ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
Scanlen & Holderness 13th Floor CABS Centre 74 Jason Moyo Avenue Harare Zimbabwe Tel: +263 242 702 561 8 Fax: +263 242 702 569 Email: gapug@scanlen.co.zw Web: www.scanlenandholderness.com
1. Trends 1.1 M&A Market
Montclair (Pvt) Ltd by Rainbow Tourism Group Ltd. • A total of 18 transactions were received, with four being local acquisitions, whilst the remaining 14 transactions were notified through the Common Market for Eastern and Southern Africa (COMESA) Competition Commission. In the second quarter of 2025 (Q2), the Competition and Tariff Commission (CTC) received eight local merger notifications, and it also provided the information necessary for the assessment of five mergers notified through the COMESA Competition Commission. The Q3 report is not yet available. • A significant corporate‑law development in M&A diligence is the Statutory Instrument 108 of 2025 – Companies and Other Business Entities (Re‑Registration) Regulations, 2025. This instru - ment mandates re-registration of companies and private business corporations registered before the implementation of the electronic registry system and fixes 20 April 2026 as the compliance dead - line. Failure to re‑register by the deadline triggers automatic deregistration and removal from the offi - cial register, which elevates entity‑status verifica - tion from a routine conditions precedent (CP) to a potential deal‑breaker (particularly for targets with legacy registration histories, incomplete annual returns, or dormant filings). • Zimbabwe has introduced various policies and laws aimed at resource nationalism. Across all sec - tors, exporters are required to convert 30% of their foreign earnings into local currency at a rate deter - mined by the Reserve Bank of Zimbabwe (RBZ). Specifically, in the mining sector, recent changes
The M&A market in Zimbabwe remained active over the past 12 months, with deal-making continuing despite a complex operating environment character - ised by currency and foreign exchange policy calibra - tion, increased regulatory scrutiny and sector-specific policy interventions. At the same time, policy meas - ures aimed at formalising and improving the invest - ment climate – including continued investment facili - tation reforms and the ongoing digitisation of licensing processes – have and are expected to continue sup - porting transaction momentum, especially in medium- scale investments and restructurings. The key industries experiencing significant M&A activ - ity continue to be mining, energy, agriculture and manufacturing. The tourism and real estate sectors have also experienced some deal-making, and this is expected to continue in 2026. 1.2 Key Trends Some of the top trends in Zimbabwe during the last year follow. • In Q1 of 2025, the Competition and Tariff Commis - sion reviewed several transactions, including: (a) the acquisition of 60% shares in Kensys Invest - ment (Pvt) Ltd by Deux Rivieres Holding SA; (b) the acquisition of the business and assets of Tongaat Hullet Limited by Vision Investments 155 Proprietary Limited; and (c) the acquisition of the entire shareholding of
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