ISLE of Man investors, Cambria Africa Plc (Cambria) will distribute capital either through dividends or share redemptions, with the first tranche of these distributions set at US$3,1 million.
Cambria is a holding company owning investments in Zimbabwe over which it exercises management control.
In a statement submitted to its shareholders, Cambria said it had entered a 50% compulsory partial share redemption at £0,88 (US$1,09).
“On August 27, 2024, Cambria Africa Plc announced that it intended to distribute capital either through dividends or share redemptions. The first tranche of these distributions was set at US$3,1 million,” Cambria said.
“On October 10, 2024, 99,7% of shareholders voting approved an amendment to Cambria’s Articles of Association to allow a pro rata distribution of capital by way of a compulsory partial redemption.”
According to the company’s Articles, the price per share shall not be lower than the latest audited Net Asset Value (NAV) per share of the company less 10%.
Hence, in anticipation of this redemption, on December 16, 2024, the company sold US$3,1 million at an exchange rate of US$1,2681 per GBP (UK pound), yielding GBP2 454 414,39.
“The board of directors has resolved to redeem 50% of all outstanding shares from shareholders of record on January 31, 2025 at 0,88p per share,” Cambria said.
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“Neville Registrars, the company’s registrar, holds the record of members and is responsible for verifying shareholder details to ensure the accurate and timely distribution of payments for redeemed shares.”
Cambria revealed that on or about February 3, next month, it would execute a compulsory pro rata redemption of 50% of all outstanding shares at a price of 0,88 pence per share.
“Payment will be distributed via Crest, post, or internet transfer. Shareholders can expect payments via Crest within two business days, with postal and internet transfers processed shortly thereafter,” Cambria said.
“The board has determined that following the redemption, the company will retain sufficient liquidity to meet its obligations, and its assets will exceed its liabilities.
“The board increased the share capital by 37 shares to avoid fractional allotments.”
As of August 31, 2023, Cambria’s last audited net asset value per share stood at US$1,12.
“At the exchange rate achieved on December 16, 2024, 0,88 pence was equivalent to approximately 1,116 US cents. As of January 27, 2025, 0,88 pence is the equivalent of 1,10 US cents,” Cambria said.
The firm also intends to distribute a second tranche of capital following the sale of Paynet’s offices at the Mt Pleasant Business Park.
“Beyond its real estate holdings, the company has Zimbabwe based assets valued by management at approximately US$2,67 million.
However, the extent and timing of recovery at the holding level remain uncertain,” Cambria said.
“While the first tranche of distributions is confirmed, there is no guarantee regarding the amount or timing of proceeds from the remaining assets.”
Added Cambria: “While maintaining strict cost controls, management will continue its efforts to streamline remaining operations and recover the value of the company’s assets at the holding level for the benefit of all shareholders.”
