HARARE – British tycoon Nicholas Van Hoogstraten says his investment vehicle — Messina Investments — notified the Zimbabwe Stock Exchange (ZSE) of its intention to buy out CFI Holdings minorities despite claims by the regulator that due processes were not followed.
As the battle for control at the agro-industrial group escalates, Van Hoogstraten yesterday told the businessdaily that the regulator had been notified after rival Stalap Investments (Private) Limited (Stalap) — an investment vehicle owned by Zimre Holdings (Zimre) where the Rudland brothers —Hamish and Simon — are major shareholders – upped its shareholding in CFI.
“Strictly speaking, Messina did not reach 35 percent. However, we combined shareholding in related companies that own stake in CFI. These companies are Willobheys Consolidated and ZimCor.
“Along with these companies, there are other minorities who pledged their support to me taking stake to above 35 percent. When this happened, authorities were notified,” he said in a telephone interview from his London base.
His revelations come as the ZSE last week claimed it was unaware that Messina qualified to make a mandatory offer to the company’s minorities and acquire controlling stake in the agro-industrial counter.
In a statement, the bourse’s acting chief executive Martin Matanda said despite an on-going battle to secure the remaining 17 percent of the total issued shares in CFI between Messina and Stalap, ZSE was unaware that Van Hoogstraten’s family trust had breached 35 percent shareholding in CFI.
“The investing public is advised that Zimbabwe Stock Exchange has not been formally advised that Messina, and any other parties it is acting in concert with, has passed the 35 percent threshold which compels them to make an offer to the minorities in terms of the Zimbabwe Stock Exchange Listing Requirements,” Matanda said.
Yesterday he maintained that Messina had not followed due procedures.
“Messina may have the desire to buy out minorities but have not communicated their intentions to Zimbabwe Stock Exchange through the required channels for this purpose.
“Zimbabwe Stock Exchange has received an advice from Messina’s brokers stating that Messina on its own has not surpassed the 35 percent shareholding in CFI and no communication has been received from any other party working in concert with Messina for the purpose of making an offer to minority shareholders in CFI.
“Once the requisite thresholds have been received and the ZSE has been notified, the ZSE reviews the submissions that are made by the applicant to ensure that they comply with the Listings Requirements and that indeed, the 35 percent threshold has been passed and all due processes have been followed,” the ZSE chief said, adding Messina had not communicated its intentions to pool resources with its holdings companies as well.
However, Van Hoogstraten said the regulator was conflicted in the manner in which it was handling the matter.
“When we notified them about the combined holding, it was just weeks after we had made a complaint about the manner in which the Langford transaction was handled so the regulator sat on our offer.
“Now they have decided to take side and they are on National Social Security Authority (Nssa) and Zimre’s side, whichever way you look at it because they are now one company. However, this is unfair because Nssa is supposed to be a custodian of public interest,” he said.
Earlier last week, Messina Investments dangled a 46 cents per share offer to CFI’s minorities to counter Stalap’s initial 22 cents per share offer, in a move that was aimed at luring shareholders to surrender their shares to the businessman’s investment vehicle.
At the moment Van Hoogstraten’s investment vehicle holds interest of up to 42 percent stake in CFI, making it the largest shareholder while Stalap holds a 41 percent stake in the agro-industrial concern.
But according to the acting ZSE boss, Van Hoogstraten’s offer to minorities was unsanctioned.
“The Zimbabwe Stock Exchange views the notice by Messina as an unsanctioned informal offer to minorities and therefore noncompliant with the ZSE’s listing requirements,” he said.
Van Hoogstraten also questioned a land deal that was conducted between Zimre and the Nssa.
“Stalap is a consortium between Zimre and the Nssa whose purpose is to regain control of CFI so that the former plunder, mismanagement and corruption that was endemic at CFI in the years prior to 2016 can be abated.
“The fraudulent sale of the Langford Estates land is one example,” he said, adding that Langford Estate was undervalued at $2,20 per square metre when the true value was around $6 per square metre.
CFI sold the 834 hectares Langford Estate in 2015 to Fidelity Life Assurance in a deal worth $18 million; to pay off its debt to local banks.
The battle sued after Stalap acquired an additional 12,93 percent of CFI’s shares overtaking former major shareholder, Van Hoogstraten’s London-headquartered family trust.
Takeover by the Rudlands followed disposal of 13,6 million CFI shares by the Nssa as part of efforts to streamline operations at the State-owned organisation.
However, to counter this, Van Hoogstraten pooled shares with holding companies as well as friends who have stake in the company, effectively overtaking Stalap to emerge as majority shareholder.