Cambria moves to take over Celsys

shares presently held by them in Celsys or, alternatively, payment in cash.
Celsys yesterday told shareholders that a meeting would be held at the end of the month to vote for the scheme.
The approval of the scheme by the High Court of Zim­babwe and by the members makes Celsys a wholly-owned subsidiary of Cambria.
On completion of the scheme, Cambria shares would be listed on June 22, subject to regulatory approval.

Shareholders who opt for shares, will get 686 Celsys shares for one Cambria share.
As of yesterday, Celsys was worth US$1,1 million, after closing at US0,07c. The company has 1 599 645 849 shares in issue.
Those who do not wish to exchange Celsys shares for Cambria shares have the option of taking their shares in cash and the shares would be purchased at US0,03c for every Celsys share.

But in terms of existing legislation, shareholders that opt for cash will have 1 percent of proceeds with­held as capital gains tax.
The scheme is expected to allow the minorities to realise the value of their investment by becoming part of an enlarged diversified company, reduce their debt-asso­ciated risks in Celsys and enjoy attendant benefits.

Celsys requires about US$5 million to recapitalise its business, and its initial plan was funded by Cambria through a shareholder loan and further equity funding would dilute the minority.

Given the local capital market conditions and histori­cal trends, Cambria — a major shareholder in Celsys — is of the view that any equity-based funding will result in the unfair dilution of the minority shareholders.
Celsys was listed on the ZSE in 2003 with Cambria acquiring a majority shareholding in the company in 2008.

The company produces security documents such as cheque books, share certificates and deposit books for the majority of commercial banks and financial institutions in Zimbabwe.

Celsys also provides ATMs and POS devices on a transaction-based leasing model to the financial sector.
Cambria is a long-term, active investment company, building a portfolio of investments primarily in Zim­babwe.

The company does not have a particular sector focus but its current investment sectors include tourism, chem­ical distribution, commercial printing, business process outsourcing, real estate and technology.
Cambria is incorporated in the Isle of Man and has been listed on the Alternative Investment Market of the London Stock Exchange since 2007. Until February 2012 it was known as LonZim Plc.