ZSE awaits regulatory approvals for self-listing reconstruction plan

Business Reporter

The Zimbabwe Stock Exchange (ZSE) says it is still in the process of securing regulatory approvals in respect of its scheme of reconstruction, which will, among other things, culminate in self-listing on the bourse’s main board.

In a statement to shareholders and investors, the ZSE said it anticipates the approvals to be obtained in due course.

“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.I 147 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 SI 147 of 2024 to facilitate the listing of ZSEH Ltd on the ZSE Main Board,” ZSE said.

At an extraordinary general meeting held on October 9, 2024, the shareholders unanimously agreed to the transaction in which the Zimbabwe Stock Exchange Holdings Limited (ZSE Holdings), a newly incorporated entity, will make a buyout offer to shareholders of the ZSE.

They will be settled pari passu and at an exchange ratio of 1 ZSE Limited Ordinary Share for 1 ZSE Holdings ordinary share.

According to ZSE, the reconstruction will significantly alter the corporate structure and governance of both entities.

The local bourse noted that 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.

According to ZSE, the primary goal scheme of reconstruction is to streamline operations, improve liquidity, and unlock shareholder value through the creation of a more robust corporate entity.

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 ZSE said in an earlier circular, 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.

The ZSE is also urging its shareholders to submit their share certificates for the dematerialisation process, which is part of preparations for the listing of ZSE Limited on the stock exchange.

Dematerialisation is the process of converting physical securities into electronic or digital form, and the ZSE Depository has been actively promoting the switch from physical certificates to electronic holdings.

During the third quarter of 2024, the ZSE Depository’s dematerialisation ratio showed a positive trend, increasing from 91,34 percent in the second quarter to 91,58 percent, reflecting a rise of 0,24 percent.

The ZSE, in a statement, said shareholders are encouraged to submit their share certificates for dematerialisation by the end of the day on Friday, 28 February 2025.

“As previously communicated via a public notice, Zimbabwe Stock Exchange Limited shareholders are kindly reminded to submit their share certificates for dematerialisation if they have not already done so.

“The dematerialisation process of share certificates is part of the preparations for the listing of ZSE Limited on the stock exchange.

“The ZSE Limited shares will be listed on the Zimbabwe Stock Exchange in electronic form, and no physical share certificates will be issued,” the ZSE said.

A demat ratio is a metric that indicates the proportion of securities that are held in electronic form in a depository. An increasing dematerialisation ratio suggests a shift away from physical certificates towards electronic holdings, which can improve efficiency and security.

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