By 
Zambeef says it is seeking shareholder approval for a waiver of their rights to participate in a mandatory takeover offer (MTO) that will arise following the conversion of British International Investment’s (BII) preference shares into ordinary shares.
Zambeef Chief Executive Officer, Faith Mukutu, said the company’s Board of Directors recommended that shareholders vote in favour of the ordinary resolution to approve the waiver at the Extra-Ordinary General Meeting (EGM).
In a statement issued in Lusaka, Mukutu noted that BII — the UK’s development finance institution and impact investor — had been a valued partner since 2016, supporting Zambeef’s growth and operational expansion across Zambia.
“The conversion of BII’s shareholding would mark an important milestone for us in the next phase of our development, strengthening our position for long-term, sustainable growth and enabling us to capitalise on our expansion program,” Mukutu said.
She added that unlocking the company’s potential was expected to create thousands of jobs and strengthen national food security, saying the company looked forward to continuing its partnership with BII.
BII Managing Director and Head of Africa, Christopher Chijiutomi, said the announcement was positive for Zambeef, its investors and Zambia’s broader food security goals.
Chijiutomi noted that the development would enable the company to raise fresh capital, fulfil its growth potential, expand employment and drive export performance.
He added that by not waiting for the full redemption value of the preference shares to crystalise, BII was effectively transferring US$100 million of value to the ordinary shareholders.
“We are therefore supporting the Board of Zambeef’s recommendation that the independent shareholders approve a waiver of their right to participate in an MTO, which will allow Zambeef to remain publicly listed so that all its investors can benefit from its future growth,” Chijiutomi stated.
He explained that BII held a longstanding contractual right to convert its preference shares into ordinary shares—a move that would push its shareholding past the threshold triggering an MTO, unless waived by the Securities and Exchange Commission (SEC).
“If the independent shareholders grant their approval at the EGM, scheduled for 11 March 2026, it will pave the way to simplify the company’s capital structure and will unlock potential for further growth,” reads the statement.
Chijiutomi added that the proposed conversion would also remove a key limitation on Zambeef’s ability to consider dividend payments to all shareholders.
He highlighted that Zambeef used the proceeds of BII’s original US$65 million investment in 2016 to significantly expand its operations, doubling wheat production and becoming the country’s largest stockfeed, poultry, dairy and farming enterprise.
“It is also now well placed to grow exports to neighbouring countries. Operating profit over the period has more than tripled from K187.6 million in 2016 to K640.0 million in 2025,” Chijiutomi said.
He, however, noted that despite the company’s operational transformation, its share price had not reflected its enterprise value due to the preference share overhang, now exceeding US$160 million.
Chijiutomi said the proposed conversion was expected to unlock and enhance long-term value for all shareholders by narrowing the gap between Zambeef’s market capitalisation and enterprise value.
The Securities and Exchange Commission (SEC) has granted BII a waiver of the MTO requirement, conditional upon Zambeef’s independent shareholders voting to waive their rights to participate in the MTO that would otherwise be triggered by the conversion.
WARNING! All rights reserved. This material, and other digital content on this website, may not be reproduced, published, broadcast, rewritten or redistributed in whole or in part without prior express permission from ZAMBIA MONITOR.
Comments