CHAPTER 386
PRIVATISATION ACT

Arrangement of Sections

   Section

PART I
PRELIMINARY

   1.   Short title

   2.   Interpretation

PART II
THE ZAMBIA PRIVATISATION AGENCY

   3.   Establishment of Agency

   4.   Seal of Agency

   5.   Composition of Agency

   6.   Tenure of office and vacancy

   7.   Remuneration and allowances of members

   8.   Functions of Agency

   9.   Proceedings of Agency

   10.   Committees of Agency

   11.   Disclosure of interest

   12.   Director of Agency

   13.   Secretary and other staff

   14.   Disclosure of interest by employees

   15.   Oath of secrecy

   16.   Prohibition of publication or disclosure of information by unauthorised persons

PART III
PROCEDURE FOR PRIVATISATION COMMERCIALISATION

   17.   Privatisation of State owned enterprises

   18.   Golden share

   19.   Allotment of shares

   20.   Obligations of holding companies and share holders

   21.   Obligations of State owned enterprises

   22.   Modes of privatisation

   23.   Valuation of State owned enterprises

   24.   Eligible buyer

   25.   Sale of shares to an employee and consultant

   26.   Political leaders

   27.   Declaration by a potential investor

   28.   Established fund

   29.   Purchase of shares by citizens of Zambia

   30.   Foreign investors

   31.   Modes of payment of shares

   32.   Negotiations for offer of sale

   33.   Conversion of private companies to public companies

   34.   Trading in shares

   35.   Liquidation

   35A.   Appointment of receiver

   36.   Consummation of sale

   37.   Commercialisation of specified Government departments

   38.   Publication of information

PART IV
FINANCIAL AND OTHER PROVISIONS

   39.   Use of proceeds

   40.   Funds of Agency

   41.   Financial year

   42.   Accounts

   43.   Annual report

   44.   Progress report

   45.   Vesting of property in Agency

   46.   Procurement of goods and services

   47.   Arbitration

   48.   Penalties for falsification of information

   49.   Regulations

   50.   Prior leases and agreements

AN ACT

to provide for the privatisation and commercialisation of State owned enterprises; to provide for the establishment of the Zambia Privatisation Agency and to define the functions of the Agency; to provide for the sale of shares in State owned enterprises; and to provide for matters connected with or incidental to the foregoing.

[4th July, 1992]

Act 21 of 1992,

Act 13 of 1994,

Act 9 of 1996.

PART I
PRELIMINARY

1.   Short title

This Act may be cited as the Privatisation Act.

2.   Interpretation

In this Act, unless the context otherwise requires—

“Agency” means the Zambia Privatisation Agency established under section 3;

“bank” means a commercial bank registered under the Banking and Financial Services Act;

“commercialisation” means the re-organisation of specified Government departments into commercialised enterprises which shall operate as profit making commercial ventures without the subvention of the Government and “commercialise” shall be construed accordingly;

“consultant” means any person employed by the Agency to undertake any work of a specialised nature connected with the privatisation programme in Zambia and shall include merchant banks, public accountants, lawyers and valuers;

“current value” means the market value of a State owned enterprise within three months of the completion of the sale;

“divestiture” means the disposing of the whole or part of the assets and shares of a State owned enterprise;

“divestiture sequence plan” means a list of State owned enterprises, as approved by Cabinet, categorised according to the sequence in which the whole or part of their shares will be disposed of over the period of the privatisation programme;

“established fund” includes pension funds, contributory social security schemes, compensation funds and superannuation funds;

“financial institution” means a company, or body not being a bank, which carries on financial business and which is registered under any other law;

“foreign investor” means a person, being a citizen of Zambia or not, who brings into Zambia foreign exchange for the purchase of shares in a State owned enterprise or for additional investment in a State owned enterprise;

“golden share” means a share with special rights to enable the Government in the national interest to intervene in the operations of a company which intervention is caused by specific actions undertaken by the company;

“investor” means an individual, company, established fund, mutual fund, financial institution or foreign government intending to invest in a State owned enterprise under this Act but does not include the Local Government, the Government of the Republic of Zambia and a State owned enterprise;

“mutual fund” means an investment fund which purchases shares in a portfolio of companies and subdivides such portfolio into individual units for sale of such units to investors;

“privatisation” means the transferring to the private sector of part or the whole of the equity or other interest held by the Government, directly or indirectly, in a State owned enterprise wholly or partly owned by the Government and “privatise” shall be construed accordingly;

“Privatisation Revenue Account” means an account established under section 39;

“Privatisation Trust Fund” means a fund established under section 29;

“property” means all property movable or immovable, and all estates, interests, easements, and rights, whether legal or equitable into or out of property, choses-in-action, money and good-will;

“specified Government department” means a department specified by the Minister under section 37;

“State owned enterprise” means a corporation, board, company, parastatal or body in which the Government has direct or indirect ownership, equity or interest and includes partnerships, joint ventures or any other form of business arrangement or organisation in which the Government has direct or indirect interest but does not include a Government department;

“stocks and shares” includes loans, stocks, debentures and debenture stock and options on any stocks, shares, loan, stock, debentures or debenture stock and rights, in relation to State owned enterprises;

“stock broker” means a person who carries on the business of buying and selling stocks or shares for and on behalf of other persons;

PART II
THE ZAMBIA PRIVATISATION AGENCY

3.   Establishment of Agency

There is hereby established the Zambia Privatisation Agency which shall be a body corporate with perpetual succession and a common seal capable of suing and of being sued in its corporate name, and with power, subject to the provisions of this Act, to do all such acts and things as a body corporate may by law do or perform.

4.   Seal of Agency

   (1) The seal of the Agency shall be such device as may be determined by the Agency and shall be kept by the Director.

   (2) The Agency may use a wafer or rubber stamp in lieu of the seal.

   (3) The affixing of the seal shall be authenticated by the Chairman or the Vice-Chairman and the Secretary or any other person authorised in that behalf by a resolution of the Agency.

   (4) Any contract or instrument which, if entered into or executed by a person not being a body corporate, would not be required to be under seal, may be entered into or executed without seal on behalf of the Agency by the Secretary or any other person generally or specifically authorised by the Agency in that behalf.

   (5) Any document purporting to be a document under the seal of the Agency or issued on behalf of the Agency shall be received in evidence and shall be deemed to be executed or issued, as the case may be, without further proof, unless the contrary is proved.

5.   Composition of Agency

   (1) The Agency shall consist of the following members who shall, subject to scrutiny by a Select Committee of the National Assembly and ratification by the National Assembly be appointed by the President—

      (a)   the Permanent Secretary in the Ministry responsible for commerce, trade and industry;

      (b)   the Permanent Secretary in the Ministry responsible for finance;

      (c)   the Attorney-General;

      (d)   a representative of the Zambia Confederation of Chambers of Commerce and Industry;

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