This Circular relates to the proposed Scheme of Reconstruction between Econet Wireless Zimbabwe Limited and EcoCash Holdings Zimbabwe Limited involving the transfer to Econet of the Financial Technology Businesses, namely EcoCash (Private) Limited, VAYA Technologies Zimbabwe (Private) Limited, Econet Insurance (Private) Limited, Econet Life (Private) Limited, MARS Zimbabwe (Private) Limited, and Maisha Health Fund (Private) Limited, in exchange for the total consideration of ZWL 509 billion (equivalent to 521,861,057 Econet Shares) payable partly in cash and partly in Econet Treasury Shares. Econet shall pay the agreed total consideration that is equivalent to 521,861,057 Econet Shares, using 271,597,195 Treasury Shares that represent circa 50% of the purchase consideration (Shares Consideration) and the Cash Equivalent of 250,263,862 Econet shares will be calculated using the 30 Day VWAP of each Econet share to the period of date of payment (Cash Consideration).
ENCLOSED IN THIS CIRCULAR IS:
- THE NOTICE OF EXTRAORDINARY GENERAL MEETING in terms whereof notice is given that an Extraordinary General Meeting of the members of EcoCash Holdings Zimbabwe Limited will be held at the Registered Office of the Company at 1906 Liberation Legacy Way, Borrowdale, Harare on Wednesday, 17 April 2024 at 1100hrs for the purposes of transacting the business indicated in the detailed Notice set out in Annexure III of this circular. Attendance at the meeting may be electronic as detailed in the attached Notice.
- A fairness opinion on the related party transaction from the independent expert in accordance with the provisions of paragraph 268(ii)(f) of the ZSE Listings Requirements.
Shareholders are referred to paragraph 13 of Part A of this Circular, which outlines the Directors’ responsibility in regard to this Circular.
A copy of this Circular was lodged and approved by the ZSE.
Signed on Behalf of EcoCash Holdings Zimbabwe Board
(Signed on the original)
S. G. Shereni
Chairperson
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About EcoCash Holdings Zimbabwe
EcoCash Holdings Zimbabwe is a technology Group that leverages digital and financial technologies to build shared economies, drive financial inclusion and promote economic empowerment.
We envision a digitally connected future that leaves no Zimbabwean behind by providing innovative solutions that meet the needs of ordinary people.
Our values are integrity, service, responsibility and accountability.