company. 
 
Any dividends received, during the period between the date of investing and the 
date when the early buy-back option is exercised, will be deducted from the 
amount accrued under part (b) above and part (b) will have a minimum value of 
zero. 
 
Any Ordinary Shares bought back by the Company from the Strategic Foreign 
Investors in terms of the early buy-back option will be cancelled from the 
Company's Share Register. 
 
This authority shall expire after the 9th anniversary of the investment by the 
Strategic Foreign Investors." 
 
AS ORDINARY RESOLUTIONS: 
 
 6. Control of the authorised but unissued share capital 
 
"That, subject to the passing of resolutions 3, 4 and 5 (above), the balance of 
the authorised but unissued Ordinary Shares of the Company after the proposed 
Placement above, be placed under the control of the Directors for an indefinite 
period, provided that any issue other than pursuant to resolutions 1 and 3 
(above) by the Directors shall be in compliance with the terms of the Company's 
Memorandum and Articles of Association and the ZSE's Listing Requirements. 
Apart from the possibility of a Rights Offer in 2015, no issue of these Shares 
is however contemplated at the present time and no issue will be made which 
could effectively transfer the control of the Company without prior approval of 
Shareholders in a General Meeting." 
 
 7. Directors' authority to give effect to the above resolutions 
 
"That the Directors of the Company be and are hereby authorized to do any and 
all such things as may generally be required or necessary to give effect to the 
above." 
 
 
BY ORDER OF THE BOARD                                           28 January 2013 
 
V Mutandwa 
Company Secretary 
4th Floor, Unity Court, 
Corner 1st Street/ Kwame Nkrumah Avenue, 
P.O. Box 2564, 
Harare, Zimbabwe 
 
 
 
 
Notes: 
 
 a. Circular 
 
A Circular explaining the proposed transactions shall be distributed to 
registered Members ahead of the EGM. 
 
 b. Validity of existing share certificates 
 
Subsequent to the ordinary share capital consolidation, existing share 
certificates will remain valid and good for delivery until receipt of new share 
certificates. Shareholders, in person or through a duly authorized agent, are 
to collect new share certificates from the Transfer Secretaries, FTS, from the 
28th of February 2013. 
 
 c. Waiver of pre-emptive rights 
 
In terms of Section 5.82 of the ZSE Listing Requirements, Resolution 3 (above) 
will be subject to an 85% majority of votes cast in favour of the resolutions 
by Members present or represented by proxy. 
 
.......................................................................................................................................... 
 
PROXY FORM 
 
I/We..........................................................................................of............................................................................................................................. 
..................................................................................................................being (a) member(s) of the Company and 
entitled to vote, do hereby appoint....................................................................................................... of.................. 
............................or failing him/her............................................................................................................................................... ... 
...................................................of...............................................................................................or failing him/her the 
Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary 
General Meeting which will be held in the Boardroom at 4th floor, Unity Court, 
Corner 1st Street/ Kwame Nkrumah Avenue, Harare; on Friday 15 February 2013 at 
10:00 hours for the purpose of considering and, if deemed fit, passing, with or 
without modification, the Resolutions to be proposed thereat and at any 
adjournment thereof, to vote for or against the Resolutions and/or abstain from 
voting in respect of the Ordinary shares registered in my/our name(s) in the 
following manner: 
 
Signed at ...............................this........................day of.............................................2013. 
 
Full name(s)......................................................................................................................... 
 
Signature(s)......................................................................................................................... 
 
Company Seal or Stamp................................................................................................... 
 
Directors: Mr. T. N. Mundawarara (Chairman); Mr. J. A. Mushore (Group CEO)*; 
Mr. F. Zimuto (Deputy Group CEO)*; Mr. B. Ndachena (Chief Financial Officer)*; 
Mr. A. M. T. Mutsonziwa; Mr. B. W. Madzivire; Dr. J. T. Makoni; and Mr. J. 
Chigwedere; Mr. J. de la Fargue; Mr. J. Chenevix-Trench; Ms. L Majonga. 
 
                                 (*Executive). 
 
 
 
END 
 

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