HARARE,– First Mutual Holdings Limited (FMHL) is set to assume 100 percent ownership of Zimbabwe’s largest short term insurer, NicozDiamond which will be delisted from the Zimbabwe Stock Exchange and merged with Tristar Insurance.
Following its acquisition of 80.92 percent shareholding in the insurer, First Mutual has proposed to acquire the remaining NicozDiamond shares through a Scheme of Arrangement
between NDIL and its shareholders.
“The Scheme is implemented following a notification by FMHL to NDIL of its intent to buy out the remaining minority shareholders in NDIL. FMHL is an 80,92 percent shareholder in NDIL hence exceeds the 70 percent maximum shareholding to be held by non-public shareholders in terms of ZSE Listing requirements,” NicozDiamond said in notice to shareholders.
“If the Scheme is implemented, the shareholders registered as at the Scheme Voting Record Date, other than FMHL (“Scheme Participants” or “Scheme Members”), will receive either 10 FMHL ordinary shares for every 43 NDIL ordinary shares held or a cash consideration of US 3.41 cents per each NDIL ordinary share Scheme Consideration held, and NDIL will become a wholly owned subsidiary of FMHL.”
It said the offer is based on the share trading prices of NicozDiamond and FMHL on April 23, 2018, the Offer Pricing Record Date when the share prices of NDIL and FMHL traded at US 3.1 cents and US 16 cents.
If the Scheme becomes operative, each Scheme Participant (whether they voted in favour of the Scheme or not), will be deemed to have sold their Scheme Shares to FMHL and will no longer be a shareholder of NDIL.
First Mutual has said it intends to merge NicozDiamond with its wholly owned Tristar Insurance, a move it says will bring benefits such as enlarged clientele base and increased new business underwriting capacity.
The consolidation was instigated by state-controlled pensions manager National Social Security Authority (NSSA), the anchor shareholder in the two firms, to consolidate its investments portfolio. NSSA is the country’s biggest institutional investor with interests spanning across various sectors.
Last year, the pension fund first raised its stake in NicozDiamond to 50,9 percent after a mandatory offer to minorities and then transferred to FML its holdings of 300,263,184 NicozDiamond shares.
In exchange, FML issued and allotted 59,813,383 FML shares to NSSA. – Source