‘Van Hoogstraten must show evidence of shareholding’

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Golden Sibanda
Regulatory authorities have insisted that British business mogul Nick Van Hoogstraten prove his CFI shareholding has exceeded the 35 percent threshold that would require him to make a mandatory offer to minorities of the agro-industrial concern.

While he has made claims his interest in the group has grown beyond the 35 percent threshold for mandatory offer, regulators say there is no clear picture to support the shareholding claims, at least in terms of the share register.

The business tycoon is currently locked up in a bruising power struggle with the National Social Security Authority (NSSA) and its associate in CFI Holdings, Zimre Holdings, for the control of the Zimbabwe Stock Exchange listed agro-industrial concern.

Earlier, Van Hoogstraten made spirited manoeuvres to scuttle NSSA and Zimre’s 22 cents offer to the minority shareholders by making a higher, but informal offer to the same minorities of 42 cents per share.

Regulators say he must now formalise his attractive offer made in the newspapers.

As a result, the mandatory offer to minority shareholders by Stalap Investments, which closed on August 4, 2017 found no takers with the agro-industrial firm’s share price having skyrocketed on spirited buying by Messina Investments, the investment vehicle used by Van Hoogstraten.

At the close of Stalap’s offer to minorities, CFI’s share price had reached 54 cents.

The business tycoon, who has clashed many times with NSSA in other listed investments, has rabidly fought to block attempts by NSSA and its associates to control CFI alleging rampant corruption by their proxies on the board, especially regarding disposal of the company’s Langford Estates.

NSSA sold its entire shareholding in CFI to Stalap, previously wholly owned by by Zimre in February this year, which now trails van Messina Investments, according to the British businessman, with a 41,3 percent shareholding. NSSA and Zimre have joined forces in Stalap to control CFI.

NSSA and Zimre Holdings want to create a block of shares to enable them to control CFI.

Although the businessman claims his interests in the group stand at 45 percent, the regulators remain unclear how his entire stake adds up to this threshold.

Zimbabwe Stock Exchange acting chief executive Martin Matanda, said they had demanded for Van Hoogstraten and his associates to declare and prove that their respective and combined shareholding in the agro-industrial concern warranted an offer to minorities.

Matanda said Messina and its unidentified partners should prove that they control more than 35 percent of the agro-focused group’s shareholding.

ZSE listing rules require a shareholder who amasses 35 percent stake in a listed company to make a mandatory offer to minorities.

“If you look at the share register you see that the shareholding is fragmented. If his shareholding and that of his partners he is acting together with exceed 35 percent, they need to be identified to make the offer,” Matanda said. “Messina’s partners need to be declared and identified.”

“If you look at the manoeuvres he (Van Hoogstraten) has made, it is clear he wants to acquire the minority shares. The difference (with Stalap’s offer) is how this should be done in terms of rules and procedures to be followed.”

Capital markets regulator, Securities and Exchange Commission of Zimbabwe chief executive Tafadzwa Chinamo, also said Van Hoogstraten, through his Messina Investments, were ordered to prove their interests in CFI before being allowed to make their mandatory offer.

The tiff between NSSA and van Hoogstraten, through his investment vehicle Messina, was touched off by concerns the later raised over the $18 million land deal concluded between CFI and Fidelity Life Assurance last year, a value the Van Hoogstraten contends was grossly discounted.

In any event, Messina Investments argued, the ZSE market price of CFI share was considerably higher than the offer price of 22 cents from Stalap.

 

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