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Innscor Africa : 2023-01-25 Innscor VFEX Listing Circular –

VFEX Listing Circular

Our passion for value creation

(Innscor Africa Limited, incorporated in Zimbabwe in 1994 under Company Registration Number 3867/94)




Relating to and seeking approvals for:

The Termination of Innscor Africa Limited’s listing from the Zimbabwe Stock Exchange and the Subsequent Listing by Introduction of Innscor Africa Limited on the Victoria Falls Stock Exchange (“The Proposed Transaction”)

and incorporating


Notice of an Extraordinary General Meeting of the members of Innscor Africa Limited (“Innscor”), to be held physically at the Royal Harare Golf Club situated at 5th Street Extension, Harare, Zimbabwe and virtually by electronic means, on Wednesday, 15 February 2023, at 1000 hours. The notice was published on Wednesday, 25 January 2023 in accordance with the Listings Requirements of the Zimbabwe Stock Exchange (“ZSE”) and the Companies and Other Business Entities Act (Chapter 24:31) of Zimbabwe, as set out at the end of this Document. Shareholders are asked to complete and return the attached form of proxy in accordance with the instructions printed thereon, as soon as possible, but not later than 1600 hours, on Monday,

13 February 2023. Electronic copies can be downloaded from

Financial Advisors

Sponsoring Brokers

Legal Advisors

Transfer Secretaries

This Circular is neither a prospectus nor an invitation to the public to subscribe for shares in the Company but is issued in compliance with the Listings Requirements of the ZSE, for the purpose of giving information to the public regarding the Proposed Transaction as more fully set out in this Circular. The Circular is only available in English. Additional copies of this Circular may be obtained from the Company Secretary at 1 Ranelagh Road, Highlands, Harare or IH Securities Private Limited situated at Block 3, Tunsgate Business Park, 30 Tunsgate Road, Mount Pleasant, Harare. Electronic copies can be accessed online via the Company’s website:

If you are in any doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors. If you no longer hold any shares in Innscor, you should send this Circular, as soon as possible, to the stockbroker, bank or other agents through whom the sale of your shareholding in Innscor was executed, for onward delivery to the purchaser or transferee of your shares.

All the Directors of Innscor, whose names are given in paragraph 3.2 of the Circular, collectively and individually, accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in the Circular false or misleading, and that they have made all reasonable enquiries to ascertain such material facts and that this Circular contains all information required by law.

The Directors confirm that the Circular particulars include all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) that investors and their professional advisors would reasonably require and reasonably expect to find for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer and of the rights attaching to the securities to which the Listing particulars relate.

The Company’s lead financial advisors, sponsoring broker, legal advisors and transfer secretaries have consented in writing to act in the capacity stated and to their names being stated in the Circular and have not withdrawn their consents prior to the publication of this Circular.

Date of issue of this document: Wednesday, 25 January 2023

Innscor Africa Limited Listing Circular

Table of


Corporate Information


Forward-Looking Statements


Interpretation and Definitions


Salient Features of the Proposed Transactions


Chairman’s Statement



Overview of The Proposed Transaction


Overview of Innscor Africa Limited


Corporate Governance


Capital Commitments and Contingent Liabilities


Material Contracts


Litigation Statement


Share Information


Experts’ Consents


Regulatory Issues


Documents and Consents Available for Inspection


Directors’ Responsibility Statement



Appendix I – Independent Auditor’s Report to the


Shareholders of Innscor Africa Limited (2022)

Appendix II – Independent Auditor’s Report to the


Members of Innscor Africa Limited (2021)

Appendix III – Independent Auditor’s Report to the


Members of Innscor Africa Limited (2020)

Appendix IV – Innscor Africa Limited Historic Financial Statements


Appendix V – Notice of Extraordinary General Meeting


Appendix VI – Form of Proxy



The information below is given in compliance with the requirements of the Zimbabwe Stock Exchange.

Registered Office

Edward Building

1st Street/Nelson Mandela Avenue, Harare

Company Secretary

A.D. Lorimer

& Physical Address

1 Ranelagh Road

Highlands, Harare

Innscor derives professional services from the following:

