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Notice of BII Conversion and TVR

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Zambeef Products PLC has received a notice from British International Investment plc (BII) to convert all 100,057,658 of its preference shares into 308,511,112 ordinary shares, with the conversion effective on April 29, 2026. This conversion will increase Zambeef's total voting rights from 380,625,756 to 609,090,742 ordinary shares. The new ordinary shares will be admitted to trading on the LuSE and the AIM market of the London Stock Exchange on the same date and will rank pari passu with existing ordinary shares.

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Share Code: ZAMBEEF

RECEIPT OF NOTICE OF CONVERSION OF PREFERENCE SHARES BY BRITISH INTERNATIONAL INVESTMENT PLC and INCREASE IN TOTAL VOTING RIGHTS

Zambeef (AIM: ZAM), the fully integrated cold chain food products and retail business with operations in Zambia, Nigeria and Ghana, announces receipt of notice of Conversion of the Preference Shares.

NOTICE BY BII OF CONVERSION OF ITS PREFERENCE SHARES INTO ORDINARY SHARES

Pursuant to the terms of the Preference Shares, as set out in the Investment Agreement, British International Investment plc ("BII") is entitled to convert all or part of its Preference Shares into Ordinary Shares ("Conversion Right") at any time on giving the Company 30 Business Days' written notice ("Conversion Notice") ("Conversion").

In terms of the Investment Agreement and the Articles of Association of the Company, the Preference Shares stand converted into Ordinary Shares at the expiration of the Conversion Notice or on such later date specified in the Conversion Notice.

On 13 March 2026, following the approval of the Waiver Resolution on 11 March 2026 by the Independent Shareholders at the extraordinary general meeting of the Company, the Board of Zambeef received a formal Conversion Notice from BII stating the exercise of its right to convert all 100,057,658 of its Preference Shares into 308,511,112 Ordinary Shares in Zambeef with Conversion to occur on 29 April 2026.

INCREASE IN TOTAL VOTING RIGHTS, AND ADMISSION OF THE NEW ORDINARY SHARES TO LISTING

The voting rights of Zambeef today consist of 300,579,630 Ordinary Shares and 100,057,658 Preference Shares, where the Preference Shares have four voting rights for every five Preference Shares held. Therefore, the total voting rights are currently 380,625,756.

Following Conversion, the total issued Ordinary Share capital of the Company, and voting rights, will be 609,090,742 Ordinary Shares, with no Ordinary Shares held in treasury. Following Conversion, this figure of 609,090,742 may be used by all shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority of the United Kingdom.

Application will be made for the 308,511,112 new Ordinary Shares to be registered with the SEC and thereafter admitted to listing and trading on the LuSE which is expected to occur on or around 8.00 a.m. CAT on 29 April 2026. Application will also be made for the 308,511,112 new Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange and admission is expected to occur on or around 8.00 a.m. BST on 29 April 2026. The new Ordinary Shares will rank pari-passu in all respects with the Company's existing Ordinary Shares currently admitted to trading on the LuSE and AIM.

Capitalised terms used in this announcement have the meanings given to them in the Company's EGM announcement of 10 February 2026, unless the context provides otherwise.

Issued in Lusaka, Zambia on 13 March 2026

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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