ZAMBIA INSTITUTE OF ADVANCED

LEGAL EDUCATION

CONVEYANCING AND LEGAL

DRAFTING

PRACTICE FILE

By

SOLLY PATEL

PREFACE

This book is designed to make easy access to the basic concepts in

the Law of Conveyancing and Conveyancing Precedents, for
students of law as well as Legal Practitioners.
There have been no dramatic changes in this particular branch of
law and Advocates depend on original concepts, which are difficult
to understand. The need to simply it cannot be over emphasised.
The aim is not to study all the feudal concepts but to provide a
practical guideline and easy reference for those involved in taking
the bar examination as well as those in the practice.
This work is not intended to be used as a substitute for a regular
text book but more so as a reference book as the law of
Conveyancing takes shape in Zambia, resulting in the setting up of
new Land Registry offices throughout the country and the
implementation of the new Lands Act.

Solly Patel
Lusaka
Zambia
March, 1998

INDEX
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.

11.

12.

Preface
Notes of Conveyancing
Brief notes on Law Association of Zambia
General Conditions of Sale 1977
Contracts-Form and Content
Formal Parts of Documents
(i)
Lease
(ii)
Assignment
Application for Consent
Contract for Sale
Certificate of Title
Certificate of Title (Common Leasehold Scheme)
Steps-Purchase and Sale
(i)
Assignment-Freehold
(ii)
Assignment-100 years
(iii) Assignment-Presidential Lease
(iv) Assignment-Society
(v)
Assignment-Tenants in Common
(vi) Assignment-Former City Council Lease
(vii) Deed of Gift
(viii) Deed of Transfer
(ix) Assignment-Subdivision
(x)
Assignment-Common Leasehold Scheme
(xi) Lodgement Schedule
(xii) Assignment by Liquidator
(xiii) Assignment by Personal Representative
(xiv) Deed of Exchange
(xv) Completion of Statement
Steps Mortgage
(i)
Mortgage
(ii)
Third Party Mortgage
(iii) Further Charge (Third Party)
(iv) Further Charge
(v)
Second Mortgage
(vi) Debenture
(vii) Second Debenture
(viii) Debenture and Specific Mortgage
(ix) Memorandum of Deposit of Title Deeds
(short form)
(x)
Memorandum of Deposit of Title Deeds
(full form)
(xi) Discharge of Mortgage
(xii) Partial Discharge
Leases
(i)
Lease
(ii)
Lease
(iii) Lease-Description of property
(iv) Renewal of Lease

13.

General
(i)
Deed of Surrender
(ii)
Deed of Postponement
(iii) Deed of Release and Discharge
(iv) Deed of Variation
(v)
Deed of Release
(vi) Deed of Rectification
(vii) Application for a separate Certificate of Title
(viii) Notice to Complete
(ix) Assent

NOTES ON
CONVEYANCING
Real property is contrasted with personal property such as goods
called chattels.

Real property is land and includes all things

attached to the land such as buildings. The law of real property

therefore embraces the rules governing the acquisition, retaining,
and disposal of land and things attached to the land: the law also
governs certain interests in the land which are less than full
ownership, for example a right to cross another persons land,
called an easement.
At this point it is important to mention a lease or leasehold estates.
These are classed strictly as personal and not real property, but
because they involve the enjoyment of land, leases are referred to
as chattels
The best known estates in land are called freehold estates, and
leasehold estates or simply a lease.
LEASES
Definition of a Lease
A lease is a contract creating an interest in Land for a fixed period
of certain duration in consideration normally of the payment of
rent.

An interest created in this way is called a term of years.

Frequently it is referred to as a lease or leasehold interest. There

is no limit to the time for which a lease may be created provided it
is for a specific number of years.
It may also be leased at a normal rent or entirely free of rent or
other obligations for a long term as security for payment of money
borrowed.

In this sort of lease however the lender does not

normally take possession. Land may be leased for farming, mining

or building purposes.
A LEASE MAY TAKE VARIOUS FORMS
1.

For a term of years i.e for a fixed and certain duration.

2.

For a fixed or uncertain duration which can be made certain

e.g a tenancy at will:

When A occupies Bs land the

understanding that A may go when he likes and that B may

terminate As interest when he likes: or a tenancy at
sufferance which occurs when A comes into possession by a
lawful leasing and after his estate is terminated or expires,
continues in possession without consent of the landlord.
MORTGAGES
WHAT IS A MORTGAGE OF LAND: A mortgage is a conveyance of
an interest in real property as security for the payment of a sum of
money on the condition that interest will be extinguished or
reconveyed when the sum is fully repaid.

The person borrowing

the money is called the mortgagor and the lender is called the
mortgagee. The use of the word Mortgage is generally, but not
necessary restricted to those instances where the security given is
land or an interest in land. The Law of Property Act 1925 of the
United Kingdom is not applicable in Zambia.

The law governing

mortgages is contained in the Conveyancing Act 1881, 1882, 1892,

1911 all being English Acts and in Chapter 185 of the Laws of
Zambia.
HOW ARE MORTGAGES CREATED?
A mortgage may be either
(i)

Legal i.e recognised by the strict law. A legal mortgage is

conditional transfer of a mortgagors legal interest in
property or

(ii)

Equitable i.e not recognised by the strict law, but by equity

only. A right over property by way of security.

How is a legal mortgage created?

(i)

Where the mortgagor holds his property in fee simple. By an

absolute conveyance of the property to the mortgagee as
security only, with a covenant for the reconveyance of the
property if the money is repaid on the fixed date. There is no
freehold tenure in Zambia.

Reference is made to freehold

property, purely as a matter of interest and for better

understanding of the law and the principals involved.
(ii)

Where the mortgagors property is a lease:

By the grant of a sub-lease to the mortgagee for a term
slightly shorter than that remaining to the mortgagor, or for
an even shorter term.

(iii)

By an assignment (sale) to the mortgagee of the whole or the

remainder of the lease, with a provision for the re-assignment
on payment of the money advanced on a certain day.
If any of the above forms of mortgage is to a Building Society,
the rules laid down in the Building Society Act 1939, (An
English Act applicable to Zambia) is to be complied with.
Equitable Mortgage of a Legal Estate
(a)

Mere

agreement

necessarily

in

or

form

declaration
of

deed)

in

writing

setting

out

(not
the

mortgagers intention to give a legal mortgage of his

property in security for a loan. This will have effect of
giving the mortgagee an equitable interest in the
property which he will hold as mere security.
(b)

By deposit of the Title Deeds to the Legal estate, with

the mortgagee.

However, see Sections 66 and 4 of the Lands & Deeds

Registry Act.
The Remedies of the Equitable mortgagee:
(i)

To sue for the amount of the debt

(ii)

To apply to the court for

(a)

a receiver

(b)

foreclosure

(c)

judicial sale

What is the Equity of redemption?

The date fixed for repayment is the legal date for redemption. If
the mortgagor does not repay by this date he looses his legal right
to the land. From this time onwards he has merely an equitable
right to redeem, amounting to an equitable interest in the property.
The Mortgagors possession of both (a) a legal right to redeem on
the contract date, and (b) an equitable right to redeem later, is
called his equity of redemption, and is an equitable interest in
land which he could sell, leave by will, mortgage, etc.

Rights of the Mortgagee under Legal Mortgage:

1.

to call in the money at any time after the day fixed for
repayment and to sue the mortgagor personally on his
covenant to re-pay in the mortgage instrument if default in
payment is made.

2.

to foreclose.

3.

to take possession but only under a strict liability to account

to the mortgagor.

4.

to sell under his power of sale after notice has been given or
on breach of some other condition e.g to insure.

5.

This power is expressly reserved to the mortgagee by Section

66 of the Lands & Deeds Registry Act provided the mortgage

is created by a Deed and is registered in accordance with

Section 4 of the Act. Under this power to sell the mortgagee
can transfer the whole estate (Section 66(2) Cap. 185)
The rights of both the mortgagor and the mortgagee may be
affected by the lapse of time. By Section 12 of the Limitation Act
1939 when a mortgagee has been in possession of any mortgage
for 12 years without acknowledging in writing that mortgagors
title, the mortgagors equity of redemption is barred.

Likewise

under section 18 of the said Act no action may be brought against a

mortgagee to recover the sum secured by the mortgage if the
mortgagor remains in possession of it for 12 years without paying
interest or acknowledging the title of the mortgagee.
THE MORTGAGEES POWER OF SALE
In what circumstances may the mortgagee exercise his statutory
power of sale of the mortgaged property?
The power is expressly provided for him under Section 65 and 66 of
Cap. 185, but can only be exercised if the mortgage was created by
deed; The mortgagee may sell the property if:
(i)

The payment of the mortgage money or any part of it is in

arrears for three months.

(ii)

If the payment of interest is in arrears for two months.

(iii)

There is breach by the mortgagor of some other condition e.g

his duty to insure the property and;

(iv)

The mortgagor has failed to put the default right even after
he has been given notice that the mortgagee will sell the
property if he did not.

EASEMENTS AND PROFITS

These are two types of benefits enjoyed over another persons land.

Definition of an Easement:
It is a privilege enjoyed by the owner of one piece of land, either to
use the land of another person in a particular manner e.g to pass
over it to reach his own land, or to restrict to a limited extent, the
use by the other person of his own land. The person enjoying the
privilege is however not allowed to remove the natural produce or
soil of the other persons land.

An easement cannot be given a

value in money.
An easement is a legal interest in the other persons land owned by
the one enjoying it. It may be positive i.e granting an active right
to do something, or negative, i.e granting power to restrict the
other persons use of his own land.
Six of the main things which may be enjoyed as easement:
1.

Light: e.g right that light coming over adjoining land to a

window shall not be unreasonably obstructed.

2.

Water: e.g right to go on adjoining land to divert the course of

a stream.

3.

Support: e.g support building by adjoining land.

4.

Fence: a right to have fence maintained by an adjoining

owner.

5.

Air: e.g a right to have a free flow of air at ones window.

6.

Ways: e.g a right to cross back and forth over another

persons land to get to the highway.

How are easements created?

Easement are usually created by being granted to the one who is to
enjoy it, and only very rarely by statute.
express (2) implied (3) presumed.
1.

Express Grant:

The grant may be (1)

The Common Law required this to be by deed, but equity may

accept part performance as making good the absence of a
deed

now

by

S.

6(1)

of

the

Conveyancing

ct

1881

conveyances of land include all privileges, easements and

rights,

even

though

not

specifically

mentioned

in

the

conveyance.
2.

Implied Grant:
This occurs mainly by an owner who sells part of his land
over which he had been in the habit of exercising Quasi
easements.

The principle is referred to as the rule in

Whealdon v Burrows and is stated as follows:

Where an

owner grants part of his land, the grantee obtains, by

implication

easements,

which

satisfy

the

following

requirements:
(i)

They must have been continuous quasi easements.

(ii)

They must be apparent.

(iii)

They must be necessary for the reasonable enjoyment

of the land sold.

3.

Presumed Grant: i.e by Prescription at Common Law

If privilege of the appropriate type is proved to have been exercised

(i)

as of right

(ii)

continuously and

(iii)

neither, violently, nor secretly, nor by permission, it will be

deemed to be an easement established by presumed grant at
common law.

Four identifying Characteristics of easements:

1.

There must be a dominant tenement and a servient tenement

The dominant tenement is the land owned by the person who

is enjoying the privilege. A person who does not himself own
land cannot enjoy an easement.
2.

The easement must accommodate the dominant tenement i.e

It must result in the better enjoyment of dominant tenement
by making it better and more convenient property.

3.

The owners of the dominant and the servient tenement must

be different persons
A person cannot enjoy a true easement over part of his own
land, but a mere quasi easement.
N.B. A mere tenant cannot acquire an easement over the
adjoining property of his landlord, for the tenants occupation
is in the eyes of the law the occupation of his landlord, and
one cannot acquire an easement against oneself: Warburton
& Poake 1857 2. H. & N: except that a tenant can acquire an
easement of light.

4.

An easement must be capable of being the subject matter of

grant i.e there must have been a person who was capable of
granting the easement over the servient tenement, and as
well a grantee who was a definite person or body having the
capacity of acquiring the grant of the easement e.g he must
have owned land called the dominant tenement.

If a so called privilege lacked any of the above 4 characteristics, it

would not be recognised by the law as an easement and the
following provision of S.6(1) of the Conveyancing Act 1881 would
not apply to it.
A conveyance of land shall be deemed to include and shall by
virtue of this Act operate to convey with the land all buildings
erections, fixtures, commons, hedges, ditches, fences, ways,
waters, water courses, liberties, privileges, easements, rights and

advantages whatsoever, appertaining or reputed to appertain to the

land, or any part thereof, or at the time of conveyance, demised,
occupied or enjoyed with, or reputed or known as part of parcel of,
or appurtenant to the land or any part thereof. In simple words a
conveyance passes to the buyer, all easements formerly enjoyed by
the land being sold.
CO-OWNERSHIP
This means that two or more persons are entitled to simultaneous
enjoyment of the land. There are two categories:
(i)

Joint Tenancy

(ii)

Tenancy in Common

1.

Joint tenancy

This is created when land is passed to several persons all at the

same time but with no words stating what share each is entitled to
e.g to A and B. The grantees are joint tenants and have separate
rights one against the other, but as regards, persons outside the
group, they are in the position of a single owner.
The right of survivorship i.e jus accrescendi. i.e when one joint
tenant dies, his interest passes to the remaining joint tenants: this
can go on until the last survivor is the sole owner of the land.
Should a joint tenant leave his share by will to someone who is not
a joint tenant, this will be overridden by the rule of survivorship.
N.B. A joint tenant can dispose of e.g sell his interest in the land
while he is alive, but this has the effect of destroying the joint
tenancy and converting it into tenancy in common.
Tenancy in Common
This is to be distinguished from joint tenancy as follows:

(i)

Tenants hold individual shares i.e they have quite separate

and distinct interests and are only considered together
because their shares are in property which is as yet
undivided among them. The shares may be 1/5 to A and 4/5
to B.

(ii)

The rule of survivorship does not apply.

The size of the

shares being already settled, this is not affected by the death

of a tenant. On his death his interest merely passes to his
heirs by will or intestacy.
(iii)

Whereas the unity of possession applied, there need not be

unity of interest.

CONTRACTS
If either party wrongfully refuses to complete the contract the
other can sue for specific performance, or if, the contract falls
through because the seller wilfully refuses to sell, the buyer may
sue for damages for beach of contract.
But if the sale falls through by reason of defect of title, the
purchaser can recover his deposit and the costs he has incurred in
investigating the title.
He cannot get damages for loss of his bargain.

This is a long

standing rule which was established in the case of Flureau v

Thornhill (1776) 2 BI 1078.

RULES UNDER OPEN CONTRACT

The following are rules as to the proof of title and matters
incidental thereto under an open contract.
Rule 1 Vendor must make good title

The vendor must prove that he has (or will have or can convey the
title to the property to be conveyed) free from incumbrances.
Rule 2 Vendor must show title for 40 years
The Vendor must deliver an abstract showing all the dealings with
and the history of the land for a certain period.
These periods are:
(a)

In the case of freehold, he must start with a document at

least 40 years old which deals with the whole legal and
equitable interest in the land and contains the description by
which the property can be identified and does not show any
defect or doubt in the title. This is called good root of title.
Before the Vendor and Purchaser Act, 1874, which is
applicable in Zambia the period was 60 years.

(b)

In case of Crown grants, leaseholds the abstract of title must

begin with the grant, lease or other instruments creating the
interest which is being sold however long or short time ago it
may have been executed.
Where it is stipulated that the title should commence with a
particular instrument the nature of the instrument should in
every case be clearly stated.

(c)

Grant or sale of lease or under lease

(i)

Under a contract to grant or assign a term of years,

whether derived from a freehold or leasehold, the
intended purchaser cannot call for the title to the
freehold. Thus if A, the tenant in the fee simple agrees
under an open contract to grant a lease to B for 99
years, B cannot call for any title at all.

(ii)

Under a contract to sell and assign a term of years

derived from a leasehold reversion. If B agrees to sell
his leasehold interest to C, C is precluded from calling
As freehold title but he can always call for the

production of the original lease granted by A to B

however old.
Rule 3 The Vendor must prove that the property described in the
deeds is the same as the property which the Buyer has agreed to
buy.
This is called proof of identity and may be established by means
of old plans, lease and declarations.
Rule 4 The Vendor must prove that the land is of the same size and
same nature as the description under which it is being sold.
If there is some very slight mistake in the description the contract
can be enforced, but as we have noticed the seller must pay back a
small part of the purchaser money as compensation.
BRIEF NOTES ON LAW ASSOCIATION OF
ZAMBIA
1.

GENERAL CONDITIONS OF SALE 1997

Contracts for Sale normally incorporate the
Law Association of Zambia General Conditions
but they can be excluded.

If the General

Conditions are incorporated in the contract

then the General Conditions will apply unless
they are varied by the Special Conditions or are
inconsistent with the Special Conditions.
Deposit

2.
General condition 2(a) provides that a deposit
of 10% of the purchase price shall be paid by
the Purchaser upon exchange of Contracts and
General condition 2(b) states that such deposit

Completion

3.

is to be paid to the Vendors Advocates as stake

holder.

General condition 3 provides that completion

shall take place within 6 weeks of date of
Interest

4.

contract if no date is fixed by the Special

Conditions.

Completion will normally take

place at the offices of the Vendor.

Except

where

occupation

is

given

to

the

Purchaser if completion is delayed beyond the

date fixed for completion, the purchaser price
or balance of the purchase price, as the case
may be, shall bear interest at the rate fixed in
the Special Conditions of Sale or if no rate is
fixed at the rate of 30% per annum from the
date

fixed

for

completion

until

actual

completion, provided that if the delay is caused

by the Purchaser the Purchaser may:(i)

at his own risk deposit the purchase

money or where a deposit has been paid
the balance thereof at any bank in Zambia
and

(ii) forthwith give to the Vendor or his Advocate

notice in writing of such deposit and in that
case the Vendor shall (unless and until there
is further delay in completion which is
attributable solely to the Purchasers own
act or default) be bound to accept the
interest, if any, allowed thereon as from the
date of such deposit instead of the interest
accruing

after

such

date

which

would

otherwise be payable to him under the

foregoing provisions of this condition.
(b)

No interest shall become payable by a

Purchaser if and so long as delay in completion

Occupation before
Completion

is attributable to:
5.

(i)

default by the Vendor is deducing title in

accordance with the Contract.

(ii) any other act or default of the Vendor or his
Mortgagee
(c)

In respect of any period during which

interest is payable the vendor shall, instead of

any similar right at law or equity, have the
option of taking, instead of the said interest, the
rents and profits or any apportioned part
thereof (as the case requires) less the outgoings
or an apportioned part thereof.

If the Purchaser, not being in occupation as a

tenant or lessee, is given possession before
completion the, in the absence of agreement to
contrary, from the date of his going into
occupation the following shall apply:Rescission

(a) the Purchaser shall be the licensee of the

6.

Vendor and not the tenant,

(b)the Purchaser shall keep the property in
as good repair and condition as when
occupation was given.
(c) the Purchaser shall pay interest at the
rate of 20% upon the Purchaser money or
the unpaid balance thereof and pay or
indemnify the Vendor against all outgoing
and

expenses,

including

the

cost

of

insurance, in respect of the property.

(d)The
Leaseholds

Purchaser

shall

not

be

deemed

thereby to have accepted the vendors

7.

title.

(e) If the contract is rescinded or discharged,

the Purchaser shall give up possession
forthwith in as good repair and condition
s aforesaid.
(a) If the Purchaser continues to make any
requisition or objection as to title which
the Vendor shall be unable or on the
grounds

of

unreasonable

expense

unwilling to remove or comply with and

does not withdraw the same within ten
days of being required in writing so to do
either party may rescind the Contract.
(b) Upon such rescission the vendor shall
return the deposit but without interest
and

the

Purchaser

shall

return

the

Abstract and all papers belonging to the

Vendor and shall have no claim against
the Vendor for costs, compensation or
otherwise.
(a) The

title

statutory

to

leasehold

leasehold)

(other

property

than
shall

commence with the lease or underlease

creating the term or interest sold.
(b) Such lease or underlease having been
made available for the inspection of the
Purchaser, the Purchaser (whether he has
inspected the same or not) shall be

Vacant possession

9.

deemed to have notice of all its contents

and such notice shall not be affected by
any partial, incomplete or inaccurate

Insurance

statement in the contract.

10.

(c) Where the term or interest sold is created

by an underlease the Purchaser shall
make n o objection on the ground that the
conditions

and

covenants

in

the

underlease do not correspond with those

in the superior lease provided that the
provisions of the underlease substantially
give

effect

to

the

provisions

of

the

superior lease.
(d) The Vendor shall apply for the consent of
the state and any other necessary licence
to assign immediately after the Contract
is made and shall pay any fee necessary
to obtain the same and shall use his best
endeavours to obtain such consent and
licence at the price stated in the Contract
fee from any condition which either the
Vendor or the Purchaser is not already
11.

bound by law or the Contract to comply

with in the event of the Vendor being
unable to obtain such consent or licence
to assign within the period fixed by the
Special Conditions or if no period is so
fixed, eight weeks from the date of the
Contract, either party may rescind the
Contract.
Except as otherwise stated in the particulars or
the special conditions vacant possession of the
property will be given upon completion.

Misdescription

12.

(a) As between the Vendor and the Purchaser,

the Vendor shall be bound to insure and

keep

on

foot

any

insurance

of

the

property against damage or destruction

and give the Purchaser notice of any
premium being or becoming due.
(b)The Purchaser shall require to have the
name of the Purchaser being endorsed on
the policy or recorded by the insurers as
being interested in the policy and in such
case the Purchaser shall on completion
pay to the Vendor a proportionate part of
the

premium

from

the

date

of

the

Contract up to the expiration of the

current period of insurance and any
insurance moneys received by the Vendor
pursuant to such insurance shall be held
by

the

Vendor

upon

trust

for

the

Purchaser and any moneys received y the

Vendors

mortgagee

not

expended

in

reinstatement of the property shall be

deducted from the purchaser price.
(a) If either party shall fail to perform its part
of the Contract the other party may give

Purchasers default

to the defaulting party or its Advocate at

13.

least fourteen days notice in writing

specifying the default complained of and
requiring the defaulting party to make
good the same before the expiration of
such notice
(b)If the defaulting party is the Vendor and
the Vendor does not comply with the
terms of such notice then the Purchaser
may

either

apply

to

the

Court

for

appropriate relief or rescind the Contract

by notice in writing to the Vendor his his
Advocate. Upon such rescission General
Condition 7 (b) shall apply.
(a) No error, mis-statement or omission in the
particulars or in the special conditions
shall annul the sale but if there shall be
any such error mis-statement or omission
which

materially

affects

the

quantity

description or value of the property and

which is discovered by the Vendor or the
Purchaser

before

completion

but

not

otherwise, the same shall form the subject

of compensation to or by the Purchaser as
the case may be provided that the party
against whom compensation is claimed
may if he so wishes and within seven days
of the receipt of notice of such claim in
writing rescind the contract and the
deposit shall be returned to the Purchaser
and

Abstract

documents
Vendor

of

shall

but

the

Title
be

and

all

returned

person

so

other
to

the

claiming

compensation may within seven days of

the receipt of such notice withdraw the
compensation

and

such

notice

of

rescission shall thereupon be deemed to

be withdrawn time being of the essence of
this condition.
(b)The amount of compensation (if any) shall
Disputes

be determined by the person agreed on or

nominated to settle disputes and the

14.

decision of such person thereon shall be

conclusive and binding on the Vendor and
the Purchaser and his costs shall be paid
by the party against whom the decision of
the person is made or as he shall direct.
(a) If a Purchaser shall fail to perform his
part of the Contract the Vendor may give
to the Purchaser or his Advocate at least
fourteen days notice in writing specifying
the default complained of and requiring
the Purchaser to make good the same
before the expiration of such notice.
(b)If the Purchaser does not comply with the
terms of such notice the deposit (if any)
shall be fortified to the Vendor, the Vendor
may

resell

the

property

without

previously tendering an assignment to the

Purchaser, and the Contract shall, without
prejudice to the Vendors right to resume
possession (if given up) and recover
documents belonging to him, become void
but

the

following

provisions

of

this

Condition shall apply;

(c) Any resale, however effected, may be
made at such time and subject to such
conditions and in manner as the Vendor
may think proper;
(d)If within one year from the expiration of
such notice the Vendor shall suffer a loss
as a result of such resale by diminution of
price, the Purchaser shall pay to the
Vendor

the

amount

of

such

loss

as

liquidated damages, after receiving credit

for the deposit, but any surplus on such

resale shall be retained by the Vendor;
(e) On any resale or attempted resale made
in

good

faith

within

such

year

the

Purchaser shall pay to the Vendor all

expenses and disbursements reasonably
incurred in such resale or attempted
resale

as

liquidated

damages,

after

receiving credit for the deposit.

(f) In favour of a purchaser for value acting
at the time of the contract of resale in
good faith any resale by the Vendor
appearing to the Purchaser thereunder to
be

made

in

good

faith

under

the

provisions of this condition shall be valid

and

effective

notwithstanding

that

as

between the parties to this contract the

Vendor may not be entitled to resell under
this Condition or that the Purchaser on
the resale may have made no inquiry as to
the Vendors right to resell or that this
Contract may have been registered; but if
the resale is unauthorised or improper or
irregular, any person aggrieved shall have
his

remedy

in

damages

against

the

Vendor.
Any disputes mentioned in these conditions
which is to be settled as provided by this
Condition shall be settled by some person
agreed upon by the parties or in default of
agreement,

nominated

for

the

particular

purpose by the Council of the Law Association

of Zambia in accordance with the Arbitration

Act or any statutory modification thereof.

1.

CONTRACTS-FORM AND CONTENTS

A contract for the sale of land is governed by the same legal
rules as any other contract, but there are particular rules
concerning land which need to be discussed in detail. What
follows is equally applicable to sale by a private agreement or
to a sale by an auction.
In accordance with Section 4 of the Statute of Frauds a
contract for the sale of land is not enforceable unless
evidenced by some memorandum or note thereof in writing,
signed by the party to be charged or some person lawfully
authorised by him to sign.
The following have been held to be within that section:

1.

A contract for the sale of natural growing crops such as grass

or timber unless they are to be cut at once by the terms of
the contract, in which case the contract is one for the sale of
goods (see the definition of goods in the sale of Goods Act
1893, s.62) and must comply with the provisions of s.4 of the
said Act.
But a contract for the sale of industrial growing crops i.e
crops produced annually

by the labour of man, it is not

within the section and need not be in writing:

2.

A contract for a mortgage of land

3.

A contract for the sale of debentures charged on land

4.