Financial Advisors

Inter-Horizon Advisory (Private) Limited

Block 3, Tunsgate Business Park

30 Tunsgate Road, Mount Pleasant, Harare

Sponsoring Broker

Inter-Horizon Securities (Private) Limited

Block 3, Tunsgate Business Park

30 Tunsgate Road, Mount Pleasant, Harare

Legal Advisors

Kantor and Immerman

Dube, Manikai and Hwacha

Gill, Godlonton & Gerrans

Independent Auditors &

BDO Zimbabwe Chartered Accountants

Reporting Accountants

Kudenga House, 3 Baines Avenue, Harare

Transfer Secretaries

Corpserve Registrars (Private) Limited

2nd Floor ZB Centre

Corner 1st & Kwame Nkrumah Avenue


Principal Bankers


First Capital Bank Zimbabwe

Hurudza House

Barclay House, Corner First Street &

14-16 Nelson Mandela Avenue

Jason Moyo Avenue, Harare


Banc ABC

Nedbank Zimbabwe

1 Endeavour Crescent

14th Floor, Old Mutual Centre

Mount Pleasant Business Park

Corner 3rd Street & Jason Moyo Avenue

Mount Pleasant, Harare



NMB Bank Limited

Northern Close

19207 Liberation Legacy Way

Northridge Park

Borrowdale, Harare

Highlands, Harare

CBZ Bank


5 Campbell Road

6th Floor, Causeway Building


Corner 3rd Street and

Borrowdale, Harare

Central Avenue, Harare

Ecobank Zimbabwe

Stanbic Bank Zimbabwe

Block A, Sam Levy’s Office Park

59 Samora Machel Avenue,

2 Piers Road


Borrowdale, Harare

FBC Bank Zimbabwe

Steward Bank

6th Floor, FBC Centre

Livingstone House

45 Nelson Mandela Avenue,

79 Livingstone Avenue, Harare


Standard Chartered Bank Zimbabwe

2nd Floor, Mutual Centre,


Innscor Africa Limited Listing Circular


This Circular includes forward-looking statements regarding Innscor. Forward-looking statements are those other than statements of historical facts included in this Circular. They include, without limitation, those regarding Innscor’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Innscor’s products and services). Any statements preceded by, followed by, or including the words “believes”, “expects”, “aims”, “estimates”, “anticipates”, “may”, “will”, “should”, “could”, “intends”, “plans”, “seeks”, or similar expressions, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause Innscor’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are inherently based on numerous assumptions regarding Innscor’s present and future business strategies and the environment in which Innscor will operate in the future. These forward-looking statements speak only as at the date of this Circular. The Directors of Innscor expressly disclaim any obligation or undertaking to disseminate, after the distribution of this Document, any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions, or circumstances on which any such forward-looking statement is based unless legally required to do so.


In this document, unless otherwise stated or the context otherwise requires, the words in the first column have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa and words importing natural persons shall include juristic persons, whether corporate or incorporate and vice versa.

“Board” or “the Directors”


Board of Directors of Innscor;


Any person or company registered as a member with the ZSE and authorised to buy and sell shares

and other securities on behalf of customers;


Central Business District;

“Circular” or “the Document”

This document dated Wednesday, 25 January 2023, including the appendices hereto, addressed to

Innscor Shareholders which sets out the terms and conditions of the Proposed Transaction;

“Companies Act”


Companies and Other Business Entities Act (Chapter 24:31);

“Conditions Precedent” or “Delisting


Conditions Precedent to which the delisting and the listing by introduction is subject as set out

Conditions Precedent”

in paragraph 1.2;


Extraordinary General Meeting of Innscor Shareholders convened in terms of the Companies Act,

at which Innscor Shareholders will vote on the Proposed Transaction, to be held at 1000 hours

on Wednesday, 15 February 2023, physically at the Royal Harare Golf Club situated at 5th Street

Extension, Harare, Zimbabwe, and virtually by electronic means via the link, “https://escrowagm.


“Exchange Control Regulations”


Exchange Control Regulations promulgated under the Exchange Control Act [Chapter 22:05],

including and without limitation, the Exchange Control Regulations, Statutory Instrument 109 of

1996, as amended;

“Form of Proxy”

The Form of Proxy accompanying this Circular;


International Accounting Standards;


International Financial Reporting Standards;

“IH Advisory”

IH Advisory (Private) Limited, a licenced securities investment advisor with the Securities and

Exchange Commission of Zimbabwe, and the financial advisors to the Proposed Transaction;

“Innscor Africa Limited”, “Innscor”, “the

Innscor Africa Limited, a Public Company incorporated in Zimbabwe in 1994 under Company

Company”, or “the Group”

Registration Number 3867/94 and listed on the ZSE;

“Listing by introduction”

Listing by introduction is a way of listing, on an exchange, shares which would already be in issue on

an existing exchange. No marketing arrangement is required as the shares for which listing is sought

are already widely held;

“Legal Advisors”

Kantor and Immerman, the legal advisors to the Proposed Transaction;


