HARARE,– Stalap Investments, a major shareholder in agro-industrial group CFI Holdings, has instituted legal action seeking to declare last month’s extraordinary general meeting (EGM), which cancelled a 2015 $18 million land-debt swap deal with Fidelity Life Holdings, null and void.
The raucous EGM was called for by Willoughby Investments, seen as influenced by Nicholas Van Hoogstraten, and approved the reversal of the disposal of an 81 percent shareholding in Langford Estates to Fidelity Life Assurance which helped to pay off combined debts of $18 million, owed to FBC Bank, Agribank, CBZ, the Infrastructure Development Bank of Zimbabwe, NMB and Standard Chartered.
Willoughby’s holds a 5,5 percent stake in CFI and has scheduled another EGM for Wednesday this week to remove directors, Douglas Mamvura and Ephraim Chawoneka who were appointed on May 30 this year.
On Monday, Stalap accused the EGM chairperson Ital Pasi of bias against its shareholders.
“Following the sudden resignation of the chairperson Grace Muradzikwa shortly before the EGM, the meeting was presided over by a self-elected chairperson, Ms Itai Valerie Pasi (Non-Executive Director) who conducted the meeting in a partisan manner,” Stalap said in a statement.
Stalap is a holding company for CFI shares owned by Zimre and the National Social Security Authority.
Stalap alleges that special resolutions were put to the vote during the EGM without any circular and without any question and answer session, and that Willoughby falsified the results which were published in the press.
“The poll was conducted by First Transfer Secretaries and none of the resolutions were declared carried. Willoughby’s however fraudulently thereafter published the results in the press stating that the third resolution was carried,” Stalap said.
The third resolution was meant to give CFI directors authority to reverse the Langford transaction.
“This is completely false and was made on CFI letterhead without authority of the board of CFI or Zimbabwe Stock Exchange, as required in terms of the listing requirements. Major shareholders have now instituted legal action to declare the above meeting and its results a nullity,” Stalap said.
The firm also urged minority shareholders to vote against the resolution to remove Chawoneka and Mavhura, saying that they are not responsible for the Langford Estate transaction.
Chawoneka and Mavhura are facing an axe for allegedly delaying and refusing to activate the process to cancel the Langford Estate transaction, which van Hoogstraten’s Messina Investments, a major rival shareholder to Stalap, argues was illegal.
Messina is also seeking the removal from the CFI board of Hamish Rudland and Shingirai Chibanguza at another EGM set for December 13.
Hamish and his brother Simon hold a controlling 40 percent in Zimre Holdings,while Chibanguza is the managing director of Farm&City, a CFI subsidiary.
Stalap said while it is in favour of the removal of Chibanguza, it urges minority shareholders to vote against the removal of Rudland.
Messina Investments, in concert with other parties, holds 42 percent in CFI, making it the largest shareholder while Stalap owns 41 percent. – Source