MFIN PLC Prospectus

MADISON
FINANCIAL SERVICES PLC
PROSPECTUS
PROSPECTUS DATED 25 JUNE 2014
MADISON
FINANCIAL SERVICES PLC
This document is important and requires your immediate attention.
The definitions and interpretations commencing on page 3 of this Prospectus have, where
applicable, been used on these cover pages.
Action required: If you are in doubt as to the meaning of the contents of this Prospectus or as to
what action you should take, please consult your accountant, bank manager, lawyer,
stockbroker or other professional adviser immediately. If you wish to apply for shares in terms of
the Offer, then you must complete the procedures for application and payment set out in Part
XIV of this document. MFS PLC is a public company and in conformity with Part V of the
Securities Act, Chapter 354 of the Laws of the Republic of Zambia (“the Securities Act”), its
shares are registered with the Securities and Exchange Commission of Zambia (“SEC”) and
currently quoted on the Lusaka Stock Exchange ( “LuSE”).
(Incorporated in the Republic of Zambia, Company Registration Number: 67813)
Share Code: MFIN
ISIN: ZM0000000391
(“MFS PLC” or “the Company”)
Directors
Lawrence Sikutwa (Executive Chairman), Basil Nundwe (Independent Director and Vice
Chairman),
Dilip Kapadia (Independent Director), Rhoydie Chisanga (Non-executive Director), Cindy
Chiputa (Executive Director)
Address: LSA House, Plot No. 316, Independence Avenue, Woodlands, P O Box 37013,
Lusaka, Zambia.
Madison Financial Services PLC
(Incorporated in the Republic of Zambia
as a public company)
(Date of incorporation: 31 July 2007)
(Registration number: 67813)
Share Code: MFIN
ISIN: ZM0000000391
(“MFS PLC” or “the Company”)
INVESTMENT NOTICES
This is an initial public offering ("IPO") of 40 % shareholding in MFS PLC, totalling 20,000,000
Ordinary Shares in the share capital of MFS PLC to the general public.
ENGLISH
If you are in any doubt as to the meaning of the contents of this Prospectus or as to what action
you should take, please consult your banker, stockbroker, advocate, accountant or other
professional adviser immediately.
This Offer consists of:
i.
An offer for sale by Lawrence Sikutwa and Associates Limited ("LSA") of 10,250,000
Ordinary Shares in the issued share capital of MFS PLC, representing a 20.50%
shareholding in MFS PLC, at an offer price of ZMW 3.10 per share ("Offer Price")
payable in full on application ("the LSA Offer for Sale"); and
BEMBA
Ngamuletwishika ifyakuchita nangu tamumfwikishe ifilembelwe mulici citabo calinga
mwaipusha ibanki uko mubika ulupiya nangu balya abachenjela mukushitisha ububoni bwa mu
twampani, ba ndubulwila ba milandu, abachenjela mukupenda ulupiya nangu abantu bambi
abo mwachetekela ukuti balisambilila ifya bunonshi bwa calo kabili bachishinka.
ii.
CHEWA
Ngati muli ndi chikaiko ndi nzeru imene ingakukomereni, chonde funsani thandizo ku banki
lanu, akatswiri a nchito zachilungamo, asungi a ndalama, kapenanso akaswiri ena pa nchito za
chuma mosataya nthawi konse.
Opening date of the Offer (08h00)
Closing date of the Offer (17h00)
Anticipated date of listing and commencement of trading on the LuSE
Prior to the Offer, there has been no active public market for the Ordinary Shares. The Securities
and Exchange Commission of Zambia ("SEC") and the LuSE have granted approval of the
Prospectus and IPO respectively.
LUNDA
Neyimona hiwunelukishiku chiwahi hajawalala, bayi wujinokaku helatuhu chantesha kuya
nakuyihulamu aka yipawu, ankulun'gan'ga adizinan'gawu jamali, an'ganji, akakuhemba mali,
kushilahutuhu ninaakulukayitembi, kon'gaka mwenimu chakubula nikumba mpini vei.
The authorised share capital of MFS PLC comprises 60,000,000 Ordinary Shares of ZMW 0.01
par value each. The issued share capital of the Company comprises 50,000,000 Ordinary
Shares of ZMW 0.01 par value each. The SEC has registered all the 60,000,0000 authorised
Ordinary Shares of MFS PLC and the Company was quoted on the LuSE effective 28 June
2012. The LuSE has approved the listing of all the 50,000,000 issued and fully paid up Ordinary
Shares on completion of the Offer. The Ordinary Shares will only be traded in electronic form.
LUVALE
Nge muchili nakuhuhwasana hachuma mwatela kulinga, twamiloko muhulise vakanyambaulu
yenu, mukakumilanjisha vikumba, kuluwa mujishimbi, kuluwa mumali chipwe tuhu kuluwa kala
ejiva kweulula vene oholyapwa.
Investing in the Ordinary Shares involves risks. Potential investors are referred to the
"Risk Factors" section of this Prospectus for considerations relevant to an investment in
the Ordinary Shares.