Master of Business Administration degree;

Innscor Africa Limited Listing Circular




notice of the Extraordinary General Meeting, which was published in terms of the Companies

Act on Wednesday, 25 January 2023, advising Innscor Shareholders of the Proposed Transaction and

which forms part of this Circular;


Organisation for Economic Co-operation and Development;

“Proposed Transaction”

The delisting of Innscor Shares from the Zimbabwe Stock Exchange and the simultaneous admission

of the Company’s shares on the Victoria Falls Stock Exchange;


Reserve Bank of Zimbabwe;

“Record Date”

Friday, 10 February 2023, the date for Shareholders to be recorded in the Register eligible to vote at

the EGM, scheduled at 1600 hours;


The register of Shareholders of the Company maintained by the Transfer Secretaries, and the sub-

register of nominee Shareholders maintained by each Broker;



Registrar of Companies appointed in terms of the Companies and Other Business Entities Act;

“Reporting Accountants”

Refers to BDO Zimbabwe Chartered Accountants who are the reporting accountants to the



A proposal submitted to Shareholders for a vote at the Company’s annual meeting or extra-ordinary

meeting of members;



holder(s) of ordinary shares of Innscor;

“Shares” or “Security”

The issued and/or authorized share capital of Innscor;


Statutory Instrument;

“Sponsoring Broker”

IH Securities (Private) Limited, the sponsoring broker for the Proposed Transaction and a member

of the Zimbabwe Stock Exchange;

“Transfer Secretaries”

Corpserve Registrars (Private) Limited who provide share transfer secretarial services to Innscor;

“USD” or “US$”

United States Dollars: the legal tender of the United States of America in which certain monetary

amounts in this Circular are expressed;


Victoria Falls Stock Exchange, a subsidiary of the Zimbabwe Stock Exchange (“ZSE”);

“VFEX listing requirements”

The listing requirements of the VFEX;



Republic of Zimbabwe;



Zimbabwe Stock Exchange, a stock exchange that is established in terms of the Securities and

Exchange Act of 2004 (Chapter 24:25) and regulates the conduct of companies whose shares are

listed on the Official List and traded on the Zimbabwe Stock Exchange;

“ZSE listing requirements”

The Listings Requirements of the ZSE, embodied in SI 134 of 2019;

“ZWL” or “ZW$”


Zimbabwean Dollar; legal tender in Zimbabwe;


Overview of the Proposed Transaction

At the Board meeting held on Friday, 9 December 2022, the Board of Directors of Innscor considered the termination of Innscor’s ZSE Listing and simultaneous listing of the Company’s shares on the VFEX by way of Introduction.

Benefits of the Proposed Transaction

The benefits of the Proposed Transaction include, but are not limited to, the following:

  • Revenue retention on incremental exports;
  • Enhancement of regional prospects and potential mergers and acquisitions with own equity;
  • Raising of additional capital in foreign currency;
  • Dividends payments in US$;
  • Improved pathway to access US$ banking and treasury facilities;
  • Improved options for capital planning; and
  • Lower trading costs on the VFEX of 2.12%, versus 4.63% on the ZSE.

In the event that the Proposed Transaction does not take place, then Innscor will remain listed on the ZSE, and the benefits previously outlined above will not be available to the Company or its Shareholders.

Timetable for the Proposed Transaction

Important Dates

Innscor EGM Notice and Circular published

Wednesday, 25 January 2023

Record Date, Innscor share register closed (at 1600 hours)

Friday, 10 February 2023

Last day of lodging Proxy Forms (at 1600 hours)

Monday, 13 February 2023

EGM (at 1000 hours)

Wednesday, 15 February 2023

Publication of Results of Innscor EGM

Thursday, 16 February 2023

Last day of trading Innscor Shares on the ZSE

Friday, 17 February 2023

Termination of Innscor ZSE Listing

Thursday, 23 February 2023

Transfer of Innscor share register from the ZSE to the VFEX

Thursday, 23 February 2023

Estimated Completion of Innscor’s VFEX Listing

Friday, 24 February 2023

The above dates may be subject to change, and any such change will be published to Shareholders. All times indicated above and elsewhere in the Circular are Zimbabwean local times.


If you have any questions about this Document, please contact your stockbroker, accountant, banker, legal practitioner, or other professional advisors. Alternatively, please contact IH Advisory or IH Securities (whose details are given below):

IH Advisory (Private) Limited

IH Securities (Private) Limited

Block 3

Block 3

Tunsgate Business Park

Tunsgate Business Park

30 Tunsgate Road

30 Tunsgate Road

Mount Pleasant

Mount Pleasant







Tel: +263 (0) 242 745119/745139/745937

Tel: +263 (0) 242 2796477/86

This is an excerpt of the original content. To continue reading it, access the original document here.



