US dollar chase, expansion in focus as TSL eyes VFEX move

TSL Limited is seeking shareholder approval to voluntarily terminate its listing on the Zimbabwe Stock Exchange (ZSE) and relist the business on the Victoria Falls Stock Exchange (VFEX) to unlock long-term shareholder value, improve access to foreign currency capital and accelerate regional expansion.

According to a circular issued to shareholders, the proposed transaction involves the delisting of TSL from the ZSE, followed by a listing on the VFEX by way of introduction.

The board said the proposed migration is part of a broader strategy to position the group on a United States dollar-denominated exchange that offers a more stable operating and investment environment.

“The VFEX presents the company with a platform on which to raise foreign currency from both local and international investors through the issuance of equity instruments to fund its projects, which require patient capital and to support the regional business in the event of a capital call,” the company said in the circular.

TSL noted that the VFEX’s liberalised exchange control framework would likely attract both foreign and domestic investors by allowing easier repatriation of capital and dividends, while enabling local investors to retain proceeds from share sales and dividend payments in foreign currency.

The company also said the migration would provide shareholders with a potential hedge against local currency volatility.

“TSL shareholders will realise value in a stable US dollar currency on their holdings compared to the volatile ZWG on the ZSE,” the company said.

Analysts say several companies have increasingly viewed the VFEX as an attractive alternative listing platform due to its US dollar trading environment and investor-friendly incentives aimed at deepening capital markets participation.

TSL believes the move could also improve the company’s valuation transparency by providing what it described as a market-determined US dollar valuation of the business.

The company said such a valuation would serve as an independent benchmark of its equity value and allow shareholders to assess the group’s performance against a stable and internationally comparable currency base.

“Given that the group’s revenues are predominantly denominated in US dollars, the ability to value the company in US dollar terms is expected to provide a more faithful representation of the underlying earnings capacity of the business and the economic value attributable to shareholders,” the circular reads.

The board further highlighted lower transaction costs on the VFEX as another key advantage for investors.
According to TSL, trading costs on the VFEX are approximately 2,32 percent compared to about 4,15 percent on the ZSE, allowing shareholders to retain more value from transactions.

The company also cited tax incentives available on the VFEX, including zero capital gains tax on disposals of listed securities and reduced withholding tax on dividends for foreign investors.

“There is no capital gains tax on share disposals on the VFEX, while on the ZSE capital gains withholding tax on share disposals is 1 percent,” TSL said.

Foreign investors on the VFEX are also subject to a dividend withholding tax of 5 percent compared to 10 percent on the ZSE.

TSL said the proposed migration is also expected to enhance the company’s visibility and profile among international investors and institutional capital providers.

“A VFEX listing will position the Company on a US dollar-denominated exchange that is specifically designed to attract foreign investment,” the company said.

The board added that the move would broaden the company’s investor base, improve marketability among global stakeholders and strengthen its overall capital markets positioning.

The company also cited improving liquidity conditions on the VFEX as an additional benefit to shareholders.

TSL noted that the growth in the number of counters listed on the exchange, combined with the multi-currency trading framework, has contributed to increased market activity and improved liquidity.

This, the company said, is expected to improve ease of entry and exit for shareholders while enhancing price discovery in a US dollar trading environment.

The proposed transaction remains subject to shareholder approval and regulatory processes.

According to the timetable released by the company, the last day of trading of TSL shares on the ZSE is expected to be Wednesday, June 24, 2026, with termination of the ZSE listing scheduled for Friday, June 26, 2026.

The company expects to list on the VFEX on Monday, June 29, 2026, with trading anticipated to commence on Tuesday, June 30, 2026.