An agreement for a lease, however short:

5.

An agreement for letting lodgings, where the lodger has a

separate part of the house assigned for his use but not where
there is no right to separate occupation i.e a licence.

6.

An agreement for an easement.

It should be noted that the contract, if not in writing, is still
valid but merely unenforceable at common law. Therefore it
can still be enforced, where there is a means of enforcement
which is indirect e.g by forfeiture of the purchasers deposit
or by suing the purchaser on his cheque given for the deposit
and later stopped.
In equity where there is a sufficient act of part performance
Equity will decree specific performance, despite the lack of
writing, to a party who can prove the performance of some
act which is exclusively and unequivocally referable to the
contract alleged and not merely introductory to the contract.
Entry into possession under an oral agreement for lease is
sufficient, but mere payment of a deposit is not nor even
payment of the whole purchase money but compare the case
of Rashid Bin Salim vs Mohammed Bin Said, (1957) E.A. 2111
where Windham D.J. said --- and oral contract for the sale of
land, wholly performed on the purchasers side by the
payment of the purchase price entitles the purchaser to sue
for specific performance----.

The memorandum must be

signed by the party to be charged or his agent. Note that an

agent can be authorised to sign by word of mouth. But if the
memorandum is a deed, the agent must himself be authorised
by deed (a power of attorney).

Note that a legal practitioner has no general authority to sign

on behalf of his client, although he may be given express
authority.
To satisfy s.4 the memorandum must contain all the material
terms of the agreement which have been expressly agreed
between the parties i.e the parties, the price, the property
and any other special terms which are material.
The parties should be described by name and address,
though proprietor, owner and mortgagee have been
held to suffice in the context of a particular property.
The price should always be clearly stated in the contract. If it
is not so stated the court will not imply any agreement for
sale at a reasonable price.
Any other material term must also be included in the
memorandum. Where a term that vacant possession was to
be given on a certain day was omitted, it was held to be vital
to

both

parties

and

the

memorandum

was

therefore

insufficient.
However, if the omitted term solely benefits the plaintiff and
is of minor importance, the plaintiff may waive the benefit of
the term and enforce the contract, as where the purchasers
agreement to pay the vendors costs was omitted. The form
of the memorandum is generally immaterial, and it may come
into existence at any time before the court hearing.
The writing need not be intended to be a memorandum of an
oral agreement e.g. a letter in which one party repudiates the

contract, but in which he sets out all its terms, will be a

sufficient memorandum.
The memorandum may be made up of one or more documents
for example containing an offer to sell (followed by a
telegram repeating the offer) accepted by telegram.

But

documents must by a clear or implied reference to the other

in the one signed by the Defendant be linked.

Where the

documents are unconnected, as where a cheque for the

deposit was acknowledged by a receipt which contained the
contract term and there was no reference on the cheque
(signed by the defendant) to the receipt. It was held that the
memorandum was insufficient.
It is a common practice to have two copies of the contract,
one signed by the purchaser and one by the vendor, and for
these to be exchanged. In such a case there is no completed
contract until exchange does take place.

Thus where the

purchaser had signed his part and posted it to the vendors

solicitor, and the vendor had signed his part but it had not
been posted, there was no contract.
Advocates, acting as such, cannot by their correspondence
constitute a contract for they are not agents within whose
ostensible authority lies the function of making a contract.
Should a contract for the sale of land be registered?
S.4(1) of cap 185 provides that every document purporting
to grant---- and interest in land------ must be registered------within thirty days of its date.

On a strict construction of

these words it would appear that a contract for the sale of

land is required to be registered.

Failure to do so would

result in the contract becoming null and void (Section 6).

This in turn would lead to the absurd situation that, provided
the time that elapses between contract and completion is less
than thirty days, the contract will remain valid, but, if the
time is longer, an otherwise valid contract becomes of no
effect whatsoever, and either party may treat the whole
agreement as terminated. In practice, it is accepted by the
Registrar of Lands and Deeds that such a contract does not
require to be registered but there has been no judicial
approval of this practice.
There are circumstances in which the legal practitioner
acting for the purchaser should certainly register the
contract, for example where he suspects that the vendor may
attempt to complete some other transaction notwithstanding
his contract to sell, or where there is expected to be a long
time lag between contract and completion. If he does not do
so the purchaser may lose the land and be left with only a
remedy in damages and possibly an action for negligence
against his legal advisor.
It follows that the only safe course is to register all contracts
unless specifically instructed otherwise.
2.

THE PARTICULARS OF SALE

The purpose of the particulars set out in a contract is to
describe the property which it is proposed to sell and also to
state any incumbrances subject to which the sale is made.
The particulars must describe the property correctly and a
misstatement of fact (e.g that the property is freehold when it
is infact leasehold) would entitle the purchaser to refuse to
complete.

However, expressions of opinion (e.g that the

property is worth K10,000 would not entitle the purchaser to

rescind if, infact, the property is worthless.
Although a contract for the sale of land is not one that
requires uberrima fides (i.e in which an absolute duty lies on
each party to disclose all material facts of which he has
knowledge) there are certain items which a vendor must
disclose in the contract particulars.

These may be broadly

classified as defects in quality and defects in title.

Defects in quality are those in the quality of the land which
will prejudice the purchaser in the physical enjoyment of the
property. However, the vendors duty to disclose such defects
depends on whether they are such as to be discoverable by
inspection by the purchaser and ordinary vigilance on his
part (patent defects) or whether they would be revealed by
any inquiry which the purchaser is in position to make (latent
defects).
As regards patent defects the rule is caveat emptor an the vendor
need not disclose them in the contract.

If the purchaser fails to

discover that, for example, the house of which he is taking a

tenancy is in ruinous condition, he has only himself to blame. But
active concealment by the vendor of defects which would otherwise
be patent is a fraud entitling the purchaser to rescind.
As regards latent defects the vendor is required to disclose these so
far they are known to him, if they are, to his knowledge, such that
the purchaser, if he had known of them, would not have entered
into the contract.
Where there is a physical defect in the property unknown to either
party the purchaser will only be able to rescind if he can prove that

he will thereby be prevented from using the property for the

purpose for which it was sold to him.
Defects in the title are those which may expose the purchaser to
adverse claims to the land.

In the absence of anything to the

contrary, an agreement for the sale of the land implies that the
whole of the vendors interest will be sold.
It follows that if there are incumbrances which the vendor cannot
or will not remove he must give details in the contract. If he does
so the purchaser impliedly agrees to take subject to such
incumbrances as he has knowledge of at the date of the contract.
But such notice does affect the liability of a vendor who expressly
agrees to show a good title.
What constitutes a defect in title which the vendor will be bound to
disclose?

The courts have held that the following matters are

defects:(a)

The existence of an easement over the property.

(b)

Covenants restricting the use and enjoyment of the property.

(c)

On the sale of leasehold, the existence of any unusual or

onerous covenants in the lease.

(d)

The failure of the contract to distinguish between an original

lease and an underlease.

(e)

The existence of a lease or tenancy agreement of the

property. Although a mortgage is clearly; an incumbrance, it
is accepted practice that, if the mortgage is to be redeemed
on or before completion, there is no need to mention the
mortgage in the contract.

3.

THE DEPOSIT

It is usual upon exchange of contracts for the purchaser to pay a

deposit of 10% of the purchase price (though the amount may

vary). This acts as part payment of the purchaser price and as a

guarantee that the purchaser will perform the contract.

As has

already been noted payment of the deposit is not an act of part

performance sufficient to render enforceable in equity an oral
contract that is not enforceable at law.
The deposit is usually paid to the Vendors solicitors, though it may
be taken by the vendor himself or by an estate agent.
It may be taken either as stakeholder or as agent for the
vendor. If taken as stakeholder the effect is that the holder of the
deposit may not be part with it unless and until both parties to the
contract have performed their sides of the bargain.
Where the deposit is taken as agent for the vendor it must be paid
over to the vendor on demand. The Vendor will be liable for the
deposit if it is paid to and then misappropriated by the agent.
The vendor will also be liable where the deposit is paid to an estate
agent subject to contract and he subsequently becomes insolvent
before the contract is signed. In the absence of any stipulation as
to how the deposit is to be held in such a case, it is held as agent
for the vendor.
Even where the vendors agent holds the deposit as stakeholder the
vendor remains liable on the agents insolvency.
Where the vendor is a trustee who has an agent acting for him the
deposit should never be held by that agent as stakeholder for the
trustees would then be in breach of S. 18(3) of the Trustee Act
1893.
If the sale does not take place because the vendor cannot make
good title, the deposit must be returned to the purchaser with
interest (unless otherwise stipulated).

FORMAL PARTS OF DOCUMENTS

LEASE
DATE

THIS LEASE made the

Day of

One

Thousand nine hundred and Ninety----------------PARTIES

Between
(1)JOHN BANDA of Lusaka in the Republic of Zambia
(hereinafter called the Lessor) of the one part and
(2)FELIX PHIRI also of Lusaka aforesaid (hereinafter
called the Tenant) of the other part

TESTATUM WITNESSETH as follows:

In consideration of the Rent and the Tenants covenants
hereinafter reserved and contained.
DEMISE

The Lessor DEMISES unto the tenant

PARCELS

ALL

THAT

dwelling

house

etc.

Situate

at

------------------------------HABENDUM

TO HOLD unto the Tenant from ----------------- for

the term of ---------- years.

REDDENDUM

YIELDING AND PAYING therefore during the said

term------COVENANTS BY
TENANT

THE TENANT HEREBY COVENANTS with the Lessor

as follows:

LANDLORDS
COVENANT

THE LESSOR HEREBY COVENANTS with the

Tenant that the Tenant performing and observing all

the covenants herein contained may quietly hold and
enjoy---------------------------------------------TESTIMONIUM IN WITNESS whereof----------------------------------ATTESTATION

Signed Sealed and Delivered ----------------------------

ASSIGNMENT
DATE

THIS ASSIGNMENT is made the -------------------- day of

-------------- 19

PARTIES

BETWEEN CHARLES CHIKOTI of ------------ (hereinafter

called the Vendor) of the one part and DICKSON
DAKA of ---------------- (hereinafter called the Purchaser)
of the other part.

RECITALS WHEREAS
--------------------------------------------------------------------------TESTATUM NOW THIS INDENTURE WITNESSETH
---------------------------------CONSIDERATION

In pursuance of the said agreement and in

consideration of-------- the sum of

---------------------------------------------------------------------------RECEIPT

(The receipt of which sum the Vendor hereby

acknowledges)

OPERATIVE

The Vendor as Beneficial Owner hereby assigns

unto the purchaser

PARCELS

ALL THAT
-----------------------------------------------------------------

HABENDUM
RESTRICTION

TO HOLD the same unto the Purchaser

SUBJECT to

---------------------------------------------------------------PURCHASERS
COVENANTS

The Purchaser hereby covenants with the Vendor

------------------ATTESTATION

IN WITNESS whereof the said parties have

hereto set their hands and seals the day and year.

TESTIMON IUM SIGNED SEALED and DELIVERED

------------------------------APPLICATION FOR CONSENT
FORM 1
(Regulation 3(a)
REPUBLIC OF ZAMBIA
MINISTRY OF LANDS NATURAL RESOURCES AND TOURISM
NON-AGRICULTURE LAND
The Commissioner of Lands
P O Box 30069
LUSAKA
PART 1
(To be completed by the lessee in duplicate)

APPLICATION FOR CONSENT TO

ASSIGN/SUBLEASE/MORTGAGE/CHARGE
PART WITH POSSESSION/SELL/TRANSFER/SUBDIVIDE
------------------------------------------------------------------------------------------------------------1.

Property:

Stand/Plot/Farm/Subdivision

No.
---------------------------------------------------------------------------------------------2.

Area/Acres/Hectares/Square

Metres:

----------------------------------------------------Zoning:
3.

Name

Residential/Commercial/Industries
of

--------------------------------------------------------------------------------

lessee:

4.

Residential
Address:---------------------------------------------------------------------------Proposed Assignee/Sublessee/Chargee/Transferee etc.

5.

Name

in

full:

-----------------------------------------------------------------------------------6.

Address:
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Details of Unexhausted improvements
Value
(i)

-----------------------------------------

(ii)

-----------------------------------------

(iii)

-----------------------------------------

(iv)

-----------------------------------------

(v)

-----------------------------------------

K
----------------Total

K
-----------------

7.

(If application is for Subdivision) State:

(a)

Existing development on
property:

------------------------------------------------------------------------------(b)

Proposed

developments

on

Subdivision

(s)

-----------------------------------------------------------------------------------------------------------------------------8.

Proposed

price/premium/consideration/rent

or

periodical

payment (state
frequency

if

rent

or

-----------------------------------------------

periodical

payment)

K:

9.

(If application is for a Mortgage or Charge) state amount

advance/Debt
----------------------------------------DATE:

----------------------------------------LAW ASSOCIATION OF ZAMBIA

Contract and Conditions of Sale

AN

AGREEMENT

made

the

---------------------------

day

of

--------------------------- one Thousand Nine Hundred and Ninety

BETWEEN

of Lusaka in the Republic of Zambia

(hereinafter called the Vendor of the one part and

company

incorporated in Zambia and having its registered office at Lusaka

(hereinafter called the Purchaser) of the other part WHEREBY IT
IS AGREED that the Vendor will sell and the Purchaser will
purchase the property referred to in the accompanying particulars
at the price of

upon the accompanying terms and

conditions and the Vendor and the Purchaser do on their respective

parts agree to complete the said purchase on the said terms and
conditions.
AS WITNESS the hands of the parties hereto or their duly
authorised agents the day and year first before written.
SIGNED by
In the presence of:

)
)

WITNESS
Name:
Address:
Occupation:
SIGNED by

In the presence of:

WITNESS
Name:
Address:
Occupation:

PARTICULARS
(Description)
ALL THAT piece of land in extent
less being

more or

situate at

which piece of

Land is more particularly delineated and described on Diagram No.

of

annexed to the Certificate of Title relating to this

piece of Land EXCEPT and RESERVED all minerals oils and

precious

stones

whatsoever

upon

or

under

the

said

land

TOGETHER WITH the unexhausted improvements thereon for a

term of 99 years from the

day of

20

by a Lease (hereinafter called the Lease) dated and

between

created
made

SPECIAL CONDITIONS

1.

The property is sold subject to the Law Association of Zambia

General Conditions of Sale 1997 so far as the same are not
inconsistent with or varied by these Special Conditions.

2.

The Vendors Advocates are:

The Purchasers Advocates are:

3.

The period fixed for obtaining the states consent any other
necessary licence to assign shall be ----------------------- weeks
from the date of the Contract.

4.

The date fixed for completion

5.

The Vendor is selling as

6.

The title shall commence with

7.

The property is sold subject to

DATED

20----

AND

LAW ASSOCIATION OF ZAMBIA

CONTRACT AND CONDITIONS OF

SALE RELATING TO:

VENDORS ADVOCATES:

PURCHASERS ADVOCATES:

No: -----------------CERTIFICATE OF TITLE

REPUBLIC OF ZAMBIA
Registered No. 1234/2

The Lands & Deeds Registry Act

CERTIFICATE OF TITLE

THIS CERTIFICATE dated the 1st day of September one thousand

nine hundred and fifty five under the hand and seal of the Registrar
of Lands and Deeds of Zambia WITNESSETH that KACHIPEMBE
LIMITED of Lusaka in the Republic of Zambia is a tenant of lease
for the unexpired residue of a term of 99 years from the first day of
March

1955

(Subject

to

such

reservations

restrictions

incumbrances underwritten or indorsed hereon) or and in all piece

of land in extent 0.340 of an acre more or less being Stand No.
1234 situate in the Lusaka Township in the Central Province of
Zambia which piece of land is more particularly delineated and
described on Diagram 380 of 1955 except and reserved all mineral
oils and precious stones whatsoever upon or under the said land.

Signature

Of registrar of Lands & Deeds

Document Registration

No.

------------------------------------------------------------------------------------------------------------8.8.55

1.9.55

1234/1

The reservations
---------------------------------------------------------

restrictions

restrictive
---------------------------------------------------------

Covenants and

conditions
---------------------------------------------------------

mentioned

contained or referred
to in a lease (a copy of
which is
attached hereto made
between
the Crown of the one
part and
Kachipembe-Limited- of
the
other part)
10.7.58

12.7.58

1234/2

Mortgage to Ndalama Bank

Limited to secure
K500,000 and
Interest

28.8.75

29.8.75

1234/3

Vacating Receipt of Registered

No. 123/2

No. L2748D

REPUBLIC OF ZAMBIA
Registered No. 2
THE LANDS AND DEEDS REGISTRY ACT
CERTIFICATE OF TITLE
FOR UNIT UNDER COMMON LEASEHOLD SCHEME
THIS IS TO CERTIFY that RURAL DEVELOPMENT CORPORATION LIMITED is the
registered proprietor of
ALL THAT piece of leasehold land shown and edged red on the plan (hereinafter
attached) known as Unit No.
CL/1/2 of LUS/2127/CL/1/2 and comprising approximately 0084 square meters situate at
Lusaka Province and with the share of the unit holder in common property being 8.33 per
cent

------------------------------------------Registrar
Dated 28 August 1996

Memorials
___________________________________________________________________________________________
Date of
Date of
Registered
Cancellation
Document
Registration No.
___________________________________________________________________________________________
28.8.96
28.8.96
2127/CL/1/2/1
Subject
also
to
the
interest endorsed
------------------------------------in the Register and to such other interest, by-laws.
------------------------------------------------------------------easements and restrictions implied or created
------------------------------------------------------------------By
the
Common
Leasehold
Schemes
Act.
1994
------------------------------------------------------------------and has the benefit of and as subject to the rights
-----------------------------------------------------------------and
obligations
imposed
as
varied
by
the
------------------------------------------------------------------------------common
leasehold
declaration
entered
in
the
------------------------------------------------------------

------------------------common
leasehold
Register
on
28
August
-------------------------------------------------------------------------------------------------------------------------- 1996
------------------------------------------------------------------------Subject to the covenants and conditions
----------------------------------------------------------contained
in
part
1
of
the
First
Schedule
to
-------------------------------------------------------------------------- Land (Conversion of Titles) Regulations, 1975
-------------------------------------------------------------------------------------------The said covenants and conditions are
produced
--------------------------------------------------------In Annexture A to this Certificate
---------------------------------------------------------------------------------------------------------------------------18.5.14
20.5.14
264
Subject also to the exceptions
reservations
Restrictions restrictive covenants and
---------------------------------------------------Conditions contained in an Indenture of
----------------------------------------------------------------------grant of final title made between The
---------------------------------------------------------------------British South Africa Company of the one
-------------------------------------------------------------------Part and Batana Bututa Manpodi of the
-------------------------------------------------------------------other part so far as the same are still
------------------------------------------------------------------Subsisting and effect the said land
--------------------------------------

STEPS
PURCHASE AND SALE
INSTRUCTIONS

(Vendor and Purchaser)

1.

Name Contact Address-telephone number etc.

2.

Whereabouts of Title Deeds 9V)

3.

Particular of Transaction i.e. Price

4.

Special Conditions i.e Mortgage Finance, Payment of costs etc.

BEFORE EXCHANGE OF CONTRACTS

VENDOR
1.

Letter confirming Instructions + Letter to

Purchasers Advocates

2.

Apply for consent

3.

Conduct Searches

4.

Obtain deeds from Bank or Building Society, if need be

5.

Draft Contract for approval by Purchasers Advocates

6.

Send draft (one plus one) to Purchasers Advocates for approval

7.

When draft approved-take instructions on any amendments, if

necessary, engross, and have client execute it after explaining
contract to client and send both copies to purchasers Advocates.

PURCHASER
1.

Conduct searches.

2.

Confirm instructions with client.

3.

Write to vendors Advocates.

4.

When draft contract received-approve draft-(do amendments on both

copies). Endorse both contracts Approved as amended in red date
+ sign and send copy to Vendors Advocates.

5.

Request vendors Advocates to deduce Title when returning contract

duly executed (This will save time in the long run).

6.

When vendor forwards engrossed contracts explain contents to

clients and have same executed.

EXCHANGE OF CONTRACTS send contract executed by Purchaser

together with deposit payable to Vendors Advocates. Do not forget to date
both contracts. In practice the Vendors Advocates will send both copies of
engrossed contract to Purchasers Advocates for execution. Purchasers
Advocates will have copies executed and return both copies to Vendors
Advocates with the deposit payable.

Vendors Advocates will then have

both contracts executed and ate the same and send one copy to
Purchasers Advocates.
DEDUCING TITLE
VENDOR
Vendors Advocates will photocopy the certificate of title or provisional
certificate and previous assignments etc and send to Purchasers
Advocates.

PURCHASER
The Purchasers Advocates will investigate Title. He will check that the
Deeds are in order i.e the property belongs to the Vendor and if there are
any encumbrances affecting the property i.e mortgages or leases (he can
request advocates to remove the encumbrances).
DRAFTING ASSIGNMENT
PURCHASER
Purchasers Advocates drafts the assignment and forwards two copies to
the Vendors Advocates for approval.
VENDOR
Approves assignment and endorses on both copies Approved as amended
in red signs + dates both copies and forwards one copy to Purchasers
Advocates.
PURCHASER
Purchasers Advocate engrosses the assignment and forwards two copies
to the Vendor Advocates for execution.
VENDOR
Vendors Advocate has assignments and copy executed and prepares a
completion statement to forward to Purchasers Advocate.
PURCHASER
Purchasers Advocate checks that figures are correct on the completion
statement. The parties then arrange a suitable date for completion.
COMPLETION
This takes places in the Vendors Advocates office or at the office of the
person or organisation holding the Deeds i.e mortgages advocates.

On

completion the Vendors Advocates hand over to the Purchasers Advocates

the Title Deeds etc. in return for the Purchaser price shown on the
completion statement (make adjustments if necessary).
AFTER COMPLETION
Purchasers Advocates prepares lodgement schedule and attends to
registration.

Both parties draw bills of costs and send them to their

respective clients.
ASSIGNMENT FREEHOLD
THIS INDENTURE made the

day of

Thousand nine hundred and seventy

One
BETWEEN

of Lusaka in the Central Province of the Republic of Zambia

(hereinafter called the Vendor) of the one part and

of

Lusaka

aforesaid (hereinafter called the Purchaser) of the other part.

WHEREAS

immediately

prior

to

the

commencement

of

the

Land

(Conversion of Titles) Act 1975 (hereinafter called the Act) the Vendor
was seized of the hereditaments described in the Schedule hereto
(hereinafter called the Property) for an estate in fee simple in possession
subject to the exceptions reservations (other than the perpetual yearly
rent charge or any part thereof) restrictions restrictive covenants and
conditions contained in an Indenture of Conveyance dated the Ninth day of
June One Thousand Nine Hundred and Fifty and made between
ELIZABETH BETTINA MARRAPODI of the one part and William Steinberg
Pretorious Erlank of the other part so far as the same are still subsisting
and affect the said land and subject also to the restrictive and other
covenants contained in an Indenture of Conveyance dated the Twenty
Fourth day of February One Thousand Nine Hundred and Fifty Six and
made between William Steinberg Pretorious Erlank of the one part and
Gerald William Devonish Beaman of the other part so far as the same are
still subsisting and affect the said land
AND WHEREAS by virtue of Section 5 of the Act the Vendors legal estate
in fee simple was converted to a statutory Leasehold as defined in the Act

for a term of One hundred (100) years from the first day of July One
Thousand Nine Hundred and Seventy Five AND WHEREAS the Purchaser
has now called upon the Vendor to execute an assignment of its said
Statutory Leasehold estate in pursuance of the provisions of the Contract
as hereinbefore recited at the price of Twelve Thousand Nine Hundred
Kwacha (K12,900.00).
NOW THIS INDENTURE as follows:
1.

In pursuance of the said agreement and in consideration of the sum

of Twelve Thousand Nine Hundred Kwacha (K12,900.00) now paid
by the Purchaser to the Vendor (the receipt of which sum the Vendor
has acknowledged) the Vendor as Beneficial Owner HEREBY
ASSIGNS unto the Purchaser ALL AND SINGULAR the Property
more particularly delineated and described in the Schedule hereto
TO HOLD the same together with the unexhausted improvements
thereon unto the Purchaser for the said unexpired residue of the
said term created by the Act subject as aforesaid and SUBJECT TO
all statutory restrictions now imposed or to be imposed in respect
thereof.

2.

The Purchaser HEREBY COVENANTS with the Vendor that the

Purchaser its successors in title and assigns will hence forth at all
times hereafter save harmless and keep the vendor and his heirs and
assigns indemnified from and against all proceedings costs claims
damages and expenses whatsoever on account of any mission or any
breach

of

any

of

the

statutory

impositions

or

restrictions

hereinbefore referred to.

IN WITNESS whereof the Vendor and the Purchaser have hereunto set
their hands and seals the day and year first before written.
THE SCHEDULE HEREINBEFORE REFERRED TO
ALL THAT piece of land in extent four one nine nought (4190) square
metres more less being the Remaining Extent of Subdivision No. 281 of

Farm No. 441 situate near Lusaka in the Central Province of the Republic
of Zambia which piece of land is more particularly delineated and
described on diagram No. 814 of 1989 annexed to the Certificate of Title
relating thereto EXCEPT AND RESERVED all minerals oils and precious
stones whatsoever upon or under the said land.

Signed sealed and delivered )

By the said

In the presence of:

WITNESS
Name:
Address:
Occupation:
Signed sealed and delivered )
By the said
In the presence of:
WITNESS
Name:
Address:
Occupation:

)
)

ASSIGNMENT 100 YEARS

THIS INDENTURE made the ---------------------- day of ----------------------------- one
thousand nine hundred and ninety BETWEEN

company

incorporated in Zambia and having its registered office at Lusaka in the

Republic of Zambia (hereinafter called the Vendor) of the one part and
a company incorporated in Zambia and
having its registered office at Lusaka aforesaid (hereinafter called the
Purchaser) of the other part.
WHEREAS
1.

The Vendor is the tenant or lessee of the hereditaments more

particularly described in the Schedule hereto (hereinafter called
the Property) for the residue now unexpired of the term of One
Hundred (100) years from the 1 st day of July One Thousand Nine
Hundred and Seventy Five created by the Land (Conversion of
Titles) Act 1975 (hereinafter called the Act) at the rent reserved
and SUBJECT to the covenants and conditions contained in Part 1 of
the First Schedule to the Land (Conversion of Titles) Regulations
1975 and SUBJECT TO

the exceptions reservations restrictions

restrictive covenants and conditions contained in an Indenture of

Grant Final Title made between his Majesty of the one part and
Lionel James Marston of the other party and dated the 31 st day of
March 1975 so far as the same are still subsisting and affect the said
property AND SUBJECT ALSO to the restrictive covenants and the
right of way and with the benefit of the right of way contained in an
indenture of conveyance made between Jacobus Johannes Potgieter
of the first part Alexander Pretorius of the second part and Dale
Motors Limited of the third part and dated the 15th December 1955.
2.