Innscor Africa Limited published this content on 25 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 January 2023 04:56:05 UTC.

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Zimbabwe Parliament Enacts Law Critics Say Paralyzes NGO Freedoms – Voice of America – VOA News

Jeers filled the air when lawmakers of the ruling ZANU-PF party celebrated after the Private Voluntary Organizations Amendment Bill, which regulates non-governmental organizations, passed in Zimbabwe’s Senate late Wednesday.

The legislation, which still awaits President Emmerson Mnangagwa’s signature, makes it a criminal offense for NGOs to support or oppose political parties or candidates in any election.

Supporters say the legislation is designed to curb financing for terrorism and money laundering in Zimbabwe. Ziyambi Ziyambi, Zimbabwe’s justice minister, told Parliament after the bill passed that law-abiding NGOs have nothing to fear.

“All we are saying is: if you come and you say you want to assist – in quotes – water sanitation, you have not any business in getting into political lobbying,” he said. “So, we are saying: we want to follow the money where it is going. So, we believe that this is a progressive piece of legislation.”

But opposition lawmakers and human rights activists don’t see it that way.

Musa Kika, a human rights lawyer who heads the Zimbabwe Human Rights NGO Forum, said the law infringes on Zimbabweans’ basic rights.

“Our position is this law is unconstitutional,” he said. “It violates freedom of association. It violates citizens’ rights to organize and self-organize in spaces outside the state. So that’s our position that this law cannot and will not stand constitutional scrutiny by an independent and any competent court.”

Kika said the process to enact the bill had been driven by the president’s office, and that parliament ignored Zimbabweans’ objections during public hearings on the proposed legislation.

“And the consequences for our country are going to be dire,” he said. “From a social protection point of view, from [a] diminished accountability point of view, even economic fortunes given that development support in Zimbabwe was contributing annually almost $1 billion. We are going to see a significant reduction in those that find Zimbabwe being a safe space for them to bring their development support.”

Kika said the NGOs in Zimbabwe are now at the “mercy” of the government.

During the debate in Parliament, a member of the opposition, Morgen Komichi, said the new law would result in only the government’s voice being heard.

“In a democracy, there should be different voices,” he said. “People should air their views. They should converge, discuss and plan their things. In last 42 years, Zimbabwe hasn’t seen an organization which is a threat to government. Please do not enact this law….”

Meanwhile, a top local official of the U.S. Agency for International Development (USAID) – one of Zimbabwe’s major financiers – said the legislation could have major consequences. Priscilla Sampil, acting director of USAID Zimbabwe, told a local newspaper this week that the agency’s programs with local NGOs will be severely affected if President Mnangagwa signs the bill into law.

USAID has provided $4.5 billion in support to Zimbabwe since 1980 for water and
sanitation, HIV/AIDS and other health-related issues.

The agency declined to comment to VOA for this story.

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Chibaya raises a stink in Parliament after saying Chamisa is … – The Zimbabwe Mail

Amos Chibaya

Zimbabwe opposition legislator Amos Chibaya yesterday raised a stink in Parliament after he interjected that Nelson Chamisa was the President of Zimbabwe.

When asked to withdraw that statement he said he had said Chamisa was president of Citizens Coalition for Change Zimbabwe.

His colleague Settlement Chikwinya said Chibaya had said Chamisa is president of the Zimbabwe Citizens Coalition for Change.

Deputy Speaker Tsitsi Gezi said she would have to check with Hansard, the Parliamentary record, what Chibaya had actually said.

Chibaya interjected when Perseveriance Zhou was debating Zimbabwe President Emerson Mnangagwa’s State of the Nation Address.

Full debate

HON. P. ZHOU: I think so. – [HON. CHIBAYA: President of Zimbabwe Nelson Chamisa] – [HON. MEMBERS: Aaaah!] – [HON. T. MOYO: Zviroto zvako izvo.]  – [HON. MEMBERS: Inaudible interjections.] – [HON. MATHE: Withdraw that.] – [HON. MEMBERS: Inaudible interjections.] –

THE HON. DEPUTY SPEAKER:  Hon. Zhou, please go ahead.

HON. P. ZHOU: Thank you Madam Speaker Ma’am – [HON. MEMBERS: Inaudible interjections.] –

HON. TOGAREPI: On a point of order Madam Speaker.  I think the Hon. Member must withdraw the statement that Chamisa is the President of Zimbabwe.

