FMP moves to delist from ZSE

CLOUDINE MATOLA

First Mutual Properties Limited (FMP) has announced plans to voluntarily delist from the Zimbabwe Stock Exchange (ZSE), with its majority shareholder First Mutual Holdings Limited (FMHL) offering minority shareholders a cash exit as part of the transaction.

Under the proposal, FMHL is seeking to take FMP private, arguing that the costs and regulatory obligations associated with maintaining a public listing have become increasingly misaligned with the company’s long-term strategic direction.

FMP board chairman Elisha Moyo said the decision followed a comprehensive review of the group’s capital structure and operating environment, adding that the ZSE had played a critical role in the company’s development.

In a letter to shareholders, Moyo said the board had “given thorough and deliberate consideration” to the question of continued listing before concluding that a transition to private ownership was now more appropriate.

“The board has given thorough and deliberate consideration to the question of the company’s continued listing on the ZSE and wishes to acknowledge the important role the Exchange has played in the company’s journey to date,” he said.

“Nevertheless, the board has arrived at its considered view that a transition to a privately held company represents the most appropriate structure for FMP at this stage of its development.”

He added that as the business matures, the administrative and financial burdens of being publicly listed had become harder to justify, particularly in the absence of near-term plans to raise capital from public markets.

“As the company matures and its strategic priorities evolve, the board believes that the obligations and cost structures associated with maintaining a public listing are increasingly difficult to justify in the absence of a near-term requirement to access public equity markets,” he said.

Moyo said a private structure would give the property group greater flexibility in executing corporate decisions and engaging long-term capital partners whose investment horizons align with the nature of real estate investments.

The offer values minority shareholders’ stakes at US$0.033 per share, targeting the acquisition of the remaining 29.20% shareholding not already held by FMHL.

The exit offer is subject to shareholder approval at an extraordinary general meeting (EGM) scheduled for June 2, 2026, as well as regulatory approvals from the ZSE, the Securities and Exchange Commission of Zimbabwe and other relevant authorities.

As part of the transaction structure, Morgan & Co International will act as underwriter, covering up to 50,822,850 FMP shares, equivalent to approximately 4.11 percent of the company’s issued share capital. The underwritten portion is valued at up to US$1.68 million, excluding statutory costs.

Under the underwriting agreement, Morgan & Co has agreed to support liquidity for part of the minority exit, while FMHL will acquire any remaining shares tendered under the offer.

“The proposed transaction is subject to the fulfilment of the following conditions precedent: publication of the circular to FMP shareholders, approval of the resolutions at the extraordinary general meeting to be held on Tuesday, June 2, 2026, and obtaining all necessary regulatory approvals from the ZSE, the Securities and Exchange Commission of Zimbabwe and any other applicable authorities,” the company said.

“In terms of the underwriting agreement, Morgan & Co has irrevocably agreed to underwrite the acquisition of up to 50,822,850 FMP ordinary shares, representing approximately 4.11% of issued share capital, for an aggregate underwritten amount of up to US$1,677,154. FMHL has correspondingly agreed to acquire the balance of the offer shares tendered by minority shareholders.”

Morgan & Co will earn an underwriting fee of 2 percent of the total value of shares acquired under the arrangement, excluding value-added tax.

FMP stressed that participation in the offer is voluntary, noting that minority shareholders who decline will retain their shares in an unlisted entity should the delisting proceed.

“Minority shareholders who do not accept the offer will, upon termination of the listing, continue to hold their shares in FMP as an unlisted company,” it said.

“Acceptance of the offer is voluntary; minority shareholders may accept or decline the offer irrespective of how they voted at the EGM.”