British International Investment welcomes Zambeef directors’ recommendation for shareholders to approve EGM resolutions

• Zambeef Products Plc is seeking approval from independent shareholders to waive the requirement for BII to make a mandatory takeover offer upon conversion of its preference shares into ordinary shares
• Proposal will see British International Investment’s ordinary shareholding increase to 59.29 per cent and will allow Zambeef to remain a publicly listed company, safeguarding its future for the benefit of shareholders
• BII’s preference share conversion, which was pre-approved by shareholders in 2016, will simplify Zambeef’s capital structure and support its long-term growth strategy
• The Securities and Exchange Commission (SEC) has granted a conditional waiver, subject to independent shareholder approval
• CEO of Zambeef called the proposed conversion “an important milestone” for the company

British International Investment (BII) today welcomed the announcement by Zambeef, the largest integrated diversified food producer and agri-business company in Zambia, of its decision to seek approval from its shareholders of a waiver of their rights to participate in a mandatory takeover offer (MTO) that would arise as a result of BII converting its preference shares in Zambeef into ordinary shares.

BII, the UK’s development finance institution and impact investor, has a longstanding and publicised contractual right to convert its preference shares in Zambeef into ordinary shares, but such an action would take its ordinary shareholding in the company through the threshold at which an MTO would be triggered, unless the requirement is waived by the SEC.

The SEC has granted BII a waiver of the MTO requirement on the condition that Zambeef’s independent shareholders vote to waive their rights to participate in the MTO that would arise as a result of the conversion.

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. It will also remove a major limitation to Zambeef’s ability to consider dividend payments to all of its investors, BII said today.

Zambeef used the proceeds of BII’s original US$65 million investment in 2016 to become a key player in enhancing Zambia’s food security. The company has doubled wheat production and become the largest stockfeed, poultry, dairy and farming operation in the country. It is also now well placed to grow exports to neighbouring countries. Operating profit over the period has more than tripled from ZMW187.6 million in 2016 to ZMW640.0 million in 2025.

However, despite the operational transformation of the company, its share price performance has not reflected the enterprise value, due to the preference share overhang, which now totals over US$160 million. The proposed conversion is expected to unlock and enhance long-term value for all shareholders and close the gap between the market capitalisation and enterprise value of the company.

BII has supported Zambeef since its original investment in 2016 and is Zambeef’s largest shareholder. It would become a 59.29 per cent shareholder as a result of the actions above, and is focused on supporting Zambeef through the next phase of its growth.

Christopher Chijiutomi, Managing Director and Head of Africa at BII, said: “Today’s announcement is good news for Zambeef, good news for all its investors and ultimately, good news for Zambia’s ongoing food security. It will allow the company to raise fresh capital, fulfil its growth potential, increase employment and drive exports.

“By not waiting for the full redemption value of our preference shares to crystalise, we are handing over US$100 million of value to the ordinary shareholders in the company.

“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.”

On 29 September 2025, the SEC granted BII a conditional waiver from a MTO, subject to approval by Zambeef’s independent shareholders of an ordinary resolution waiving their right to participate in the MTO that would otherwise arise pursuant to the conversion, as explained in detail by the information memorandum published today by Zambeef.

Approval of the EGM resolutions and satisfaction of the conditional waiver would allow Zambeef to remain a publicly listed company on the Zambian stock market and the AIM market in London, providing investors continued access to liquidity and enabling the company to raise capital to fund future growth.

Faith Mukutu, Chief Executive of Zambeef, said: “The Board of Directors of Zambeef recommends that shareholders vote in favour of the ordinary resolution to approve the waiver of their rights to participate in the MTO at the EGM scheduled for Wednesday 11 March 2026. BII has been a valued partner since 2016, supporting our growth and operational expansion in 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. This unlocking of Zambeef’s potential is expected to create thousands of jobs across the country and contribute to food security. We look forward to continuing our relationship with BII.”

Background to today’s announcement

BII has a strong track record of investing in Zambia. It is currently invested in 25 companies, employing over 9000 people.

BII first invested in Zambeef in 2016, providing US$65m in patient, long-term capital to support the company’s growth strategy – in line with BII’s development mandate. This funding was critical to stabilise the operations of Zambeef and has been pivotal in supporting its growth over the past nine years.

As part of the investment, Zambeef’s Board and shareholders approved BII being allocated a mix of ordinary and convertible, redeemable preference shares.

Zambeef currently employs over 7,000 people across its operations in Zambia and its expansion program will create additional employment opportunities across the country.

As Zambeef has focused on growth and has not been in a position to redeem the preference shares since 2016, BII and the company believe that converting them into ordinary shares is now vital to enable it to continue on its growth trajectory.

Shareholder information

Additional information for existing Zambeef shareholders, including FAQs, is available at Independent Shareholders FAQs – Zambeef Products PLC.