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Minority shareholders bear burden of corporate politics:Part 2

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THE EXCHANGE of shares from Lifestyle Holdings to TN Harlequin International Limited was done above board as the ZSE okayed the transaction, an official has said.

THE EXCHANGE of shares from Lifestyle Holdings to TN Harlequin International Limited — a Mauritius domiciled entity — was done above board as the Zimbabwe Stock Exchange (ZSE) okayed the transaction, an official has said.

Report by Victoria Mtomba

TN Financial Services managing director Alexander Gonese last week told NewsDay the ZSE listing committee approved the transaction as it was in line with the listing requirements.

“The ZSE listing committee held a meeting in February and there were concerns that TNFS was in conflict as it was 100% owned by Lifestyle Holdings,” Gonese said.

“The committee said there was need for disclosures, which we did through our broker who took us through the listing requirements and were circulated among the listing committee.”

Gonese said during the extraordinary general meeting held recently, some shareholders who needed explanation spoke to management and they were happy.

He said the shareholders understood and voted for the transaction. “All shareholders will remain the same meaning if you had 5% in Lifestyle you will still have the same in TN Harlequin International Limited,” Gonese said.

“There was no dilution, apart from shareholders who opt for cash.” He said Lifestyle Holdings did not have a controlling shareholder as most of the shareholders had 10% stakes. The company’s issued shares are 800 million.

Gonese said the transaction would result in the company delisting from ZSE to Mauritius.

The Mauritius company has $100 worth of shares that were listed by management.

“The ownership structure has not changed its still the same,” he said.

ZSE acting chief executive officer Martin Matanda said the approval process of the scheme meeting went through the ZSE listing committee with Securities Commission of Zimbabwe (SECZ) as observers.

“The subcommittee agreed on disclosures and they were done,” he said. “The transaction went before the ZSE, again subsequent to that the regulator came back again.

“If they see anything we must learn, it’s a process that we share. “We agreed on a common position. It’s a matter that is still being discussed so that whatever that happened will not happen again.” Gonese said if ZSE was not in agreement with the transaction, SECZ and Christopher Mutsvangwa would have not filed High Court papers against Lifestyle Holdings and Zimbabwe Stock Exchange.

SECZ and Mutsvangwa filed a High Court application a fortnight ago to stop the holding of a shareholders meeting of Lifestyle Holding that was dismissed by Justice Happias Zhou as it was not an urgent matter.

“SEC sent two letters to ZSE for us to stop the meeting, but the ZSE said we can go ahead,” Gonese said.

“If they are saying we did not have ZSE approval, why were they filing order papers against us and ZSE?

“No one approached us that we were doing something wrong.

“Genuine shareholders attended the annual general meeting and raised concern and they voted for the transaction.”