ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
other than any such shares held before the offer by the offeror and its associate or associates: • the offeror may, within 60 days thereafter, notify the holders of the remaining target shares that the offer has been accepted, and the offeror wishes to acquire all remaining target shares; and • after giving such notice the offeror shall be entitled and bound to acquire all such remaining shares on the same terms that applied to shares whose hold - ers accepted the original offer. If an offer to acquire such remaining shares has not been accepted by all such offerees, the offeror may apply to the magistrates’ court having jurisdiction in the area where the takeover is being effected for an order authorising the offeror to give the notice again. The court shall issue such order if they find that: • the minimum number of acceptances required have been received; • the offeror, after making reasonable inquiries, has been unable to trace holders of any of the target shares to whom the notice has not been given; and • the court is satisfied that it is just and reasonable to make the order having regard, in particular, to the number of holders of target shares who have been traced and notified but who have not accept - ed the offer. 6.11 Irrevocable Commitments It is not common to obtain irrevocable commitments to tender or vote by principal shareholders of the tar - get company. Most acquisitions in Zimbabwe are not hostile, and it follows that the negotiations are usually carried out with the consent of the principal share - holders. Be that as it may, irrevocable commitments can be sought at any time and usually leave room for the principal shareholder to opt out if a better offer is made, and the bidder is not willing to match the better offer.
panies is usually a voluntary exercise. In respect of public companies, the 29th Schedule of the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019 requires that a preliminary announcement must be issued in the press at the ear - liest possible moment, not later than 48 hours after the offer, in the event of a takeover bid by a listed or unlisted company, or of a takeover bid being received by an issuer. There is no requirement to disclose the specific details of the bid. 7.2 Type of Disclosure Required The documents listed in Part XVII of the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019 must be submitted to the ZSE at the times specified in that Part for the issuance of shares in a business combination concerning public companies listed on the ZSE. This includes all documentation related to: • acquisitions; • all announcements other than abridged annual financial statements, interim reports and provi - sional reports; • applications for the listing of additional securities or amendments to listings or termination of listings; • reverse listings; • capitalisation issues; • changes of name; • conversion of securities; • debenture issues; • disposals; • explanatory statements; • constitutive documents or amendments thereof; • new classes of securities; • new listings; • notices of extraordinary general meetings; • pyramid companies or changes of control; • “rescue” operations; • rights and claw-back offers; • schemes of arrangement, reorganisation, restruc - turing or unbundling; • share incentive or option schemes, or amendments thereto; • “cash company” operations and reverse takeovers; • standby offers; • sub-divisions or consolidations of securities;
7. Disclosure 7.1 Making a Bid Public
Outside of filing the necessary documents with regula - tory authorities, the disclosure of bids by private com -
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