Information obtained by the Zimbabwe Independent shows that
the deal was concluded by Exodus Makumbe’s Platinum Investment Managers and the
shares are now being held by Datvest Nominees (Pvt) Limited.
The Independent first broke the story of the negotiations
in July this year. There has been widespread speculation that this transaction
is linked to business tycoon Kuda Tagwirei.
For the 50% consideration, Nssa received 14,341
million new shares, valued at
ZW$640,041,800 in CBZ representing 2,15% stake, while for the 50% cash
transaction, Nssa received US$11,646,889 after factoring transaction costs.
Datvest, which now holds 34% of the total ZBFH
shareholding, is the asset management division of CBZ Holdings, in which
Tagwirei is reportedly a major shareholder.
The deal saw Nssa, which also has investments in FBC (35%)
and NBS 100%, increasing its shareholding by 2,15% in CBZ where it already has 16% shareholding.
Details of the agreement show that the parties agreed to
calculate the swap ratio on the basis of 30-trading day volume weighted price
to September 30 2020.
Based on this formula, the Volume Weighted Average Prices
(VWAP) for both were ZB (ZW$11,3183) and CBZ (ZW$43,2858) using 30-trading day
information from August 20, with a swap ratio of 2,25 ZB shares for one CBZ
share after including the 70% premium.
Nssa communications manager Tendai Mutseyekwa told the
Independent that of the bids that were submitted, this was the best.
“We even went to the extent of engaging a third party, a
financial advisor, to look into the transaction and advise Nssa whether we were
obtaining value for the investment.
“Essentially we negotiated for a 70% premium to the
prevailing share price. So over and above the selling price we got almost
double the consideration which is 70%. So how then it was structured was to say
as Nssa we do not want to receive RTGS in exchange for a real asset. We are an
investment company and would want to preserve value for pensioners. We believe
CBZ is a better value stock,” he said.
Why ZB?
Mutseyekwa says the decision to dispose ZB shareholding was
reached based on various considerations, including inconsistent dividends and
an unattractive share price, with ZB shares currently trading at ZW$23,9179.
At that time Nssa was invested in five banks, including
First Capital bank in which it disposed its stake (less than 1%) in June this
year.
Nssa noted that the banks it has shareholding in needed
US$70 million to fulfil capitalisation requirements.
“All these banking institutions require capital. So at the
time we did our initial analysis, they required capital of about US$30 million
each, NBS US$20 million, Barclays another US$30 million for compliance
purposes. Nssa’s share of that capitalisation was supposed to be US$$70 million
of the banks combined. So it was efficient on the part of Nssa to be invested
in all those banks. Of these banks, we had to keep those that were performing
well. So we said let’s exit ZB completely because the dividends were not
consistent and also the share price was not favourable to Nssa,” he said.
The complex nature of the structure, multiple vehicles, and
offshore companies used by Tagwirei linked companies to buy shares was
uncovered following an investigation by the Independent in collaboration with
the Organised Crime and Corruption Reporting Project (OCCRP).
Investigative reporters from the two organisations worked
for months across regional and international borders to follow the paper trail,
uncovering the web of Tagwirei’s business networks used to acquire multiple
stakes in various entities.
OCCRP is an international investigative reporting platform
comprising a worldwide network of independent media centres and journalists
which undertakes investigative journalism.
As part of the investigation, information was obtained
using official sources, which included company registrars, and paid third-party
services abroad. The investigations also reveal the existence of a South
African registered company, Takutata (Pvt) Limited.
The following are listed as directors in Takutata:
Tagwirei, his wife Sandra Mpunga, Jozef Clifford Behr and Christopher Fourie.
Three of the directors in Takutata, Brown, Behr and Fourie, are also directors
in Sotic International, which owns Landela Mining Venture Limited and Landela
Investments.
Our investigations show that there are three Sotic
companies, one is registered in Mauritius, others in Singapore and South
Africa.
Landela Mining Venture is part of a large multinational
commodity trading group, Sotic International Ltd, and has business interests in
minerals and the oil trade across the Southern African Development Community
region, including Zimbabwe.
Tagwirei also holds shares in Zimbabwe’s largest chrome
miner, African Chrome Fields.
Brown is the CE of Sotic International, a company
registered in Mauritius. He is also the CE of Landela Mining Venture Limited,
which has been on a spree buying of local mining assets since 2019. These
include Freda Rebecca, Jena, Shamva and Elvington gold mines, Mbungu Coalbed
Methane Concession, Lupane Gas and Bindura Nickel Corporation (BNC).
Fourie is a director at Sotic International and Sotic PTE,
registered in Singapore. He is also a board member at BNC. He worked as head of
mergers and acquisitions at Puma Energy, which was owned by Tagwirei and
Trafigura. Behr is a non-executive director and a board member at BNC. He is
also a director at Sotic South Africa and Sotic International.
Bobat is a director at African Chrome Fields PTE
(Singapore) and African Resource Chrome Fields (Zimbabwe). Mpunga is a director
at Sakunda, Liberty Lane Trading and Fert-Map.
Through Landela Mining Venture, Tagwirei last year
reportedly acquired a 50% stake in the US$4 billion Great Dyke Investments
(GDI) platinum project following the departure of the Zimbabwe National Army
from the company.
Tagwirei also reportedly bought a major stake in BNC after
the departure of ASA through the Mauritius-based Sotic International Ltd, which
owns Zimbabwe’s Landela Mining Venture Limited. He is also a board member at
BNC.
In 2019, Tagwirei emerged as the largest shareholder in CBZ
after he acquired a 30% stake. In the CBZ transaction, he snapped up majority
shareholding using Akribos Capital Inc, indicating a common thread with the way
ZB stake was acquired.
A local stock broker, who asked not to be named, said:
“When an investor doesn’t want his name to be known, he has the option of using
nominee accounts. A nominee account is more of a secret account which does not
bring out the name of the owner and it is housed within that nominee. ”
The Independent also understands that ZW$100 million
(US$1,2 million) worth of shares exchanged hands for 2,38% shares of LHG Malta
Holdings shares in ZBFH. Indications are that it might have been Datvest that
snapped up those shares using their nominee accounts. Zimbabwe Independent
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