ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
4.5 Filing/Reporting Obligations In terms of Section 34, read with the Competition (Notification of Mergers) Regulations, mergers are notifiable where: • the merging parties’ combined annual turnover in or from Zimbabwe is valued at or more than USD1.2 million; or • the merging parties’ combined assets in the Zim - babwean party are valued at or more than USD1.2 million. The notification of a merger should be done within 30 days of the conclusion of the merger agreement between the merging parties or the acquisition by any one of the parties to that merger of a controlling inter - est in another. 4.6 Transparency Generally, a shareholder is not required to disclose the purpose of acquiring a company. However, the information may be required in certain instances – for example, in terms of Section 15 of the Capital Gains Tax Act (Chapter 23:01) – where capital gains tax is not payable on the transfer of specified assets between companies under the same control in the furtherance of a scheme of restructuring or similar arrangement. Thus, they will need to inform the tax regulator that the transfer of the specified assets are being done in furtherance of a scheme of restructuring or similar arrangement for one to benefit under the provision. When it comes to public companies, a person who intends, alone or together with one or more associ - ates, to acquire a control block of shares of a public company, must, no later than 30 days prior to the date of acquiring the control block, send written notice to the company stating such intention.
• compliance with exchange control regulations – stakebuilding transactions may be subject to exchange control regulations, which can impose restrictions on the repatriation of funds or the con - version of local currency; and • securities exchange requirements – listed compa - nies in Zimbabwe must comply with the require - ments of the Zimbabwe Stock Exchange (ZSE), which may include rules on stakebuilding, disclo - In Zimbabwe, dealing in derivatives is permissible, but it is subject to regulatory oversight and approval. The RBZ and the SECZ are the primary regulators of financial markets in Zimbabwe. The Securities and Exchange Act (Chapter 24:25) and the Reserve Bank of Zimbabwe Act (Chapter 22:15) provide the legal framework for derivatives trading in Zimbabwe. To engage in derivatives trading, market participants must do the following: • register with the SECZ – as a securities exchange, broker, or dealer; • obtain approval from the RBZ – for foreign exchange-related derivatives transactions; and • comply with regulatory requirements – including capital adequacy, risk management and reporting obligations. Permitted derivatives instruments in Zimbabwe include: • foreign exchange forwards and swaps; • interest rate swaps; • commodity derivatives (eg, agricultural commodi - ties); and sure and shareholder approval. 4.4 Dealings in Derivatives • index-based derivatives (eg, stock market indices). However, it is essential to note that Zimbabwe’s derivatives market is still developing, and the range of available instruments might be limited compared to more established markets.
5. Negotiation Phase 5.1 Requirement to Disclose a Deal
Outside of filing the necessary documents with the regulatory authorities, the disclosure of bids by private companies is usually a voluntary exercise. In respect of public companies, the 29th Schedule of the Securi - ties and Exchange (Zimbabwe Stock Exchange List -
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