Relating to:
A CASH OFFER OF ZWL8.00 PER SHARE BY ZB FINANCIAL HOLDINGS LIMITED
This notice is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued to provide information relating to the offer to Mashonaland Holdings Limited minority shareholders by ZB Financial Holdings Limited. If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors. If you no longer hold any shares in Mashonaland Holdings Limited at the date of opening of the offer to minorities, please do share this notice and offer form with the stockbroker, bank, or other agent through whom the sale of your shareholding in Mash Holdings Limited shares was executed.
Date of issue of this document: 20 December 2022
1 THE PROPOSED OFFER
ZB Financial Holdings Limited (“ZBFH”) reached a control block in Mashonaland Holdings Limited (“Mash”) following the cancelation of 171,489,938 ordinary shares that were acquired under the share buyback scheme constituting 9.20% of Mash and subsequent share purchases that ZBFH has been undertaking. The share cancellation exercise approved on the 23 rd of June 2022 and the subsequent share purchases by the group increased ZBFH’s shareholding to 40.59% held directly and indirectly in Mash which necessitates an offer to minorities.
In line with the provisions of the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, SI 134 of 2019, and the Companies and Other Business Entities Act, Chapter 24:31, ZBFH remains obliged to make a mandatory offer to the minority shareholders of Mash. The purpose of this notice is therefore to provide Mash minority shareholders with details relating to ZBFH’s offer. A notice to this effect was published on 15 November 2022 advising Mash minority shareholders of the acquisition.
1.1 Terms and Conditions of the Transaction
1.1.1 The Offer
ZBFH’s is making a cash offer of ZWL8.00 per share held by Mash minority shareholders. Mash minority shareholders who accept the mandatory offer by the closing date shall receive ZWL8.00 for every Mash share disposed of in line with the outlined terms below. The mandatory Offer opens for acceptance at 10:00 hours on Wednesday, 21 December 2022 and will close at 1600 hours on Friday, 27 January 2023 (“the Closing Date”). This date may be subject to change and any such change will be published in the Zimbabwe national press.
1.1.1.1 Terms of the Offer
Shareholders holding their own physical share certificates or dematerialized shares held on the CSD who wish to accept the mandatory offer should complete the Form of Acceptance, Surrender and Transfer, herein contained in accordance with the instructions provided. The Form of Acceptance, Surrender and Transfer must be forwarded, with the relevant share certificate/s enclosed or CSD account number, to the Transfer Secretary Registered Offices at No. 21 Natal Road, Avondale, Harare, Zimbabwe by Friday, 27 January 2023. Non-resident shareholders as well as shareholders whose shares are held as nominee accounts for the participant, who wish to accept the mandatory offer should complete the Form of Acceptance, Surrender and Transfer in accordance with the instructions provided.
Shareholders should note the offer consideration will be credited to offer participants’ bank account or to the authorized dealer in the case where the shares surrendered in the terms hereof are held by such dealer as nominee for the participant. For both local and nonresident holders, payment will be in local currency (ZWL).
1.1.1.2 Conditions to the Offer
ZBFH shall not be accountable for any loss occurring from the provision of incomplete or inaccurate details by any shareholder. It is the Shareholder’s responsibility to ensure that all information supplied is accurate, clear, and legible.
Any Shareholders with challenges regarding the required details are encouraged to engage the Transfer Secretaries before/on the closing date of the offer for consideration.
2 IMPORTANT DATES OF THE PROPOSED TRANSACTION
| Event | Date |
|---|---|
| Publication of Notice | Tuesday, 20 December 2022 |
| Offer Opens (10:00 hours) | Wednesday, 21 December 2022 |
| Last day to trade to participate in the mandatory offer | Friday, 20 January 2023 |
| Shares trade ex-mandatory offer entitlement | Monday, 22 January 2023 |
| Offer Closes (1600 hours) | Friday, 27 January 2023 |
| Release/publication of the mandatory offer results | Wednesday, 1 February 2023 |
The above dates may be subject to change and any such change will be published in the Zimbabwean national press. All times indicated above and elsewhere in the circular are Zimbabwean local time.
The ZSE will maintain trading in Mashonaland Holdings Limited shares whilst the offer is open.
3 DETAILS OF MAJOR SHAREHOLDER
3.1 ZB Financial Holdings (Pvt) Limited
ZB Financial Holdings Limited is a Zimbabwe Stock Exchange listed financial services group, holding companies providing commercial banking, merchant banking and other financial services since 1951. The Group was incorporated in 1989, under the Companies and Other Business Entities Act (Chapter 24:31).
The Directors of ZB Financial Holdings (Pvt) Limited are as follows:
| Board Member | Designation | Executive/Non-Executive |
|---|---|---|
| Mrs. Pamela Chiromo | Chairman | Non-Executive |
| Mr. Jacob Mutevedzi | Director | Non-Executive |
| Mrs. Agnes Makamure | Director | Non-Executive |
| Ms. Thenjiwe Sibanda | Director | Non-Executive |
| Mr. Shepherd T. Fungura | Group Chief Executive | Executive |
| Mr. Peter M. V. Wood | Director | Non-Executive |
| Mr. Luxon Zembe | Director | Non-Executive |
| Mr. Samuelle Dimairho | Director | Non-Executive |
| Mrs. Emmah N. Mungoni | Group Finance Director | Executive |
The Company’s contact details are as follows:
| Name of Company | ZB Financial Holdings Limited |
| Nature of Business | Financial Services |
| Contact Details | No. 21 Natal Road, Avondale, Harare |
| Website | www.zb.co.zw |
| Telephone Number | +263 867 700 2001, |
| +263 242 304 044/45/46/49 | |
| help@zb.co.zw |
3.2 Intentions for Mashonaland Holdings Limited
3.2.1 ZBFH intends to maintain the ZSE listing of the Company subject to meeting all the ZSE Listings Requirements.
3.2.2 ZBFH intends to support the business in developing its land banks as well as repurposing some properties in line with the real estate market trends to enhance Mash’s competitiveness.
3.2.3 ZBFH intends to regain control of the company and influence its strategic direction to unlock trapped value, and in the process unleash the latent potential of its underwriting businesses.
4 ASSOCIATES TO ZB FINANCIAL HOLDINGS LIMITED
ZB Financial Holdings Limited and its Associates reached a control block in Mash following the cancelation of 171,489,938 ordinary shares that were acquired under the share buyback scheme constituting 9.20% of Mash and subsequent share purchases that ZBFH has been undertaking.
The share cancellation exercise approved on the 23rd of June and the subsequent share purchases by the Group increased ZBFH’s shareholding to 40.59% held directly and indirectly. The following table presents ZBFH and its Associates’ shareholding in Mash as at 16 December 2022.
| Name of Client in the Register | No. of Shares Held | % Holding |
|---|---|---|
| ZB Life Assurance Limited | 470,048,820 | 27.85% |
| ZB Financial Holdings Limited | 88,119,535 | 5.22% |
| ZB Financial Holdings Limited – AWM | 82,971,622 | 4.92% |
| ZB Financial Holdings Group Pension Fund | 43,919,172 | 2.60% |
| Total | 685,059,149 | 40.59% |
For and on behalf of ZB Financial Holdings Ltd
Pamela Chiromo
Chairman
20 December 2022
PDF Download
ZB Financial Holdings Limited – Notice to Mashonaland Holdings Limited minority shareholders.pdf