The Vendor has agreed to sell the said piece of land to the Purchaser
for the sum of One Million Two Hundred Thousand Kwacha
(K1,200,000.00).

3.

The necessary consent in writing to the Assignment hereby made

has been duly obtained.

NOW THIS DEED WITNESSETH as follows:In pursuance of the said agreement and in consideration of the sum of One
Million Two Hundred Thousand Kwacha (K1,200,000) paid by the
Purchaser to the Vendor (the receipt whereo the Vendor hereby
acknowledges) the Vendor as Beneficial Owner HEREBY ASSIGNS unto
the Purchaser ALL THAT the property described in the schedule hereto
SUBJECT TO the right of way and with the benefit of the right of way
contained in the said Indenture of Conveyance made between Jacobus
Johannes Potgieter of the first part Alexander Pretorius of the second part
and Dalex Motors Limited the third part and dated the 15 th December,
1955 TO HOLD the same unto the Purchaser for the residue of the said
term of One Hundred (100) years SUBJECT to the payment of the yearly
rent and the lessees covenants and conditions prescribed in respect
thereof.
1.

The Purchaser HEREBY COVENANTS with the Vendor that the

Purchaser will at all times henceforth during the continuance of the
said term pay all such rent becoming due and observe and perform
the said covenants and conditions on the part of the lessee and
conditions which may now or hereafter be prescribed in respect of
the properties and will at all times keep the Vendor effectually
indemnified against all proceedings costs claims and expenses
damages and demands whatsoever by reason of an account of any
omission to pay the said rent or any breach of the said covenants
and conditions.

IN WITNESS whereof the parties hereto have caused their Common Seals
to be hereunto affixed the day and year before written.
THE SCHEDULE hereinbefore referred to:

ALL THAT piece of land in extent 0.4647 hectares more or less being the
remaining extent of Subdivision No. 7 of Farm No. 397a Chipwenupwenu
situate in the Lusaka Province of Zambia which piece of land is more
particularly delineated and described on Diagram No. 1727 of 1955
annexed to the Certificate of Title issued in respect of this piece of land
EXCEPT and RESERVED all minerals oils and precious stones whatsoever
upon or under the said land.
THE COMMON SEAL of

Was hereunto affixed

In the presence of the Vendor

DIRECTOR:
SECRETARY:
THE COMMON SEAL of

the Purchaser

Was hereunto affixed in the presence of )

DIRECTOR:
SECRETARY:
ASSIGNMENT
PRESIDENTIAL LEASE
THIS INDENTURE made the

day of

nine hundred and ninety BETWEEN

one

thousand

and

both of Lusaka in the Republic of Zambia (hereinafter called

the Vendors) of the one part and

also of Lusaka aforesaid (hereinafter

called the Purchaser) of the other part.

WHEREAS
1.

By a Lease (hereinafter called the Lease) dated the Twenty

Seventh day of September, One Thousand Nine Hundred and EightyNine and made between The President of the one part and Five Car
Hire Zambia Limited of the other part ALL THAT the hereditaments

and premises more particularly described in the schedule hereto

(hereinafter called the Premises) were demised to the said Five
Car Hire Zambia Limited for the term of 99 years from the 1 st day of
September One Thousand Nine Hundred and Eight Nine at the rent
reserved and the covenants conditions and stipulations contained in
the said Lease.
2.

The premises comprised in and demised by the Lease are now

vested in the Vendors for the residue of the term of years created by
the Lease subject to the rent covenants and conditions contained in
the Lease.

3.

The Vendors have agreed with the Purchaser for the sale to the
Purchaser of the said premises subject as aforesaid but otherwise
free from encumbrances at the price of Five Million Five Hundred
Thousand Kwacha (K5,500,000).

NOW THIS DEED WITNESSETH as follows:

1.

In pursuance of the said agreement and in consideration of the sum

of Five Million Five Hundred Thousand Kwacha (K5,500,000) paid to
the Vendors by the Purchaser (the receipt whereof the Vendors
hereby acknowledge) the Vendors as Beneficial Owners HEREBY
ASSIGN unto the Purchaser ALL AND SINGULAR the piece of land
comprised in and demised by the Lease together with all buildings
erected thereon TO HOLD same unto the Purchaser for the residue
of the term of years created by the Lease SUBJECT to the payment
of the rent and to the covenants on the part of the Lessee and the
conditions and stipulations in the Lease reserved and contained and
henceforth on the part of the Lessee to be paid performed and
observed.

2.

The Purchaser with the object and intention of affording to the

Vendors and their successors a full sufficient indemnify in respect of
the rent covenants and conditions reserved and contained in the
Lease but not further or otherwise covenant with the Vendors as
follows:-

(a)

to pay the reserved rent henceforth to become payable in

respect of the premises;

(b)

to perform and observe all the covenants and conditions

henceforth on the part of the Lessee to be performed and
observed.

3.

The necessary consent in writing to the Assignment hereby made

has been duly obtained and Property Transfer Tax paid to the
Collector of Taxes.

4.

It is hereby certified that for the purpose of any duty payable the
aggregate amount or value of the consideration for this transaction
does not exceed Five Million Five Hundred Thousand Kwacha
(K5,500,000).

IN WITNESS whereof the parties hereto have hereunto set their hands
and seals the day and year first before written.
THIS SCHEDULE hereinbefore referred to:
ALL THAT piece of land in extent 0.3730 hectares more or less being
subdivision 1 of Subdivision A of stand No. 74 situate in the Lusaka
Province of Zambia which piece of land is more particularly delineated and
described on Diagram No. 39 of 1991 annexed to the Certificate of Title
issued in respect of this piece of land EXCEPT and RESERVED all minerals
oils and precious stones whatsoever upon or under the said land
SIGNED SEALED and DELIVERED
By
Presence of:
WITNESS:
Name:
Address:
Occupation:

in the

)
)
)

SIGNED SEALED and DELIVERED

By

in the

)
)

Presence of:

WITNESS:
Name:
Address:
Occupation:

SIGNED SEALED and DELIVERED

By
Presence of:
WITNESS:
Name:
Address:
Occupation:

in the

)
)
)

ASSIGNMENT TO SOCIETY
THIS INDENTURE made the

day of

one

thousand nine hundred and ninety BETWEEN

company

incorporated in Zambia and having its registered office at Lusaka

(hereinafter called the Vendor) of the one part and
a body corporate established under the Land (Perpetual
Succession) Act (hereinafter called the Purchaser) of the other
part.
WHEREAS
1.

By a lease (hereinafter called the Lease) dated the Twenty

First day of December One Thousand Nine Hundred and
Eight Four and made between the President of the one part
and

of the other part ALL THAT the

hereditaments and premises more particularly described in

the schedule hereto (hereinafter called the Premises) were
demised to the said

for the term of 99 years

from the 1st day of November, One Thousand Nine Hundred

and Eighty at the rent reserved and the covenants conditions
and stipulations contained in the said lease.
2.

The premises comprised in and demised by the Lease are

now vested in the Vendor for the residue of the term of years
created by the Lease subject to the rent covenants and
conditions contained in the Lease.

3.

The Vendor has agreed with the Purchaser for the Sale to the
Purchaser of the said premises subject as aforesaid but
otherwise free from encumbrances at the price of Thirty
Million Kwacha (K30,000,000)

NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of

the sum of Thirty Million Kwacha (K30,000,000) paid to the

Vendor by the Purchaser (the receipt whereof the Vendor

hereby acknowledges) the Vendor as Beneficial Owner
HEREBY ASSIGNS unto the Purchaser ALL THAT the
property described in the schedule TO HOLD the same unto
the Purchaser for the residue of the term of years created by
the lease SUBJECT to the payment of the rent and to the
covenants on the part of the Lessee and the conditions and
stipulation in the Lease.
2.

The Purchaser with the object and intention of affording to

the Vendor and his successors a full sufficient indemnify in
respect of the rent covenants and conditions reserved and
contained in the Lease but not further or otherwise covenant
with the Vendor as follows:(a)

to pay the reserved rent henceforth to become payable

in respect of the premises.

(b)

to

perform

and

observe

all

the

covenants

and

conditions henceforth on the part of the Lessee to be

performed and observed.
3.

The necessary consent in writing to the assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes.

4.

It is hereby certified that for the purpose of any duty payable

the aggregate amount or value of the consideration for this
transaction does not exceed thirty million kwacha.

IN WITNESS whereof the Vendor and the Purchaser have caused

their respective common seals to be hereunto affixed the day and
year of before written.
THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 3200 square metres more or less
being Stand No. 9061 situate in the Lusaka Province which piece of
land is more particularly delineated and described on Diagram No.
84 of 1981 annexed to the Certificate of Title issued in respect of

this piece of land EXCEPT and RESERVED all minerals oils and
precious stones whatsoever upon or under the said land.
THE COMMON SEAL of

Was hereunto affixed

In the presence of:

DIRECTOR:
SECRETARY:
THE COMMON SEAL of

Was hereunto affixed

In the presence of:

DIRECTOR:
SECRETARY:
ASSIGNMENT
TENANTS IN COMMON
THIS INDENTURE made the

day

of

One

Thousand

Nine

Hundred and Ninety BETWEEN a company incorporated in Zambia

and having its registered office at Lusaka (hereinafter called the
Vendor) of the one part and

both of Lusaka in the Republic

of Zambia (hereinafter called the Purchasers) of the other part.

WHEREAS
1.

The Vendor is the tenant or lessee for the unexpired residue

of them of 100 years from the 1 st day of July One Thousand
Nine Hundred and Seventy Five of ALL THOSE pieces of land
described in the schedule hereto at such rent and on such
terms and conditions as are hereinafter mentioned.

2.

The Vendor has agreed to sell the said pieces of land to the
Purchasers

for

(K15,000,000)

the

sum

of

Fifteen

Million

Kwacha

NOW THIS DEED WITNESSETH as follows:

1.

In pursuance of the said agreement and in consideration of

the sum of Fifteen Million Kwacha (K15,000,000) paid by the
Purchasers to the Vendor (the receipt whereof the Vendor
hereby acknowledges) the Vendor as Beneficial Owner
HEREBY ASSIGNS unto the Purchasers ALL THOSE the
properties described in the schedule TO HOLD the same unto
the Purchasers as Tenants in Commons in equal shares for
the residue of the said term of years SUBJECT to the
payment of the yearly rent and covenants and conditions
prescribed under the Land (Conversion of Titles) Regulations
1975 and as amended from time AND SUBJECT ALSO to the
exceptions reservations restrictions restrictive covenants and
conditions contained in an Indenture of Grant of Final Title
dated 8th day of June 1926 and made between His Majesty of
the one part and Jacob Patrick Martinus Oastuizen of the
other part so far as the same are still subsisting and affect
the said land.

2.

The Purchasers HEREBY COVENANT with the Vendor that

the Purchasers and each of them will at all times henceforth
duly pay all such rent becoming due and observe and
perform the said covenants and conditions on the part of the
lessee to be observed and performed and also will at all times
henceforth save harmless and keep indemnified the Vendor
from and against all proceedings costs claims and expenses
on account on any omission to pay the said rent or any
breach of the said covenants conditions.

3.

The necessary consent in writing to the Assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes.

4.

It is hereby certified that for purposes of any fee and

property transfer tax payable the aggregate amount of value

for this transaction does not exceed Fifteen Million Kwacha

(K15,000,000).
IN WITNESS whereof the Vendor has caused its common seal to be
hereunto affixed and the Purchasers have hereunto set their hands
and seals the day and year first before written.
THE SCHEDULE hereinbefore referred to:
FIRSTLY ALL THAT piece of land in extent 2048 square metres
more or less being subdivision A of Subdivision No. 40 of Farm No.
737a Emmasdale situate in the Lusaka Province of Zambia which
piece of land is more particularly delineated and described on
Diagram No. 406 of 1972 annexed to the Certificate of Title issued
in respect of this piece of land EXCEPT and RESERVED all
minerals oils and precious stones whatsoever upon or under the
said land.
AND SECONDLY ALL THAT piece of land in extent 2048 square
metres more or less being subdivision B of subdivision No. 40 of
Farm No. 737a Emmasdale situate in the Lusaka Province of
Zambia which piece of land is more particularly delineated and
described on Diagram No. 407 of 1972 annexed to the Certificate
of Title issued in respect of this piece of land EXCEPT AND
RESERVEVD all minerals oils and precious stones whatsoever upon
or under the said land.
THE COMMON SEAL OF

Was hereunto affixed

In the presence of

DIRECTOR:
SECRETARY:

SIGNED SEALED and DELIVERED by

In the

Presence of:

WITNESS:
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED by

In the

Presence of:

WITNESS:
Name:
Address:
Occupation:

ASSIGNMENT-FORMER CITY COUNCIL LEASE

THIS INDENTURE made the

day of

One Thousand

Nine Hundred and Ninety BETWEEN a company incorporated in

Zambia and having its registered office at Lusaka (hereinafter
called the Vendor) of the one part and a company incorporated in
Zambia and having its registered office at Lusaka (hereinafter
called the Purchaser) of the other part.
WHEREAS
1.

Immediately prior to the commencement of the Lands Act

1995 (hereinafter called the Act) the property described in
the schedule hereto was demised to the Vendor for a term of
99 years (less the last 3 days thereof) from the 8 th day of July,
One Thousand Nine Hundred and Sixty Nine subject to the
payment of the rent and covenants and conditions contained
in a Lease (hereinafter called the Lease) dated the 20 th day
of May One Thousand Nine Hundred and Sixty Nine and
made between The City Council of Lusaka of the one part and
of the other part.

2.

The said piece of land comprised in and demised by the

Lease is now vested in the Vendor for the residue of the term
of years created by the Lease.

3.

By virtue of Section 6 of the Act the Vendor is deemed to hold

the said property from the President for the term of 99 years
from the said date and upon the same covenants and
conditions as mentioned in the Lease.

4.

The Vendor has agreed to sell the premises comprised in and

demised by the Lease to the Purchaser for the residue of the
term of years created by the Lease at the Price of Ninety
Million Kwacha (K90,000,000).

NOW THIS DEED WITNESSETH as follows:-

1. In

consideration

of

the

sum

of

Ninety

Million

Kwacha

(K90,000,000) paid to the Vendor by the Purchaser (the receipt

whereof the Vendor hereby acknowledges) the Vendor as
Beneficial Owner HEREBY ASSIGNS unto the Purchaser ALL
AND SINGULAR the piece of land comprised in and demised by
the Lease together with all buildings erected thereon TO HOLD
the same unto the Purchaser all the residue of term of years
created by the Lease SUBJECT to the payment of the rent and to
the covenants on part of the Lessee and the conditions and
stipulations in the Lease reserved and contained and henceforth
on the part of the Lessee to be paid performed and observed.
2. The

Purchaser

HEREBY

COVENANTS

with

the

Vendor

henceforth during the continuance of the said term to pay the

rent reserved by and to perform and observe the said covenants
and conditions and stipulations contained and observed and
keep indemnified the Vendor against all actions claims and
demands whatsoever in respect of the said rent covenants and
conditions or anything relating thereto.
3. The necessary consent in writing to the Assignment hereby
made has been duly obtained and Property Transfer Tax paid to
the Collector of Taxes.
4. It is hereby certified that for purposes of any duty payable the
aggregate amount or value of the consideration for this
transaction

does

not

exceed

Ninety

Million

Kwacha

(K90,000,000).
IN WITNESS

whereof the parties hereto have caused their

common seals to be hereunto affixed the day and year first before
written.
THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent----------------------- more or less being
Farm No.-------- situate at Lusaka in Lusaka Province of Zambia

which piece of land is more particularly delineated and described

on Diagram No.-------- of --------------- annexed to the Certificate of
Title relating to the aid land except and reserved all minerals oils
and precious stones whatsoever.
THE COMMON SEAL of

Was hereunto affixed

In the presence of:

DIRECTOR:
SECRETARY:
THE COMMON SEAL of

Was hereunto affixed

In the presence of:

DIRECTOR:
SECRETARY:
DEED OF GIFT
(TENANTS IN COMMON)
THIS INDENTURE was made the

day of

One

Thousand Nine Hundred and Ninety Four BETWEEN (the Father)

of Lusaka in the Republic of Zambia (hereinafter called the
Donor) of the one part and

(the

Children)

also

of

aforesaid (hereinafter called the Donees) of the other part

WHEREAS
1.

By an Indenture of Lease (hereinafter called the Lease)

dated Twenty Sixth day of December One Thousand Nine
Hundred and Seventy Nine and made between the President
of the one part and the Donor of the other part ALL THAT the
property described in the was demised to the Donor for the
term of 99 years from the 8th day o April One Thousand Nine
Hundred and Seventy Nine SUBJECT to the payment of the

yearly rent and the performance and observance of the

covenants on the part of the lessees and the conditions by
and in the lease
2.

The Donor is desirous of transferring to the Donees the said

property described in the schedule hereto by way of gift.

NOW THIS DEED WITNESSETH as follows:

1.

The Donor hereby freely and voluntarily and without valuable

consideration
SINGULAR

ASSIGNS
the

unto

property

the

described

Donees
in

the

ALL

AND

Schedule

TOGETHER WITH all buildings erected thereon TO HOLD

the same unto the Donees as tenants in common in the
following shares that is as to Two ninth share each for A and
B as to one ninth share each for C, D, E, F and G for
all the residue of the term created by the lease SUBJECT
henceforth to the payment of the said rent to the observance
and performance of the covenants on the lesseess part and
the conditions contained in the Lease.
2.

The Donees hereby covenants with the Donor that the

Donees and their assigns will at all times henceforth duly pay
all such rent becoming observe and perform the said
covenants and conditions on the part of the lessee to be
henceforth save harmless and keep indemnified the Donor
from and against all proceedings costs claims and expenses
on account of any omission to pay the said rent or any breach
of the said covenants and conditions.

3.

The necessary consent in writing to the Assignment hereby

made has been duly obtained.
The unexhausted improvements on this property amounts to
K16million.

IN WITNESS whereof the parties hereto have hereunto set their

hands and seals the day and year first before written.

THE SCHEDULE hereinbefore referred to:

ALL THAT piece of land in extent 4047 square metre more or less
being subdivision No. 101 of Farm No. 707 Emmasdale situate in
the Lusaka Province of Zambia which piece of land is more
particularly delineated and described on diagram No. 843 of 1970
annexed to the Certificate of Title relating to the said land EXCEPT
and RESERVED all minerals oils and precious stones whatsoever
upon or under the said land.
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:

SIGNED SEALED and DELIVERED )

By the said
In the presence of:
WITNESS:
Name:

)
)

Address:
Occupation:
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED )
By the said
In the presence of:
WITNESS:
Name:
Address:
Occupation:

)
)

DEED OF TRANSFER

THIS DEED OF TRANSFER is made the day of

One Thousand Nine Hundred and Ninety BETWEEN

of

Lusaka in the Republic of Zambia (hereinafter called the

Transferor) of the one part

and

both

of

Lusaka

aforesaid (hereinafter transferee) of the other part

WHEREAS the Transferor is the tenant or lessee of ALL THAT
piece of land described in the schedule hereto for the term of
Ninety-Nine years (99) years from the first day of October One
Thousand Nine Hundred and Seventy Nine created by a Lease
dated 6th April 1983 and made between the President of the
Republic of Zambia of the one part and the Transferor of the other
part
AND WHEREAS the Tranferor has agreed with the Transferee to
transfer to the Transferee the said premises
NOW THIS DEED WITNESSETH as follows:
1.

In pursuance of the said agreement and in consideration of

the premises the Transferor as Beneficial Owner HEREBY
TRANSFERS unto the Transferee ALL THAT the premises
described in the Schedule hereto TOGETHER WITH all
buildings erected thereon TO HOLD the same unto the
Transferee SUBJECT to payment of the rent reserved and the
performance and observance of the convenants stipulations
and conditions contained in the Lease.

2.

The Transferee hereby covenant with the Transferor by way

of indemnity but not further or otherwise that the Transferee
or those deriving title under them will henceforth pay the
rent reserved by the respective Leases and perform and
observe covenants reservations restrictions stipulations and
conditions

therein

contained

and

will

indemnity

the

Transferor his estate and effects against all costs claims and
expenses arising out of the non payment of the said
covenants reservations restrictions stipulations of the said
covenants

reservations

restrictions

stipulations

and

conditions therein contained in any way relating thereto.

The unexhausted improvements on this property amount to
K50,000.
IN WITNESS whereof the parties hereto have hereunto set their
hands and seals the day and year first before written.
THE SCHEDULE hereinbefore referred to:
ALL THAT piece of land in extent 3518 square metres more or less
being Stand No. 8468 situate in the Lusaka Province of Zambia
which piece of land is more particularly delineated and described
on Diagram No. 475 of 1981 annexed to the Certificate of Title
issued in respect of the said piece of land EXCEPT and RESERVED
all minerals oils and precious stones whatsoever upon or under the
said land
SIGNED SEALED and DELIVERED )
By the said
In the presence of:
WITNESS:
Name:
Address:

)
)

Occupation:
SIGNED SEALED and DELIVERED )
By the said
In the presence of:
WITNESS:
Name:
Address:
Occupation:

)
)

ASSIGNMENT-SUBDIVISION

THIS INDENTURE made the

day of

Thousand Nine Hundred and Ninety

One
BETWEEN

of

(hereinafter called the Vendor) of the one part and

of

Lusaka

aforesaid

(hereinafter

called

the

Purchaser) of the other part.

WHEREAS the Vendor is the tenant or lessee of the land more
particularly described in the First Schedule hereto (hereinafter
called the said Land) for the unexpired residue of term of 100
years from the 1st day of July One Thousand Nine Hundred and
Seventy Five created by the Land (Conversion of Titles) Act 1975
(hereinafter called the Act) at the rent reserved and subject to
the covenants and conditions now existing or from time to time
prescribed by Statutory Regulation made pursuant to the Act
AND WHEREAS the Vendor has subdivided the said land into two
portions, being the Remaining Extent of Subdivision 12 of
Subdivision L of Farm 34a and Subdivision A of Subdivision 12 of
Subdivision L of Farm No. 34a.
AND WHEREAS the Vendor have agreed with the Purchaser for the
sale to the Purchaser of Subdivision A of Subdivision 12 of
Subdivision L of Farm No. 34a and more particularly delineated
and described in the second schedule hereto at the price of twenty
million kwacha (K20,000,000).
NOW THIS DEED WITNESSETH as follows:
1.

In pursuance of the said agreement and in consideration of

the sum of Twenty Million Kwacha (K20,000,000) now paid

by the Purchaser to the Vendor (the receipt whereof the

Vendors hereby acknowledges) the Vendor as Beneficial
Owner HEREBY ASSIGNS unto the Purchaser ALL AND
SINGULAR the land described in the said second schedule
hereto TO HOLD the same unto the Purchaser henceforth for
the residue now expired of the said term of one hundred(100)
years SUBJECT to the payment of such rent and the
performance and observance of all such covenants on the
part of the lessee and conditions in respect of the said
property as may be prescribed AND SUBJECT ALSO to the
exceptions reservations restrictions restrictive covenants and
conditions mentioned contained in an Indenture of Grant of
Final Title dated 4th day of May 1914 and made between The
British South Africa Company of the one part and Carl
Albertus Carinus of the other part so far as the same are still
subsisting and affect the said land.
2.

The Purchaser HEREBY COVENANTS with the Vendor that

the Purchaser will henceforth during the continuance of the
term pay the said rent and perform and observe the said
covenants on the part of the lessee and conditions prescribed
in respect of the said property and will at all times keep the
Vendor

effectively

indemnified

against

all

actions

and

proceedings costs damages expenses claims and demands

whatsoever by reason or account of the non performance or
non observance of the said covenants and conditions or any
of them.
3.

The necessary consent in writing to the Assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes

4.

It is hereby certified that for purposes of any Duty payable

the aggregate amount of value for this transaction does not
exceed Twenty Million Kwacha (K20,000,000)

IN WITNESS whereof the Vendor and the Purchaser have hereunto

set their hands and seals the day and year first before written
THE FIRST SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 5.7850 hectares more or less
being Subdivision 12 of Subdivision L of Farm No. 34a situate at
Lusaka in the Lusaka Province of Zambia which piece of land is
more particularly delineated and described on Diagram No. 101 of
1972 annexed to the Certificate of Title issued in respect of the
said piece of land TOGETHER with all unexhausted improvements
thereon EXCEPT and RESERVED all minerals oils and precious
stones whatsoever upon our under the said land.
THE SECOND SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 2.8925 hectares more or less
being Subdivision A of Subdivision 12 of Subdivision L of Farm No.
34a situate at Lusaka in the Lusaka Province of Zambia which
piece of land is more particularly delineated and described on
Diagram No. 1237 of 1996 annexed hereto TOGETHER with all
unexhausted improvements thereon EXCEPT and RESERVED all
minerals oils and precious stones whatsoever upon or under the
said land.
SIGNED SEALED and DELIVERED )
By the said
In the presence of:
WITNESS:
Name:
Address:
Occupation:

)
)

SIGNED SEALED and DELIVERED )

By the said
In the presence of:
WITNESS:
Name:
Address:
Occupation:

)
)

ASSIGNMENT UNDER COMMON LEASEHOLD SCHEME

THIS INDENTURE made the

day of

Nine Hundred and Ninety-BETWEEN

One Thousand
of

Lusaka

in

the

Republic of Zambia (hereinafter called the Vendor) of the one

part and also of Lusaka aforesaid (hereinafter called the
Purchaser) of the other part
WHEREAS
1.

The Vendor is the tenant or lessee for the unexpired reside of

term of 100 years from the 1st day of July One Thousand Nine
Hundred and Seventy Five of ALL THAT piece of land
described in the Schedule hereto as such terms and
conditions and as such covenants as hereinafter mentioned

2.

The Vendor has agreed to sell the said piece of land to the
Purchaser for the sum of Seventeen Million one hundred
thousand kwacha (K17,100,000)

NOW THIS DEED WITNESSETH as follows:

1.

