May 2012The Securities Commission of Zimbabwe (SECZ) has begun scrutinising the recent
acquisition of construction giant Murray and Roberts (M&R) Zimbabwe amid
suspicions that the transaction was shrouded in irregularities.
A consortium of local
and foreign investors two weeks ago bought controlling stake in M&R after the South Africaheadquartered parent company disposed of its shareholding.
It has since emerged that
aggrieved shareholders approached the capital markets regulator
raising questions on how the deal was conducted. Zumbani, a consortium made up of M&R
Zimbabwe chairman Paddy Zhanda, former M&R Zimbabwe chief executive officer Canada
Malunga and international partners Malcom McCulloch, which represents Carlmac of South
Africa and Brait, an international investment group,
bought 99 792 515 shares at a special
bargain price of USD 0,0147 per share.
The special bargain price was at a 79% discount to the last traded price of the share which
was USD 0,07. The special bargain was brokered by Lynton Edwards Securities. SECZ
chief executive officer Tafadzwa Chinamo said the commission was looking into the
transaction after it observed the acquisition was “unusual”. “We are looking into how that
transaction was conducted. It was an unusual transaction that needs an explanation.
“We will scrutinise and do that in the interest of the public,” Chinamo said.
It is understood
that minority investors were worried with the level of disclosure and the “vagueness” of a
cautionary statement, which preceded the transaction. “The valuation and subsequent price
agreed upon between the buyer and the seller were not disclosed to all shareholders through a circular as is required for a public-listed company when a change of control
occurs,” said sources close to the developments.
“At the very least,
a mandatory offer was to be made to minority shareholders at the price
the seller was willing to offload the shares. “This was waived by the ZSE (Zimbabwe Stock
Exchange) in a letter written to the broker handling the transaction.” It is also understood
that this waiver was not approved by the ZSE-listing committee, which is in charge of such
transactions.
Greedy when others are fearful. Very fearful when others are greedy - to paraphrase Warren Buffett