THE HON. DEPUTY SPEAKER:  Who said that?  He must withdraw because that is a

misleading statement. – [HON. MEMBERS: Inaudible interjections.] – Order, may we please have order in the House.  Who said Chamisa is the President of Zimbabwe – [AN HON. MEMBER: Hon. Chibaya!] –

Hon. Chibaya, please…

Hon. Chikwinya having stood up

THE HON. DEPUTY SPEAKER:  Hon. Chikwinya, I did not recognise you. Please may you take your seat?

HON. CHIKWINYA: Handiti zvanzi tiite withdraw.

THE HON. DEPUTY SPEAKER:  No. Are you the one who said that?

HON. CHIKWINYA:  We want to withdraw.

THE HON. DEPUTY SPEAKER:  Are you the one who said that statement – [HON. MEMBERS: Inaudible interjections.] –

HON. CHIKWINYA:  Haana kunzwa zvakanaka. Hanzi President Chamisa is the President of Zimbabwe Citizen Coalition for Change.  Haana kunzwa the last part – [HON. MEMBERS: Inaudible interjections.] –

THE HON. DEPUTY SPEAKER:  Hon. Chibaya, please may you withdraw your statement – [HON. MEMBERS: Inaudible interjections.] –

An Hon. Member having stood to raise a point of order.

THE HON. DEPUTY SPEAKER:  Please sit down.  You cannot raise a point of order on top of another one. Hon. Chibaya, withdraw your statement.

HON. CHIBAYA:  Hon. Speaker, I do not know what you want me to withdraw.  It is true that President Chamisa is the President of Zimbabwe Citizen Coalition for Change – [HON. MEMBERS: Inaudible interjections.] –

THE HON. DEPUTY SPEAKER:  What has that got to do with the business of this House? – [HON. MEMBERS: Inaudible interjections.] – If you continue behaving in that manner, I will send you out Hon. Members.  You are disrupting the smooth running of the business of this House – [HON. MEMBERS: Inaudible interjections.] – I am giving you the last warning.

HON. T. MOYO:  On a point of order, Hon. Chibaya said Chamisa is the President of Zimbabwe. That has to be withdrawn – [HON. MEMBERS: Inaudible interjections.] –   The overzealous member said Chamisa is the President of Zimbabwe and that has to be withdrawn.

THE HON. DEPUTY SPEAKER: Hon. Chibaya, may you be honourable and withdraw your statement?  Why are you misleading the people?  Hon. Chibaya withdraw your statement!  Hon. Chibaya withdraw your statement! – [HON. MEMBERS: Inaudible interjections.] –

Hon. Gonese having stood to raise a point of order.

THE HON. DEPUTY SPEAKER:  Hon. Gonese, take your seat.

HON. GONESE:  I have not spoken.

THE HON. DEPUTY SPEAKER:  I have not recognised you.  Please take your seat.

HON. GONESE:  I just stood up.  I think it is allowed to stand up Madam Speaker – [HON. MEMBERS: Inaudible interjections.] –

THE HON. DEPUTY SPEAKER:  Why are you standing Hon. Gonese?

HON. GONESE:  I want to raise a point of order …

THE HON. DEPUTY SPEAKER:  No, why are you disrupting the smooth running of this motion? Please take a seat.

HON. GONESE:  It is not that Madam Speaker.  I just stood up and I did not say anything.

THE HON. DEPUTY SPEAKER: Take your seat Hon. Gonese.

Hon. Chibaya withdraw your statement.

HON. CHIBAYA:  Hon. Speaker, I do not know what you want me to withdraw I said the President of CCC Zimbabwe Nelson Chamisa.  What is wrong with that?

THE HON. DEPUTY SPEAKER: That is not what you said Hon. Chibaya.

HON. CHIBAYA: That is what I said and I can replay it.  I do not know where the anger is coming from, I do not know why my Central Committee Member is getting angry. – [HON. MEMBERS: Inaudible interjections.] –

THE HON. DEPUTY SPEAKER: Order! Anyway Hon. Members, we will check in the Hansard.  You may continue Hon. Zhou.

Source: InsiderZim

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Zimbabwe’s Central Bank Cut Its Benchmark Interest Rate to 150% from 200% on … – Latest Tweet by – LatestLY

(SocialLY brings you all the latest breaking news, viral trends and information from social media world, including Twitter, Instagram and Youtube. The above post is embeded directly from the user’s social media account and LatestLY Staff may not have modified or edited the content body. The views and facts appearing in the social media post do not reflect the opinions of LatestLY, also LatestLY does not assume any responsibility or liability for the same.)

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