ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
include adjustments to royalty rates and payment methods. Effective January 2025, royalty rates for various minerals have been revised, including increases for coal and quarry stones. Additionally, payment methods for royalties have been revised, with a portion of royalties for gold, diamonds and platinum required to be paid in physical miner - als. In February 2026, the Zimbabwe government banned the export of raw lithium in order to pro - mote beneficiation. • The RBZ issued consolidated Guidelines to Author - ised Dealers and their Clients on Foreign Exchange Transactions as Foreign Exchange Directive (FXD) Number 2/2025, consolidating earlier directives and aiming to provide clarity for trade and invest - ment-related forex transactions. For M&A, this reinforces the need to structure offshore funding, shareholder loans, and purchase price remittances with documentary completeness and authorised dealer engagement baked into the timetable. • Regionally, COMESA underwent a major overhaul via the COMESA Competition and Consumer Protection Regulations, 2025 and companion Rules (approved 4 December 2025), including a more expressly suspensory approach and a broadened toolkit for merger control (including digital transac - tion tools in the framework). For Zimbabwe-con - nected multi-jurisdictional deals (especially where parties operate across COMESA member states), this reform increases the need to model a parallel filing strategy and standstill risk alongside Zimba - bwe’s domestic CTC notification requirements. • The Zimbabwe Investment Development Agency (ZIDA) enhanced the investor experience by streamlining its processes, resulting in a more effi - cient and seamless licensing process. • A notable step in securities market regulation in 2025 was the Statutory Instrument 49 of 2025 – Securities and Exchange (Self‑Listings Rules for Exchanges) (Amendment) Rules, 2025 (No 1), which amends the self‑listing framework and empowers the securities regulator (the Securities and Exchange Commission of Zimbabwe – SECZ) to adopt exchange functions for the purposes of overseeing a self‑listing scenario (also see the sub - stantive comments on this hereinunder). • The government is now issuing title deeds to farmers who previously held offer letters. This is
expected to bring positive change to the agricul - tural sector as the title deeds provide farmers with bankable security to enable them to access financ - ing from financial institutions. 1.3 Key Industries Zimbabwe’s M&A landscape has experienced signifi - cant activity over the past 12 months, with notable shifts in sectoral focus. Key trends include the fol - lowing. • Mining sector: Gold and lithium mining continue to be the standout minerals in Zimbabwe, although there continues to be significant interest in its vast mineral endowment. Investment appetite continued to broaden across minerals and value chains, with heightened emphasis on fiscal compliance and the impact of tax/royalty reforms effective from Janu - ary 2025 informing transaction structuring, valua - tion and post-completion integration planning. • Energy sector: Deal activity remained driven by generation and infrastructure needs, including increased use of PPP models. A notable example is the Cabinet’s approval of a PPP arrangement involving the rehabilitation of Hwange Power Sta - tion units 1–6 under a rehabilitate–operate–transfer model, evidencing continued movement towards private participation in strategic infrastructure. • Agricultural sector: Transactions and investment are expected to continue, particularly in light of positive steps taken by the government with respect to tenure reform initiatives. Although a cautionary approach must be taken in making investment decisions, the issuance of title deeds is expected to enhance the bankability of agricul - tural assets, supporting financing-led expansion, consolidation and longer-term capital investment in agribusiness. • Manufacturing and retail: Activity in these sectors has remained steady, providing a stable foundation for the country’s economy. Notable deals in this sector include: (a) Yokama Investments’ acquisition of Clover Leaf Panel Beaters (manufacturing); (b) Consolidated Building and Mining Trading (CBM) Ltd’s purchase of Jojo Zimbabwe’s as - sets (manufacturing); and (c) AIIH Ltd’s acquisition of Joseph Investments
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