TONGA
Kuti na mulazumbauzya, tamuzyi cibotu cinga camungwasya. Mukutasowa ciindi amubuzye
banga nkomuyobweda mali, nokuba kuli bahaahibwene mumakani amali na kuli loya wenu,
nokuba kuli haabusongo mukuyobola mali nokuba kuli bamwi bahaabusongo baiya zyamakani
amali.
The Directors of MFS PLC, whose names are given in section X of this Prospectus, collectively
and individually accept full responsibility for the accuracy of the information contained in this
Prospectus and confirm that to the best of their knowledge and belief there are no other facts the
omission of which would make any statement false or misleading, that they have made all
reasonable enquiries to ascertain such facts.
CONTENTS
Page
2
3
IMPORTANT INFORMATION
3
DEFINITIONS
3
I.
SALIENT FEATURES OF THE OFFER
5
II.
INVESTMENT CASE
6
III.
RISK ANALYSIS
6
IV.
SELECTED FINANCIAL AND OPERATING INFORMATION
8
V.
SHARE CAPITAL
10
VI.
ZAMBIAN ECONOMY AND INDUSTRY OVERVIEW
10
VII.
INFORMATION ON MADISON FINANCIAL SERVICES PLC
13
VIII.
FORMATION GROWTH AND EMERGENCE OF MADISON FINANCIAL SERVICES PLC
13
IX.
MADISON FINANCIAL SERVICES PLC CORPORATE STRUCTURE
13
X.
MADISON FINANCIAL SERVICES PLC BOARD OF DIRECTORS
14
Each of the Joint Lead Advisers, Reporting Accountants, Legal Advisers, Sponsoring Broker
and Transfer Agent has consented in writing to act in the capacities stated and to their names
being stated and, where applicable, their reports being included in this Prospectus.
Chibesakunda & Company Advocates have confirmed to the Directors that the Prospectus
meets all requirements of the Harmonised Listing Requirements of the LuSE, the Securities Act,
the Companies Act and any other regulations and legislations, where applicable.
In compliance with the Companies Act, Chapter 388 of the laws of Zambia, a copy of this
Prospectus has been registered by the Registrar of Companies (the Registrar") at the
Patents and Companies Registration Agency in Zambia ("PACRA"). The Registrar has
not checked and will not check the accuracy of the statements made and therefore
accepts no responsibility for the financial soundness of MFS PLC or the value of the
securities concerned.
Dated 25 June 2014
ADVISERS TO THE OFFER AND LISTING
Joint Lead Advisers to the Offer and Listing
XI.
PROFILES OF SUBSIDIARY COMPANIES AND COMPETITIVE POSITIONING
14
XII.
MADISON FINANCIAL SERVICES PLC STRATEGIC POSITION ANALYSIS
16
XIII.
DETAILS OF THE OFFER
16
XIV.
APPLICATION PROCEDURES
17
XV.
MATERIAL CONTRACTS
18
Legal Advisers to the Offer and Listing
XVI.
GENERAL INFORMATION
18
CHIBESAKUNDA & COMPANY
XVII.
DOCUMENTS AVAILABLE FOR INSPECTION
18
XVIII.
SELLING RESTRICTIONS
18
XIX.
EXTRACTS FROM THE ARTICLES OF ASSOCIATION OF MFS PLC
19
ANNEXURE 1 - INDEPENDENT REPORTING ACCOUNTANT’S REPORT
20
ANNEXURE 2 - DIRECTORY OF RECEIVING AGENTS AND BANKS
39
APPLICATION FORM
41
Wednesday, 25 June 2014
Friday, 01 August 2014
Monday, 25 August 2014
This Prospectus is issued in compliance with the Companies Act, Chapter 388 of the Laws of the
Republic of Zambia, the Securities Act and the Harmonised Listing Rules of the Lusaka Stock
Exchange (“LuSE”).
LOZI
Haiba mwa hakanyeha ka se mu swanela ku eza, mukupiwa kuli ona fa, muyo bonana ni ba
Panga ya mina, Ba atuli ba mina, Ba babaleli ba masheleni kapa bo Caziba ba ba cuukile mwa
musebezi wa ku eleza sicaba.
CORPORATE INFORMATION
An offer for sale by the International Finance Corporation ("IFC") of 9,750,000 Ordinary
Shares in the issued share capital of MFS PLC, representing a 19.50% shareholding in
MFS PLC, at the Offer Price payable in full on application ("the IFC Offer for Sale").
The LSA Offer for Sale and the IFC Offer for Sale are collectively known as the Offer.
KAONDE
Inge mubena kuzhinauka nabyomwafwainwa kuba, mwakonsha shakuya ulaminako bantu bali,
utala pakupotesha kwa bibese byansabe mukafoanyi, Mutonyi, Shayuka wa mali nangwa
mufunjishi wba Shayuka bukiji.
ADVISERS TO THE OFFER AND LISTING
MADISON
FINANCIAL SERVICES PLC
Independent Reporting Accountants
DELOITTE & TOUCHE ZAMBIA
CHARTERED ACCOUNTANTS OF ZAMBIA
Sponsoring Broker
2
Underwriter
Transfer Agent