ZSE moves in on CFI chaos

Published: 18 October 2017

THE Zimbabwe Stock Exchange (ZSE) has engaged Willoughby's Investments (Pvt) Limited for further clarification after the company issued a notice calling for an extraordinary general meeting (EMG) of CFI Holdings shareholders.

In the notice, Willoughby's Investments one of the shareholders of CFI Holdings and with support from the other shareholders, called for an EGM slated for November 15 on the proposed disposal of an 81% shareholding in Langford Estates 1962 (Pvt) Ltd for $18 million.

Langford Estates was given to Fidelity Life Assurance in a debt to equity swap.

In emailed responses to NewsDay, ZSE acting chief executive officer Martin Matanda said they had engaged the company for clarification and formal announcements of that would be made public in due course.

"With regards to the EGM notice you referred to, it is observed that the notice was issued by a shareholder and in the circumstances ZSE has engaged the company for clarification and formal announcements will be made in due course. In the interim, please approach the issuer's board for further comments on this matter," he said.

In the notice of the EGM yesterday, Willoughby's Investments company secretary Caroline Williams said they had the support from the other shareholders to convene and discuss the disputed Langford Estates 1962 (Pvt) Ltd from which the shareholding squabbles originated from.

"The recent history of the previous fraudulent attempt to illegally dispose of the Langford Estates land arose of the corrupt activities of former management with the connivance of former directors at CFI who had, since at least 2009, and probably earlier, been responsible for bringing this once great company to its knees at the expense of the long suffering minority shareholders, who had no representation on the board," she said.

According to Willoughby, problems first started on October 16 2015 when an EGM was held to dispose of an 81% in Langford Estates (Pvt) Ltd to Fidelity Life.

However, CFI's minority shareholders were unimpressed as they felt the EGM did not meet the ZSE regulations and did not fully inform them of the nature of the EGM.

A particular concern was that Fidelity Life was a "related party" to the deal, as defined in ZSE regulations, considering that the National Social Security Authority (NSSA) is a shareholder in Fidelity as well in Stalap Investment.

Further, Willoughby says special resolutions were not taken while other interested parties NSSA and Zimre Holdings were not permitted to vote. Also, the Langford Estate land was undervalued at $2,20 per square metre which was lower than its market value, it said.

Stalap Investment has a 41% stake in CFI Holdings and is owned by Zimre Holdings Limited with a 34,287% shareholding, Baobab Reinsurance (Pvt) Limited (34,287%) and NSSA (31,42%).

Also, Willoughby says the EGM was not proper considering the boards of Zimre, CFI and Fidelity and NSSA had the same director which represented a conflict of interests.

"Fidelity Life were also placed on notice that legal steps would be taken to formally nullify what was, in any event, an illegal and fraudulent transaction designed to prejudice non Zimre/NSSA shareholders of CFI," Williams said.

CFI has not been short of controversy. In July, Stalap made a mandatory offer to minorities after surpassing the 35% threshold.

Businessman Nicholas Van Hoogstraten made a counter offer with a high price per share. Stalap's offer did not find any takers.

The Securities Exchange Commission told CFI minorities not to follow Van Hoogstraten's offer as it undermined "the integrity of the market and transparency in trading of equities on the local bourse".
- newsday