Financial services giant, CBZ Holdings Limited (CBZHL) will hold an extraordinary general meeting (EGM) on January 31, 2022, to seek approval from its shareholders to acquire a stake of 31.22% in First Mutual Holdings Ltd (FMHL).
The shares are held by the National Social Security Authority (NSSA).
CBZHL currently holds a 3.23% shareholding in FMHL through a special purpose vehicle held under PIM Nominees (Pvt) Limited.
The acquisition of the additional shares from NSSA constituting 31.22% of the issued ordinary shares of FMHL will take CBZ Holdings Limited’s total shareholding to approximately 34.45%.
In a circular to shareholders, CBZ said the board approved the company’s formal bid for the acquisition of the 31.22% equity stake in FMHL held by Nssa. Rumbidzayi Angeline Jakanani, group legal corporate secretary, said in a statement:
Realising the potential synergistic opportunities between CBZHL and FMHL, the board approved the company’s formal bid for the acquisition of the 31.22% equity stake in FMHL held by Nssa. In June 2021, the company emerged as the highest bidder and was, therefore, granted the opportunity to enter into an agreement with Nssa for the acquisition of their 31.22% equity stake in FMHL.
She said the total purchase consideration for this transaction was agreed at $6 355 922 132, a price of $28 per FMHL ordinary shares excluding transaction costs.
CBZ is looking to acquire 226 997 219 million FMHL shares
Jakanani said the proposed settlement wherein 70% of the transaction consideration shall be settled by way of a share swap involving the issuance and allotment of new CBZHL ordinary shares will result in a dilution of 8.23% to the current shareholders of CBZHL.
The remaining 30% will be settled by cash payment.
The proposed acquisition of FMHL ordinary shares held by NSSA is a related party transaction for the purposes of the Zimbabwe Stock Exchange Listings Requirements because NSSA is a significant shareholder (holding 10% or more of the voting rights) in CBZHL (with an equity stake of 18.17%).
Consequently, Nssa will be precluded from voting at the EGM on the resolution regarding the proposed transaction.
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