ZAMBIA Law and Practice Contributed by: Joseph Jalasi, Mailesi Undi, Chama Simbeye and Wana Chinyemba, Dentons Eric Silwamba, Jalasi & Linyama Legal Practitioners
• is able to appoint or veto the appointment of a majority of the directors of the enterprise; • is a holding company and the enterprise is a sub - sidiary of that company; • in the case of an enterprise that is a trust, has the ability to control the majority of the votes of the trustees, to appoint the majority of the trustees or to appoint or change the majority of the beneficiar - ies of the trust; • has the ability to materially influence the policy of the enterprise in a manner comparable to a person who, in ordinary commercial practice, can exercise the element of control referred to in the five points above; or • has the ability to veto strategic decisions of the enterprise (such as the appointment of directors) and other strategic decisions that may affect the enterprise’s operations. The prescribed threshold for merger notification is met when the combined turnover or assets (whichever is higher) of the merging parties in Zambia is at least ZMW15 million. 6.2 Criteria for Antitrust/Competition Review A merger is reviewable by the CCPC if it meets the pre - scribed threshold or other criteria (as provided in the Competition Act and the Commission Merger Guide - lines 2015). It is not notifiable when the prescribed threshold has not been met despite the transaction amounting to a merger. 6.3 Remedies and Commitments The requirements of the CCPC are in the notifica - tion form, which asks for specific details about the business, why the merger is being carried out, how the merger will help the Zambian market, etc, as well as details of beneficial ownership, etc. The idea is to ensure that the merger will not harm the market. The other aspect is that the CCPC is the starting point and it can come back to impose a penalty whenever it finds out that the procedure has not been followed. However, the Zambia Revenue Authority (ZRA) and PACRA have recently been taking due diligence more seriously, as a result of which, the ZRA will not pro - cess the PTT on a transaction until it knows that the CCPC has cleared the transaction, and before PACRA
will lodge a transaction it needs to know that the PTT obligations have been settled. Failure to follow the correct channels could therefore thwart the entire transaction. 6.4 Antitrust/Competition Enforcement See 6.3 Remedies and Commitments . 7. Foreign Investment/National Security 7.1 Applicable Regulator and Process Overview This does not apply in Zambia. 7.2 Criteria for National Security Review This does not apply in Zambia. 7.3 Remedies and Commitments This does not apply in Zambia. 7.4 National Security Review Enforcement This does not apply in Zambia.
8. Other Review/Approvals 8.1 Other Regimes
Zambia’s legislation does not expressly preclude any FDI in a particular area. However, the following sec - tors or industries impose certain foreign ownership restrictions on acquisition and disposal of interest, as well as on the transfer of licence:
• banking and finance; • mining and energy; • telecoms; • real estate; and • pensions and insurance.
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