In pursuance of the said agreement and in consideration of

the sum of Seventeen Million One Hundred Thousand
Kwacha (K17,100,000) paid by the Purchaser to the Vendor
(the receipt whereof the Vendor hereby acknowledges) the
Vendor as Beneficial Owner HEREBY ASSIGNS unto the
Purchaser ALL THAT the property described in the schedule
TO HOLD the same unto the Purchaser for the residue of the
said term of years SUBJECT to the interest endorsed in the
Common Leasehold Schemes Register and to such other
interest by-laws easements and restrictions implied or
created by the Common Leasehold Schemes Act 1994
together with the benefit of and SUBJECT ALSO to the rights

and obligations to the imposed thereunder as varied by the

Common Leasehold declaration entered in the said Register
on the 28th day of August 1996 and SUBJECT ALSO to the
payment of the yearly

rent and covenants and conditions

prescribed under the Land (Conversion of Titles) Regulations

1975 and as amended from time to time AND SUBJECT ALSO
to

the

exceptions

covenants

and

reservations

conditions

restrictions

mentioned

restrictive

contained

in

an

Indenture of Grant of Final Title dated 18 th day of May 1914

and made between The British South Africa Company of the
one part and Giovanni Battista Marrapodi of the other part so
far as the same are still subsisting and affect the said land
2.

The Purchaser HEREBY COVENANTS with the Vendor that

the Purchaser and his assigns will at all times henceforth
duly pay all such rent becoming due and observe and
perform the said covenants and conditions on the part of the
lessee to be observed and performed and also will at all times
henceforth save harmless and keep indemnified the Vendor
from and against all proceedings costs claims and expenses
on account on any omission to pay the said rent or any
breach of the said covenants and conditions

3.

The necessary consent in writing to the Assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes.

4.

It is hereby certified that for purposes of registration fees

and Property Transfer Tax payable the aggregate amount or
value of the consideration for this transaction does not
exceed Seventeen Million One Hundred Thousand Kwacha
(K17,000,000)

IN WITNESS whereof the parties hereto have hereunto set their

hands and seals the day and year first before written
THE SCHEDULE hereinbefore referred to:-

ALL THAT piece of leasehold land shown and edged red on the plan
annexed to the Certificate of Title issued in respect of the said land
and which piece of land is shown as Unit No. CL/1/1 of
LUS/212/CL/1/1 comprising approximately 0084 square metres
situate at Lusaka in the Lusaka Province with the share of the unit
holder in common property being 8.33 per cent
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:

SIGNED SEALED and DELIVERED )

By the said
In the presence of:
WITNESS:
Name:
Address:
Occupation:

)
)

LODGEMENT SCHEDULE
Relating to Stand No. 10243
LUSAKA
1.

Certificate of Title No. L2748D

2.

Assignment and copy dated------

1)
2)

3.

Consent to assign

4.

Tax receipt

5.

DR 53

6.

Withdrawal of Caveat

7.

Mortgage and copy dated --------

Z C Banda

1)
2)

J Tembo

C Banda

Money Bank

Limited
8.

Discharge of Mortgage

1)
2)

J Tembo

Kongole Bank

Limited
9.

Mortgage dated 2.6.93

1)
2)

J Tembo

Kongole Bank

Limited
DISBURSEMENTS
Assignment
Registration

K500,000-00

Certificate of Title

K26,000-00

LODGEMENT SCHEDULE
Relating to Stand No. 123
LUSAKA
------------------------------------------------------------------------------------------------------------1.

Certificate of Title No.

2.

Assignment and copy

1)
2)

3.

Consent to Assign

4.

DR 53

5.

Tax receipt

John Ndhlovu

Jack Ngwenya

DISBURSEMENTS
Registration

K450,000-00

Certificate of Title

K 26,000-00
-----------------K476,000-00
-----------------

SOLLY PATEL HAMIR & LAWRENCE

4TH FLOOR
WOODGATE HOUSE
CAIRO ROAD
LUSAKA
ADVOCATES & NOTARIES

ASSIGNMENT BY LIQUIDATOR

THIS INDENTURE made the

day of

One Thousand Nine Hundred and Ninety

BETWEEN

formerly known as

company incorporated in Zambia and having its registered office at

Lusaka (hereinafter called the Company) of the first part,
of Lusaka in the Republic of Zambia duly appointed
Liquidator of the company (hereinafter called the Liquidator) of
the second part and

both of Chipata in the Republic of

Zambia (hereinafter called the Purchasers) of the third part

WHEREAS
1.

By a Lease (hereinafter called the Lease) dated the ThirtyFirst day of March, One Thousand Nine Hundred and Forty
Seven and made between His Majesty of the one part and
Thatcher Hobson and Company Limited of the one part ALL
THAT the hereditaments and premises more particularly
described in the schedule hereto (hereinafter called the
Premises) were demised to the said Thatcher Hobson and
Company Limited for the term of 99 years from the 1 st day of
October One Thousand Nine Hundred and Forty Six at the
rent reserved and the covenants conditions and stipulations
contained in the said Lease.

2.

The premises comprised in and demised by the Lease are

now vested in the Company for the residue of the term of
years created by the Lease subject to the rent covenants and
conditions contained in the Lease.

3.

The Liquidator has agreed in the name and on behalf of the

Company with the Purchasers for the sale of the premises to

the Purchasers for the sum of One Hundred and Fifty Million
Kwacha (K150,000,000).
NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of

the

sum

of

One

Hundred

and

Fifty

Million

Kwacha

(K150,000,000) paid to the Company by the Purchasers (the

receipt whereof the company hereby acknowledges) the
Company as Beneficial Owner acting by the Liquidator
HEREBY ASSIGNS unto the Purchasers as tenants in
common in equal shares ALL THAT the property described in
the schedule TO HOLD the same unto the Purchasers for the
residue of the term of years created by the Lease SUBJECT
to the payment of the rent and to the covenants on the part
of the Lessee and the conditions and stipulations in the Lease
reserved and contained and henceforth on the part of the
Lessee to be paid performed and observed.
2.

The Purchasers with the object and intention of affording to

the company and its successors a full sufficient indemnify in
respect of the rent covenants and conditions reserved and
contained in the Lease but not further or otherwise covenant
with the Company as follows:(a) to pay the reserved rent henceforth to become payable in
respect of the premises.
(b)to perform and observe all the covenants and conditions
henceforth on the part of the Lessee to be performed and
observed.

3.

The Liquidator HEREBY COVENANTS with the Purchasers

that the Liquidator has not executed or done or knowingly
suffered or been party or privy to any deed or thing whereby
or by means whereof the subject matter of this Agreement or
any part thereof is or may be impeached charged affected or
incumbered in title estate or otherwise or whereby or by

means whereof the Company is in anywise hindered from

assigning the subject-matter of this agreement in the manner
in which it is hereinbefore expressed to be assigned.
4.

The necessary consent in writing to the Assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes.

5.

It is hereby certified that for the purposes of any duty

payable the aggregate amount or value of the consideration
for this transaction does not exceed One Hundred and Fifty
Million Kwacha (K150,000,000).

IN WITNESS whereof the company (acting by the Liquidator) has

caused its Common Seal to be hereunto affixed and the other
parties hereto have hereunto set their respective hands and seals
the day and year first before written.

THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 1.012 acres more or less being
Plot No.

situate at

in

the

Eastern

Province

of

Zambia which piece of land is more particularly delineated and

described on Diagram No. 215 of 1946 annexed to the Certificate
of Title issued in respect of this piece of land EXCEPT and
RESERVED all minerals oils and precious stones whatsoever upon
or under the said land.
THE COMMON SEAL of

__________________ was hereunto

affixed to this Deed by the direction

of the said Liquidator and in

his presence:

WITNESS
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED by the

Said

in the

Presence of:

WITNESS
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED by the

Said

in the

Presence of:

WITNESS
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED by the

Said

Presence of:
WITNESS
Name:
Address:
Occupation:

in the

ASSIGNMENT BY PERSONAL REPRESENTATIVE

THIS INDENTURE made the

day of

Thousand Nine Hundred and Ninety -

One
BETWEEN

of Lusaka in the Republic of Zambia (hereinafter called

the Vendor) of the one part and of Mkushi in the Republic of
Zambia (hereinafter called the Purchaser) of the other part.
WHEREAS:
(hereinafter called the Testator) was the tenant or lessee
for the unexpired residue of a term of 99 years from the 1 st day of
October One Thousand Nine Hundred and Sixty Three created by a
Lease made the 28th day of May, 1965 and made between the
President of the Republic of Zambia of the one part and the
Testator of the other part (hereinafter called the said Lease) of
ALL THAT piece of land described in the Schedule hereto at such
rent and on such terms and conditions and such covenants
hereinafter mentioned.
AND WHEREAS the Testator died on the 19 th day of November One
Thousand Nine Hundred and Eighty Six having by his will
appointed

to be the Executor and Trustee thereof.

AND WHEREAS letters of Administration were granted to the

Vendor out of the Probate Registry of the High Court for Zambia on
the 18th day of February One Thousand Nine Hundred and Ninety
Five.

AND WHEREAS the Vendor has agreed with the Purchaser for the
sale to him of the unexhausted improvements erected on the said
hereditaments subject as hereinafter mentioned but otherwise free
from encumbrances at the price of Thirty Thousand United States
Dollars (US$30,000).
NOW THIS DEED WITNESSETH as follows:1.

In pursuance of the said agreement and in consideration of

the

sum

of

Thirty

Thousand

United

States

Dollars

(US$30,000) now paid by the Purchaser to the Vendor (the

receipt whereof the Vendor hereby acknowledges) the Vendor
as Personal Representative HEREBY ASSIGNS unto the
Purchaser ALL AND SINGULAR the property described in
the Schedule hereto TO HOLD the same UNTO the Purchaser
henceforth for the residue now unexpired of the said term of
Nine-nine (99) years created in the Lease SUBJECT to the
exceptions reservations restrictive covenants and conditions
contained or referred to in the said Lease so far as the same
are still subsisting and affect the said land.
AND the Purchaser will henceforth during the continuance of
the said term pay the rent reserved and perform and observe
the said covenants on the part of the Lessee and conditions
prescribed in respect of the said property by the regulations
and will at all times keep the Vendor effectively indemnified
against all actions and proceedings damage expense and
demands whatsoever by reason or on account of the non
payment of the said rent or any part thereof or the breach
non performance or non observance of the said covenants
and

conditions

or

any

of

them

the

Vendor

HEREBY

DECLARES that he has not previously hereto given or made

any assignment or assent in respect of any legal estate in the
property hereby assigned or any part thereof and the Vendor

HEREBY ACKNOWLEDGES the right of the Purchaser to the

production of the Probate of the said Will of the Testator (the
possession of which is retained by the Vendors) and the
delivering of copies thereof.
2.

The necessary consent in writing to the Assignment hereby

made has been duly obtained and Property Transfer Tax paid
to the Collector of Taxes.

3.

It is hereby certified that for the purposes of any fee and

Property Transfer Tax payable the aggregate amount or value
of the consideration for this transaction does not exceed
Thirty Thousand United States Dollars (US$30,000)

IN WITNESS whereof the parties hereto have hereunto set their

hands and seals the day and year first before written.
THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 663.4665 hectares more or less
being Farm No.

situate at Mkushi in the Central Province of

Zambia which piece of land is more particularly delineated and

described on Diagram NO. 747 of 1962 annexed to the Certificate
of Title issued in respect of this piece of land EXCEPT and
RESERVED all minerals oils and precious stones whatsoever upon
or under the said land.
SIGNED SEALED and DELIVERED )
By

in the

Presence of:
WITNESS:
Name:
Address:

Occupation:
SIGNED SEALED and DELIVERED )
By

in the

Presence of:
WITNESS:
Name:
Address:
Occupation:

DEED OF EXCHANGE

THIS DEED OF EXCHANGE is made the

One Thousand Nine Hundred and Ninety

day
BETWEEN

of
a

company incorporated in Zambia and having its registered office at

Lusaka (hereinafter called the Company) of the one part and
of Lusaka in the Republic of Zambia (hereinafter called
Exchanger) of the other part.
WHEREAS
The Company and the Exchanger are the Tenants or Lessees for
the residue of a term of 100 years from the 1 st day of July, 1975
created by the Land (Conversion of Titles) Act 1975 of ALL THOSE
pieces of land described in the First and Second Schedules hereto
respectively at such rent and subject to the exceptions reservations
restrictions restrictive covenants and conditions in an Indenture of
Grant Final Title dated 18th day of March, 1918 and made between
the British South Africa Company of the one part and Elsie
Cunningham of the other part so far as the same are still subsisting
and affect the said pieces of land.
AND WHEREAS the company and the Exchanger have agreed to
exchange the pieces of land held by them respectively and to enter
into the covenants hereinafter contained.
NOW THIS DEED WITNESSETH as follows:
1.

(a)

In consideration of the Assignment hereinafter made

the Company as Beneficial Owner HEREBY ASSIGNS

unto the Exchanger ALL THAT the property described

in the First Schedule hereto TOGETHER with the
unexhausted improvements thereon TO HOLD the
same unto the Exchanger for all the residue of the said
term of years SUBJECT as hereinbefore mentioned and
SUBJECT ALSO as hereinafter provided.
(b)

With the object and intent of affording to the Company

a full and sufficient indemnity in respect of the
covenants mentioned in the First Schedule hereto but
not further or otherwise the Exchanger HEREBY
COVENANTS

with

the

Company

to

observe

and

perform the said covenants so far as they relate and to

indemnify the Company against all actions proceedings
costs claims and demands whatsoever in respect
thereof.
2.

(a)

In consideration of the assignment by the Company

hereinbefore made the Exchanger as Beneficial Owner
HEREBY ASSIGNS unto the Company ALL THAT the
property described in the second schedule hereto
TOGETHER with all the unexhausted improvements
thereon TO HOLD the same unto the Company
SUBJECT as hereinbefore provided.

(b)

With the object and intent of affording the Exchanger a

full and sufficient indemnity in respect of the covenants
mentioned in the Second Schedule hereto but not
further

or

otherwise

the

Company

HEREBY

COVENANTS with the Exchanger to observe and

perform the said covenants so far as they relate to the
property described in the second schedule hereto and
to

indemnify

the

Exchanger

against

all

actions

proceedings costs claims and demands whatsoever in

respect thereof.
IN WITNESS whereof the Company has caused its Common Seal to
be hereunto affixed and the Exchanger has hereunto set his hand
and seal the day and year first hereinbefore written.
THE FIRST SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 10.3650 hectares more or less
being of Subdivision

of Farm No. 288a Makeni situate in the

Lusaka Province of Zambia and which piece of land is more

particularly delineated and described on Diagram No. 621 of 1993
annexed to the Certificate of Title relating to the said land EXCEPT
and RESERVED all minerals oils and precious stones whatsoever
upon or under the said land.

THE SECOND SCHEDULE hereinbefore referred to:

ALL THAT piece of land in extent 20.5648 hectares more or less
being the Remaining Extent of Subdivision

of

Farm

No.

288a Makeni situate in the Lusaka Province of Zambia and which

piece of land is more particularly delineated and described on
Diagram No. 112 of 1917 annexed to the Certificate of Title
relating to the said land EXCEPT and RESERVED all minerals oils
and precious stones whatsoever upon or under the said land.
THE COMMON SEAL of
Was hereunto affixed
In the presence of:
DIRECTOR:

)
)
)

SECRETARY:
SIGNED SEALED and DELIVERED )
By

in the

Presence of:
WITNESS:
Name:
Address:
Occupation:

COMPLETION STATEMENT AS AT 1ST MARCH, 1997

IN RESPECT OF STAND 456
LUSAKA
15/1/97

Purchaser Price

K25,000,000-00

Deposit

K 2,500,000-00
--------------------K22,500,000-00

ADD Interest at 20%

Per annum for the
Period 15/1/97 to 14/2/97
31 days at K12,328-76
Per day
15/2/97

K382,191-56

Further deposit paid

K5,000,000-00
-------------------K17,500,000-00

ADD Interest at 20%

Per annum for the period
15/2/97 28/2/97
14 days at K9,589-04
Per day

K134,246-56

ADD rates for the period

15/1/97 to 30/6/97
167 days at K6-00 per day
(Rates per half year
(K1,086-00)

K1,002-00
K517,440-12

Required to complete
12
SOLLY PATEL HAMIR & LAWRENCE
Note: Possession given 15th January 1997
Payment to be made as follows:

K517,440-12
K18,017,440-

10% on exchange of Contracts

K5million on 15th February
And balance on completion.
STEPS
MORTGAGE
ACTING FOR BORROWER
1.

Instructions

2.

Searches

3.

Write to Building Societys Advocate and deduce title

4.

Approve mortgage (and guarantee) and have same executed

5.

Return to Advocates for Building Society

6.

Advocates of Building Society will forward completion

statement showing the net advance you will receive on
completion. Check and see if it is correct.

7.

Arrange completion

8.

Draw Bill of Costs

ACTING FOR ZNBS

1.

Instructions

2.

Write to borrowers Advocates asking them to deduce title.

3.

Check Title and draft Mortgage and have Mortgage approved

by Advocates of borrower. After borrowers Advocates have
approved Mortgage, engross same.
borrower.

Have it executed by

(Also prepare and have guarantee executed, if

necessary).
4.

After borrowers Advocates have returned Mortgage duly

executed prepare Report on Title and forward to ZNBS.

5.

When advance is received, prepare Completion Statement

and forward it to borrowers Advocates and arrange for
completion.

6.

Thereafter
documents.

prepare

Lodgement

Schedule

and

register

7.

Bill client and when registered documents are received from

Deeds Registry forward to ZNBS.

SECOND MORTGAGE
ACTING FOR MORTGAGOR
1.

Instructions

2.

Obtain consent of first Mortgagee and request deeds

3.

Write to the other side and deduce title

4.

Approve draft

5.

When engrossment is received, have it executed

6.

Check completion statement

7.

Arrangement completion (Get undertaking for return of

deeds)

8.

After registration, when deeds are received to Notice of

Second Mortgage and forward the lot to the First Mortgagee.

NOTE:
Mortgagees effecting Companies should be registered with the
Companies Registry as well.
OTHER MORTGAGES
ACTING FOR MORTGAGEE
1.

Instructions

2.

Deeds

3.

Amount of mortgage, interest, repayment etc.

4.

Confirm instructions and write to the other side and ask to

deduce title

5.

Searches

6.

Draft Mortgage

7.

Have it approved by the other side

8.

Engross and have it executed and prepare Completion

Statement

9.

Arrange Completion

10.

Register

11.

Account to client and do Bill of costs

ACTING FOR MORTGAGOR

1.

Instructions

2.

Obtain Deeds

3.

Write to the other side

4.

Deduce Title

5.

Approve Mortgage

6.

When Mortgage is engrossed have it executed

7.

Check Completion statement

8.

Arrange Completion

9.

Account to client and do Bill of costs

MORTGAGE
THIS MORTGAGE is made the

day of

one thousand nine hundred and ninety

BETWEEN

of Lusaka in Zambia and carrying on business as

(hereinafter called the Borrower) and

company

incorporated in Zambia and having its registered office at Lusaka

(hereinafter called the Bank) of the other part.
WHEREAS the Bank has agreed to make advances and give other
accommodation to the borrower upon having the same secured in
the manner hereinafter appearing.
NOW THIS DEED WITNESSETH as follows:1.

The Borrower hereby convenants with the Bank to pay and

discharge on demand all monies and liabilities whether
certain or contingent now or hereafter owing or incurred to
the Bank from or by the Borrower upon any current or other
account or in any manner whatever whether alone or jointly
with any other person and whether as principal or surety and
in whatever name style or firm including (but without
prejudice to the generality of the foregoing).
(a)

In the case of a receiving order made against the

Borrower all sums which would have been owing to the
Bank by the Borrower if such receiving order had been
made at the time when the Bank received actual notice
thereof and notwithstanding such receiving order.

(b)

In the event of the discontinuance by any means of the

security hereby created all cheques bills drafts notes
and negotiable instruments drawn by or for the account
of the borrower or the Bank or its agents and
purporting to be dated on or before the date when such

discontinuance becomes known to the Bank or its

agents although presented or its agents although
presented to or paid by it or them after that date and
all liabilities of the Borrower to the Bank at such date
whether certain or contingent and whether payable
forthwith or at some future time or times and also all
credits then established by the Bank for the Borrower.
(c)

Charges for interest at current rates with monthly

rents discount commission exchange and other usual
banking charges and all costs charges and expenses
which the Bank may pay or incur in the preparation
registering

stamping

perfecting

enforcing

of

this

security or in exercising any of its powers hereunder or

in obtaining payment or discharge of such monies or
liabilities or any part thereof or in paying any rates rent
taxes or outgoings or in insuring repairing maintaining
or releasing the property hereinafter mortgaged or any
part thereof.
And from the time when any demand shall be made until payment
to the Bank in full of the total sum then due to the Bank to pay to
the Bank (as well after as before any judgment) interest on such
total sum or on so much thereof as shall remain owing from time to
time at the rate of the Bank current from time to time or such other
rates as shall from time to time be agreed between the parties
hereto such interest to be computed from the time when such
demand shall be made and to accrue from day to day and be
payable on demand.
2.

In consideration of the premises the Borrower as Beneficial

Owner hereby demises unto the Bank ALL THAT the piece of
land described in the first schedule hereto (hereinafter called

the Property) TO HOLD the same unto the Bank for the
residue of the term of years created by a Lease described in
the Second Schedule hereto except the last three days
thereof SUBJECT to the provisions relating to redemption
herein contained.
3.

PROVIDED ALWAYS that if all the monies hereby secured and

hereinbefore covenanted to be paid shall be duly paid then
the Bank shall at the request and cost of the Borrower
execute a discharge of the property.

4.

The Borrower hereby covenants with the Bank as follows:

(a)

that the Borrower will during the continuance of this

security pay all rates taxes impositions levied or
charged upon the property;

(b)

that the Borrower will during the continuance of the

security keep all buildings for the time being erected
upon the property and subject to this security in good
and

substantial

repair

and

for

the

purposes

of

ascertaining whether the buildings are for the time

being in good and substantial repair the Bank may from
time to time cause the same to be surveyed and the
Bank may by its servants or agents without rendering
the Bank liable as Mortgages in possession at all
reasonable times enter upon the property or any part
or parts thereof for the purposes of making a survey of
the said buildings and the certificate of any such agent
as to the state of the said buildings shall be conclusive
and if after due notice the Borrower shall fail to do any
such repairs to the buildings certified as aforesaid the
Bank may at any time thereafter enter upon the
property with our without workmen or others and
execute the same without thereby becoming liable as

mortgages in possession and all monies expended upon

the property.
(c)

During the continuance of this security the Borrower or

the persons deriving title under the borrower will keep
all buildings now or for the time being on or comprised
in the property and subject to this security insured
against loss or damage by fire in the joint names of the
Bank and the borrower will make all payment required
for the above purposes not later than one week after
the same shall be due and on demand produce to the
Bank the policy of such insurance and the receipt for
such payment.

(d)

the Borrower will not during the continuance of this

security make any structural alterations or additions to
any buildings comprised in this security without the
consent of the Bank in writing signed by a Manager.

(e)

the Borrower or any person deriving title under the

Borrower shall not except with the consent of the Bank
in writing exercise the powers of leasing or of agreeing
to lease or of accepting surrenders of leases conferred
by the Conveyancing Acts 1883-1991 on a mortgagor
while in possession.

(f)

the Borrower will maintain the property in a good and

tenantable manner.

5.

PROVIDED ALWAYS AND IT IS EXPRESSLY AGREED as

follows:

(i)

that if default shall at any time be made by the

Borrower in paying the said rates taxes impositions or
in payment for such insurance as aforesaid the Bank
may pay such rates taxes impositions and insurance
and the Borrower will repay to the Bank or demand
every

sum

which

under

the

power

hereinbefore

contained may be expended by the Bank with interest

thereon from the time of each payment and until
payment all such sums shall be a charge upon the
property.
(ii)

the principal sum shall be deemed to become due

within the meaning of the Conveyancing and Law of
Property Act 1881 and for all purposes of that Act on
the last day of the month following that during which
the first advance shall be made by the Bank to the
borrower.

(iii)

Upon any sale purporting to be made under the

statutory power at any time after the execution of these
presents

the

purchaser

shall

not

be

bound

or

concerned to see or inquire whether the power of sale

under

these

presents

has

arisen

and

become

exercisable or otherwise as to the propriety of the same

or to be affected by notice that any default has been
made as aforesaid or that the sale is otherwise
unnecessary or improper and if a sale is made in
breach of any of the provisions hereof the title of the
purchaser shall not be impeached on that account the
remedy of the borrower for any such breach being
restricted to a personal action against the Bank or its
agents or other person or persons committing such
breach.

(iv)

Section 17 of the Conveyancing Act 1881 shall not

apply to these presents or to the security hereby made.

(v)

all monies received by any receiver appointed by the

Bank under its powers in that behalf shall (after
providing for the matters specified in the first three
paragraphs of subsection 8 of Section 24 of the
Conveyancing Act 1881) be applied in or towards the
discharge of all monies hereby secured and any
receiver so appointed shall be deemed to be the agent
of the Borrower who shall be solely responsible for his
acts and defaults and for his remuneration.

(vi)

Any receiver appointed by the Bank may in the name or

on behalf and at the cost of the Borrower let deal with
or manage the property or any part thereof and carry
out or complete thereon any work of building repair
reconstruction furnishing or equipment and for any
such purpose may borrow from the Bank and any sum
so borrowed shall be a charge on the property and the
Borrower irrevocably appoints each such receiver to be
the attorney of the Borrower for the above purposes
and these powers shall be in addition to all powers
given by statute to the Bank or any such receiver.

(vii)

the powers hereby conferred upon the Bank are in

addition to all other powers and remedies vested in the
Bank by statute for recovering and enforcing payment
of the money intended to be hereby secured.

6.

In these presents unless the context otherwise required the

expression the Borrower and the Bank shall include all
persons deriving title under them respectively.

7.

Any notice required to be served on the Borrower shall be

sufficiently served if sent by registered post addressed to the
Borrower at the last known address of the Borrower and any
notice required to be served on the Bank shall be sufficiently
served if sent by registered post addressed to the Bank at
Lusaka and shall be deemed to be served on the day on
which it would be delivered in the normal course of post.

8.

For the purposes of any duty payable this Mortgage shall be

registered for a principal sum of Five Hundred Thousand
Kwacha (K500,000).

IN WITNESS whereof the Borrower has hereunto set his hand and
seal the day and year first before written.
THE FIRST SCHEDULE hereinbefore referred to:
ALL THAT piece of land in extent 8.1284 hectares more or less
being Subdivision A of Subdivision 3 of Subdivision J of Farm No.
197a situate in the Lusaka Province of Zambia which piece of land
is more particularly delineated and described on Diagram No. 210
of 1987 annexed to the Certificate of Title relating to the said piece
of land.
THE SECOND SCHEDULE hereinafter referred to:
LEASE

PARTIES

20th January, 1981

TERM OF YEARS

The President

of the Republic
of Zambia of the 1981
one part and the
Borrower of the
other part

99 year from
8th October,

SIGNED SEALED and DELIVERED )

By the said
In the presence of:

THIRD PARTY MORTGAGE

THIS MORTGAGE is made the

day of

Thousand Nine Hundred and Ninety BETWEEN

One
a

Company incorporated in Zambia and having its registered office at

Mkushi (hereinafter called the Mortgagor) of the one part and
a company incorporated in Zambia and having its
registered office at Lusaka (hereinafter called the Bank) of the
other part.
WITNESSETH as follows:1.

