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The two firms’ shareholders approved the takeover of the balance of TPHL’s issued share capital at extraordinary and scheme-of-arrangement meetings held this week, respectively.
“TPH shareholders present at the scheme meeting approved, without modification, the Scheme of Arrangement, which proposes that the company shall become a wholly-owned subsidiary of Zimplow Holdings Limited,” TPHL said in a statement to shareholders.
The engine tractive implements maker added that TPHL shareholders would, in return for their shareholding in the company, receive either shares in Zimplow or payment in cash.
Zimplow acquired the remaining 66 296 418 TPHL ordinary shares after issuing 191,78 new Zimplow ordinary shares for every 100 TPHL ordinary shares already held.
If all TPHL shareholders choose to take new shares in Zimplow, the transaction has dilution potential of 18,47 percent.
Apart from the takeover of the remaining shares in TPHL, Zimplow shareholders also approved waiver of their preemptive rights for TPHL shares, renaming the firm to Zimplow Holdings Limited and appointing new directors.
The newly-appointed directors are Messrs Godfrey Tsikayi Manhambara, Sibani Mngomezulu and Timothy Michael Johnson.
Zimplow said in a statement: “Shareholders of Zimplow Limited have voted to pass the…resolutions without modification.”
Zimplow is into manufacturing and distributing animal-drawn implements through its flagship division, Mealie Brand. The bulk of the firm’s customers are small-scale farmers.
TPHL manufactures and sells a broad range of engine-drawn machinery and vehicles through its divisions — Barzem (mining and construction), Farmec (agriculture) and Puzey and Payne (importer and dealer in Mazda, Mitsubishi and Forland).
Zimplow contends that acquiring the entire remaining stake of TPHL fits well into its strategy as it gears for growth.
The Zimbabwe Stock Exchange-listed company believes merging TPHL with the operations of the two firms would enable it to position itself well in the engine drawn segment.
This would allow the company to benefit from the anticipated growth in demand for engine-drawn implements.
Furthermore, the acquisition of TPHL will enable Zimplow to enhance its participation in the mining sector through Barzem.
As a result, the firm would be able to create a platform for enhanced efficiencies, especially for cost reduction through rationalisation of the head count and role duplication.
Bongani Ndlovu
Online Reporter