Nssa Chairman Accused of Engineering RTG Share Drop for Strategic Takeover

National Social Security Authority (NSSA) chairman Emmanuel Fundira, formerly the chairman of African Sun Limited, along with ex-Rainbow Tourism Group (RTG) senior executive Paula January, have been accused of orchestrating a corporate strategy aimed at reducing RTG’s market value. This move is allegedly designed to facilitate the acquisition of shares at a significantly lower price.

Reports suggest that the plan involves deliberately destabilizing RTG to create negative market sentiment, thereby suppressing the share price. This strategy would dissuade potential investors from committing funds to the hospitality company, further driving down its value.

NSSA, as the majority stakeholder in RTG with a 91.6% equity share in the Zimbabwe Stock Exchange-listed firm, intends to gradually offload 56% of its holdings. Consequently, the alleged scheme aims to devalue the stock, enabling strategic accumulation of shares at a reduced cost.

ZHL Capital, a subsidiary of ZimRe Holdings, serves as NSSA’s financial advisory firm for the disposal of this 56% stake. Several potential buyers, both local and international, are being engaged in negotiations. Fundira and his business associates are reportedly targeting this stock.

Given Fundira’s extensive involvement in the hospitality sector, concerns have been raised about a conflict of interest. As the former chairman of African Sun and current NSSA chairman overseeing RTG, he holds residual interests in the tourism industry. African Sun, now listed on the Victoria Falls Stock Exchange, manages ten hotels, and Fundira retains indirect interests in its business operations.

Additionally, Fundira owns Astoc Leisure Group and serves as the president of the Safari Operators Association of Zimbabwe. Upon assuming his role at NSSA, he agreed not to involve himself in hospitality-related matters due to RTG’s direct competition with African Sun. However, he is reportedly violating this agreement by engaging in hospitality affairs.

Meanwhile, the Zimbabwe Anti-Corruption Commission (ZACC) has initiated an investigation into RTG, probing allegations of money laundering and financial irregularities. These allegations pertain to salary payments, gratuities, allowances, and bonuses, some of which were backdated due to financial challenges caused by the Covid-19 pandemic.

Market analysts suggest that Fundira and January played a role in instigating these investigations to create internal unrest within RTG, further diminishing its market value. Such destabilization would support efforts to acquire shares at a reduced price. Manipulating share prices to undervalue stock and facilitate takeovers is unlawful in Zimbabwe and many other jurisdictions, yet corporate entities continue to exploit loopholes to achieve this.

Following these developments, ZACC has obtained a search and seizure warrant to acquire financial documents, employment contracts, and payroll records of RTG’s top executives. Although RTG has cooperated with ZACC through its board, the company is challenging the warrant, describing it as a targeted effort driven by external parties with vested interests.

Insiders suggest that Fundira is involved in these maneuvers, seeking to install a more compliant leadership at RTG that aligns with his business interests. Appointed as NSSA chairman in May 2023, Fundira’s role entails overseeing the management of the US$1.2 billion fund and ensuring fiduciary responsibilities are upheld. However, emerging information indicates actions that contradict these obligations.

NSSA maintains diverse interests in banking, finance, real estate, and hospitality sectors. Over the years, the statutory pension fund has expanded its influence over RTG, from a 32% shareholding in 2012 to its current dominant position. Previous attempts to influence RTG operations occurred under Fundira’s predecessor, Arthur Manase.

According to stock exchange regulations, NSSA must dilute its 91.6% shareholding to meet the required 35% threshold unless a waiver is obtained. Analysts view Fundira’s involvement as a calculated effort to devalue RTG’s stock, making it more accessible for acquisition.

Prior to Fundira’s tenure, Manase had attempted to introduce African Bush Camps as a strategic investor after NSSA purchased shares from businessman Nick Van Hoogstraten for US$20 million in December 2021, though these shares were deemed overvalued. The proposed transaction, facilitated by New Frontier Capital Pvt Ltd, ultimately collapsed after Manase’s departure, paving the way for Fundira’s involvement.

Fundira assumed control at a time when RTG was expanding, including plans to acquire Montclair Hotel in Nyanga. However, NSSA’s subsidiary, National Building Society, has reportedly delayed funding guarantees necessary for the acquisition, despite previous commitments.

Meanwhile, RTG is seeking external investors, but the timing of ZACC’s investigation raises concerns that it may be an attempt to derail these efforts. Given Fundira’s deep-rooted interests in tourism, the Office of the President and Cabinet specifically instructed him to refrain from involvement in NSSA’s tourism-related decisions, including those concerning RTG.

His appointment letter dated 21 August 2023 explicitly stated that he must recuse himself from any NSSA-related tourism decisions due to his personal business interests in the sector. However, evidence suggests he has been operating covertly, primarily through Paula January, a former general manager of Kadoma Hotel and Conference Centre, who left the company under controversial circumstances following the drowning of a child at the hotel pool in September 2019.

Audio recordings indicate that Fundira has been supplying January with confidential RTG financial information, which she then relays to ZACC. Further reports suggest that ZACC investigators have been in direct communication with January, keeping her informed of the ongoing probe.

In several conversations, January has been recorded discussing her role in initiating the ZACC investigation. She also claimed to have influence over the probe and connections to high-level authorities. Despite their public denials, evidence suggests a coordinated effort between Fundira and January to undermine RTG’s leadership and facilitate a takeover.

Chronology of Events:

On 13 September 2023, acting on information provided by January, ZACC executed a search warrant at RTG’s corporate office, seeking records related to a strategic retreat in Dubai. RTG contested the warrant in court, arguing that as a listed entity, it does not require government approval for such activities. The High Court ruled in RTG’s favor on 18 September 2023.

ZACC, however, returned on 28 February 2024 with another warrant, alleging money laundering and illicit foreign currency dealings. The commission sought employment and payroll records of six senior executives. RTG again challenged the warrant, securing another stay of execution on 5 March 2024.

RTG’s internal audit, approved by external auditors, found no financial misconduct. The board subsequently notified ZACC of these findings on 4 April 2024, but ZACC did not respond. Nevertheless, the commission obtained another search and seizure warrant on 28 January 2025 after a High Court ruling dismissed RTG’s appeal.

RTG has since filed a notice of appeal, arguing that the warrant fails to identify specific offenders and lacks legal grounding. The company maintains that its financial records undergo routine audits and regulatory scrutiny, negating the need for such invasive measures.

As a publicly listed company, RTG asserts compliance with all financial and corporate governance regulations. The board emphasizes the importance of protecting Zimbabwe’s investment climate, warning that unfounded investigations could deter investors and destabilize corporate operations.

Despite these legal challenges, the unfolding situation highlights deep-rooted conflicts of interest and alleged corporate manipulation within Zimbabwe’s tourism and investment sectors.