via Innscor to comply with indigenisation requirements | The Herald December 27, 2013 by Happiness Zengeni
LISTED conglomerate Innscor Africa is set to comply with the country’s indigenisation requirements under a plan, which will see the group sell 12,87 percent to indigenous players.
Under the proposed plan, which was provisionally approved by the National Indigenisation and Economic Empowerment Board in early October, Innscor will sell the shareholding to two empowerment vehicles. These are Benvenue Investments Private limited and the Innscor Africa Limited Share Ownership Scheme.
Benvenue Investments is an empowerment vehicle created specifically for the transaction owned by Marondera Central Member of Parliament Mr Ray Kaukonde through Muzika Rubi Holdings. The investment vehicle will be issued with 50 million ordinary shares representing 9,23 percent of the group’s current issued ordinary shares. However if the share option is fully exercised then Benvenue will hold 8,45 percent of the issued shares.
Mr Kaukonde, through Muzika Rubi, already holds a 2,04 percent shareholding in Innscor. He is also a former chairman.
The second option will be with the Innscor Africa Employee Share Trust (IAEST) for 30 million ordinary shares, representing 5,54 percent of the issued share capital and 5,24 percent if the option if fully exercised.
The IAEST was established on December 9, 2013. Its trustees include Mr John Koumedis, Mr Raymond Nyamuzihwa and Mr Godfrey Gwainda. The trust will be funded over the next ten years through payments from Innscor by way of an ‘ex-gratia’ dividend representing a maximum 5 percent of the dividend paid to ordinary shareholders.
The option has a ten year tenure at the volume weighted average price of Innscor Africa over the previous 60 trading days.
According to the Zimbabwe Stock Exchange Listing Requirements, the transaction are deemed an issue for cash therefore shareholders will have to waive their pre-emptive rights to the shares to be issued. An extra-ordinary general meeting will be held in late January to approve the resolutions.
In order to accommodate the plan, the group will also seek shareholder approval to increase the authorised share capital of Innscor through the creation of new non-voting class A shares.
Early this year, Government gave Innscor a seven day ultimatum to submit a comprehensive indigenisation implementation plan after authorities adjudged the group was taking long to comply with the regulations.
In a circular to shareholders, Innscor says if the indigenisation plan is fully implemented, the group would benefit from the inflow of new funds which will be directed towards improving efficiencies within the group and reducing debt.
“The presence of a cornerstone investor in Benvenue Investments deepens Innscor’s core long-term shareholder base and the Employee Share Trust will closely align the long terms interests of employees and the company,” said the group.