Zambeef’s share conversion proposal moves forward after a decisive regulatory and investor step that could simplify the company’s capital structure and unlock growth capacity. British International Investment has signalled its intention to convert preference shares into ordinary shares, provided independent shareholders agree to waive their rights to a Mandatory Takeover Offer. That waiver will be decided by a vote at an Extraordinary General Meeting on 11 March 2026.
The Securities and Exchange Commission has given British International Investment a conditional exemption from the takeover obligation, subject to a simple majority vote by independent shareholders. This sets the stage for a single, clear decision point that could remove a long-standing preference-share overhang that has weighed on the company’s market valuation and financial flexibility. British International Investment Securities and Exchange Commission
Why this matters now
Converting the preference shares would do three practical things for the company. First, it simplifies the balance sheet. Second, it removes a legal and structural reason the firm has struggled to pay dividends. Third, it improves the company’s attractiveness to new lenders and equity partners because investors prefer straightforward capital structures.
Zambeef’s chief executive described the move as a crucial step to resolve a strategic matter that has lingered for years. Faith Mukutu She noted that clarity on the shareholder base and share classes will help management pursue expansion plans with confidence.
What shareholders will vote on
Independent shareholders will be asked to approve a waiver that allows the conversion without triggering a Mandatory Takeover Offer. The board has recommended voting in favour, arguing the conversion will lift the preference-share restriction and help restore full market value to the ordinary shares. If the simple majority is reached at the EGM on 11 March 2026, the path to conversion becomes clear.
A track record of growth and investment
BII first invested US$65 million in the company in 2016, providing long-term capital that helped stabilise debt and expand operations. Since then, the company has scaled into Zambia’s largest integrated agri-business and reported an operating profit of about US$27.3 million (ZMW640 million) in 2025. Production gains include increased wheat output and broader food-supply improvements that support food security across the region. These operational gains have supported higher tax contributions and community employment, with more than 7,000 staff now on payroll.
Zambeef’s Chief Financial Officer highlighted how ramped-up production and improved distribution lifted the company’s tax bill and reinforced its role as a major contributor to the national economy. Patrick Kalifungwa
Strategic expansion continues
The company is in the midst of a US$100 million expansion programme announced in 2022. Investments span livestock facilities, retail upgrades, and new meat processing plants. Recent upgrades at Mpongwe and Chisamba farms have been completed and a larger transport fleet is now in service to speed distribution and match livestock output to domestic meat demand.
The board argues that removing the preference share overhang will make it easier to finance the next growth phase. With a clearer capital structure, Zambeef expects to attract capital on better terms and expand export opportunities to neighbouring markets.
Regulatory recognition and awards
The company’s progress has been noticed locally. The Zambia Revenue Authority recognised the firm as the leading tax-paying company in the agriculture sector for 2025, the second year in a row the business earned that distinction. In July 2025 the firm also received the Best Agriculture Investor award at an investment conference, reflecting its ongoing investments and operational scale. Zambia Revenue Authority Invest in Zambia International Conference
What voters and investors should watch
- The EGM outcome on 11 March 2026. The conditional exemption requires a simple majority of independent shareholders.
- How the board executes the conversion if the waiver passes. Expect a timeline from the company about conversion mechanics and any subsequent corporate actions.
- Dividend policy. Removing the legal limitation could enable a clearer dividend policy in the near term.
- Funding options. A simplified capital structure tends to broaden funding choices and may reduce the cost of capital.
Investor takeaway
This is a moment for independent shareholders to weigh immediate protections against longer-term value creation. The board and management are arguing that the conversion will remove structural obstacles, unlock investor appetite, and support a new phase of growth. For shareholders who want a cleaner capital structure and clearer dividend potential, the proposition is straightforward. For those prioritising takeover protections, the waiver requires careful consideration.
Final thought
If approved, the conversion will close a chapter that has constrained Zambeef’s market perception and financial flexibility. The company’s recent results, scale of operations, and ongoing expansion programme show it is not standing still. Now shareholders must decide whether this technical but consequential corporate action will be the reset that positions the company for wider regional opportunity and stronger returns.
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