Australian bourse asks Zimplats tough questions after Mtasa exit

Telecoms executive Chipo Mtasa resigned from the board on January 8, 2024

THE Australia Stock Exchange (ASX) last month raised an issue against Zimbabwe domiciled platinum producer, Zimplats Holdings Limited, following concerns the big miner may have breached listing rules after telecoms executive Chipo Mtasa resigned from the board on January 8, 2024.

However, according to Zimplats, the matter has since been resolved, after the miner satisfied the bourse that there were no infractions to its listing requirements, following Mtasa’s resignation.

The ASX had written to Zimplats, saying the PGMs miner should have reported Mtasa’s exit within a week from the date of her resignation, which was January 8. The ASX’s compliance office said they were only notified of Mtasa’s resignation on January 26.

In correspondence obtained by the Zimbabwe Independent between Zimplats and ASX, Zimbabwe’s biggest platinum outfit, which has invested over US$1 billion since entering the market in the early 2000s, had insisted that they had done nothing wrong, saying corporate governance issues were at the core of their operations.

This was after the ASX had noted that notification of Mtasa’s resignation should have been lodged with the bourse by January 15 2024.

Asked to comment on the matter, Zimplats spokesperson Busi Chindove said they were glad that the misunderstanding had been resolved amicably.

She said: “ASX made a query, which Zimplats responded to. At no stage was trading in Zimplats shares suspended on the ASX. Zimplats is pleased to report that the ASX was satisfied with its compliance response, and accordingly, the matter is now closed”.

In a letter dated January 29 to Zimplats, ASX’s compliance office said the firm only notified the bourse on January 26. ASX said, in the letter, Zimplats may have violated listing rules 3.19A and 3.19B with regards to disclosures following Mtasa’s resignation.

“As the Appendix 3Z indicated that the director ceased to be a director on 8 January 2024, it appears the Appendix 3Z should have been lodged with the ASX by 15 January 2024,” ASX Compliance said in the letter.

“As it was lodged on 26 January 2024, it appears that ZIM may have breached listing rules 3.19A and/or 3.19B.”

‘ZIM’ is Zimplats’ code on the ASX.

“Under listing rule 18.7, we ask that you answer each of the following questions having regard to listing rules 3.19A and 3.19B and guidance note 22…Please explain why the Appendix 3Z was lodged late,” the letter further states.

“What arrangements does ZIM have in place under listing rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A? 

“If the current arrangements are inadequate or not being enforced, what additional steps does ZIM intend to take to ensure compliance with listing rule 3.19B?” the letter states.

ASX demanded that Zimplats explains how and why it filed Mtasa’s resignation after prescribed timeframes, before giving the firm until February 5, 2024 to respond.

“If you are unable to respond to this letter by the time specified above, ASX will likely suspend trading in ZIM’s securities under listing rule 17.3,” ASX Compliance said.

Zimplats had a market capitalisation of about AU$2,36 billion on the ASX, which translated to US$1,53 billion as of Wednesday this week.

Over the year ending Wednesday, the firm had lost slightly over US$500 million on the ASX after its share price dropped before stabilising last December.

Patricia Zvandasara, chief financial officer at Zimplats responded on February 5, saying Zimplats, one of southern Africa’s biggest platinum operations, took the issue of corporate governance seriously.

“Compliance with the ASX listing rules, continuous disclosure and good corporate governance are a priority for Zimplats Holdings Limited,” Zvandasara said.

“The company closed for the holiday period on the 15th of December 2023 and re-opened on the 8th of January 2024. Mrs Mtasa's resignation was lodged with the board secretariat on the 8th of January 2024, whereupon the notice was communicated to the board, and Zimplats investor relations office, as part of ensuring that all listing and third-party disclosure requirements were timeously adhered to,” she added.

Zvandasara said filings were lodged with the Australian Securities and Investment Commission only, and accordingly, effected the filing with the ASX on January 28, 2024.

“Listing rule 3.19B requires ZIM to have in place arrangements as are necessary, to ensure that a director discloses information that will enable the timeous disclosure to the ASX of (i) a director initial interest, (ii) change of interest, and (iii) final interest,” she said.

She said where these existed, it had to be reported to the full board, with relevant recommendations for implementation.

“ZIM has in place a board charter, which requires its directors to discharge their duties in accordance with the ASX listing rules.”

Zvandasara said Zimplats’ audit and risk committee, operating on delegated authority, was further charged with the mandate of ensuring appropriate procedures exist to monitor directors' declarations on the extent of their interests and dealings in Zimplats' shares.

She said where these existed, this had to be reported to the full board, with relevant recommendations for implementation.

“Further, Mrs Mtasa's Appendix 3Z is the same in substance as that filed in 2019 when she was appointed, to that filed in 2024 as at the announcement of her resignation. Mrs Mtasa acquired no interest in ZIM during her tenure,” Zvandasara said.

“We confirm that annually directors are obligated to declare their interest in ZIM. Directors are in compliance, and no interest was noted during the declaration process for Mrs Mtasa.”

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