ZB board tussles claim scalps

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ZB Financial Holdings key shareholder Nicholas Vingirai

Banker Nicholas Vingirai has taken control of the ZB Financial Holdings (ZBFH) Ltd board of directors amid indications that four independent directors called it quits soon after the businessman and two of his appointees landed seats on the board about two months ago.

By Chris Muronzi

Comeback kid ... Nicholas Vingirai

Comeback kid… Nicholas Vingirai

This comes after Vingirai reclaimed 26% of the financial services group’s total issued share capital.

According to people close to the developments, Transnational Holdings Ltd (THL), Vingirai’s investment vehicle, seconded people to the board of ZBFH about two months ago. Vingirai, Mike Mahachi and Zororo Muranda are now representing the interest of THL on the board.

Peter Nyoni is currently acting chairperson of the group. Another board member, Tunde Akareli, is said to have been appointed three or four months ago before THL moved in.

Sources told businessdigest this week that independent directors on the board stepped down en masse immediately after the board changes.

The board members who are said to have quit are former chairman Thamsanqa Mpofu, Eria Hamandishe, Tendai Chirisa, Tendai Mafunda and Elliot Munemo.

Mahachi is a property developer while Muranda is a professor and dean at the School of Entrepreneurship and Business Sciences at Chinhoyi University of Technology.

The entry of the trio means the number of members is now only seven after the resignation of non-executive directors.
Group CE Ron Mutandagayi and finance director Fanuel Kapanje are executive directors. The entry of Vingirai, Mahachi and Muranda on the board is set to steer the ship in a new direction.

Sources said THL feels that there is a need to safeguard its ZBFH investment.

“Transnational nominees were seconded to the board. Acting chairperson is Peter Nyoni.

“THL is a 26% shareholder and is working with other shareholders to protect the investment and ensure continuity. All the other independent directors resigned from the board. I think Tunde Akareli has been there for three to four months. He was there before THL moved in. THL, from my reading of things, wants to be careful in terms of management changes,” a source said.

Should there be management changes at ZBFH, it will be properly managed, a source said, adding this could be done in the next 12 to 24 months.

ZBFH corporate group services head Shadowsight Chiganze confirmed the changes to the board adding that Nyoni and Akareli are representing the National Social Security Authority on the board. He said Vingirai, Muranda and Mahachi were appointed to the board on August 5. Chiganze said Mpofu and Chirisa resigned on October 6 while Munemo resigned on October 10 with Hamandishe resigning on October 19.

THL became the second largest shareholder in the group after the National Social Security Authority at 37,79% shareholding.

ZBFH wholly owns ZB Bank Limited, ZB Reinsurance Limited, ZB Transfer Secretaries, ZB Capital and ZB Associated Services. It has a 75,33% stake in ZB Building Society and 64% shareholding in ZB Life Assurance. It also has interests in Mashonaland Holdings, Credit Insurance Zimbabwe and Cell Holdings Intermarket Holdings Ltd was acquired by ZB FH in a debt-to-equity swap in 2006.

Vingirai is alleged to have fled the country at the height of former central bank chief Gideon Gono’s crusade to rid the sector of “errant bankers”. This resulted in a number of bankers leaving the country. The externalisation charges were later withdrawn by the authorities.

THL has been battling to retain its assets for the past decade and the latest development brings to an end one of the longest corporate fights since independence.

Vingirai is a banker of repute and was instrumental in the setting up of financial institutions in Zimbabwe, Zambia, Ghana and Nigeria, among others.

Under the Commonwealth secretariat’s general technical assistance programme for Ghana, Vingirai was technical advisor to Consolidated Discount House Ltd, the first discount house in Ghana from 1986 to 1990. He chairs the Ghanaian Discount House. Vingirai was also advisor to First Securities Discount House Ltd, the first discount house in Nigeria between 1995 and 2000.

In 2013, High Court judge Justice Susan Mavangira ruled in Vingirai’s favour, removing a caveat which covered most properties owned by the business. Efforts to reach Vingirai were fruitless at the time of going to print as he was said to be out of office. He had not returned calls at the time of going to print.

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