Standard Chartered Bank EGM to Approve Retail Business Sale and Bonus Share Issue
Standard Chartered Bank Zambia Plc (SCBZ) has called an Extraordinary General Meeting (EGM) for 17 December 2025 to seek shareholder approval on two major decisions: the proposed sale of its Wealth and Retail Banking (WRB) business to First National Bank Zambia Limited (FNBZ) and a bonus share issue aimed at meeting new capital adequacy requirements.
The meeting will take place physically at Standard Chartered House in Lusaka and virtually through the official eAGM platform. The notice has been approved by the Lusaka Securities Exchange (LuSE), the Securities and Exchange Commission (SEC), and SCBZ itself.
SCBZ plans to sell its WRB business, which includes ZMW 1.6 billion in loans, ZMW 5.2 billion in customer deposits, ZMW 3.8 billion in wealth assets under management, as well as ATMs, branches, offices, and transferring employees who have accepted offers from FNBZ. The proposed sale, signed on 29 October 2025, forms part of SCBZ’s strategic shift to focus on Corporate and Investment Banking.
Under the agreement, FNBZ will acquire the business as a going concern. The purchase price includes goodwill valued at USD 46.9 million, subject to deposit adjustments at completion. Because deposits exceed loans, SCBZ expects to transfer cash to FNBZ to reflect the net liability position. A deposit of USD 4.69 million has already been paid by FNBZ and is accruing interest until transaction completion.
Completion hinges on approvals from the Bank of Zambia, the COMESA Competition Commission, SCBZ shareholders at the EGM, and the SEC if the transaction is considered a merger under the Securities Act. Upon completion, all relevant assets, liabilities, employees, and operations will transfer to FNBZ.
A detailed Transaction Circular was released on 1 December 2025 and is available from Stockbrokers Zambia Limited, Corpserve Transfer Agents, LuSE’s website, and SCBZ’s website.
SCBZ is also proposing a bonus share issue to align with the Banking and Financial Services (Capital Adequacy) Rules, 2025. These rules require the bank to maintain a minimum paid-up capital of ZMW 520 million. At present, SCBZ’s paid-up capital stands at ZMW 416.7 million—80% of the requirement.
To comply, the bank intends to capitalise ZMW 104.2 million from its reserves and issue 416,745,250 fully paid-up ordinary shares to shareholders. Shareholder approval is required for the capitalisation, the issuance of the new shares, and amendments to the Articles of Association to increase authorised share capital from ZMW 520 million to ZMW 530 million.
Following this increase, the additional shares will be registered with the SEC and listed on the Lusaka Securities Exchange. The bank will also dematerialise all shares to ensure they are deposited into the Central Shares Depository.
A Bonus Share Issue Circular with full details is available from 1 December 2025.
Shareholders may attend the EGM physically or virtually, with registration for online participation open from 26 November 2025 until the meeting begins on 17 December. Voting will be conducted electronically via the eAGM platform or the Corpserve Shareholder mobile application.
Queries relating to registration, voting, or meeting access may be directed to Corpserve Transfer Agents via email or telephone. Shareholders may also appoint proxies, with completed forms required to be submitted before the meeting commences.
The notice is issued by Company Secretary Doris Tembwe on behalf of the Board, with Stockbrokers Zambia Limited acting as the sponsoring broker.
