ZCCM INVESTMENT HOLDINGS PLC

ZCCM INVESTMENT HOLDINGS PLC

COMPANY PROFILE

ZCCM INVESTMENT HOLDINGS PLC

ZCCM-INVESTMENT HOLDINGS PLC

COMPANY PROFILE

CONTENTS
Introduction and Background
Objectives of the Company
Board of Director
Management
Investment Criteria
Investment Portfolio
Financial Highlights for Year Ending June 2005
Corporate Information

Company Profile

ZCCM INVESTMENT HOLDINGS PLC

ZCCM INVESTMENTS HOLDINGS PLC

COMPANY PROFILE

INTRODUCTION AND BACKGROUND

His Excellency the President of the Republic of Zambia was recently quoted
referring to ZCCM-Investments Holdings plc (ZCCM-IH) as the business face of
the Government of the Republic of Zambia.
ZCCM-IH is a successor company to Zambia Consolidated Copper Mines Limited
(ZCCM) in which the Government of the Republic of Zambia (GRZ) holds 87.6%
of the shares with the remaining 12.4% held by private investors. ZCCM-IH
shares held by private investors are listed on the Lusaka Stock Exchange, Paris
Euronext and London Stock Exchanges under ISIN number ZM0000000034. The
geographical spread of the minority shareholders, who number around 2400,
covers about 29 countries in Europe, Africa, the Caribbean, Australia, Asia and
the USA.
Until 31 March 2000, ZCCM Ltd was a 60.3% state-owned mine operating
company in which Zambia Copper Investments Ltd (ZCI), an associate company
of Anglo American Plc, held 27.3% of shares with the balance of 12.4% of shares
held by private investors.
The privatisation of ZCCM commenced in 1996, after GRZ and the Boards of
ZCCM and the Zambia Privatisation Agency (ZPA) approved the ZCCM Limited
Privatisation Report and Plan presented by UK based financial and legal
advisors, NM Rothschild & Sons and Clifford Chance, respectively.
The objectives, which the Government was seeking to achieve through the
privatisation of ZCCM, were to:

Transfer control of and operating responsibilities for ZCCMs operations to

private sector mining companies as quickly as practicable;

Mobilise substantial amounts of committed new capital for

operations;

Ensure that ZCCM realised value for its assets and retained a significant
minority interest in principal mining operations;

Transfer or extinguish ZCCMs liabilities, including its third party debt;

Diversify ownership of Copperbelt assets;

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ZCCM INVESTMENT HOLDINGS PLC

Promote Zambian participation in the ownership and management of the

mining assets; and

Conduct the privatisation as quickly and transparently as consistent with

good order, respecting other objectives and observing ZCCMs existing
contractual obligations.

The mode of privatisation adopted by GRZ was to unbundle ZCCM and sell its
assets in business packages. The reason for unbundling ZCCM into business
packages was to promote diversity of ownership and minimise political and
economic risks.
A two-stage privatisation process was adopted. Under Stage 1, majority interests
in the packages relating to certain of ZCCMs mining and pool distribution
operations were offered to trade buyers, which was to leave the transformed
ZCCM as an Investments Holdings Company, with minority interest in each of
these packages.
Stage 2 of the privatisation of ZCCM envisaged GRZ disposing of some or all of
its shareholding, with part of this being earmarked for Zambian institutional and
private investors as a way of promoting Zambian participation in the mining
sector.
GRZ obtained the support of the World Bank and the Nordic Development Fund
for the Copperbelt Environment Project (CEP), to address environmental
liabilities and obligations remaining with GRZ/ZCCM-IH following the privatization
of mining assets.
The Environmental Management Facility (EMF) which is composed of multiple
stakeholders, working as the EMF Steering Committee, was established by the
Minister of Finance and National Planning as provided for by the protocols, for
the purpose of prioritizing and approving subprojects of the CEP for funding. The
project which became effective on 31st July 2003 ends in August 2008.
Apart from environmental responsibilities ZCCM-IH has the additional
responsibility of managing the ex ZCCM employees trust fund and also the
finalization of the sale of ZCCM properties.

