BII Welcomes Zambeef Board’s Call for Shareholder Approval of Preference Share Conversion
British International Investment (BII) has welcomed Zambeef Products Plc’s decision to seek shareholder approval for the conversion of BII’s preference shares into ordinary shares, a move the company says will simplify Zambeef’s capital structure and unlock long-term growth.
Zambeef is asking its independent shareholders to approve a waiver of their right to participate in a mandatory takeover offer (MTO) that would otherwise be triggered once BII’s shareholding rises above the regulatory threshold. The resolution will be considered at an Extraordinary General Meeting (EGM) scheduled for 11 March 2026.
The Securities and Exchange Commission (SEC) has granted BII a conditional waiver from the MTO requirement, subject to approval by Zambeef’s independent shareholders. If approved, BII’s ordinary shareholding would increase to 59.29 per cent, while Zambeef would remain publicly listed on the Lusaka Securities Exchange and the AIM market in London.
BII, the UK’s development finance institution, has held a contractual right to convert its preference shares since its US$65 million investment in 2016, an arrangement that was pre-approved by shareholders at the time. However, conversion without a waiver would trigger an MTO under Zambian securities regulations.
According to BII, approval of the waiver would remove a long-standing preference share overhang, now valued at more than US$160 million, which has weighed on Zambeef’s share price despite strong operational performance. The conversion is also expected to remove constraints on dividend payments and improve the company’s ability to raise new capital.
Zambeef has used BII’s investment to stabilise and expand its operations, doubling wheat production and becoming Zambia’s largest integrated producer of stockfeed, poultry, dairy and other agricultural products. Operating profit has more than tripled from ZMW187.6 million in 2016 to ZMW640 million in 2025, positioning the company for regional export growth.
BII Managing Director and Head of Africa Christopher Chijiutomi said the proposal would benefit both investors and Zambia’s broader economy. “Today’s announcement is good news for Zambeef, its investors and Zambia’s food security. By not waiting for the full redemption value of our preference shares, we are effectively transferring more than US$100 million of value to ordinary shareholders,” Chijiutomi said.
Zambeef Chief Executive Officer Faith Mukutu described the proposed conversion as a key step in the company’s development. “The Board recommends that shareholders vote in favour of the resolution. BII has been a valued partner since 2016, and this conversion marks an important milestone that strengthens our position for sustainable growth, job creation and enhanced food security,” she said.
If approved, the transaction will allow Zambeef to maintain market liquidity for shareholders and support its expansion programme, which the company says could create thousands of additional jobs across Zambia.
BII currently has investments in 25 companies in Zambia, employing more than 9,000 people, while Zambeef itself employs over 7,000 workers nationwide.
Additional information for existing Zambeef shareholders, including FAQs, is available at https://zambeefplc.com.
