CENTUM INVESTMENT COMPANY PLC
(Incorporated in Kenya under the Companies Act, 2015)
(Registration Number C.8/67)
CIRCULAR TO SHAREHOLDERS
Proposed buyback of up to 10% of the issued
share capital of
Centum Investment Company PLC from the open market and notice of Extraordinary General Meeting
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR
IMMEDIATE ATTENTION
This Circular is being issued by Centum Investment Company PLC (the Company) and has been prepared in compliance with the requirements of the Capital Markets Act (Cap. 485A of the Laws of Kenya), the Capital Markets (Securities) (Public Offers, Listing and Disclosures) Regulations, 2002, the Capital Markets (Licensing Requirements) (General) Regulations, 2002 and the Nairobi Securities Exchange Listing Rules. Capitalised terms used in this Circular are defined in Part VII (Definitions) on page 21.
The Capital Markets Authority (CMA) has approved the issue of this Circular. Approval of this Circular is not to be taken as an indication of the merits of the proposed transaction or a recommendation by the CMA. As a matter of policy, the CMA and the Nairobi Securities Exchange do not assume any responsibility for the correctness of any statements or opinions made or reports contained in this Circular.
A notice of the Extraordinary General Meeting of the Company to be held at 9.00 AM on Friday, 3 February 2023 is set out at the end of this Circular as Appendix 1. A Proxy Form for use by shareholders is also available to each Shareholder. If you are currently a shareholder of the Company and are unable to attend the EGM, please complete and return the Proxy Form in accordance with the instructions set out in the Notice of the Extraordinary General Meeting. If you have disposed all your shares in the Company please forward this document and the Proxy Form to the stockbroker, banker or other agent through whom you disposed your shares.
None of the Company, its Directors, officers, employees or advisers or their respective affiliates makes any recommendation to any Shareholder whether to participate in or refrain from participating in the Buyback. You are urged to evaluate carefully all information in this Circular, consult your own stockbroker, investment and tax advisers and make your own decisions as to whether to offer your Ordinary Shares, and, if so, the number of Ordinary Shares to offer. The Company, its Directors, officers, employees and advisers and their respective affiliates make no representation as to the validity or adequacy of the Buyback Price.
No person has been authorised to give any information or make any representations other than those contained in this Circular and, if given or made, such information or representations must not be considered as having been so authorised by the Company, its Directors, officers, employees, advisers or their respective affiliates. The issuance of this Circular is not, under any circumstances, intended to create any impression that there has been no change in the affairs of the Company since the date of this Circular or that the information in it is correct at any subsequent time.
Forward-Looking Statements
Any indications of likely future developments and other forward-looking statements in this Circular are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These factors include, but are not limited to, those discussed in Part III (Risk Factors) of this Circular. The risk factors could cause actual results and outcomes to differ from those currently anticipated. No obligation or duty is assumed (except as required by the applicable law) to update any forward-looking statements, whether as a result of new information, future events or otherwise.
The contents of the paragraphs relating to forward-looking statements are not intended to qualify the statements made as to the sufficiency of Profits Available for Distribution in paragraph 7 (Financial Information) of Part VI (Additional Information) of this Circular.
A list of terms and abbreviations used in the document is set out at the end of this Circular.
Date of issue: Thursday, 12 January 2023
TABLE OF CONTENTS
SCHEDULE OF KEY EVENTS | ||
PART I: LETTER FROM THE CHAIRMAN | 4 | |
PART II: | THE BUYBACK | 6 |
PART III: | RISK FACTORS | 9 |
PART IV: | TERMS AND CONDITIONS OF THE BUYBACK | 10 |
PART V: | TAX ASPECTS OF THE BUYBACK | 16 |
PART VI: ADDITIONAL DISCLOSURES AND GENERAL INFORMATION | 17 | |
PART VII: DEFINITIONS | 20 | |
NOTICE OF EXTRAORDINARY GENERAL MEETING | 22 | |
QUESTIONS AND ANSWERS IN RELATION TO THE BUYBACK | 25 |
1
GENERAL INFORMATION
Company
Centum Investment Company PLC | |||||||
9th Floor, Southern Tower | |||||||
Two Rivers Offices, Limuru Road | |||||||
P. O. Box 10518-00100 | |||||||
Nairobi, Kenya | |||||||
Transaction Advisor & Sponsoring Stockbroker | |||||||
Faida Investment Bank Limited | |||||||
Crawford Business Park, Ground Floor | |||||||
State House Road | |||||||
Nairobi, Kenya | |||||||
Email: corporatefinance@fib.co.ke | |||||||
Company Auditor | |||||||
PricewaterhouseCoopers | |||||||
PwC Tower | |||||||
Waiyaki Way | |||||||
Nairobi, Kenya | |||||||
Share Registrar | |||||||
Custody and Registrars | |||||||
1st Floor, Tower B, IKM Place | |||||||
5th Ngong Avenue | |||||||
Upperhill | |||||||
Nairobi, Kenya | |||||||
Company Secretary | Mical Agina | ||||||
9th Floor, Southern Tower | |||||||
Two Rivers Offices, Limuru Road | |||||||
P. O. Box 10518-00100 | |||||||
Nairobi, Kenya | |||||||
2
SCHEDULE OF KEY EVENTS
The schedule of key events for the Buyback is set out below.
The listed dates and times are indicative only and may be changed by the Company (subject to any applicable legal requirements) in which event details of the new times and/or dates will be notified to Shareholders by a public announcement and posted on www.centum.co.ke
Except where otherwise indicated, references to time refer to Kenyan time.
Task | Time | Date | |
Buyback Reference Date | 3:00 pm | Monday, 28 November 2022 | |
Board Meeting to approve Circular and recommend Buyback | 8:00 am | Monday, 28 November 2022 | |
terms and Buyback Price | |||
Announcement of Buyback, Board recommended Buyback Price | 8:00 am | Tuesday, 29 November 2022 | |
and Notice of EGM | |||
Latest time and date for receipt of Proxy Forms for the EGM | 3:00 pm | Wednesday, 1 February 2023 | |
Extraordinary General Meeting | 9:00 am | Friday 3 February 2023 | |
Buyback opens | 9:30 am | Monday, 6 February 2023 | |
Buyback closes: last date for the completion of the Buyback | 3:00 pm | Friday, 2 August 2024 | |
Final day for reconciliation (allowing 3 days for clearance of the | 5:00 pm | Thursday, 8 August 2024 | |
last trade) | |||
Latest announcement of Buyback results | 5:00 pm | Friday, 9 August 2024 | |
(or earlier if Centum achieves | |||
the target number of shares | |||
under the SBB programme) | |||
3
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Centum Investment Company plc published this content on 12 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 February 2023 10:18:26 UTC.