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ZCCM INVESTMENT HOLDINGS PLC

OBJECTIVES OF THE COMPANY
In line with the company vision To be the leading Zambian Investment
Company in mining and preferred partner in other sectors of economic
development.
The
Board
of
Directors
of
ZCCM-IH
adopted the Code of Corporate Governance for Boards of Directors in Zambia.
This was done in order to reconfirm and safeguard continued distinct separation
of powers between the Board of Directors and Executives in the management of
the Company.
In its transformed form as an investments holding company, the main functions of
the Company are as follows:
-

To monitor commercial and corporate agreements (excluding development

agreements) entered into by the privatized mining companies and to
ensure compliance;

To have and appoint representatives on the Boards of Directors of the

subsidiaries and other companies in which the minority investments are
held;

To monitor the investments by attendance at the Board Meetings and

tracking of financial and operational performance;

To receive returns on the investments in form of dividends; and

To liaise with prospective green field investors in the mining industry

seeking to enter into Agreements with the Government.

BOARD OF DIRECTORS
ZCCM-IH is lead by a Board of Directors whose Membership comprises leading
figures from private commerce and Government institutions, namely: the
Chairman and at least one Director who are nominated from the Private Sector;
Deputy Governor of the Central Bank; Commissioner of the Revenue Authority;
Chief Executive Officers (Permanent Secretaries) in the Ministry of Finance and
National Development; Ministry of Mines and Minerals Development and Ministry
of Energy and Water Development.
The Company has three working Committees of the Board, namely the Audit,
Investment and Remuneration Committees and the membership of each one is
there except Investments which has at least four non-executive directors.

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ZCCM INVESTMENT HOLDINGS PLC

The names of the current non-executive directors as indicated below:

Mr A.J Lungu
Mr L Nkhata
Mr C Evans Chibiliti
Dr D H Kalyalya
Mrs L I Ngandwe
Dr DH Kayalya
Mr P Mumba

Non-Executive Chairman

MANAGEMENT
ZCCM-IH is run on a day-to-day basis by a dedicated multidisciplinary
management team. The most apparent attribute of the team is its heterogeneous
composition and cohesive nature. Each member of the team brings varied but
complimentary skills that range from mining and chemical engineering,
economics, project management, corporate finance, banking, and investment
appraisal and management. In essence, the skill set reinforces and mirrors the
Companys commitment to fulfilling an important role post privatisation. At
present, the teams focus is on accessing high quality deals, structuring
incentivised participation vehicles and delivering added value to its investee
companies and other stakeholders.
At the moment ZCCM-IH employs a total of Fifty-Nine (59) people under a Hybrid
Structure that comprises the Companys core functional departments of
investments, company secretarial and finance, technical, property and legal
activities, on the one hand. The other side of the hybrid structure houses the
Companys environmental operations (Copperbelt Environmental Project), which
are separately funded and provided for under a pure project format without
constraints within the limits of final accountability.
The following is the composition of the management team:
Chief Executive Officer
Company Secretary
Legal Manager
Environmental Manager
Finance Manager
Technical Manager
Investments Manager

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ZCCM INVESTMENT HOLDINGS PLC

INVESTMENT CRITERIA
All investments undertaken by ZCCM-IH shall seek to achieve a positive Net
Present Value (NPV) and Internal Rate of Return (IRR) in excess of annual
inflation and the GRZ 5-year bond rate.
The Company shall not seek management participation or control, and to this
end, shall not hold more than 49% of the shareholding in any of its investments,
unless under exceptional circumstance.
The Company will look favorably at investments that are in line with the
Empowerment and Investment Acts in terms of local shareholding, employment
creation and the amount of reinvestment into the business. Others include
acceptable environmental practices and the retention of capital within Zambia.
In the case where the Company is unable to commit fully in terms of taking up an
equity stake but is confident of the company making a meaningful contribution,
consideration may be given to buying convertible loan stock. These could be
converted to shares if the company is successful or redeemed within a stipulated
period.
As a general rule the Company will make investments in the range of US
$500,000 and upwards to US $20,000,000.

PRESENT INVESTMENT PORTFOLIO

ZCCM-IH has the following shareholding interests:
-

Konkola Copper Mines Plc

20.6%
Kansanshi Copper Mines Plc
20.0%
Copperbelt Energy Corporation Plc
20.0%
Luanshya Copper Mines Plc
15.0%
NFC Africa Mining Plc
15.0%
Chibuluma Mines Plc
15.0%
Chambishi Metals Plc
10.0%
Mopani Copper Mines Plc
10.0%
Equinox Minerals Ltd /Lumwana Copper Mines
5.75%
Maamba Collieries
100%
Ndola Lime Company Limited
100.0%
Konkola North Mining Project
{option to take up 15% or 20%}

Company Profile