THE Zimbabwe Stock Exchange (ZSE) has approved the transfer of 15% shareholding in Barclays Bank Zimbabwe to an employee share ownership scheme as the take-over of one of the country’s iconic banking institutions concludes.
By Bernard Mpofu
On May 30, Barclays Bank Plc, which held 67,8% shareholding in the local unit, signed a binding sale and purchase agreement with FMB Capital Holdings for the sale of Barclays’ majority interest in Afcarme, which controlled the local unit.
The transaction is structured in three phases — transfer to trust, initial Afcarme transaction and subsequent Afcarme transaction.
According to a circular to shareholders seen by the Zimbabwe Independent, the takeover had received all regulatory approval. However, what is now outstanding is the mandatory offer to minorities which will effectively seal the deal.
“Afcarme has transferred with the approval of the ZSE, a 15% interest in BBZ to a newly established One Thousand Nine Hundred and Twelve Trust (1912) Employee Share Ownership Trust (1912 ESOT), for the benefit of all the current and future employees of BBZ. This was executed by way of a transfer of existing BBZ shares from Afcarme to the trust as an irrevocable donation (nil consideration). The minority listing, comprising the ZSE free float, is unaffected. Following completion of the transfer, Afcarme holds 52,68% of the issued share capital in BBZ,” the circular reads in part.
“On 10 October 2017, Barclays sold 8% of Afcarme to FMBCH in a private share transfer. Barclays will retain a 19% in Afcarme for a period of up to three years. This will give FMBCH an effective 42,7% and Barclays an effective 10% ‘look through’ ownership in BBZ.”
Barclays Bank Zimbabwe was established in 1912, and has operated in the country continuously since then, making it a landmark feature on the local financial services landscape.
The bank, listed on the ZSE, has over 1 000 employees and a countrywide network of 38 branches in main urban areas.
“The ZSE has directed that a compulsory offer to minorities will be subject to further regulatory approvals and further announcements will be in due course to that regard in compliance with the relevant applicable laws. All other regulatory clearances have been given by the appropriate authorities as required by law,” the circular reads.