The Mortgagor as the Beneficial Owner hereby demises unto

the Bank ALL THAT the hereditaments mentioned or
described in the Schedule hereto (hereinafter called the said
hereditaments) TO HOLD the said hereditaments UNTO the
Bank and its assigns SUBJECT to the proviso for redemption
hereinafter contained with payment to the Bank on demand
of all money and liabilities whether certain or contingent now
or hereafter owing or incurred to date from or by

of

Mkushi in Zambia (hereinafter called the Customer) on any

current or other account or in any matter whatever as
principal or surety and whether alone or jointly with any
other person and in whatever name style or form including.
(a)

in the case of the death bankruptcy or liquidation of the

Customer all sums which would have been owing to the
Bank by the Customer if such death had occurred or
such bankruptcy or liquidation had commenced at the
time when the Bank receives actual notice respectively
of the death or of the making or of a receiving order in

event of bankruptcy of the presentation of a petition or

the passing of a resolution to wind up in the case of
notwithstanding such death bankruptcy or liquidation.
(b)

All money obtained from or liabilities incurred to the

Bank notwithstanding that the borrowing or incurring
of such liabilities may be invalid or in excess of the
powers of the Customer or of any Director Attorney
agent or other person purporting to borrow or act on
behalf of the Customer and notwithstanding any other
irregularity in such borrowing or incurring of such
liabilities.

(c)

In event of the discontinuance by any means of the

security hereby created all cheques drafts notes bills
and negotiable instruments drawn by or for the account
of the customer of the Bank or its agents and
purporting to be dated on or before the date when such
discontinuance became known to the Bank or its agents
although presented to or paid by it or them after that
date and all liabilities of the Customer to the Bank at
such date whether certain or contingent and whether
payable forthwith or at some future time or times and
also all credits then established by the Bank for the
Customer together with interest on all such debts and
liabilities to the date of payment commission banking
charges legal and other costs charges and expenses.

2.

The security hereby created shall be a continuing one until

receipt by the Bank of notice in writing to determine the
same and notwithstanding any change in the same style or
constitution of the Customer.

3.

The monies hereby secured shall be deemed to have become

due when payment thereof is demanded by the Bank and the

statutory power of sale as hereby varied or extended shall be

exercisable from and after that date which date (without
prejudice right to redeem) shall be the redemption date.
4.

The powers and remedies conferred on mortgagees by the

Conveyancing and Law of Property Act 1881 and the Lands
and Deeds Registry Act Cap 185 of the Laws of Zambia shall
apply to this security with the variation or extension that on
written notice to the Mortgagor of its intention so to do the
Bank may exercise and put in force all and every or any of
such powers and remedies as hereby varied or extended.

5.

The Mortgagor will during the continuance of this security

keep all buildings or other improvements now or for the time
being comprises in the said hereditaments or subject to this
security in good and substantial repair AND for purpose of
ascertaining

whether

the

said

building

or

other

improvements are for the time being in good and substantial

repair the Bank may from time to time survey the same or
cause the same to be surveyed by a competent surveyor and
the Bank may by its directors officers agents or appointed
surveyor may without rendering the Bank liable as a
mortgage in possession at all reasonable times enter upon
the said hereditaments or any part or parts thereof for the
purpose of making a survey of the same buildings or
improvements AND the certificate of any such director office
agent or appointed surveyor as to the state of repair of the
said buildings or other improvements shall be conclusive
AND if after due notice the Mortgagor shall fail to do the
repairs to the said buildings or improvements certified by any
such certificate as necessary to be done to replace the said
buildings or improvements in good and substantial repair the
Bank may at any time thereafter enter upon the said

hereditaments with our without workmen or others and

execute the same without thereby becoming liable as a
mortgagee in possession.
6.

That the Mortgagor will during the continuance of this

security insure and keep insured all the said buildings and
other improvements against loss or damage by fire and such
other risks as the Board of Directors of the Bank (hereinafter
called the Board) may require to the full reinstatement
value thereof with one years rental of or for such other
amount as the Bank may deem sufficient in some insurance
office nominated by the Bank in the joint names of the Bank
and the Mortgagor and will in all cases duly and punctually
pay all premiums and other moneys necessary for effecting
and keeping on foot such insurance and for the purpose
aforesaid and without any liability whatsoever on the Bank as
regards the amount of any such insurance the Mortgagor
hereby authorises the Bank for and on the Mortgagors
behalf to effect and keep on foot such insurance as the Board
may from time to time require and any payment made by the
Bank for effecting and keeping on foot such insurance
together with interest thereon at the rate of Forty three per
centum per annum from the time of each payment shall be a
charge upon the said hereditaments.

7.

That if default shall at any time be made by the Mortgagor in

paying the said rates taxes and impositions or any of them or
in keeping the said buildings and other improvements or any
part thereof in such state of repair as aforesaid AND the
Mortgagor will repay to the bank on demand every sum
which under the power hereinbefore contained may be
expended by the Bank with interest thereon at the rate of
forty three per centum per annum from the time of each
payment and until repayment all and every of such sums with

interest thereon as aforesaid shall be a charge upon the said

hereditaments.
8.

Nothing herein contained shall operate so as to merge or

otherwise prejudice or affect any bill

note guarantee

mortgage or other security which the Bank may for the time
being have for any money intended to be hereby secured or
any right or remedy of the Bank thereunder.
9.

The total sum recoverable hereunder shall not exceed Three

Million Kwacha (K3,000,000-00) in addition to interest costs
charges and expenses.

PROVIDED THAT
(a)

the aforementioned limited of recoverability shall not in

any way prejudice or affect any fight of the Bank
independently of this Deed to recover the total sum due
from the Customer and on such count or in such manner
as hereinbefore mentioned or any excess of such total sum
over and above the limit aforesaid and

(b)

if the total liability of the customer exceeds the said limit

the Bank may conclusively determine what part of the said
total liability not exceeding the limit aforesaid shall be
deemed to be secured.

10.

Any receiver appointed by the Bank may in the name or on

behalf of and at the cost of the Mortgagor let deal with or
manage the mortgaged premises or any part thereof and
carry out or complete thereon any work of building, repair
reconstruction furnishing or equipment and for any such
purpose may borrow from the Bank and any sum so borrowed
shall be treated as immediately owing by the Mortgagor to
the bank and shall be recoverable hereunder in addition to

the sum mentioned in clause 9 hereof.

The Mortgagor

irrevocably appoints each such receiver to be his attorney for

the above purposes and these powers shall be in addition to
all powers given by statute to the Bank or to any such
receiver.
11.

The Bank may at all times without discharging or in any way

affecting the security hereby created:
(a)

determine vary or increase any credit to the Customer

(b)

grant to the Customer or to any other person any time

or indulgence

(c)

renew any bills notes or other negotiable securities

(d)

deal with exchange release modify or abstain from

perfecting

or

enforcing

any

securities

or

other

guarantees or rights which it may now or hereafter

have from it against the Customer or any other person
(e)

compound with the customer or with any other person

or guarantor.

12.

The security hereby created shall not have affected by any

failure by the Bank to take any other security or by an
invalidity of any such security taken or by any existing or
future agreement by it as to the application of any advances
made or to be made to the Customer.

13.

Any money received hereunder may be placed and kept to

the credit of a suspense account for so long as the Bank
thinks fit without any obligation in the meantime to apply the
same or any part thereof in or towards discharge of any
money or liabilities due or incurred by the customer to it and
notwithstanding any such payment in the event of any
proceedings in or analogous to bankruptcy liquidation or
arrangement the Bank may prove for and agree to accept any

dividend or composition in respect of the whole or any part

such money and liabilities in the same manner as if this
security had not been created.
14.

Until all money and liabilities due or incurred by the

Customer to the Bank shall have been paid or discharged the
Mortgagor will not by paying off any sum receivable
hereunder or by any means or on any other ground claim any
set-off or counter claim against the Customer in respect of
any liability the Mortgagor to the customer or claim or prove
in competition with the bank in respect of any payment by
the Mortgagor hereunder or be entitled to claim or have
benefit of any set-off counter claim or proof against or
dividend composition or payment by the Customer or his
estate or the benefit of any other security which the Bank
may now or hereafter hold for any money or liabilities due or
incurred by the Customer to it or to have any share therein.

15.

Any notice or demand hereunder shall be deemed to have

been sufficiently given if sent by prepaid letter post to the
address in Zambia last known to the Bank or stated herein of
the person to whom or to whose personal representatives
such notice is given or if the Mortgagor is a company to the
address hereon or to the registered office of the company
and shall be assumed to have reached the addressee in the
course of post. In the case of the death of any person a party
hereto and until receipt by the Bank of notice in writing of
the grant of probate of the Will or administration of the
Estate of the deceased any notice or demand by the Bank
sent by post aforesaid addressed to the deceased last known
address last known to the Bank or stated herein shall for all
purposes be deemed a sufficient notice or demand by the

Bank to the deceased and his person representatives and

shall be a effectual as if the deceased were still living.
16.

A certificate by an officer of the Bank as to the money and

liabilities for the time being due or incurred to the bank from
or by the customer shall be conclusive evidence against the
Mortgagor in any Legal Proceedings.

17.

The expression the Mortgagor and the Bank where the

context so admits includes their respective successors in title
and assigns and if there are two or more persons parties of
the first par all covenants herein contained or implied on the
part of the Mortgagor shall be deemed to be joint and several
covenants on their part.

IN WITNESS whereof the Mortgagor has caused its common Seal

to be hereunto affixed the day and year first before written.
ALL THAT piece of land in extent 5563.6179 hectares more or less
being Farm No. 2873 near Mkushi in the Central Province of
Zambia which piece of land is more particularly delineated and
described on Diagram No. 563 of 1958 annexed to the Certificate
of Title relating to the said land EXCEPT AND RESERVED all
minerals oils and precious stones whatsoever upon or under the
said land.
THE COMMON SEAL of

Was hereunto affixed

In the presence of:

DIRECTOR:
SECRETARY:
FURTHER CHARGE
THIRD PARTY

THIS FURTHER CHARGE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

of Lusaka (hereinafter called the Mortgagor) of the one
part and

a Company incorporated in Zambia and having its

registered office at Lusaka (hereinafter called the Bank) of the

other part.
WHEREAS
1.

By a Third Party Mortgage dated the 4th day of November

One Thousand Nine Hundred and Eighty-eight (hereinafter
called the Mortgage) and made between the Mortgagor of
the

one

part

and

the

Bank

of

the

other

part

the

hereditaments hereinafter described in the Schedule were

mortgaged by the Mortgagor to the Bank to secure amounts
up to Sixty Thousand Kwacha and interest advanced by the
Bank to
2.

(hereinafter called the Customer).

The Bank has agreed to make further advances to the

customer in excess of the advances secured by the Mortgage
upon having such advances secured in manner hereinafter
appearing.

NOW THIS DEED WITNESSETH as follows:

1.

In consideration of the Bank agreeing to make further

advances to the Customer the Mortgagor as Beneficial Owner
HEREBY CHARGES all those hereditaments and premises
described in the schedule hereto with repayment to the bank
of all monies due by the Customer to the Bank and the said
hereditaments and premises shall henceforth stand charged
with repayment to the Bank of the said further advances and
interest thereon as well as all monies due to the Bank in

pursuance of the Mortgage and no part of the said

hereditaments and premises shall be redeemable until the
monies hereby and by the Mortgage secured shall have been
repaid to the Bank
2.

Except in so far as the same are hereby varied the powers

trusts covenants and provisions in the Mortgage contained
either for the better securing of the repayment of the
principal and other monies hereby secured or otherwise shall
extend and be applicable to secure the payment of the
principal and interest and other monies hereby covenanted to
be paid in the same manner as nearly as may be if the same
had been repeated with reference to all monies and interest
secured by the Mortgage and by these presents respectively.

3.

For the purposes of any registration fee payable this security

shall be stamped as a collateral security for a further
advance of Three Million Nine Hundred and Forty Thousand
Kwacha (K3,940,000)

IN WITNESS whereof the Mortgagor has hereunto set his hand and
seal the day and year first before written.
THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 0.1633 hectare more or less
being Plot No. 719 situate in the Lusaka Province of Zambia which
piece of land is more particularly delineated and described on
Diagram No. 476 of 1950 annexed to the Certificate of Title
relating to the said piece of land EXCEPT and RESERVED all
minerals oils and precious stones whatsoever upon or under the
said land.

SIGNED SEALED and DELIVERED )

BY
In the presence of

)
)

FURTHER CHARGE

THIS FURTHER CHARGE is made the

day of

One Thousand Nine Hundred and NinetyBETWEEN

a Company incorporated in Zambia

and having its registered office at Lusaka (hereinafter called the

Mortgagor) of the one part and

Company

incorporated in Zambia and having its registered office at Lusaka

(hereinafter called the Bank) of the other part.

WHEREAS
1.

By a Mortgage dated the 25th day of July One Thousand Nine

Hundred

and

Ninety

Four

(hereinafter

called

the

Mortgage) and made between the Mortgagor of the one part

and the Bank of the other part the hereditaments hereinafter
described in the Schedule were mortgaged by the Mortgagor
to the Bank to secure amounts up to Six Million Six Hundred
and Ten Thousand United States Dollars ($6,610,000-00) and
interest.

2.

The Bank has agreed to make further advances to the

Mortgagor in excess of the advances secured by the
Mortgage upon having such advances secured in manner
hereinafter appearing.

NOW THIS DEED WITNESSETH as follows:1.

In consideration of the Bank agreeing to make further

advances to the Mortgagor the Mortgagor as beneficial
Owner HEREBY CHARGES all those hereditaments and
premises described in the Schedule hereto with repayment to
the Bank of all monies due by the Mortgagor to the Bank and
the said hereditaments and premises shall henceforth stand
charged with repayment to the Bank of the said further
advances and interest thereon as well as all monies due to
the Bank in pursuance of the Mortgage and no part of the
said hereditaments and premises shall be redeemable until
the monies hereby and by the Mortgage secured shall have
been repaid to the Bank.

2.

Except in so far as the same are hereby varied the powers

trusts covenants and provisions in the Mortgage contained
either for the better securing of the repayment of the
principal and other monies hereby secured or otherwise shall
extend and be applicable to secure the payment of the
principal and interest and other monies hereby covenanted to
be paid in the same manner as nearly as may be if the same
had been repeated with reference to all monies and interest
secured by the Mortgage and by these presents respectively.

3.

This shall be registered as a collateral security for a further

advance of Seven Hundred and Ninety Thousand United
States Dollars ($790,000-00).

IN WITNESS whereof the Mortgagor has caused its Common Seal

to be hereunto affixed the day and year first before written.
THE SCHEDULE hereinbefore referred to:ALL THAT piece of land in extent 7.642 acres more or less being
Plot 746 situate in the Lusaka Province of Zambia which piece of
land is more particularly delineated and described on Diagram No.
481 of 1961 annexed to the Certificate of Title relating to the said

piece of land EXCEPT and RESERVEVD all minerals oils and

precious stones whatsoever upon under the said land.
THE COMMON SEAL of

Was hereunto affixed

In the presence of:
DIRECTOR:
SECRETARY:
SECOND MORTGAGE

THIS MORTGAGE made the day of

hundred and seventy BETWEEN

one thousand nine

of Lusaka in the Republic

of Zambia (hereinafter called the Borrower) of the one part and

a Company incorporated in Zambia and having its
registered office at Lusaka aforesaid (hereinafter called Lender)
of the other part
WHEREAS
1.

BY a Lease (hereinafter referred to as the Lease) dated

Twenty-Sixth day of September One Thousand Nine Hundred
and Fifty Eight and made between the Crown of the one part
and

of the other part the Crown demised to the said

the property described in the Schedule hereto for the

term of Ninety-nine (99) years from the 1st day of January

1958 at the yearly rent of Four Kwacha Forty Ngwee (K4.40)
and subject to the covenants by the Lessees and the
conditions therein contained

2.

The premises comprised and demised by the Lease are now

vested in the Vendor for all the unexpired residue of the said
of term at the rent and subject as aforesaid

4.

By a Mortgage (hereinafter called the First Mortgage)

dated the Third day of March One Thousand Nine Hundred
and Seventy-five and made between the Borrower of one part
and the Zambia National Building Society of the other part
the said property was demised to the said Zambia National
Building Society for all the residue of term granted by the
Lease except the last ten day s thereof as security for the
payment of Nineteen Thousand Five Hundred Kwacha
(K19,500) and interest thereon
SECOND MORTGAGE

THIS MORTGAGE made the day of

nine hundred and seventy BETWEEN

one thousand
of

Lusaka

in

the

Republic of Zambia (hereinafter called the Borrower) of the one

part and

a Company incorporated in Zambia and having its

registered office at Lusaka aforesaid (hereinafter called the

Lender) of the other part
WHEREAS:
1.

BY a Lease (hereinafter referred to as the Lease) dated

Twenty-Sixth day of September One Thousand Nine Hundred
and Fifty-eight and made between the Crown of the one part
and

of the other part the Crown demised to the said

the property described in the Schedule hereto for the

term of Ninety-nine (99) years from the 1st day of January

1958 at the yearly rent of Four Kwacha Forty Ngwee (K4.40)
and subject to the covenants by the Lessees and the
conditions therein contained
2.

The premises comprised and demised by the Lease are now

vested in the Vendor for all the unexpired residue of the said
of term at the rent and subject as aforesaid.

3.

By a Mortgage (hereinafter called the First Mortgage)

dated the Third day of March One Thousand Nine Hundred
and Seventy Five and made between the Borrower of one
part and the Zambia National Building Society of the other
part the said property was demised to the said Zambia
National Building Society for all the residue of term granted
by the Lease except the last ten days thereof as security for
the payment of Nineteen Thousand Five Hundred Kwacha
(K19,500) and interest thereon.

4.

THE Lender has agreed to advance the borrower the sum of

Ten Thousand Kwacha (K10,000) upon having the repayment
of the same with interest thereon secured in the manner
herein appearing.

NOW THIS DEED WITNESSETH as follows:

1.

In consideration with the sum of Ten Thousand Kwacha

(K10,000) now paid by the Lender to the Borrower (the
receipt thereon the Borrower hereby acknowledges the
Borrower HEREBY COVENANTS with the Lender that the
Borrower will on the First day of September One Thousand
Nine Hundred and Seventy-five next pay to the Lender the
sum of Ten Thousand Kwacha (K10,000) with interest thereof

from the date hereof at the rate of ten per centum (10%) per
annum and if the said sum shall not be paid on that date then
so long as any part thereon shall remain owing that he will
pay the Lender interest at the rate aforesaid on the said sum
or such part to thereof as shall from time to time remain
owing by equal monthly payments on the fifth day of each
month
2.

The Borrower as Beneficial Owner hereby demises to the

Lender all the property demised by the Lease TO HOLD the
same unto the Lender for the residue of the term granted by
the Lease except the last two days thereof subject to the First
Mortgage

3.

PROVIDED that if the Borrower shall on the First day of

September One Thousand Nine Hundred and Seventy-five
next pay to the Lender the said sum of Ten Thousand Kwacha
(K10,000) with interest thereon from the date hereof at the
rate hereinbefore provided the sub-term hereby created shall
cease

4.

IF THE person or persons entitled to the benefit of the First

Mortgage shall call in the money thereby secured or shall
take any step to enforce the First Mortgage the Lender may
thereupon pay off the First Mortgage and take a transfer of
the benefit thereof and the money so expended by the Lender
and all costs of and incidental to the transactions incurred by
the Lender shall be added to the principal money hereby
secured and shall bear interest from the date of the same
having been expended at the rate of and such money and the
interest thereon shall be charge upon the said property and
be secured by the term hereby created

5.

THE Borrower or his successors in title will at all times

during the continuance of the present security keep the
buildings and fixtures which now are or which may from time
to

time

hereafter

be

or

brought

upon

the

premises

hereinafter described in a good state of repair and in perfect

working order and also insured against loss or damage by the
fire in their full value for the time being in such office or
offices as the Lender shall approve and will punctually pay all
premium necessary for the purpose of such insurance and
will forthwith on demand produce to the lender the policy or
policies of such insurance and the receipt for every such
payment PROVIDED that if the Borrower shall comply with
his obligation as to insurance contained in this said First
Mortgage and produce to the Lender the policy or policies so
maintained and the receipt for each premium paid in respect
thereof he shall be deemed to have performed his covenants
in that behalf in so far as concerns the sum insured and the
risks to which such insurance relates
6.

IF the Borrower shall fail to perform any of his obligations

under this clause and if the Lender shall take out any
insurance on the mortgage property or any part thereof the
Borrower will on demand repay to the Lender all payments
made by the Lender for that purpose and will pay interest
thereon at the rate of ten per centum (10%) per annum from
the date of payment until repayment on any monies not paid
on demand as aforesaid and all such monies and interest
shall be charged on the property hereby mortgaged

7.

THE Lender shall be at liberty from time to time to give time

for payment of any bill or bills of exchange promissory notes
or other security or securities which may have been
discounted for or received in account from the Borrower by

the Lender or which the Borrower shall or may be liable as

drawer or indorser or otherwise to any party or parties
thereto or liable thereon as the Lender shall in its discretion
think fit without in any manner releasing the Borrower or
affecting the security hereby made
8.

THIS

security

shall

not

be considered

satisfied or

discharged by any intermediate payment of the whole or part

of the monies owing as aforesaid but shall constitute and be a
continuing security to the Lender notwithstanding any
settlement of account or other matter or thing whatsoever
and shall be in addition to and shall not operate so as in any
deposit which may have already been made with the Lender
of the title deeds and writings relating the said property or
any other securities which the Bank may now or any time
hereafter hold for or in respect of the monies hereby secured
or any part thereof
9.

THE Lender shall in the event of it receiving notice that the

Borrower has incumbered or disposed of the equity of
redemption in the said property or any part thereof be
entitled to close the then current account and to open a new
account with the Borrower and no money paid in or carried
to credit of such new account shall be appropriated towards
or have the effect of discharge any part of the amount due to
the Lender on the said closed account at the time it received
such notice as aforesaid

10.

THE statutory power to appoint a receiver may be exercised

at any time after payment of the monies hereby secured has
been demanded and the Borrower has made default in
payment in the same

11.

A demand for payment or any other demand under this

security may be made by any manager or officer of the
Lender or of any branch thereof by letter sent by post
addressed to the Borrower at the address as given in this
security or at the last known place of business or abode of
the Borrower and every demand so made shall be deemed to
have been made on the day the letter was posted

12.

ALL

costs

charged

and

expenses

properly

incurred

hereunder by the Lender and all other monies properly paid

by the Lender in respect of the said costs charge and
expenses or otherwise together with interest thereon as
aforesaid shall be charged on the mortgaged premises
provided that the charge hereinbefore conferred shall be in
addition to and without prejudice to any and every other
remedy lien or security which the Lender any or but for the
said charge would have for the monies hereby secured or any
part thereof
IN WITNESS whereof the Borrower has hereunto set his hand and
seal the day and year first before written
THE SCHEDULE hereinbefore referred to:
ALL THAT piece of Land extent two decimal point Two anion six
(2.2116) hectares more or less being Plot No. 73 Kaniki situate in
the Copperbelt Province of Zambia which piece of land is more
particularly delineated and described on Diagram No. 774 of 1958
annexed to the Certificate of Title issued in respect of the said
piece of land and thereon bordered red
SIGNED SEALED and DELIVERED )
By the said

In the presence of:

WITNESS:
Name:
Address:
Occupation:

DEBENTURE

THIS DEBENTURE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

company incorporated in Zambia and having its registered office at

Lusaka (hereinafter called the Company) of the one part and
a Company incorporated in Zambia and having its registered
office at Lusaka aforesaid (hereinafter called the Bank) of the
other part.
WITNESS as follows:
1.

The Company will pay to the Bank on demand all money

which now is or at any time hereafter may become due or
owing to the Bank or for which the Company may be or
become liable to the Bank on any current or other account or
in any manner whatever and on any current or other account
or in any manner whatever (and in the case of both money
owing and liabilities incurred whether alone or jointly with
any other person and in whatever style or name and whether
as principal or surety) together with interest at the rate
current from time to time or at such other rate as may from
time to time be agreed to the date of repayment commission
banking charges legal and other costs charges and expenses

2.

The Company will pay interest at the rate aforesaid on the

money so due (whether under this debenture or on any
judgment which may be recovered therefore) on the last day
of each month and such interest shall be compounded with
monthly rents on the said dates in the event of it not being
punctually paid on the said dates but will without prejudice
to the right of the Bank to require payment of such interest

PROVIDED THAT in the case of any such money being also

secured to the Bank under an instrument or agreement
reserving a higher rate of interest than as aforesaid nothing
herein contained shall prejudice or affect the right of the
Bank to recover such higher rate of interest or as the case
may be the difference between such higher rate of interest
and the rate payable hereunder.
3.

The Company as Beneficial Owner hereby charges with the

payment of all money and liabilities hereby agreed to be paid
or intended to be hereby secured (including any expenses
and charges arising out or in connection with the acts or
matters referred to in clause 6 hereof) all the Companys
property whatsoever and wheresoever both present and
future including its good will and its uncalled capital for the
time being and so that the charge hereby created shall be a
continuing security on the aforesaid property but so that the
Company shall not without the consent in writing of the Bank
create any mortgage debenture or charge upon as so that no
lien shall in any case or in any manner arise on or affect any
part of the property the subject of the charge hereby created
and ranking either in priority to or pari passu with the charge
hereby created

4.

The Company will deposit with the Bank and the Bank during
the continuance of this security shall be entitled to hold and
retain all deeds and documents of title relating to the
Companys property (and any insurance policies thereon) for
the time being.

5.

The Company will at any time if and when required by the

Bank so to do execute to the Bank or as the bank shall direct
such further legal or other mortgages or charges as the Bank
shall require of and on all the Companys estate and interest

in the premises comprised in the said deposit deeds and

writings or which may hereafter be acquired by or belong to
the Company (including any Vendors lien) to secure all
money and liabilities hereby agreed to be paid or intended to
be hereby secured such mortgages or charges to be prepared
by or on behalf of the Bank at the cost of the Company and to
contain an immediate power of sale without notice and all
other clauses for the benefit of the Bank as the Bank may
reasonably require.
6.

