Online Reporter
Michael Tome
Business Reporter
TRANSVAAL Africa has explained why it did not proceed to pay the US$30 million required to acquire the 418-hectare Arlington Estate from PPC Zimbabwe, as agreed, citing several factors that raised legal uncertainty over the legal status of the property.
This resulted in the missed payment deadline, leading to the subsequent collapse of the transaction, as announced by cement maker PPC Zimbabwe.
Transvaal Africa said it elected not to pay the asking price for the property due to regulatory issues and the Government’s plans for public infrastructure developments on the property.
The clarification follows PPC Zimbabwe’s revelation that the land sale agreement had lapsed after the purchaser (Transvaal Africa) failed to meet the final payment deadline of June 30, 2026, resulting in the termination of the agreement.
PPC Zimbabwe stated that the disposal of the Arlington Estate failed after the payment deadline had lapsed, leaving the cement producer in control of the strategically located land bank while reserving the right to sell it to other interested parties.
“Shareholders are advised that payment by the Purchaser of the Disposal Consideration did not occur by 30 June 2026 and, accordingly, the Disposal Agreement has lapsed.
“The Arlington Property remains a non-core asset and any other purchase offers PPCZ may receive will be considered on their merits,” said PPC in an update.
However, in a statement, Transvaal Africa said it had entered into the transaction in good faith and remained committed to completing the deal.
However, it said a series of unforeseen developments emerged after the agreement was concluded, making it commercially and legally impractical to proceed under the original terms.
The company said the first challenge arose when a Nyika Vanhu Housing Cooperative instituted legal proceedings against PPC Zimbabwe over ownership of the property.
Although Transvaal Africa was not a party to the litigation, it noted that the court proceedings delayed completion of the transaction while ownership issues were being addressed.
The situation was further complicated after the Ministry of Transport and Infrastructure Development reportedly notified PPC Zimbabwe of the Government’s intention to acquire part of the land for the construction of the Airport Express Road Interchange and the widening of the Airport Express Road to Manyame.
According to Transvaal Africa, the Government subsequently gazetted land within the airport’s Red Zone for the planned expansion of the Robert Gabriel Mugabe International Airport, with the majority of the Arlington property falling within the designated area.
The company added that the Airports Company of Zimbabwe later indicated that the airport’s proposed secondary runway would cover about 75 percent of the land that formed part of the transaction.
Transvaal Africa argued that these developments fundamentally changed both the property and the legal framework governing the transaction.
It also indicated that it is already working with the Airports Company of Zimbabwe through a special purpose vehicle established to develop the Robert Gabriel Mugabe International Airport Cargo Village, which includes a modern cargo terminal and the proposed secondary runway.
Following its assessment, the company concluded that it could not proceed with the acquisition under the original agreement.
Transvaal Africa chief executive officer, Mr Patson Moyo, said the company remained committed to the transaction but had a responsibility to reassess projects whenever material legal or commercial changes arise.
“Every investment decision we make is guided by commercial discipline, sound governance and long-term value creation. When the legal and commercial framework of a project changes materially, we have a responsibility to reassess that investment in the best interests of our investors, partners and stakeholders. Our commitment to Zimbabwe and to investing responsibly in its future remains as strong as ever,” said Moyo.
The company stressed that its decision should not be interpreted as evidence of financial constraints or an inability to honour contractual obligations.
Instead, it said responsible investment requires continuous evaluation of legal, regulatory and commercial developments, adding that it remains financially sound and continues to assess significant investment opportunities that satisfy its commercial, governance and regulatory requirements.
