INTERNATIONAL RESOURCES HOLDING RSC LIMITED’S (IRH) 51% STAKE IN MOPANI COPPER MINES PLC IS UNCONSTITUTIONAL AND NULLITY
By: Celestin RM. Mukandila_Esquire
26th March, 2024
The acquisition of the 51% stake in MOPANI from ZCCM Investment Holdings PLC (“ZCCM-IH”) by IRH Limited is unconstitutional because it operated on an illegal “ZCCM-IH Shareholder Approval” which ought to have been a Condition Precedent for the closing or completion of the Transaction hence making it a nullity.
The SENS ANNOUNCEMENT (the “Notice” or “Announcement”) issued in Lusaka, Zambia on 22 December 2023 which provided for the TRANSACTION ANNOUNCEMENT Regarding Mopani Copper Mines Plc is instructive to the effect that the Condition Precedent for the transact must be met.
PARTICULARS OF THE “ZCCM-IH SHAREHOLDER APPROVAL” ILLEGALITY
The Shareholders for ZCCM-IH are;
1. Industrial Development Corporation (IDC) having 60.28% shares
“The IDC was incorporated in January 2014 and is wholly owned by the Government through the Minister of Finance pursuant to the Minister of Finance (Incorporation) Act Cap 349 of the Laws of Zambia.”
2. Government of the Republic of Zambia (GRZ) having 17.25% shares
“GRZ is represented by the Minister of Finance by virtue of the Minister of Finance (Incorporation) Act Cap 349 of the Laws of Zambia.”
3. National Pension Scheme Authority (NAPSA) having 15.00% shares
“The National Pension Scheme Authority (NAPSA) was established in February 2000 by the National Pension Scheme Act no. 40 of 1996 of the Laws of Zambia.” and
4. Minority Shareholders having 7.47% shares
It must be noted that the three major shareholders in ZCCM-IH hold their interests in trust for and on behalf of the Zambian people.
Further to this; The Government of The Republic of Zambia owns property through the Minister of Finance. The Minister of Finance (Incorporation) Act (CAP 349 of the Laws of Zambia) has provided in Section 3 for Incorporation of Minister of Finance. Viz;
“3. The Minister of Finance shall be a corporation sole by that name, with perpetual succession and an official seal, and with power to acquire and hold in that name lands, Government securities, shares in any company, securities for money, and real and personal property of every description, to sue and be sued, to execute deeds, to enter into agreements binding on himself and his successors in office, and to do all other acts necessary or expedient to be done in respect of the above matters or any of them.”
Furthermore, this Act has provided in Section 7 that;
“7. All property vested in the Minister of Finance under or by virtue of the provisions of this Act shall, except where and to such extent as the property is held on other trusts, be held in trust for the President on behalf of the Government.
Having established the fact that the three major shareholders in ZCCM-IH hold their interests for and on behalf of the Zambian Government, such interests are State Assets. It is conclusive that the Act is instructive as to whose interest assets held by the Minister represent. (The Zambian People).
Suffice to note that, ARTICLE 210 of The Constitution of Zambia Amendment Act No. 2 of 2016 has provided for public procurement and disposal of State assets.
ARTICLE 210(2) of The Constitution of Zambia Amendment Act No. 2 of 2016 provides that;
“(2) A major State asset shall be sold, transferred or otherwise disposed of, as prescribed, subject to the approval of the National Assembly signified by a vote of at least two-thirds of the Members of Parliament.”
This provision has further defined a major State asset in Sub Article (3) as;
“(3) For the purposes of this Article, “major State asset” includes a parastatal and equity held by the Government, as prescribed.”
This in itself entails that the Zambian people must be consulted as and when a major asset such as the interests held by ZCCM-IH in a company such as MOPANI is being sold, transferred or otherwise disposed of.
The Constitution is instructive as to the fact that the sale of the 51% stake in MOPANI to IRH Limited by ZCCM-IH was supposed to be subject to the approval of the National Assembly by a vote of at least two-thirds of Members of Parliament.
It is for this reason that I am of the opinion that the shareholders did not consult the people in whose interests they represent when coming up with the “ZCCM-IH Shareholder Approval” for the sale of that major asset belonging to the Government of the Republic of Zambia. Therefore, the said approval by the shareholders is illegal and a nullity ab initio.
CONCLUSION
The Attorney General and the Minister of Finance must revisit the transaction immediately and ensure that the government and ZCCM-IH corrects this constitutional abrogation by subjecting the said sale before the National Assembly for approval as it flies in the teeth of a constitutional abrogation by the Republican President. We must protect and defend the constitution of the Republic of Zambia
And you wonder why his foreign LGBT masters are ushering award after award after award on the conman. They now have unfettered access to our mines.
They surely must think the gods are smiling on them.
They are laughing all the way to the bank with our minerals. Are Africans that stupid? Do we all now have cow brains ?
Vote very wisely in 2026.
@indigotyrol I sincerely sympathise with you in your pain of being lead by HH7. You really don’t like the man and now you hate each wonderful day God gives you to enjoy mother Zambia. It’s such a shame really that you must carry all the negative energy all the days of HH s reign. Take time to calibrate your thinking Man. You are in deep pain and need urgent help. It’s a pity you are getting wasted right before our eyes. Release yourself from this pain , this hate.
Celestin Mukandila your observation would be meaningful if you took up the matter to the Constitutional Court for judicial review. You are entitled to your opinion but only the courts are mandated to state whether this transaction is legal or not. We are a Constitutional Democracy, please take this matter to the Courts for adjudication.
When PF accrued $1.5 billion debt on Mopani, money which was and still being shared with PF, did you comment?
When PF illegally took over KCM for the purpose of asset stripping, did you comment?
When PF illegally took over Lap Green (now Zamtel) did you comment?
Very unprogressive person that you are!
Just check his name you may think as if he is a female no wonder even the reasoning is back ward, are you telling us that lawyers were not involved into this transaction?? Are you a lawyer or you are just a tribalist? Where were are you when PF criminals failed to run these mines???why you didn’t drop such useless article??? Indigo Tyrol panyo pamako chikala one day uzakashulila kumatako PF criminals are gone and dusted they will never come back into life . Don’t be lazy learn to do something your relatives are gone.
Trywell, you are very right! The problem is that these PF thugs and criminals are very dull. They created a debt of $ 1.5billion in Mopan so that they could share. Now, they have been caught pants down! Even the Ndola Lusaka dual way, they wanted to share!
Thank you @Trywell. Where was this so-called lawyer, Celestine when the pf was stripping our two major MINES and yet he had the ZAMBIAN CONSTITUTION ON HIS BOOK SHELF? IS THIS CELESTINE EVEN A LAWYER OR HE IS A FAKE LAWYER WHO SIMPLY PICKED THE CONSTITUTIONAL ARTICLES FROM A BOOK LET?
These are the views of a lawyer who has a narrow understanding of an important principle of business law. ZCCM-IH is the owner of the 51% shares in Mopani Copper Mines which have been sold to IRH and not the Zambian state. The Zambian state only owns shares in ZCCM-IH but not the assets of ZCCM-IH. This is the basis of the business entity principle of law and accounting and simply means that a company limited by share capital and its owner are separate entitites. Enemies of the UPND are not going to change that because there’s simply no court of law in the English-speaking world which will agree with them. Even Fred M’membe has given up because he knows what I’m talking about.