At any time after the Bank shall have demanded payment of

any money hereby secured the Bank may writing under the
hand of any director chief General Manager joint general
Manager, assistant, general manager or manager of any
branch or accountant or any person authorised by any one of
them in writing appoint any person or persons to be a
receiver or receivers of the property hereby charged or any
part thereof and to remove any receive any receiver or
receivers so appointed and appoint another or others in his
or their place and the receiver or receivers so appointed shall
have power:(1)

To take possession of collect and get in any property,

hereby charged and for that purpose to take any
proceedings in the name of the Company or otherwise
as may seem expedient.

(2)

To carry on, manage, or concur in carrying on, and

managing the business of the Company or any thereof
and for any of these purposes to raise or borrow any
money that may be required upon the security of the
whole or any part of the property hereby charged

(3)

Forthwith and without any restrictions to sell or concur

in selling (but where necessary with the leave of the
Court) and to let or concur in letting and to accept
surrenders of leases or tenancies of all or any part of
the property hereby charged and to carry on such sale
letting or surrender into effect by conveying leasing or
letting or accepting surrenders in the name and on
behalf of the Company or other than the estate owner.
Any such sale may be for cash debentures or other
obligations,

shares

stock,

or

other

valuable

consideration and may be payable in a lump sum or by

instalments spread over such period as the Bank may
direct.

Plant machinery and other fixtures may be

served

and

sold

separately

from

the

premises

containing them without the consent of the Company

being obtained thereto.
(4)

To make any arrangement or compromise which he or

they shall think expedient.

(5)

To make and effect all repairs renewals and any

improvements of the Companys plant machinery and
effects and to maintain or renew all insurance.

(6)

To appoint Manager, Agents, Officers, Servants and

workmen for any of the aforesaid purposes at such
salaries and for such periods as he or they may
determine

(7)

To do all such other acts and things as ma be

considered to be incidental or conducive to any of the
matters or powers aforesaid and which he or they
lawfully may or can do as agents of the Company.

All money received by such receiver or receivers

shall be applied first in payment of his or their
enumeration as may be agreed between him or them
and the appointer and the costs of realisation,
secondly, in providing for the matters specified in
the first four paragraphs of Sub-section 9 of Section
24 of the Conveyancing and Law of Property Act
1881, or any statutory modification or re-enactment
thereof and thirdly in or towards satisfaction of the
money hereby secured. Any receiver or receivers so
appointed shall be deemed to be the agent or agents
of the Company and the Company shall be solely
responsible for his or their acts or defaults and his
or their remuneration.
(8)

The Company hereby irrevocably appoints the Bank

and the persons deriving title under the Bank and their
substitutes to be its attorney for it and in its name and
on its behalf and as its act and deed or otherwise to
sign seal and deliver and otherwise perfect any legal or
formal mortgage as aforesaid or (without executing any
such mortgage) any deed, assurance, or act which may
be required or may be deemed proper or any sale lease
or disposition by the Bank or by any such receiver or
receivers as aforesaid of the said land and premises or
any part thereof or any other property or assets of the
company under any power of sale, leasing or other.

(9)

The

statutory

power

of

leasing

entering

into

agreements for leases and accepting surrenders of

Leases shall not during the continuance of this security
be exercisable by the Company without the written
consent of the Bank, but shall not be necessary to

express such consent in any lease agreement or

surrender.
(10) During the continuance of this security the Company
shall furnish to the Bank the Balance Sheet Profit and
Loss account and Trading Account showing the true
position of the companys affairs at least once in every
year certified by the auditor for the time being of the
company approved by the Bank also from time to time
such other information respecting the assets and
liabilities of the Company as the Bank may reasonably
require and shall insure and keep insured in an office
or offices other insurers to be approved by the name of
the Bank its property and effects of every description
against such contingencies and risks in such manner
and for such amounts as the Bank shall require and
produce to the Bank the receipts for the current
premises within seven days after their becoming due
and payable failing which the Bank may at the
expenses of the Company effect or renew any such
insurance as to the Bank shall seem fit.

All money

which may at any time hereafter be received or

receivable under any such insurance or any other
insurance covering any of the property and effects of
the Company against such risks as aforesaid shall be
applied

in

replacing

or

reinstating

the

property

destroyed or damaged unless the Bank shall otherwise

consent in writing.
(11) The Company may at any time give to the Bank

seven

days notice of its intention to discharge this security

and immediately upon the expiration of such notice
hereby secured shall become payable

(12) The expression the Bank hereinbefore used shall

include the Banks assigns whether immediate or
derivative.

And any appointment or removal under

Clause 6 hereof may be made by writing signed or

sealed by any of such assigns and the Company hereby
irrevocably appoints each such assigns to be its
attorney in the terms and for the purposes of Clause 7
hereinbefore set forth
(13) The Company shall pay the Banks proper charges
including the Banks Advocates scale costs and all
stamp duties in connection with the 8 September 1998.
7.

Any notice required to be served upon the Company shall be

sufficiently served if sent to the Company by registered post
addressed to its registered office for the time being or if left
addressed to the Company at its registered office and any
notice required to be served on the Bank shall be sufficiently
served if sent to the Bank by registered post to P O
Box---------- Lusaka or if left addressed to the Manager of the
said Bank at its Head Office, Lusaka.

8.

For the purposes of any duty payable this security shall be

stamped for and be limited to a maximum advance of Six
Million Kwacha (K6,000,000)

IN WITNESS where of the Company has caused its Common Seal

to be hereunto affixed the day and year first before written
THE COMMON SEAL of the said

Was hereunto affixed in the

Presence of:

DEBENTURE
FLOATING CHARGE AND SPECIFIC MORTGAGE

THIS INDENTURE is made the

day of

One Thousand Nine Hundred and Ninety BETWEEN

Company incorporated in Zambia and having its registered office in

Ndola (hereinafter called the Company) of the one part and a
Company incorporated in Zambia and having its registered office at
Lusaka (hereinafter called the Bank) of the other part.
NOW THIS DEED WITNESSETH as follows:
1.

The Company will pay to the Bank all principal sums,

including interest and all other sums at any time advanced to
the Company by the Bank or becoming due to the Bank by
the Company the Principal sum for these presents being One
Million Kwacha (K1,000,000)

2.

As security for the repayment and discharge of such principal

sum and interest and other sums intended to be hereby
secured the Company as Beneficial Owner hereby charges by
way of first floating charge with the payment of all money
and liabilities hereby agreed to be paid or intended to be
hereby secured (including any expenses and charges arising
out of or in connection with the acts or matters referred to in
Clause 6 hereof) and so that the charge hereby created shall
be a continuing security over all the Companys property

whatsoever

and

wheresoever

both

present

and

future

including its goodwill and its issued and uncalled Capital for
the time being. The charge hereby created shall be a floating
charge over all the aforesaid property but so that the
Company shall not without the consent in writing of the Bank
create

any

mortgage

debenture

or

charge

upon

its

undertaking or assets or any part thereof and so that no lien

shall in any case or in any manner arise on or affect any part
of the property the subject of the charge hereby created and
ranking either in priority to or pari passu with the charge
hereby created
3.

As further security the Company as Beneficial Owner hereby

demises unto the Bank ALL THAT piece of land in extent
3628 square metres more or less being stand No. 42
Kabulonga situate in the Lusaka Province of Zambia which
piece of Land is more particularly delineated and described
on Diagram number 938 of 1968 annexed to the Certificate of
Title relating to the said land TO HOLD the same unto the
Bank for the residue of the term of 99 years from the 1 st day
of September One Thousand Nine Hundred and SeventySeven created by a lease dated the 14 th day of February One
Thousand Nine Hundred and Seventy Eight and made
between the President of the Republic of Zambia of the one
part and

of the other part (except the last three days

of the said term) SUBJECT to the proviso for redemption

hereinafter contained.
4.

The Company will deposit with the Bank and the Bank during
the continuance of this security shall be entitled to hold and
retain

all

companys

deeds

and

immovable

documents
property

title

not

relating

hereby

to

the

specifically

mortgaged both present and future (and any insurance

policies thereon) for the time being.

5.

The Company will at any time if and when required by the

Bank so to do execute to the Bank or as the Bank shall direct
such further legal or other mortgage or charges as the Bank
shall require of and on all the Companys estate and interest
in the premises comprised in the said deposited deeds and
writings or which may hereafter be acquired by or belong to
the Company (including any Vendors lien) to secure all
money and liabilities hereby agreed to be paid or intended to
be hereby secured such mortgage or charges to be prepared
by or on behalf of the Bank at the cost of the Company and to
contain such clauses for the benefit of the Bank as the Bank
may reasonably require

6.

The principal and other monies hereby secured shall become

immediately payable and the security enforceable
(i)

if the Company shall dispose of any of its asset other

than in the ordinary course of business

(ii)

if a distress or execution is levied or issued against any

of the property of the Company and is not paid out
within seven days or

(iii)

if an order is made or an effective resolution is passed

for winding up the Company or

(iv)

if the Company ceases or threatens to cease to carry on

its business or a substantial part thereof or

(v)

if an encumbrancer takes possession or a receiver is

appointed of the assets of the Company or

(vi)

if the Company is unable to pay its debt within the

meaning of the Companies Act or

(vii)

if the Company makes a default in observing or

fulfilling any of its obligations hereunder including the
payment of interest or other monies and the Bank by
notice in writing to the Company calls in the principal
and other monies hereby secured

7.

At any time after the monies hereby secured shall have

become payable and the security enforceable the Bank may
be writing under the hand of any director general manager
or any person authorised by any one of them in writing
appointment any person or persons to be a receiver or
receivers of the property hereby charged or any part thereof
and to remove any receiver or receivers so appointed and
appoint another or others in his or their place and the
receiver or receivers so appointed shall have power.
(i)

to take possession of collect and get in any property

hereby charged and for that purpose to take any
proceedings in the name of the Company or otherwise
as may seem expedient

(ii)

to carry on manage or concur in carrying on and

managing the business of the Company or any part
thereof and for any of these purposes to raise or
borrow any money that may be required upon the
security of the whole or any part of the property hereby
charged

(iii)

forthwith and without any restrictions to sell or concur

in selling (but where necessary with the leave of the
court) and to let or concur in letting and to accept
surrenders of leases or tenancies of all or any part of
the property hereby charged and to carry any such sale
letting or accepting surrenders in the name and on
behalf of the Company or other estate owner any such
sale may be for cash debentures or other obligations
shares stock or other valuable consideration and may
be payable in a lump sum or by instalments spread over
such period as the Bank may direct. Plant machinery
and other fixtures may be several and sold separately
from the premises containing them without the consent
of the Company being obtained thereto.

(iv)

to make any arrangement or compromise which he or

they shall think expedient.

(v)

to make and effect all repairs renewals and any

improvements of the Companys plant machinery and
effects and to maintain or renew all insurance.

(vi)

to appoint managers agents officer servants and

workmen for any of the aforesaid purposes at such
salaries and for such periods as he or they may
determine

(vii)

to do all such other acts and things as may be

considered to be incidental or conducive to any of the
matters or powers aforesaid and which he or they
lawfully may or can do as agents of the Company.

All money received by such receiver or receivers shall be applied

first in payment of his or their remuneration as may be agreed by
him or them and the appointer and the costs of realisation secondly
in providing for the matters specified in the first four paragraphs of
Sub-section 8 of section 24 of the Conveyancing and law of
property Act 1881 or any statutory modification or re-enactment
thereof and thirdly in or towards satisfaction or the money hereby
secured. Any receiver or receivers so appointed shall be deemed
to be the agent or agents of the Company and the Company shall
be solely responsible for his or their acts or defaults and for his or
their remuneration.
8.

The Company hereby irrevocably appoints the Bank and the

persons deriving title under the bank and its or their
substitute or substitutes to be its attorney for it and in its
name and on its behalf and as its act and deed or otherwise
to sign seal and deliver and otherwise perfect any legal or
formal mortgage as aforesaid or (without executing any such
mortgage) any deed assurance or act which may be required

or may be deemed proper on any sale lease or disposition by

the Bank or by any such receiver or receivers as aforesaid of
the said land and premises or any part thereof or any other
property or assets of the Company under and power of sale
leasing or other disposition applicable
9.

The statutory power of leasing entering into agreements for

leases accepting surrenders of leases shall not during the
continuance of security be exercisable by the Company
without the written consent of the Bank but it shall not be
necessary to express such consent in any lease agreement or
surrender

10.

The Company covenants with the Bank that during the

continuance of this security the Company:
(i)

will carry on and conduct its business in a proper and

efficient manner and will not make any substantial
alteration in the nature of such business

(ii)

will pay all rents and other outgoings due in respect of

and observe and perform all covenants restrictions and
stipulations affecting the property for the time being
subject to this security.

(iii)

will comply with all planning requirements regulations

and by laws affecting any such land or buildings

(iv)

will keep all such buildings (or all such parts of the
specifically mortgaged premises as are of a repairable
nature) in good and proper repair and condition

(v)

will keep all its property of an insurable nature insured

to the full value thereof against loss or damage by fire
lighting aircraft and things dropping therefrom storm
and tempest burst or leaking pipes taps and tanks and
such other risks as are in accordance with sound

commercial

practice

normally

insured

against

by

Companies carrying business (or as the bank may from

time to time reasonably specify) and shall produce the
last receipts for all such insurance to the Bank for
inspection on demand
(vi)

will not save with the written consent of the Bank sell
or otherwise acquire any part of the share capital of
another Company or any mortgage debenture or other
security or obligation of any other Company or person

11.

After the principal monies hereby secured have become

payable the Company shall do all such acts and things and
shall execute all such assurances and instruments as any
receiver appointed hereunder in the exercise of any of the
powers hereby conferred upon him shall reasonably require
and the Company hereby irrevocably appoints any receiver
appointed hereunder to be the lawful attorney of the
Company to do any act or thing and to execute any assurance
or instrument in the exercise of the powers hereby conferred
upon him or which the Company ought to do or execute
hereunder and to exercise all the powers of the Company in
carrying out or affecting any of the powers hereby conferred
upon him

12.

The Company shall pay the banks proper Advocates costs

and all duties in connection with the preparation and
registration of this security

13.

The security hereby created is in addition to any other

security or securities which the Bank may now or from time
to time hold or take from the Company or from any other
person

14.

PROVIDED ALWAYS that on payment to the Bank of all

principal interest and other money hereby secured and
pursuant to the stipulations and provisions thereof then this
security shall at the request and cost of the Company be
vacated

15.

The expression the Bank hereinbefore used shall include

the banks assigns whether immediate or derivative and any
appointment or removal under clause 7 hereof may be made
by writing signed or sealed by any such assigns

16.

Any notice required to be served upon the Company shall be

sufficiently served if sent to the Company by registered post
addressed to its registered office for the time being or if left
and any notice required to be served on the Bank shall be
sufficiently served if left addressed to the Managing Director
of the Bank at the banks head office for time being

IN WITNESS whereof the Company has caused its common seal to

be hereunto affixed the day and year first before written
THE COMMON SEAL of
Was hereunto affixed in
In the presence of

)
)
)

Director:
Secretary:
MEMORANDUM OF DEPOSIT OF TITLE DEEDS
(SHORT FORM)

THIS MEMORANDUM OF CHARGE made by me

WITNESSETH as follows:
1.

The

Title

Deeds

and

documents

relating

to

short

description of which is contained in the First Schedule

hereto, and a list of which Deeds and documents is contained
in the Second Schedule hereto, have been deposited by me
with

of P O Box Lusaka to secure to the said

the repayment of the Sum of Forty-One Thousand

Kwacha (K41,000) this day advanced by him to

2.

I, as Beneficial Owner hereby charge the said estate and

property and all other (if any) the property belonging to me,
over which I have any power of disposition, to which the said
deeds and writings or any of them relate with the repayment
of the said Sum of Forty-One Thousand Kwacha (K41,000)
and interest at the rate of Thirty-Seven per cent (37%) per
annum such interest to be calculated from date hereof until
repayment in full of the said sum of Forty-One Thousand
Kwacha (K41,000)

3.

I hereby undertake that I will, when required, at my own

cost, execute and deliver to an effectual Legal or Formal
Mortgage of the said estate and premises in such form and
with such covenant by me and such powers of sale and other
powers and provisions as the said may require for further
securing the payment of the said principal moneys and
interest

4.

I hereby irrevocably appoint the said

to

be

my

attorney for me and in my name and on my behalf and as my

act and deed or otherwise to sign, seal and deliver and

otherwise perfect any such legal or formal Mortgage as
aforesaid or (without executing any such Mortgage) any
deed, assurance, or act which may be required or may be
deemed proper on any sale by him of the said property and
premises, or any part thereof, under the power of sale
applicable hereto in order to vest in the purchaser or
purchasers the legal estate and all other my estate and
interest in the said premises, with power to appoint a
substitute or substitutes for the purpose aforesaid, or any of
them
5.

I hereby declare that I shall henceforth hold the property

hereby charged in trust to assign the same as the said
shall from time to time direct, subject to such right of
redemption (if any) as may subsist by virtue of this deed: and
I hereby authorise the said

by

deed

to

appoint

new

trustee or new trustees of the said property, and in particular

at any time or times to appoint a new trustee or new trustees
appointed under this power as IF I were dead
6.

I hereby undertake that during the continuance of this

security no person or persons shall be registered as
proprietors of the property hereby charged without the costs
incurred by the said
said

and that the costs incurred by the

of lodging from time to time a caveat against

registration of the said property shall be added to this

security
7.

I hereby undertake to pay all costs and expenses incurred by

the said

in respect of the premises, including the

cost of investigating the title to the mortgaged premises and

of stamping this deed and filing a certified copy of the Power

of Attorney herein contained and I agree that all such costs

and expenses may be added to this security
8.

ANY mention in this deed of the said

shall be

deemed where the context admits to include also his

Executors, Administrators and Assigns
IN WITNESS whereof I have hereunto set my hand and seal this
Twenty-Ninth day of January One Thousand Nine Hundred and
Eighty Seven
THE FIRST SCHEDULE:
ALL THAT piece of Land in extent 12.2546 hectares more or less
being Subdivision D of Farm No. 50a Doornfontein situate in the
Lusaka Province

of Zambia

which piece of

Land is more

particularly delineated and described on diagram No. 76 of 1969

EXCEPT AND RESERVED all minerals oils and precious stones
whatever upon or under the said Land
THE SECOND SCHEDULE:
1.

Certificate of Title
No. 55748

2.

Valuation Report

SIGNED SEALED and DELIVERED )

By the said
In the presence of:
Name:
Address:

)
)

Occupation:

MEMORANDUM OF DEPOSIT OF TITLE DEEDS

(FULL FORM)

relating to Stand No. 10540,

Lusaka

Ed Vocate & Partners,

P O Box 33333,
Legal House,
Cairo Road
LUSAKA
Advocates and Notaries

To:

STANBIC BANK ZAMBIA LIMITED,

P O BOX 34567,
MONEY HOUSE,
CAIRO ROAD,
LUSAKA.

1.

We BUS SERVICES LIMITED of Lusaka in Zambia hereby

declare that the title deeds and other documents relating to
the property situate at Lusaka and known as Stand No.
15400 particulars of which deeds and documents are
contained in the Schedule hereto have been delivered by us
and deposited by us with you for securing to you the payment
and discharge of all monies and liabilities now or hereafter
due from or incurred by us SELECT EQUIPMENT LIMITED a

Limited Company incorporated in Zambia and having its

registered

office

at

Lusaka

(hereinafter

called

the

Customer) on any account or in any manner whatever or

whether actually or contingently alone or jointly with others
and whether as principal or surety including (but without
prejudice to the generality of the foregoing) charges and all
costs charges and expenses which you may pay or incur in
stamping perfecting or enforcing this security or in obtaining
payment or discharge of such monies or liabilities or any part
thereof or in paying any rent rates taxes or outgoings or in
insuring repairing maintaining managing or realising the said
property or any part thereof.
2.

We hereby undertake that we will pay to you on demand in

writing addressed and sent by post or otherwise to us at our
address for the time being in the books of your Bank such of
the said monies as shall for the time being be actually due to
you PROVIDED

always

that the certificate

of a duly

authorised official of the bank shall be conclusive evidence as

to what is due.
3.

We hereby as Beneficial Owner charge all the said property

and all other property (if any) belonging to us or over which
we have any disposing power to which the said deeds and
documents relate with the payment to you and discharge of
all the said monies and liabilities due or to become due from
or incurred or to be incurred by us or the Customer to you
and we undertake that we will when required by you at our
own cost and expense execute and deliver to you an effectual
legal and formal mortgage or registered charge of all the said
property in such form and with such covenants by us or our
successors in title and such powers of sale and other powers
and provisions as you may require for securing the payment

to you and discharge on demand by you of all such monies

and liabilities as aforesaid together with interest thereon at
the rate current from time to time from the date of the
demand until payment
4.

The

power

of

sale

conferred

on

mortgages

by

the

Conveyancing and law property Act 1881 shall apply to the

security

hereby

created

but

without

the

restrictions

contained in the said Act as to giving notice or otherwise and

so that for the purpose of any sale of the said property or any
part thereof under the power of the sale vested in you by
virtue of this deed and the said Act the whole of the monies
and liabilities the payment and discharge whereof is hereby
secured shall be deemed to become due or liable to be
discharged on the day on which demand of payment shall
have been made or you shall have closed the Customers or
our accounts (whichever shall be the earlier).
5.

The statutory power to appoint a receiver may be exercised

at any time after payment of the monies hereby secured has
been demanded and we have made default in paying the
same or you have closed the Customers accounts.

6.

The power of leasing or agreeing to let and of accepting or

agreeing to accept surrenders of leases and tenancies
conferred by the Conveyancing and law of property Act 1881
shall not be exercised without your previous consent in
writing and the restriction on consolation contained in the
same Act shall not apply to this security.

7.

The said property is not mortgaged charge or incumbered

save as appears in the said deeds and documents.

8.

We hereby irrevocably appoint such one of your local

directors or managers for the time being as you shall from
time to time by writing under the hand of your chairman or
deputy-chairman or general manager or assistant general
manager designate to be our attorney for us and in our name
and on our behalf and as our act and deed or otherwise to
sign seal and deliver and otherwise perfect any such legal or
formal mortgage or registered charge as aforesaid or
(without executing any such mortgage) any deed assurance
or act which may be required or may be deemed proper on
any sale by you of the said property of any part thereof under
the power of sale conferred by the security hereby created
and the statutes in that behalf in order to vest in the
purchaser and legal estates and all other our estate and
interest in the said property or such part thereof as the case
may be and we declare that we or my successors in title will
henceforth stand seized and possessed of the said property
hereby charged in trust for you by way of further securing
payment of the said monies due or to become due and the
discharge of the said liabilities incurred or to lawful for you
by an instrument under your common seal to appoint a new
trustee or new trustees of the said property and in particular
at any time or times to appoint a new trustee or new trustees
thereof in the place of ourselves or our successors in titles or
any trustee or trustees appointed under this power as if he or
they are dead.

9.

We hereby undertake that during the continuance or this

security no person or corporation shall be registered as
proprietor of the said property of any part thereof without
your consent in writing.

10.

We hereby attorn tenant from year to year to you of such

parts of the said property as are in my occupation at the
yearly rent of K2.00 to be paid by quarterly payments on the
usual quarter days but so that such rent shall be applied in or
towards satisfaction of the monies hereby secured but not to
be recoverable by distress PROVIDED ALSO that neither the
receipt of the said rent nor the tenancy created by such
attornment shall render you liable to account as mortgagees
in possession.

11.

We hereby undertake that during the continuance of this

security we will keep all buildings on the said property
insured against fire in the full value thereof and will on
demand in writing produce to you the receipts for premiums
paid in respect of such insurance.

12.

We hereby undertake at all times the continuance of this

security to keep the buildings and fixtures which shall from
time to time be comprised in this security in a good state of
repair.

13.

We undertake to pay all costs and expenses incurred or to be

incurred by you in respect of the security hereby created and
the

property

hereby

charged

including

the

cost

of

investigating the title to the said property or any part thereof

and of stamping this instrument.
14.

You are to be at liberty to give time or other indulgence to

any person liable on any bill note or other security or for
whom we are sureties without discharging or affecting this
security and this security is to be a continuing security
notwithstanding any settlement of account or other matter
whatsoever.

15.

There the context so requires or admits references herein to

you are to include your assigns.

IN WITNESS whereof BUS SERVICES LIMITED have hereunto

caused its Common Seal to be hereunto affixed this

day

of

One Thousand Nine Hundred and Ninety

THE SCHEDULE hereinbefore referred to:Certificate of Title No. 58426 relating to ALL THAT piece of land in
extent 1717 square metres more or less being stand No. 15400
situate in the Lusaka Province of Zambia which piece of land is
more particularly delineated and described on Diagram No. 1410
of 1984 annexed to the said certificate.
THE COMMON SEAL of

BUS SERVICES LIMITED was

hereunto affixed in the

presence of:-

DISCHARGE OF MORTGAGE

Limited acknowledges to have received all moneys

intended to be secured by the documents listed in the Schedule
hereto in respect of Subdivision No. 3 of Subdivision A of Farm
No. 396a Lusaka and hereby discharges the said piece of land from
the said Mortgages

IN WITNESS WHEREOF the Bank has hereunto set its Common

Seal to be hereunto affixed

THE SCHEDULE HEREINAFTER REFERRED TO:

DATE

DOCUMENTS

2.08.85

PARTIES

DEBENTURE DEED

1.
2.

26.3.86

THIRD PARTY MORTGAGE

1.
2.

8.05.86

SUPPLEMENTAL DEBENTURE

1.

2.
11.5.86

SUPPLEMENTAL MORTGAGE
2.

THE COMMON SEAL OF

Limited was hereunto affixed in

DIRECTOR:
SECRETARY:

1.

PARTIAL DISCHARGE

THIS PARTIAL DISCHARGE is made the day of One Thousand Nine

Hundred and Seventy by

registered

under the Building Societies Act 1968 and having its Chief Office at
Permanent House Lusaka in the Republic of Zambia (hereinafter
called the Society)

WHEREAS
By a Deed of Mortgage dated the Third day of September One
Thousand Nine Hundred and Sixty-five and made between

of

the one part and the Society of the other part (hereinafter called
the Mortgage) and by a Deed of Further Charge dated the Eighth
day of July One Thousand Nine Hundred and Seventy One and
made between

of the one part and the Society of the other part

(hereinafter called the Further Charge) Whereby ALL THAT

piece of land in extent 2.052 acres or less being subdivision No. 28
of Farm No. 441a Roma situate near Lusaka in the Central
Province

Zambia which

piece of land is

more particularly

delineated and described on Diagram No. 814 of 1952 annexed to

the Certificate of Title (hereinafter called the said piece of Land)

was mortgaged to the Society by the said

AND WHEREAS the said piece of land has been subdivided into
two subdivisions namely the Remaining Extent of Subdivision No.
28 of Farm No. 441a and Subdivision A of Subdivision 28 of Farm
No. 441a.
NOW THIS DEED WITNESSETH as follows:

The Society being satisfied with the security that shall remain after
the release herein contained hereby RELEASES and DISCHARGES
ALL THAT piece of land in extent Four Thousand One Hundred and
Twelve (4112) square metres more or less being Subdivision A of
Subdivision No. 28 of farm 441a Roma situate near Lusaka in the
Central Province of Zambia which piece of land is more particularly
delineated and described on Diagram NO. 1278 of 1974 annexed to
the Certificate of Title issued in respect of the said land from the
said Mortgage and the said Further Charge

IN WITNESS whereof the Seal of the Society is hereto affixed this

day of One Thousand Nine Hundred and Seventy by
order of the Board of Director in the presence of:

LEASE

THIS INDENTURE made the day of

Hundred and Ninety Four BETWEEN

One Thousand Nine

of Lusaka in

the Republic of Zambia (hereinafter called the Landlord) of the

one part and

a Company incorporated in France and

having a place of business at Lusaka aforesaid called the Tenant)

WITNESSETH as follows:
1.

