Proplastics Gets Listed on the Zimbabwe Stock Exchange

1. Terms of the Listing

At a meeting of the Board of Masimba Holding Limited (Masimba), held on 11 March 2015, the Directors of Masimba resolved to demerge Proplastics from Masimba. This proposed demerger, was approved by the Shareholders of Masimba at an AGM held on the 29th May 2015. The demerger was effected through distribution of the entire issued share capital of Proplastics to the Shareholders of Masimba registered as such on the 22nd of May 2015 through a dividend-in-specie. The Directors of Masimba also approved that the Company’s shares be listed on the ZSE by way of introduction in terms of the ZSE Listing Requirements.

Masimba Shareholders were notified of the proposed demerger through a Circular dated 08th of May2015 and voting on the relevant resolution to demerge Proplastics was approved on the AGM held on Friday, the 29th May 2015.

The ZSE approved the Pre-listing Statement and the Listing of Proplastics shares on the 8th of June 2015.

Masimba undertook to withhold 10% of the value of the dividend distribution to specified recipients of Proplastics shares. Accordingly and as required by law, Masimba withholds from the relevant Shareholders 10% of the number of Proplastics shares.

2. Costs of the Listing

The expenses of the Listing amounted to approximately US$150,000 which related to various advisory and regulatory fees as well as advertising, printing and postage charges.

 

3. Rationale for Listing

The principal reasons for listing Proplastics include:

  • to establish a strong manufacturing business unit with a clear operational focus capable of pursuing its own independent business strategies;
  • to attract focused capital into Proplastics to recapitalize the business whenever necessary;
  • to enable Proplastics to enter into mergers and acquisitions, as may strategically be necessary, with businesses which are either complimentary or in the same sphere of business;
  • to create a platform for the Company to report independently and transparently to its stakeholders so that it will be valued appropriately;
  • to strengthen and enhance the visibility of the Proplastics brand in the local market;
  • and to unlock shareholder value.

4. Future Prospects

Following the unbundling, Proplastics’ growth is expected to continue to ride on its unique competitive advantages coupled by its wide product offering. Demand for Proplastics products is forecast to remain firm driven by urban water and sanitation programs, irrigation and agriculture and housing infrastructure developments. The HDPE plant launched in November 2014 will further increase product offering to local and export markets. In addition, the on-going plant modernisation program will also see the commissioning of additional state of art equipment that will further improve product range and production efficiency.

5. Dividends

The issue of dividends and the distribution of reserves are regulated by the Companies Act (Chapter 24:03) and Article 147 of the Company’s Articles of Association. The Company may in a general meeting declare dividends, but no dividend shall be paid unless out of profits of the Company. The Directors may, before recommending a dividend, set aside out of the profits of the Company such sums as they think proper as a reserve. Generally the Directors may from time to time declare and pay to the members declared dividends and interim dividends as appear to the Directors to be justified by the profits of the Company.

6. Authorisation for the listing

The shareholders of Masimba met on Friday, 29thMay2015 and passed a resolution authorising the distribution of Proplastics shares and the listing of Proplastics on the ZSE. Proplastics Limited was subsequently listed on the ZSE on the 8th of June 2015.

 

7. Share Capital

Set out below is an analysis of the current authorised and issued share capital of Proplastics:

Share Capital

Shares of US$0.0001 nominal value each

Authorized shares

875,000,000

Issued shares

244,993,024

Unissued shares

630,006,976

 

8.1 Authorised but unissued share capital

The authorised but unissued share capital of the Company is under the control of the Directors.

8.2 Summary of Issues and Offers

Since the date of incorporation of Proplastics, there has been no subsequent issue of shares, other than the 227,493,024 issued to Masimba on the 25th March 2015.

8.3 Preferential Rights in Respect of Shares

There are no Proplastics shares with preferred rights in respect of the Company’s share capital.

8.4 Voting Rights

All existing authorised but unissued and issued Proplastics ordinary shares are of the same class and rank paripassu in every respect.

8.5 Adequacy of Capital

The Directors are of the opinion that the Company’s share capital and working capital are adequate for the foreseeable future.

8.6 Working Capital and Cash Flow

The Directors are of the opinion that the available working capital is sufficient to cover the cash flow requirements of the Company.

Major Shareholders

Proplastics post-demerger shareholding structure

Following the distribution of the Proplastics shares in terms of the Circular to Shareholders of Masimba, the shareholding structure of Proplastics is as follows:

 

Shareholder

Shareholding

%Shareholding

1

Zumbani Capital (Private) Limited

102,713,272

41.92

2

Old Mutual Life Assurance Company of

Zimbabwe

29,264,769

11.95

3

Masimba Holdings Limited

28,147,353

11.49

4

Stanbic Nominees

22,381,014

9.14

5

Standard Chartered Nominees

15,946,899

6.51

6

Old Mutual Zimbabwe Limited

9,734,883

3.97

7

Moray Investments Holdings Limited

4,000,000

1.63

8

Roy Turner

2,756,599

1.13

9

National Social Security Authority

2,540,728

1.04

10

Communication & Allied Industries Pension Fund

1,737,234

0.71

11

Others

25,770273

10.52

 

Total

244,993,024

100.00

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