Online Reporter
By Business Correspondent
The Competition and Tariff Commission’s recent notice to the investing public, reminding stockbrokers, corporate advisers and investors that share acquisitions on the Zimbabwe Stock Exchange and the Victoria Falls Stock Exchange remain subject to compulsory merger notification, has drawn attention to a question that Zimbabwe’s capital markets have not had to confront at scale before: how competition law, designed principally with private company mergers in mind, applies to ordinary trading activity on a public exchange.
What the notice says
The Commission’s notice is straightforward in its legal basis. Under Section 34A of the Competition Act [Chapter 14:28], any acquisition that confers a controlling interest is notifiable where the combined turnover or asset value of the parties meets or exceeds the prescribed threshold, currently US$1.2 million under the Competition (Notification of Mergers) (Amendment) Regulations, 2022, Statutory Instrument 55 of 2022. The Commission has been clear that a controlling interest is not determined solely by shareholding percentage; the Act defines it broadly as any interest enabling “any control whatsoever” over an undertaking, meaning each case is assessed on its own facts. Implementation of a notifiable acquisition may only proceed once the Commission has granted approval, and failure to notify can result in a transaction being unwound and penalties of up to 10 percent of the parties’ annual turnover.
The notice arrives against the backdrop of heightened investor interest in Dairibord Holdings Limited, which is currently trading under a cautionary following a joint notice from three of its major shareholders, Equivest Asset Management, Mega Market and Mutare Mart & Exchange, advising that they had entered negotiations with an unnamed third party over a potential acquisition of a controlling block of shares. No transaction has yet been confirmed to the market.
Where the debate now turns is on calibration. The US$1.2 million threshold was last adjusted in 2022, at a time when the combined market capitalisation of the ZSE and VFEX was considerably smaller than it is today. With the two bourses now together valued at close to US$7.86 billion, a growing number of market participants and advisers have pointed out that a US$1.2 million floor captures a very large share of listed-company transactions almost by default, since most counters on either exchange individually exceed that value many times over.
This is not a uniquely Zimbabwean challenge. South Africa’s Competition Commission revised its own merger notification thresholds with effect from 1 May 2026, raising the combined asset and turnover floor from R600 million to R1 billion. The rationale given by the Department of Trade, Industry and Competition was that the previous thresholds, last set in 2017, had not kept pace with inflation and market growth, resulting in a rising number of transactions being caught by mandatory notification despite presenting no genuine competition concern. South Africa’s regime also classifies mergers into small, intermediate and large categories, with small mergers generally exempt from mandatory filing, giving its Competition Commission discretion to call in only those transactions it has reason to scrutinise.
Zimbabwe’s Competition Act does not currently draw that same distinction, applying a single threshold uniformly. The long-anticipated Competition Amendment Bill, which is expected to overhaul the 1996 Act, offers a natural opportunity to consider whether a tiered approach, or a periodically adjusted threshold benchmarked to market growth, would allow the Commission to focus its resources on transactions genuinely likely to raise competition concerns.
Two institutions, one shared interest
The CTC and the Zimbabwe Stock Exchange are due to meet in the coming days, a session expected to address how merger notification requirements interact with everyday trading activity on the exchange. Both institutions have a shared interest in the outcome: the CTC in ensuring that transactions capable of conferring market control receive proper scrutiny, and the ZSE in ensuring that Zimbabwe’s capital markets remain attractive, liquid and predictable for the institutional and retail investors it depends on. Neither objective is well served by ambiguity over where routine portfolio activity ends and a notifiable acquisition of control begins.
For investors and listed companies, the practical guidance from the Commission’s notice remains sound in the interim: where there is uncertainty about whether a particular acquisition, including one executed through an asset manager or investment vehicle, may confer a controlling interest, engaging the Commission ahead of time remains the safest course. The coming engagement between the CTC and the ZSE may go some way towards giving the market clearer, more predictable guidance on that boundary going forward.