THE Landlord hereby demises unto the tenant ALL THAT

piece of land in extent 4691 metres more or less being
subdivision A of subdivision 31 of farm No. 337a Kabulonga
situate in the Lusaka Province of Zambia which piece of land
is more particularly delineated and described on Diagram
No. 1606 of 1969 EXCEPT and RESERVED all mineral oils
and precious stones whatsoever upon or under the said land
TO HOLD unto the tenant from the 1st day of September One
Thousand Nine Hundred and Ninety-four for a term of 3
years PAYING therefore the calendar monthly rent of Two

Thousand Five Hundred United States Dollars (US$2.500)

payable as follows:(a)

Rental for the first Sixteen (16) moths of the term

hereby created upon the execution hereof by both
parties and

(b)
2.

thereafter monthly on the first day of each month

THE Tenant hereby covenants with the Landlord as follows:

(a)

TO pay the rent reserved on the days and in manner

aforesaid
(b)

TO pay all charges for electricity and water supplied to

the demised premises

(c)

TO pay the Landlord on demand all rates payable in

respect of the demised premises in excess of the rates
payable or leviable thereon at the date of these
presents TO THE INTENT that in the event of the rates
being increased at any time or from time to time after
the 1st day of November One Thousand Nine Hundred
and Ninety Four the tenant shall be responsible for
payment of the amount of such increase or interest.

(d)

TO keep the interior of the demised building and all

additions thereto including the windows and doors and
sanitary

and

water

apparatus

thereof

and

the

Landlords fixtures therein in tenantable repair except

in respect of any injury or deterioration occasioned by
ordinary wear and tear or by fire lighting tempest or
any inevitable accident or by any defects of repair in
the roofs main walls or structure
(e)

TO paint with two coats oil paint in a workman like

manner in the last six months of the term all the
internal wood iron stucco and cement work of the
demises premises and then to paint grain varnish

distemper wash stop whitten and colour such parts

thereof as previously been or ought to be so dealt with
(f)

TO permit the Landlord and its agents with all

necessary workmen and appliances at all reasonable
times to enter upon the demised premises for the
purpose of executing repairs for which it is liable under
its covenants in that behalf hereinafter contained

(g)

TO permit the landlord and its agents with or without

workmen and others at all reasonable times to enter
upon and examine the condition of the demised
premises and thereupon the Landlord may serve upon
the Tenant notice in writing specifying any repairs
necessary to be done and require the tenant forthwith
to execute the same and if the Tenant shall not within
fourteen days after the service of such notice proceed
diligently with the execution of such repairs then to
permit the Landlord to enter upon the demised
premises and execute such repairs and the costs
thereof shall be a debt due to the landlord by the
Tenant and be forthwith recoverable by action

(h)

TO permit the Landlords Mortgagee (if any) by its

appointed officer or agent at all reasonable times to
enter upon the demised premises for the purpose of
inspecting the same and carrying out any works of
repair which the Mortgagee may be entitled to carry
out under its Mortgage.

(i)

NOT to make any alteration or additions to the demised

premises without the previous written consent of the
Landlord and the Mortgagee (if any) for the time being
and not to cut main or injure any of the walls or
timbers thereof nor to permit any of the aforesaid
things to be done

(j)

NOT to or suffer or permit to be done anything

whereby any policy of insurance on the premises
against fire effected by the Landlord may become void
or voidable or whereby the rate of premium thereon
may be increased and to pay the Landlord forthwith all
sums from time to time paid by it for or in respect of
any such increase or premium or the renewal or any
such policy so voided becoming voidable.

(k)

NOT to assign underlet or part with the possession of

the demised premises or any part thereof without the
previous written consent of the Landlord (such consent
nor to be unreasonably withheld) and of the Landlords
Mortgagee (if any).

(l)

TO pay all expenses (including advocates costs and

Surveyors fees) incurred by the Landlord incidental to
the preparation and service of a notice under section
14 of the Conveyancing and Law of Property Act 1881
notwithstanding forfeiture is avoided otherwise than by
relief granted by the Court.

(m)

PROMPTLY to pay all charges of a recurrent nature

(including the rent) in respect of the telephone and also
for all calls made.

(n)

NOT to use the demised premises for any purpose

other than that of a dwelling house.

(o)

TO pay the Landlords Advocates scale legal charges in

connection

with

the

preparation

completion

and

stamping of this lease and counterpart thereof.

(p)

TO insure and keep insured the plate glass windows in

the demised premises and to produce to the Landlord
on request proof of such insurance

(q)

AT the determination of the term to yield up the

demised premises and all fixtures therein (except such
Tenants fixtures as shall belong to the Tenant) in such

state of repair and condition as shall be in accordance

with the covenants of the tenants in that behalf
hereinbefore contained and with all locks keys and
fastening complete
3.

THE Landlord hereby covenants with the Tenant as follows:

(a)

To keep the exterior of the buildings of the demised

premises and the roofs and main walls and the exterior
drains pipes and cables thereof in good repair and to
do such structural repairs as may be necessary for the
convenient occupation thereof

(b)

To pay all owners rates and other taxes charges

assessments outgoings and impositions which now are
or may hereafter become payable in respect of the
demised premises for which the Tenant is not liable
under the covenants on its part herein contained and to
keep the Tenant indemnified against the same

(c)

That the Tenant paying the rent hereby reserved and

performing and observing the covenants on the part of
the Tenant and the conditions herein contained shall
quietly enjoy the demise premises during the term
created without any interruption by the Landlord or
any agent rightfully claiming under or in trust for it

4.

PROVIDED ALWAYS and it is hereby agreed as follows:

(a)

If the rent hereby reserved or any part thereof shall be

unpaid for Twenty-One days after becoming payable

(whether formally or not) of if any covenants on

the

Tenants part contained shall not be performed or

observed or if the tenant being a Company shall go into
liquidation (except for the purpose of amalgamation or
re-construction) or if the Tenant being an individual
shall become bankrupt or enter into composition or
arrangement with his creditors or suffer any distress or
execution to be levied on his goods then and in any of
the said cases it shall be lawful for the Landlord at any
time thereafter to enter upon the demised premises or
any part thereof in the name of the whole and
thereupon this demise shall absolutely determined but
without prejudice to any right of action of the Landlord
in respect of any breach of the tenants covenants
hereinbefore contained
(b)

If the demised premises or any part thereof shall at any

time during the tenancy be destroyed or damaged by
fire so as to be unfit for habitation and use and the
policy or policies of insurance effected by the Landlord
shall not have been vitiated or payment of the policy
moneys refused in whole or part in consequence of any
act or default of the tenant the rent hereby reserved or
a fair proportion thereof according to the nature and
extent of the damage sustained shall be suspended
until the demised premises shall again be rendered fit

for habitation and use and any dispute concerning this

clause shall be referred to a single arbitrator in case
the parties can agree upon one and otherwise two
arbitrators one to be appointed by each part and in
either case in accordance with the provisions of the
Arbitration Act of the Laws of Zambia or any statutory
modification or re-enactment thereof for the time being
in force
(c)

If the Tenant shall be desirous of taking a lease of the

demised premises for a further term of three years
from the expiration of the term hereby created and
shall not more than one year nor less than three
months before the expiration of the term hereby
created give to the Landlord notice in writing of such
desire and if the Tenant shall have paid the rent hereby
reserved and shall have performed and observed the
several stipulations herein contained and on the
tenants part to be performed and observed up to the
termination of the term hereby created then the
Landlord will let the demised premises to the Tenant
for the said further term from the expiration of the
term hereby created and subject in all respects to the
same stipulations as are herein contained except that
the monthly rent payable under Clause 1 shall be such
amount agreed by the parties.

(d)

Any notice requiring to be served hereunder shall be in

writing and shall be sufficiently served upon the Tenant
if left addressed to the Tenant on the demised property
or sent to the Tenant at its registered office for the
term being and shall be sufficiently served upon the
Landlord if delivered to the last known address in
Zambia a notice sent by post being deemed to be
delivered at the time when it would be delivered in due
course

IN WITNESS whereof the Landlord has set her hand and seal and
the Tenant has caused its common seal to be hereunto affixed the
day and year first before written

SIGNED SEALED and DELIVERED )

By the Landlord in the presence of:

WITNESS
Name:
Address:
Occupation
THE COMMON SEAL of the Tenant

was hereunto affixed in the

presence of:

DIRECTOR:
SECRETARY:

LEASE

Parties

THIS LEASE made the day of

Hundred and Niney

One Thousand Nine

BETWEEN

having a

place of business at Cairo Road, Lusaka acting through

its authorised representative (hereinafter called the
Landlord) of the one part and the person/persons or
entity

named

in

the

Second

Schedule

hereto

(hereinafter called the Tenant) of the other part.

WITNESSETH as follows
Demise

1. IN consideration of the rents and Tenants covenants

herein contained the Landlord hereby demises unto
the Tenant all those offices and appurtenances
thereto belonging described in the First Schedule
(hereinafter

called

the

demised

premises)

TOGETHER with (but to the exclusion of all other

liberties easements rights and advantages).
(a) The right as far as necessary and as the Landlord
can lawfully grant the same of ingress and egress
from the demised premises in and over and long
all usual entrances landings passenger lifts and
passageways leading thereto in common with the
Landlord and all other so authorised by the
Landlord and all other persons entitled thereto
(but subject to such restrictions outside normal
working hours and days as the Landlord may
reasonably impose).
(b)The right for the Tenant and others authorised by
the Tenant to the use of the toilet facilities in the
building but such user shall be in common with

the Landlord and all other persons entitled

thereto.
(c) The right to free passage and running of water
and soil in and through the sewers drains and
channels made or to be made upon through or
under adjacent premises in the building and to
the

free

uninterrupted

use

of

all

electric

telephone and other pipes wires and cables upon

through or under such rights to be so far as
necessary for the enjoyment of the demised
premises and in common with the Landlord and
all others so authorised by the Landlord and all
other persons entitled thereto.
Exceptions

EXCEPTING AND RESERVING to the Landlord and

any
And

superior landlord and the tenants and occupiers of

other portions of
Reservations

building of which the demised premises form part

and other persons entitled thereto.

(i) the right of free passage and running of water and

soil in and through the sewers drains and channels
made or to be made upon through or under the
demised premises and the free and uninterrupted
use of all gas electric telephone and other pipe wires
and cables upon through or under the same.
(ii)full right and liberty for the Landlord and its
surveyors agents workmen and others at reasonable
times and from time to time upon reasonable notice
(save in case of emergency) to enter into upon the
demised premises and all parts thereof for the
purpose of repairing maintaining altering cleansing
examining or testing the building and all parts
thereof and the said sewers drains channels pipes

wires and cables serving the same and to make all

connections

and

disconnections

which

may

be

necessary in relations thereto and for the purpose of

carrying out any work or doing anything whatsoever
comprised

within

the

Landlords

obligations

hereinafter contained or (whether or not comprised

within the same) for which the Tenant is liable
hereunder to make a contribution and for the
purpose of performing any of the covenants in the
superior leases or doing anything which may be
necessary or desirable to prevent or avoid a
forfeiture thereon PROVIDED that the Landlord
shall make good and damage caused thereby to the
demised premises but shall not be liable to the
Tenant

for

any

inconvenience

or

otherwise

howsoever in relation to any such work carried out

or thing done as aforesaid.
Period

TO HOLD unto the Tenant for the term stated in the

Second Schedule hereto PAYING therefore during the
said term the rent stated in the Second Schedule
hereto to be paid without any deductions in manner
therein stated.

Tenants

2.

THE Tenant for the Tenant and the Tenants

assigns hereby
Covenants

covenants with the Landlord as follows:-

Rent

(a)

To pay the said rents on the days and in

(b)

to pay interest on all rent or other moneys

manner aforesaid
payable hereunder by the Tenant to the
Landlord and remaining unpaid for thirty
days after becoming due at the rate set out
in the Second Schedule hereto.

Electricity

(c)

to pay all charges for electricity and water

at any time
and Water

assessed charged or imposed upon the

demised premises or thereof and when
required by the Landlord so to do

Head Leases

(d)

to observe and perform all the covenants

conditions and obligations contained in the
Lease made between the President of the
one part and the Landlord of the other part
(hereinafter called the Head Lease) other
than the covenant for the repayment of rent
thereby reserved and on the Tenants part
to be performed and observed so far as the
same

relate

to

the

premises

hereby

demised.
Repair

(e)

to

keep

the

interior

of

the

demised

premises including the doors plate glass (if

any) windows and all fixtures in good
tenantable repair and condition kept as
aforesaid in all respects together with all
such articles fixtures fittings and fastenings
as are now or during the said term shall be
affixed fitted and fastened to the demised
premises or any part thereof in good repair
and condition.
Redecoration

(f)

to paint with two coats of paint of a suitable

quality in a workmanlike manner all wood
iron and other parts of the interior of the
demised premises heretofore or usually
painted at the times stated in the Second
Schedule, hereto and after every such
painting to paint with varnish or material
substituted therefore and in general use all

such parts as have previously been so dealt

with
Common Parts

(g)

not to make untidy litter or obstruct the

parts of the Building and things used in
common

with

the

Landlord

and

the

Landlords tenants as hereinbefore set out.

Landlords Entry (h)

to permit the Landlord and the Landlords

duly authorised agents with or without
workmen and other at all reasonable times
to enter upon the demised premises and to
view the condition thereof and thereupon
the Landlord may serve upon the Tenant
notice in writing specifying any repairs or
other works necessary to be done in order
to comply with the tenants obligations
under Clause 2 (c) and (d) hereof and
require the Tenant forthwith to execute the
same and if the Tenant shall not within ten
days

after

the

service

of

such

notice

proceed diligently with the execution of

such repairs or works then to permit the
Landlord

to

enter

upon

the

demised

premises and execute such repairs or works

and the costs thereof shall be a debt due
from the Tenant to the Landlord and the
forthwith recoverable by action.
Other

(i)

to permit the Landlord and the superior

Landlord and all

Entries

others authorised by them at all times to

enter upon the

demised premises (i) to view the condition
thereof

and

take

inventories

of

the

Landlords fixtures and fittings therein (ii)

to do any repairs or make any alterations to

any remaining portion of Building use or
any adjoining property now or hereafter
belonging to the Landlord or (iii) to do any
other works acts or things required or
permitted in pursuance of the provisions of
the Head Leases.
Use

(j)

not to use the demised premises or any part

thereof other than for the uses stated in the
Second Schedule hereto

Alterations

(k)

not to erect any new building on the

demised premises or in the internal layout
thereof without the previous consent in
writing of the Landlord and if the Landlord
shall consent to any alterations or additions
to obtain

at the Tenants

expense all

necessary planning consents and other

consents necessary under the provisions of
any statute rule under regulation or byelaw applicable thereto and to erect such
works in accordance with the conditions
thereof.
Blocking

(l)

not to block up darken or obstruct any of

the windows or

Windows

lights belonging to the demised premises or

to the Landlord.

Residence

(m)

not to reside or permit any person to reside

in any part of the demised premises other
than the flat comprised in the demised
premises or use or permit the same to be
used for sleeping purposes.

Obstruction

(n)

not to obstruct or cause or suffer to be

obstructed the entrance halls staircases

and landings to the demised premises or in

any way block up obstruct or leave any
goods or chattels in the forecourts yards
stairways passages and back entrances of
the Building.
Auction

(o)

not to permit any auction to take place on

the demised premises.

Insurance

(p)

not to do or permit to be done anything

whereby the policies or insurance on the
Building or any adjoining building now or
thereafter

belonging

to

the

Landlord

against loss or damage by fire for the time

being

subsisting

may

become

void

or

voidable or whereby the rate of premium

thereon may be increased and to repay to
the Landlord all sums paid by way of any
increased

premiums

and

all

expenses

incurred by the Landlord in or about any

renewal of such policy or policies rendered
necessary by a breach.
Nuisance

(q)

not to do or suffer to be done anything in or

upon the demised premises of any illegal or
immoral nature or which may be or become
annoyance or damage to the Landlord or
the Tenants or occupiers of the remaining
portion or the Building or any adjoining
premises nor to do or suffer any wilful or
voluntary waste or spoil.

Assignment

(r)

not to assign underlet or part with or share

the possession of or mortgage charge or
otherwise encumber the demised premises
or any part thereof without the previous

consent in writing of the Landlord which

consent shall not be unreasonably withheld.
Yielding Up

(s)

to yield up the demised premises with the

Landlords

fixtures

thereto

at

the

determination of the tenancy in good and

tenantable repair in accordance with the
covenants hereinbefore contained.
Placards, Notices,

(t)

not to exhibit any placard bill notice

or other advertiseEtc.

ment

without

the

previous

consent

in

writing nor make or permit to be made any

disturbance noise or annoyance whatsoever
prejudicial

to

the

premises

or

to

the

comfort of any other occupants of any other

floors of the said premises not to do or
permit to be done any act or thing which
may be or grow to the annoyance damage
or disturbance of the Landlord or the
Landlords tenants or occupiers of any
adjoining premises.
Heavy Loads (u)

not to permit to be brought into the

demised any safe or other article weighing
more than 1524.060 kilograms without the
consent of the Landlord and not to permit
the total aggregate superimposed load on
any floor slab to exceed 1.5KN m2 at any
one

time

and

indemnified

the

to

indemnify

Landlord

and

against

keep
any

breach of this covenant.

Advertisement to let (v)

to

permit

the

Landlord

or

the

Landlords agents or workmen within three

calendar months next before the expiration
or sooner determination of the term hereby

created to enter the demised premises and

to put and place on any part thereof a
notice board or placard and to permit every
person requiring to view the said premises
by order in writing from the Landlord or
the Landlords agents to enter into and
view the same at all reasonable times in the
day time.

Indemnity

(w)

to indemnify and keep indemnified the

Landlord from
of landlord

all costs charges claims suits actions or demands

to which
Tenants Breaches

the Landlord may become liable by

virtue of any breach of the covenants and

conditions herein contained or by virtue of the
occupation

by

the

Tenant

of

the

demised

premises whether such costs charges claims suits

actions or demands arise by virtue of any statute
act bye-laws regulation or otherwise.
Insurance

(x) to insure and keep insured all plate glass (if any)
windows in the premises.

To renew such

insurances when due for renewal and to reinstate

any plate glass broken cracked or damaged.
Compliance with (y)

in all respects to comply with the provisions

of the Factories
Town Planning Municipal Corporation and Public
Health Acts and with any other obligations
imposed by Law in regard to the carrying on of
the profession trade or business for the time
carried on the demised premises.

Costs

(z) to pay to the Landlord all costs charges and

expenses (including Advocates and Surveyors
costs charges and fees) incurred by the Landlord
in any proceedings in respect of this Lease under
Section

14

of

the

Law

of

Property

&

Conveyancing Act 1881 or any re-enactment or

modification thereof.
Landlords

The Landlord hereby covenants with the Tenant

as follows:
Covenants
Repair

(i) to maintain and keep the roof outside walls and

timbers of the
Building and the halls stairways and convenience
intended for the common use of the occupants in
good repair and in a clean proper and sanitary
condition.
Head

(ii)to pay the rent reserved by and to observe the

covenants
Lease

contained in the Head Lease and to keep the

Tenant indemnified against the same and (subject
as hereinbefore mentioned) against all rates and
taxes which now are or may hereafter become
payable in respect of the demised premises.

Production

(iii)

at the request and cost of the Tenant to

produce to the Tenant the Head Lease and to

furnish copiers thereof.
Peaceful

(iv)

that the Tenant paying the rent hereby reserved

and observing

Possession

and

performing

the

several

covenants

and

stipulations herein on its part contained shall

peaceably hold and enjoy the demised premises
during the said term without any interruption by the

Landlord or any person rightfully claiming under or

in trust for it.
Provision

4. PROVIDED ALWAYS AND IT IS HEREBY AGREED as

follows:

non-

(i) If the rent hereby reserved or any part thereof being

unpaid shall

Payment

remain unpaid for fifteen days after becoming

payable

Rent

(whether formally demanded or not) or any covenant

on the Tenants part herein contained shall not be
performed or observed or if the Tenant or any
persons or company in which for the time being the
term hereby created shall be vested shall become
bankrupt or wound up as the case may be then and
in any case the said cases it shall be lawful for the
Landlord at any time thereafter to enter the demised
premises or any part thereof in the name of the
whole and thereupon these demise shall absolutely
determine but without prejudice to any other rights
of the Landlord in respect of any breach of the
covenants on the Tenants part herein contained.

Suspension (ii)In case the demised premises or any part thereof

shall at any time
of Rent

during the said term be so damaged or destroyed by

fire or other risk against which the Landlord shall
have insured as to be unfit for occupation and use
then (unless the insurance money shall be wholly or
partially irrecoverable by reason solely; or in part or
any act or default of the tenant) the rents hereby
reserved or a fair proportion thereof according to
the nature and extent of the damage sustained shall
be suspended until the demised shall again be

rendered fit for occupation and use any dispute with

reference to this proviso shall be referred to the
award of a single arbitrator in the case of the parties
agreeing upon one and otherwise to two arbitrators
one to be appointed by each party and in either case
in accordance with the provisions of the Arbitration
Act Cap 40 of the Laws of Zambia or any statutory
modification thereof for the time being in force
Air Conditioning (iii)

That in case the demised premises have

facilities provided thereof the Tenant may instal

air conditioning units in the premises hereby
agreed to be let at the Tenants own cost and
such units shall be approved in writing by the
Landlord and shall be installed and connected in
such lace and in such manner as the Landlord
shall approve and the Tenant will use any
facilities provided in the construction of the
building

for

the

installation

of

such

air

conditioning units and the Tenant shall be at

liberty to remove such units at the end of the
term hereby created and shall reinstate and the
term hereby created and shall reinstate and make
good any damage caused to the premises by such
installations and removal
Legal

(iv)

The Tenant shall upon the execution pay

and discharge all the

Costs

Landlords legal costs and expenses together with

stamp duty and registration fees in respect of the
preparation and registration of this Lease.

Notices

(v)

Any notice under this Lease shall be in writing

and any notice to the Tenant shall be sufficiently
served if left addressed to the Tenant on the
demised premises and any notice to the Tenant

on the demised premises and any notice to the

Landlord shall be sufficiently served or sent by
registered post to the Registered office of the
Landlord to receive or who has in face on the
Landlords

behalf

received

the

rent

of

the

demised premises
Definitions (iv)

In

these

presents

the

expression

the

Landlord and the Tenant shall where the

context so admits include the persons deriving
title under them and where the expression the
Tenant shall include two or more persons all
covenants on the part of the Tenant shall be
deemed to be made joint and severally.
IN WITNESS whereof the Parties have hereunto set their hands
and seals the day and year first before written.

THE FIRST SCHEDULE

ALL THAT portion of the 3rd Floor of

House on Plot No.

Cairo Road Lusaka in the Lusaka Province of the Republic of

Zambia which for purposes of identification is shown on sketch
plan annexed hereto and thereon bordered red.
THE SECOND SCHEDULE

Name, Description and Address

of Tenant
1st February, 1995

Date of Commencement of Term:

Duration of Commencement of Term:

1 year 3 months

Amount of rent and times and manner

US$2,000.00

month
of payment

Monthly in advance

Use of demised premises

Offices

Redecoration:

At the end of the term

Hereby created

SIGNED SEALED and DELIVERED by

the authorised representative of

In the presence of

WITNESS
Name:
Address:
Occupation:
SIGNED SEALED and DELIVERED by

per

the authorised representative of

In the presence of

WITNESS
Name:
Address:
Occupation:

LEASE
DESCRIPTION OF PROPERTY

1.

THE LANDLORD hereby demises unto the Tenant ALL

THOSE the shop premises with the Building and the
Lavatory (hereinafter called the demised premises)
forming part of Subdivision A of Plot No. 4 Kabwe in the
Central Province of Zambia as the same are for the
purposes of identification more particularly delineated and
described on the Sketch Plan annexed hereto and thereon
bordered red TOGETHER with the right in common with
the Landlord its servants and agents and any person
authorised by the Landlord to have alike right to use the
lavatories at the rear of demised premises TO HOLD to
the Tenant from the First day of November One Thousand
Nine Hundred and Sixty Six for the term of three years
paying therefore during the said term the yearly rent of
One

Thousand

Three

Hundred

and

Twenty

Pounds

(1,320) by equal monthly instalments in advance of One

Hundred and Ten Pounds (110) the first such instalment
payable on the first day of November One Thousand Nine
Hundred and Sixty Six.
2.

THE LANDLORD hereby demised unto the Tenant ALL

THAT portion of stand No. 6972 Lusaka as the same is for
purpose of identification more particularly described on
the

Sketch

Plan

hereto

and

thereon

bordered

red

(hereinafter called the said premises) TO HOLD the

same unto the Tenant from the 1st day of December One
Thousand Nine Hundred and Seventy Two for term of two
years PAYING therefore during the term the yearly rent of

Five Thousand Four Hundred Kwacha (K5,400) payable

two monthly in advance the first payment to be made on
the 1st day of December One Thousand Nine Hundred and
Seventy-two and subsequent payments to be made at two
monthly intervals thereafter.
3.

