LIFESTYLE Holdings shareholders on Friday approved the delisting of the company from the Zimbabwe Stock Exchange (ZSE).
BY OUR STAFF
The approval is another victory for founder, Tawanda Nyambirai who had a day earlier won a court nod to proceed with the meeting, warding off the challenge from the Securities Commission of Zimbabwe (SECZ).
The High Court had on Thursday said SECZ’s application was not urgent.
SECZ had argued that the proposed delisting of Lifestyle Holdings was fraught with material conflicts of interest, and disclosures required by ZSE listing rules were not adhered to.
The shareholders’ meeting sought to be granted permission to delist from the bourse.
At the meeting, all proxies received were in favour of the proposed move.
The transaction involves the issuing of new TN Harlequin Limited International (TNHLI) ordinary shares to the shareholders of Lifestyle in exchange for their shares in Lifestyle.
- Chamisa under fire over US$120K donation
- Mavhunga puts DeMbare into Chibuku quarterfinals
- Pension funds bet on Cabora Bassa oilfields
- Councils defy govt fire tender directive
Keep Reading
TNHLI is incorporated in Mauritius and registered according to regulations of the country under company number 113723.
The transaction will result in TNHLI becoming the holding company of Lifestyle, which was incorporated in December last year and has capital of US$100. The proposed scheme will enable the raising of foreign capital for Lifestyle operations.
Shareholders electing to receive TNHLI shares will receive 1 TNHLI share for every 235, 12 Lifestyle shares they hold.
A cash option has also been put in place for shareholders not willing to exchange their Lifestyle shares for TNHLI shares. Cash payable for every Lifestyle share will be US$0,00645 with payment being made over 12 months in four equal installments.
SECZ had argued in the urgent application that the proposed transaction violates rules requiring transparency and independence.
“The transaction is a takeover of Lifestyle Holdings by TNHLI Limited and this is covered under Section 9 sub-section 8 of the ZSE Listing Rules titled, ‘Takeover in terms of Sections 191 and 194 of the Companies Act.’”
SECZ said there were material conflicts of interest abound in the transaction, as the company is effectively advising itself through TN Financial Services.
It noted that delisting of Lifestyle Holdings effectively destroyed any possibility of shareholders ever knowing what happened to their company, as was the case with CAPS Holdings which left shareholders holding onto mere certificates.
SECZ said that schemes of arrangement were being abused and were being used by bankrupt companies to sneak away from the public gaze and avoid being held accountable.
