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CBZ Holdings Abandons Mandatory Offer for FMHL Shares Following Regulatory Cap

CBZ Holdings Limited, a financial services giant, has appointed Lexon Zembe as its substantive chairperson, effective from April 19, 2024.

CBZ Holdings Limited (CBZHL) has scrapped its proposed mandatory offer to minority shareholders of First Mutual Holdings Limited (FMHL) after the Competition and Tariff Commission (CTC) restricted its stake in the insurer to 31.22%.

The decision reflects regulatory efforts to safeguard competition in Zimbabwe’s financial and insurance markets.

Regulatory Ruling Halts CBZHL’s Acquisition Plans

CBZHL initially announced its intent to make a mandatory offer to FMHL shareholders on October 31, 2024, in compliance with Zimbabwe Stock Exchange (ZSE) listing requirements and the Companies and Other Business Entities Act. The offer was triggered by CBZHL’s substantial shareholding in FMHL.

However, on November 29, 2024, the CTC delivered its final verdict, barring CBZHL from acquiring additional FMHL shares. The ruling effectively blocked CBZHL’s plans to consolidate further control over the insurer.

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In a statement issued on December 9, 2024, CBZHL’s Group Chief Governance Officer, Ms. Rurobidzayi Jakanani, confirmed the decision:
“Shareholders of FMHL are hereby advised that CBZHL will no longer be proceeding with the mandatory offer to the minority shareholders in First Mutual Holdings Limited. No further announcements will be made in respect of this issue.”

Market Reactions and Analyst Insights

Market analyst Shingai Dumba described the CTC’s ruling as a signal of the regulator’s commitment to preserving competitive balance:
“A 31.22% stake already positions CBZHL as a significant player in FMHL’s operations. Allowing them to acquire more shares might have raised concerns about competition and market dynamics,” she noted.

The proposed mandatory offer was seen as part of CBZHL’s broader strategy to solidify its influence in Zimbabwe’s insurance sector. FMHL, a leading insurer, holds a diversified portfolio that includes life insurance, health insurance, and real estate investments, making it an attractive asset.

Broader Implications for the Financial Sector

According to Dumba, the CTC’s intervention aligns with a growing trend of market oversight in Zimbabwe:
“Regulators are increasingly focused on preventing monopolistic structures, especially in critical sectors like finance and insurance, which are vital for economic stability.”

For FMHL’s minority shareholders, the decision maintains the current ownership structure, ensuring CBZHL retains influence without becoming a controlling shareholder. However, some shareholders may view the halted mandatory offer as a missed opportunity to sell shares at a premium.

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CBZHL’s Future Strategies

With the mandatory offer off the table, CBZHL may need to explore alternative growth strategies to strengthen its position in FMHL. This could include partnerships, operational synergies, or non-equity-based influence within the insurer.

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