THE LANDLORD demises unto the Tenant ALL THAT suite

of rooms (hereinafter called the Flat) known as Flat
No.1, situate in the building (hereinafter called the
building)

erected

particularly

upon

described

in

the
the

hereditaments
first

schedule

more
hereto

TOGETHER with the right in common with the landlord

and others having the right to use for the purposes only of
ingress and egress from the flat and roadways now
constructed on the hereditaments described in the first
schedule hereto EXCEPT and RESERVED to the Landlords
and the person or persons for the time being occupying
any other part or parts of the building the free interrupted
use of water and other pipes electric and other wires flues
and drains in through and under the flat and the right of
the Landlord to enter the flat at all reasonable times for
the purpose of inspecting altering adding to or repairing
the same or the buildings or any part thereof TO HOLD
the same unto the Tenant from the First day of June One
Thousand Nine Hundred and Seventy Two for the term of
three (3) years yielding and paying therefore during the
term hereby granted the yearly rent of Two Thousand Two
Hundred

and

Eighty

Kwacha

(K2,280)

free

of

all

deductions to be paid by equal monthly instalments in

advance on the first day of each calendar month in every
year the first of such payments having become due on the
First day of June One Thousand Nine Hundred and
Seventy-Two.

4.

THE LANDLORD hereby demises unto the TENANT ALL

THOSE offices situated on the First Floor of the building
erected upon Plot Number 636 Kabwe formerly occupied
by

Sparrow

and

Sparrow

which

offices

are

more

particularly described on the Sketch Plan hereto annexed

and thereon edged red TOGETHER with the use (in
common with other persons entitled thereto) of the
lavatories and conveniences on the First Floor of the said
building TO HOLD unto the Tenant from the First day of
October 1970 for the term of Three years PAYING
THEREFORE to the Landlord free of all deductions in
advance the monthly rent of K210 payable on the First day
of each and every month.
5.

The Landlord lets and the Tenant takes ALL THAT the flat
known as Flat Number ..(hereinafter called the
Flat) situate on Subdivision

3 of Subdivision B of

Subdivision 2 of Subdivision A of Farm 396a Lusaka

TOGETHER WITH the use in common with the Landlord
and others authorised by it with or without vehicles to
pass or repass over such part of Subdivision 3 of
Subdivision B of Subdivision 2 of Subdivision A of Farm
No. 396a Lusaka as is not included in this agreement for
the purpose of parking private motor cars or cycles or
similar private vehicles EXCEPTING AND RESERVING to
the Landlord and its other tenants and all persons
authorised by the Landlord the free and uninterrupted use
in common with the Tenant of all gas and water pipes
electricity and other wires fuels and drains in through and
under the Flat and the right to build upon or otherwise
use the land adjoining or near to the Flat or to make
additions to or alterations in any buildings or other
erections thereon notwithstanding that such building user
additions or alterations may affect the light and air

coming to the Flat or other rights or privileges heretofore

enjoyed by or in respect thereof TO HOLD the Flat UNTO
the tenant for the term and at the rent stated in the
Schedule hereto to be paid without and deductions in
manner therein stated

RENEWAL OF LEASE

THIS LEASE is made the

day of

Nine Hundred and Seventy BETWEEN

One Thousand
of

Lusaka

(hereinafter called the Landlord) which expression shall where

the context so admits include the person for the time being entitled
to the reversion immediately expectant on the term hereby created
of the one part and

a Company incorporated in Zambia

and having its registered office at Lusaka (hereinafter called the

Tenant which expression shall where the context so admits
include its successors in title) of the other part.
WHEREAS
This Lease is supplemental to a Lease (hereinafter called the
Principal Lease) dated the Four day of February One Thousand
Nine Hundred and Seventy-Five and made between the Landlord of
the one part and the Tenant of the other part whereby the premises
comprised in the Principal Lease being part of the building situate
upon Plot Number 2204 Lusaka were demised to the Tenant for a
term of three years from the First day of June One Thousand Nine
Hundred and Seventy Three at the rent and subject to the Leases
covenants and conditions therein contained.
AND WHEREAS
The Tenant has requested the Landlord to grant a lease to it of the
premises comprised in the Principal Lease for a further term of
Three years from the First day of June One Thousand Nine

Hundred and Seventy-Six on the terms hereinafter expressed

which the Landlord has agreed to do
NOW THIS DEED WITNESSETH
1.

In pursuance of the premises the Landlord hereby demises

unto

the

Tenant

ALL

AND

SINGULAR

the

premises

comprised in and demised by the Principal Lease with the

same exceptions and reservations as are therein expressed
TO HOLD the same unto the Tenant from the First day of
June One Thousand Nine Hundred and Seventy-Six for the
term of three years subject to the payment on the same days
and in like manner of the yearly rent of the same amounts as
that reserved by the Principal Lease (the first payment of
rent under this demise to be made on the First day of June
One Thousand Nine Hundred and Seventy-Six) and subject to
and with the benefit of such and the like Tenants and
Landlords covenants respectively and such and the like
provisos and conditions in all respects (including the proviso
for re-entry) as are contained in the principal lease
2.

The Landlord and the Tenant hereby mutually covenant that

they will respectively perform and observe the covenants
provisos and stipulations in the Lease expressed as fully as if
the same covenants provisions and stipulations had been
herein repeated in full with such modification only necessary
to make them applicable to this demise.

IN WITNESS hereof the Landlord has hereunto set his hand and
seal and the Tenant has hereunto caused its Common Seal to be
affixed the day and year first before written
SIGNED SEALED and DELIVERED by

the said

in the presence of:

THE COMMON SEAL OF

was hereunto affixed in the presence of:

DIRECTOR:
SECRETARY:

DEED OF SURRENDER

THIS DEED OF SURRENDER is made the

day of One

Thousand Nine Hundred and Seventy BETWEEN

Company incorporated in the Republic of Zambia and having its

registered office at Lusaka (hereinafter called The First Tenant)
of the first part and

Company

incorporated

in

the

Republic of Zambia and having its registered office at Lusaka

(hereinafter called The Landlord) of the third part
WHEREAS the Landlord is entitled to the property described in the
Schedule hereto for the residue of the term of years granted by a
Sublease dated the Seventeenth day of September One Thousand
Nine Hundred and Sixty-Nine from the City Council to the Landlord
AND WHEREAS by an Indenture of Lease dated the Third day of
May One Thousand Nine Hundred and Seventy-Nine made between
the Landlord and First Tenant the Landlord demised unto the First
Tenant the Second Floor of the Building erected on the property for
a term of three years from the first day of July One Thousand Nine
Hundred and Seventy-Eight (hereinafter called The First Lease)
AND WHEREAS by an Indenture of Lease dated the Third day of
May One Thousand Nine Hundred and Seventy-Nine between the
Landlord and the Second Tenant the Landlord demised unto the
Second Tenant the Third Floor of the building erected on the
property for a term of three years from First day of July One
Thousand Nine Hundred and Seventy-Eight (hereinafter called
The Second Lease).

AND WHEREAS the Landlord at the request of both the First and
Second Tenants has agreed to accept a surrender of the First and
Second Leases

WITNESSETH that in consideration of the sum of K1.00 each now

paid by the First and Second Tenants respectively
which sum the Landlord hereby acknowledges).
Second

Tenants

as

beneficial

owners

(receipt of

The First and

HEREBY

respectively

SURRENDER and ASSIGN unto the Landlord ALL THOSE the

properties described in the Schedule hereto TO THE INTENT that
the terms thereby granted shall merge and be extinguished AND
the Landlord HEREBY RELEASES the First and Second Tenants
from all claims demands and liability in respect of the said First
and Second Leases.
IN WITNESS whereof the parties hereto have caused their
Common Seals to be hereunto affixed the day and year first before
written
THE SCHEDULE hereinbefore referred to FIRSTLY (Describe
premises let to First Tenant) AND SECONDLY (Describe premises
let to Second Tenant)
THE COMMON SEAL of

Was hereunto affixed in the presence of: )

DIRECTOR:
SECRETARY:

THE COMMON SEAL of

Was hereunto affixed in the presence of: )

DIRECTOR:
SECRETARY:

THE COMMON SEAL of

Was hereunto affixed in the presence of: )

DIRECTOR:
SECRETARY:

DEED OF SURRENDER

THIS DEED OF SURRENDER is made the

day of

One Thousand Nine Hundred and Seventy BETWEEN

a Company incorporated under the Companies Act and
having its registered office at Lusaka in Central Province of the
Republic of Zambia (hereinafter called the Vendor) of the one
part AND THE PRESIDENT OF THE REPUBLIC OF ZAMBIA
(hereinafter called the Reversioner) of the other part
WHEREAS immediately prior to the commencement of the Land
(Conversion Titles) Act 1975 (hereinafter called the Act) the
Vendor was seized of the hereditaments described in the Schedule
hereto for an estate in fee simple subject as hereinafter mentioned
but otherwise free from encumbrances
AND WHEREAS by virtue of Section 5 of the Act the Vendors legal
estate in fee simple converted to as statutory Leasehold as defined
in the Act for a term of One Hundred (100) from the First day of
July

One

Thousand

Nine

Hundred

and

Seventy

Five

AND

WHEREAS the Vendor has agreed to sell the residue of

the unexpired term of the Statutory Lease hereinafter recited
AND WHEREAS the Vendor has agreed TO SURRENDER unto the
Reversioner the unexpired residue of the said term.
NOW THIS DEED WITNESSETH as follows:
In consideration of the Vendor surrendering the Statutory Lease
unto the Reversioner and in consideration of the Sum of Sixty
Thousand Kwacha (K60,000) now paid by the Reversioner to the
Vendor

(the

receipt

of

which

sum

the

Vendor

hereby

acknowledges). The Vendor hereby ASSIGNS AND SURRENDERS

unto the Reversioner the residue of the unexpired term of the

Statutory Lease to the intent that the term of years granted by the
Act shall merge and be extinguished unto the Reversioner
immediately expectant thereon AND the Reversioner covenants
with the Vendor that the Reversioner his hers and assigns will
henceforth

at

all

times

hereafter

save

harmless

and keep

indemnified the Vendor its successors in title and assigns from and
against all suits actions proceedings costs claims expenses and
demand whatsoever on account of any
IN WITNESS whereof the Commissioner of Lands for and on behalf
of the President has hereunto set his hand and seal and the Vendor
has hereunto set its hand and seals the day and year first before
written.
The Schedule hereinbefore referred to:
(Description of Property)
SIGNED SEALED and DELIVERED )
by the Commissioner of Lands

For and on behalf of the President

In the presence of

WITNESS:
Name:
Address:
Occupation:
THE COMMON SEAL of

--------------------------------------

was hereunto affixed in the

presence of:

DIRECTOR:
SECRETARY:

DEED OF POSTPONEMENT

THIS DEED is made the

day of

One Thousand Nine

Hundred and Seventy-Three BETWEEN Zambia Bank Limited a

company incorporated in the Republic of Zambia and having its
registered office at Lusaka (hereinafter called the Second
Mortgagee) of first part and Zambia National Building Society
registered under the Building Societies Act 1968 and having its
chief office at Permanent House P O Box 420 Lusaka aforesaid
(hereinafter called the Society) of the second part and Bo Rower
Lusaka (hereinafter called the Borrower) of the other third part.
WHEREAS
1.

By a Mortgage (hereinafter called the First Mortgage)

dated 27th day of February, 1959 and made between the
Borrower of the one part and First Permanent (1962)
Building Society of the other part the property described in
the Schedule hereto was demised to the First Permanent
(1962) Building Society subject to the proviso for redemption
therein contained on payment of the principal sum of
Seventeen Thousand Kwacha (K17,000.00) with interest as
thereon as therein mentioned.

2.

By a mortgage (hereinafter called the second Mortgage)

dated the 6th day of November 1970 and made between the
Borrower of the one part and Zambia Bank Limited of the
other part the said property was demised to Zambia Bank
Limited subject to the First Mortgage and subject to the
proviso of redemption therein contained on payment of the
principal sum of Ten Thousand Kwacha (K10,000.00) and all
other moneys thereby secured.

3.

By a Deed of Transfer of Engagements dated the 14 th day of

April 1971 and made between First Permanent (1962)
Building Society of the one part and the Society of the other
part all funds properties securities and assets of First
Permanent (1962) Building Society were vested in the
Society.

4.

By a Deed of further charge dated the

day of

1973

(hereinafter called the Further Charge) and made between

the Borrower of the one part and the Society of the other
part the said property was further charged to secure the
payment of the sum of Thirteen Thousand Three Hundred
Kwacha (K13,300).
5.

Prior to the execution of the Further Charge the parties

hereto agreed to execute this Deed to secure the priority of
the Further Charge to the second mortgage.

NOW THIS DEED WITNESSETH as follows:1.

The Second Mortgage hereby agrees that the Second

Mortgage shall be postponed to the Further Charge and that
the Further Charge shall have the same rights of priority
thereto as the First Mortgage has.

2.

The parties hereto agree that nothing herein contained shall

as between the Borrower and the Second Mortgage under
the Second Mortgage which shall remain in full force subject
only to the First Mortgage and the Further Charge and shall
be deemed to relate only to moneys secured by the First
Mortgage and Further Charge and shall not in respect of any
further moneys advanced by the Society be deemed to confer
on the Society any like right of priority over the Second
Mortgage.

IN WITNESS whereof the Common Seals of the Second Mortgage

and the Society have been hereunto affixed and the Borrower has

hereunto set his hand and seal the day and year first before
written.
THE COMMON SEAL of

Zambia Bank Limited was hereunto affixed

In the presence of

DIRECTOR:
SECRETARY:
THE COMMON SEAL of

Zambia National Building Society

Was hereunto affixed in the

Presence of
MEMBERS OF THE
SEALING COMMITTEE
SIGNED SEALED and DELIVERED by

the Borrower in the presence of

Witness:
Name:
Address:
Occupation:

DEED OF RELEASE AND DISCHARGE

THIS AGREEMENT is made the

day of

One Thousand

Nine Hundred and Seventy BETWEEN

body

corporated registered under the Companies Act Cap. 388 and

having its registered office at Lusaka (hereinafter called the
Guarantor) of the first part and Zambia National Building Society
incorporated in Zambia and having its registered office at
Permanent House Lusaka (hereinafter called the Society) of the
Second part and

a Company incorporated in Zambia and

having its registered office at Lusaka (hereinafter called the

contractor) of the third part.
WHEREAS
1.

This agreement is supplemental to a Deed of Guarantee

(hereinafter called the Principal Agreement) dated the 9 th day
of October One Thousand Nine Hundred and Seventy Five
and made between the Guarantor of the one part and the
Society of the other part.

2.

The said Guarantor desires to be released and discharged

from the further performance of the Principal Agreement and
the Society has agreed to release and discharge the
Guarantor

upon

the

terms

that

the

Contractor

shall

undertake to perform the Principal Agreement and to be

bound by the terms thereof.
NOW IT IS HEREBY AGREED as follows:
1.

The Contractor undertakes to perform the Principal

Agreement (so far as it is not performed) as from the date
thereof and to be bound by the terms thereof in all respect

as if the said Contractor had been a part to the Principal

Agreement in place of the Guarantor.
2.

The Society hereby agrees to release and discharge the

Guarantor

from

the

performance

of

the

Principal

Agreement and all claims and demands whatsoever in

respect

thereof

and

to

accept

the

liability

of

the

Contractor to perform the Principal Agreement in lieu of

the Liability of the Guarantor and Agrees to be bound by
the terms of the Principal Agreement in every way as if
the

Contractor

had

been

named

in

the

Principal

Agreement as a party thereto in place of the Guarantor.

IN

WITNESS

whereof

the

Guarantor,

the

Society

and

the

Contractor have caused the Common Seals to be hereunto affixed

the day year first before written.
THE COMMON SEAL of

was hereunto affixed

in the presence of:

DIRECTOR:
SECRETARY:

THE COMMON SEAL of

ZAMBIA NATIONAL BUILDING SOCIETY

was hereunto affixed

in the presence of:

MEMBERS AND THE

SEALING COMMITTEE

THE COMMON SEAL of

was hereunto affixed

in the presence of:

DIRECTOR:
SECRETARY:

DEED OF VARIATION

THIS DEED is made the

day of

One Thousand

Nine Hundred and Seventy BETWEEN THE PRESIDENT OF

ZAMBIA (hereinafter called the President which expression
where the context so admits includes his heirs and successors) of
the one part and

and

both

of

Lusaka

(hereinafter called the Lessees which expression where the

context so admits incudes the Lessees successors in title) of the
other part.

WHEREAS these presents are supplemental to a Lease dated the

Eighth day of June One Thousand Nine Hundred and Fifty Four and
made between Her Majesty of the one Part and the Lessees of the
other part whereby ALL THAT piece of land in extent 0.340 of an
acre more or less being plot number 1696 situate in Lusaka in the
Central

Province which

piece of land is

more particularly

delineated and described on Diagram No. 447 of 1953 attached to

the said Lease was demised unto the Lessees for the term of ninety
nine years from the first day of October One Thousand Nine
Hundred and Fifty-Two.

AND WHEREAS by clause 2(12) of the said lease the Lessees

covenanted not to utilise or permit to be utilised any building or
part thereof to be erected on the said piece of land or any part
thereof for the prosecution of any business other than painters or
sign writers.

AND WHEREAS it has been agreed by the President that clause

2(12) and Clause 6 of the said Lease should be varied as
hereinafter provided.
NOW THIS DEED WITNESSETH and it is hereby agreed as follows:
1.

That with effect from the date hereof the said Lease be
varied by the substitution for clause 2(12) of the following
new clause. Not to use or permit to be used the premises for
any purpose other than those that may be permitted from
time to time under the development plan for the City of
Lusaka approved under the Town and Country Planning Act
or any Regulation made thereunder.

2.

Save as aforesaid the said Lease is hereby confirmed and

shall henceforth take effect as if the variation thereof
hereinbefore contained had originally been contained in the
Lease.

IN WITNESS whereof The Commissioner of Lands for and on

behalf of the President has hereunto set his hand and seal the day
and year first before written.

SIGNED SEALED and DELIVERED )

by

in the presence of for and

on behalf of the President

WITNESS
Name:
Address:
Occupation:

DEED OF RELEASE

THIS RELEASE is made the

day of

Nine Hundred and Ninety BETWEEN

One Thousand
of

Lusaka

in

the

Republic of Zambia (hereinafter called the Grantor) of the one

part and

also of Lusaka aforesaid (hereinafter called the

Donee) of the other part.

WHEREAS
1.

By an Indenture of Lease (hereinafter called the Lease)

dated the 1st day of May One Thousand Nine Hundred and
Ninety and made between the President of the Republic of
Zambia of the one part and the Grantor and the Donee of the
other part ALL that property described in the Schedule
hereto was demised to the Grantor and the Donee as joint
tenants for the term of 99 years from the 1 st day of April One
Thousand Nine Hundred and Ninety SUBJECT to the
payment of the yearly rent of K100-00 and the performance
and observance of the covenants on the part of the Lessees
and the conditions by and in the Leases reserved and
contained.

2.

The Donee is the wife of the Grantor.

3.

The Grantor is desirous of releasing his estate and interest in

the said property described in the Schedule hereto to the
Donee.

NOW THIS INDENTURE WITNESSETH

1.

In consideration of his natural love and affection of the Donee

the Grantor HEREBY RELEASES and ASSIGNS unto the
Donee ALL THAT the estate and interest of the Grantor in
property described in the Schedule TOGETHER WITH all
buildings erected thereon TO HOLD the same unto the Donee
for all the residue of the said term of years created by the
Lease and subject henceforth to the payment of the said rent
and to the observance and performance of the covenants on
the Lessees part and conditions contained in the Lease.

2.

The Donee hereby covenants with the Grantor that the Donee
and her assigns will at all times henceforth duly pay all such
rent becoming due and observe and perform the said
covenants and conditions on the part of the lessee to be
observed and performed and also will at all times henceforth
save harmless and keep indemnified the Grantor from and
against all proceedings costs claims and expenses on account

of any omission to pay the said rent or any breach of the said
covenants and conditions.

IN WITNESS whereof the Grantor and Donee have set their hands
and Seals the day and year first before written.

THE SCHEDULE hereinbefore referred to ALL THAT piece of land

in extent more or less being situate in the Lusaka Province of
Zambia which piece of land is more particularly delineated and
described on Diagrams No---- of 19 annexed to the Certificate of
Title relating to the said land EXCEPT and RESERVED all minerals
oils and precious stones whatsoever upon or under the said land.

SIGNED SEALED AND DELIVERED

by

In the presence of

WITNESS
Name:
Address:
Occupation:

SIGNED SEALED AND DELIVERED

by
In the presence of
WITNESS

)
)

Name:
Address:
Occupation:

DEED OF RETIFICATION

A DEED made the

Day of

Hundred and Seventy

BETWEEN

One Thousand Nine

of Lusaka in

the Republic of Zambia (hereafter called the Borrower for the one
part and Zambia National Building Society registered under the
Building Socieites Act 1968 and having its Chief Office at
Permanent House P O Box 420 Lusaka (hereinafter called the
Society) of the other part
WHEREAS this Deed is supplemental to a Deed (hereinafter called
the Mortgage) dated the Eleventh day of January One Thousand
Nine Hundred and Seventy Seven and made between the same
persons as are parties to this Deed and in the order.
AND WHEREAS the parties hereto have agreed that the Mortgage
does not accurately describe the property mortgaged and are
desirous of rectifying the mortgage in manner herein appearing.
NOW THIS DEED WITNESSETH as follows:1.

The description of the mortgage property is to read ALL

THAT piece of land in extent three hundred and eight-seven
(387) square metres more less being Stand Number 7570 (a
subdivision of Stand number 7443) in the City of Lusaka
which piece of land is more particularly delineated and
described on Diagram number 469 of 1974
annexed to Certificate of Title EXCEPT AND RESERVED all
minerals oils and precious stones whatsoever upon or under
the said land SUBJECT to all statutory restrictions imposed
or to be imposed thereof INSTEAD of all that piece of land in
extent Three Hundred and Eight Seven (387) square metres

more or less being Stand Number 7507 in the City of Lusaka

which piece of land is more particularly delineated and
described on diagram number 469 of 1974 annexed to the
Certificate of Title issued in respect of the piece of land
except and deserved all minerals and oils and precious stones
whatsoever upon or under the said land SUBJECT to all
statutory restriction imposed or to be imposed in respect
thereof.
2.

As varied as aforesaid the Mortgage and other clauses

thereof shall continue to have effect and binding to the
respective parties hereto.

IN WITNESS whereof the Borrower has hereunto set his hand and
seal and the Society has hereunto caused its Common Seal to be
affixed the day and year before written.
SIGNED SEALED and DELIVERED )
By the said in the presence of

WITNESS:
Name:
Address:
Occupation:
THE COMMON SEAL of Zambia

National Building Society was

Hereunto affixed in the presence of

)
MEMBERS OF THE
SEALING COMMITTEE

THE LANDS AND DEEDS REGISTRY ACT

SECTION 43
APPLICATION FOR A SEPARATE CERTIFICATE OF TITLE

TO:

THE REGISTRAR OF DEEDS

LUSAKA

WE, HEREBY apply for a separate Certificate of Title in favour of

who is tenant or lessee in respect of ALL THAT piece of
land in extent 4112 square metres more or less being subdivision A
of subdivision 20 of Farm 411a, Roma situate near Lusaka in the
Lusaka Province of Zambia which piece of land is particularly
delineated and described on Diagram No. 1278 of 1974 for the
residue now unexpired of the term of 100 years from 1 st day of July
1975 created by the Land (Conversion of Title) Act 1975.
The said piece of land is SUBJECT to the exceptions reservations
restrictive covenants and conditions contained or referred to in and
Indenture of Conveyance dated the Nineth day of June One
Thousand Nine Hundred and Fifty and made between Elisabetta
Bettin Marrapodi of the one part and John Tembo of the other part
so far as the same are still subsisting and affect the said land AND
SUBJECT

also

to

the

restrictive

covenants

and

conditions

contained in and Indenture of Conveyance dated the Twenty-Fourth

day of February One Thousand Nine Hundred and Fifty-six made
between Willem Steimberg Pretorious Erlank of the one part and
Gerald William Devonish Beaman of the other part AND SUBJECT
ALSO to the Mortgage to First Permanent (1962) Building Society
to secure K2,925 and interest and dated the Third day of
September One Thousand Nine Hundred and Sixty Five AND

SUBJECT ALSO to further Charge to Zambia National Building

Society to secure K4,875 and interest dated the Eighth day of July
One Thousand Nine Hundred and Seventy-one.

WE DECLARE that to the best of our knowledge information and

belief the above statement is true.
WE SEND herewith the Certificate of Title No. 13181 and Diagram
No. 1278 of 1974 in duplicate.
Dated at Lusaka this

day of

1975.

ED VOCATE AND PARTNERS

JUSTICE CHAMBERS
LUSAKA

NOTICE TO COMPLETE

WE,

as Advocates for and on behalf of SKIN

MABONZO LIMITED of Chester House, Cairo Road, Lusaka in the

Republic of Zambia hereby give you notice as follows:1.

The said SKIN MABONZO LIMITED are willing and ready to

complete the sale by them to you of the property known as
Plot Number 6543 situate at Lusaka in the Lusaka Province
of Zambia contracted to be purchased by you by an
Agreement dated the 1st day of April 1976 and made between
the said SKIN MABONZO LIMITED of the one part and
yourself of the other part in accordance with the terms of the
said Agreement.

2.

If you fail to comply with this notice within fourteen (14) days
of the date hereof the said SKIN MABONZO LIMITED will
either rescind the contract or seek specific performance in
accordance with the provisions of the said agreement and
will claim from you any loss occasioned by your failure to
complete and all losses damages and expenses incurred by
them by reason of your delay or default in performing the
said Agreement.

DATED at LUSAKA the

day of

1977.
ED VOCATE AND PARTNERS

WOODGATE HOUSE EXT.

NAIROBI PLACE
LUSAKA
P O BOX 552
NDOLA
ASSENT

I, JANE NJOVU of Itawa, Ndola the personal representative of JACK

MKANGO late of Itawa Ndola who died on the 21 st day of February,
One Thousand Nine Hundred and Eighty Two intestate and letter of
administration to his estate were granted to me on the 6 th day of
February, One Thousand Nine Hundred and Ninety Two out of the
Probate Registry of the High Court for Zambia.
Do this

Day of

1992 hereby:
1.

As personal representative assent to the vesting in JOHN

MKANGO of Itawa Ndola of ALL THAT piece of land in extent
Twenty Two Thousand Square fee more or less being Stand
Number 3728 Ndola situate at Itawa in the City of Ndola in
the Copperbelt Province of Zambia which piece of land is
more particularly delineated and described on Diagram
Number

449

of

1986

hereto

annexed

EXCEPT

and

RESERVED all minerals oils and precious stones whatsoever

upon or under the said land for all the estate and interest of
the said JACK MKANGO at the time of his death.

2.

Declare that I have not previously hereto given or made any

assent or assignment in respect of any legal estate in the
premises or any part thereof

IN WITNESS whereof I have hereunto set my hand and seal the

day and year first before written.
SIGNED SEALED and DELIVERED )
by the said JANE NJOVU

in the presence of:

WITNESS:
Name:
Address:
Occupation: