daniel chigunwe
Business Writer
The Zimbabwe Stock Exchange (ZSE) Limited says regulatory processes to the company’s scheme of reconstruction will, among other things, see the group self-listing on its main board maybe delayed by the need to effect certain amendments to S.I. 147 of 2024 (self-listing rules for exchanges) to facilitate the listing.
The Zimbabwe Stock Exchange Holdings Limited (ZSE Holdings), a newly incorporated entity, is in the process of consummating a scheme of reconstruction that involves share splits and an employer share option plan to facilitate the listing of ZSE Holdings.
The group will also make a buyout offer to shareholders of the ZSE.
However, in a transaction update, the ZSE said the process of obtaining regulatory approvals inter alia from the Zimbabwe Revenue Authority (ZIMRA) in respect of the scheme of reconstruction and the Securities and Exchange Commission of Zimbabwe (SECZim) in terms of the Self-Listing Rules (S.I147 of 2024) and registration of the Special Resolutions passed by members and ancillary statutory returns and updates are all in progress.
“While it is anticipated that these approvals will be obtained in due course, delays may be occasioned by the need to effect certain amendments to S.I. 147 of 2024 to facilitate the listing of ZSEH Lt on the ZSE Main Board,” reads the update.
“Shareholders will therefore be provided with regular updates of progress as regards the fulfilment of the condition’s precedent prior to the release of the pre-listing statement, and shareholders are therefore advised to exercise caution in dealing with their shares,” the update reads further.
At an extra-ordinary general meeting held on October 9, 2024, the shareholders unanimously agreed the transaction.
They will be settled pari passu and at an exchange ratio of “1” ZSE Limited Ordinary Share for “1” ZSE Holdings Ordinary Share.
The development will significantly alter the corporate structure and governance of both entities.
In an earlier circular to shareholders, the primary goal of the transaction is to streamline operations, improve liquidity, and unlock shareholder value through the creation of a more robust corporate entity.
The ZSE is a local currency stock market, while its unit VFEX trades in US dollars.
According to the consolidated circular of the scheme of reconstruction, after the transaction, the shareholders of ZSE Limited will receive the entire issued ordinary shares of ZSE Holdings.
“The purpose of incorporating ZSE Holdings Limited was to create a listable holding company that would control a collapsed existing structure of ZSE Limited,” the circular notes, adding that this reorganisation will enable a smooth transfer of shareholding from ZSE Limited and VFEX to ZSE Holdings.
The operations of both the ZSE and VFEX will remain independent due to separate securities exchange licenses.
The two entities will operate under ZSE Holdings, facilitating the introduction of new products and services while maintaining regulatory compliance.
Bongani Ndlovu