A Scheme of arrangement is a statutory procedure allowing a company to enter a compromise or arrangement with its creditors (or any class of them), which is provided for under section 46 of the Zambian Corporate Insolvency Act, No. 9 of 2017. The approval by Scheme Creditors of the proposed Scheme is essential in facilitating the successful implementation of the Scheme and achieving a fair and orderly resolution of the Company’s current financial position. It is the responsibility of the Scheme Administrator as the agent of the Company (acting through its Provisional Liquidator) to oversee and implement the scheme of arrangement proposed to the Company’s creditors. The classification of creditors is a key element of this process. This refers to the categorisation of creditors based on their claims going into a scheme of arrangement and their treatment under it (see “How will Scheme Creditors’ Admitted Claims be classified?” below). The Scheme Administrator will communicate with Creditors to inform them of the proposed Scheme and seek their approval or consent for the Scheme.

The information on this page is a high-level summary only and is qualified by reference to the Explanatory Statement in connection with the Scheme. All Scheme Creditors are recommended to review the Explanatory Statement, which is available via the link at the bottom of this page.

Employees of the Company are not Scheme Creditors. As such, employees will not be subject to the Scheme and are not required to submit a Voting & Claim Form or any other information in connection with the Scheme.

Who will be involved in the Administration of the Scheme?

1. Scheme Administrator

Due to his relevant experience, Shuko Ndhlovu of HLB Zambia has been appointed by the Company as Scheme Administrator and his team of experts is working to support the Company in implementing the Scheme. The Scheme Administrator shall be responsible for managing communication with Scheme Creditors in connection with the Voting and Claim Form and determining the appropriate Scheme Entitlements under the Scheme.

2. Independent Claims Adjudicator

An Independent Claims Adjudicator will be appointed (if necessary) by the Scheme Administrator as soon as practicable after the receipt from a Scheme Creditor of a Dispute Notice following the rejection of his/her Scheme Claim, having regard to the nature of the Disputed Claim. The appointed Independent Claims Adjudicator will within 7 Business Days of his/her appointment (or such longer period as the Scheme Administrators reasonably allow at their sole, discretion), conclusively determine the amount of the Admitted Claim (if any) referred to him/her for independent adjudication. An Independent Claims Adjudicator will be an individual who is duly qualified, in the reasonable opinion of the Scheme Administrators, to discharge the functions and the powers of an Independent Claims Adjudicator with the appropriate expertise having regard to the nature of the Disputed Claim.”

How will Scheme Creditors’ Admitted Claims be classified?

“Class 1 Scheme Creditors” means any Scheme Creditors which, in aggregate with their affiliates, hold Admitted Claims with a value which is less than USD 1,000,000.00. Further details on payment structure for Class 1 Scheme Creditors under the Scheme are contained in the Explanatory Statement.

“Class 2 Scheme Creditors” means any Scheme Creditors which, in aggregate with their affiliates, hold Admitted Claims with a value which is equal to or greater than USD 1,000,000.00. Further details on payment structure for Class 2 Scheme Creditors under the Scheme are contained in the Explanatory Statement.”