ZIMBABWE Law and Practice Contributed by: George Gapu, Fidelis Manyuchi and Tapiwa John Chivanga, Scanlen & Holderness
• the names and addresses of the merging enter - prises; • the person authorised to submit the application; • the person to whom, and the address where, the commission can send correspondence; • a brief description of the nature of the merger for which authorisation is being sought; • a brief description of the steps taken to publicise the proposal, if any; • details of share acquisitions and changes in direc - torships; • details of the ownership and control of the merging enterprises before and after the merger; • details of any enterprise that will cease to exist; • details of all financial information of the merging entities; • details of the timing; • details of the plans and motives; • details of the market covered by the merging enti - ties; • details of the market to be covered by the merged entities; • all the transaction documents; and • details of any shareholder agreements. Lastly, in accordance with the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019, the ZSE may require a company to dis - close to it, within a period specified by the ZSE, such information at the company’s disposal as the ZSE may determine. It may also require a company to publish or disseminate any further information not specified in the rules, in such form and within such period as it considers appropriate. In respect of mergers and takeovers, an announce - ment or a cautionary announcement concerning a possible takeover or merger transaction is to be submitted to the ZSE for approval, and a copy of the announcement must simultaneously be sent to the applicable regulatory authorities. The detailed require - ments relating to takeovers and mergers are provided for in the 29th Schedule of the Listing Rules. The 29th Schedule requires that a preliminary announcement must be issued in the press at the earliest possible moment, not later than 48 hours after the offer, in the event of a takeover bid by a listed or unlisted compa - ny, or of a takeover bid being received by an issuer. In
this announcement, the following information should be included: • the name of the company or party making the bid; • the name of the offeree company; • the price or method of payment; • the percentage of shares for which the offer is being made; and • the date of expiry of the offer.
8. Duties of Directors 8.1 Principal Directors’ Duties
The principal directors’ duties in a business combi - nation are prescribed by both common law and the statute. In a business combination, the directors owe their duties not only to shareholders but to all stake- holders of the company. Section 195 (4) and (5) of the Companies and Other Business Entities Act (Chapter 24:31) provides that each and every director, in discharging their duties, must exercise independent judgement and must act within the powers of the company in a way that he or she considers, in good faith, to promote the success of the company for the benefit of shareholders as a whole. To discharge this duty, in a business combina - tion, every director must have regard to, among other things: • the long-term consequences of any decision; • the interests of the company’s employees; • the need to foster the company’s relationships with suppliers, customers and others; • the impact of the company’s operations on the community and the environment; • the desirability of the company maintaining a repu - tation for high standards of business conduct; and • the need to act fairly towards all shareholders of the company. 8.2 Special or Ad Hoc Committees It is common for boards of directors to establish spe - cial or ad hoc committees in business combinations. These committees are usually used to develop ideas, solve problems, make decisions or perform various tasks. For example, in a business combination, an ad
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