LETTER TO SHAREHOLDERS
20 December 2021
Dear Shareholder
| 1 | Introduction |
| 1.1 | On 2 August 2021, the Board announced that the Company proposes to change its name from Cassava Smartech Zimbabwe Limited to EcoCash Holdings Zimbabwe Limited. |
| 1.2 | The purpose of this circular is to furnish Shareholders with all the relevant information relating to the proposed Change of Name in accordance with the Companies and Other Business Entities Act [Chapter 24:31] and the ZSE Listing Requirements so as to enable Shareholders to make an informed decision in respect of the proposed Change of Name. |
| 2 | Proposed Change of Name |
| 2.1 | The Registrar of Companies has reserved the name, EcoCash Holdings Zimbabwe Limited, and the ZSE has, subject to Shareholders’ approval, approved the Change of Name, with a new share ZSE code of EHZL and ISIN ZW0009012437. |
| 2.2 | For a period of one year, in accordance with the ZSE Listings Requirements, the Company will be required to reflect the former name “Cassava Smartech Zimbabwe Limited” on all Documents of Title and Circulars issued by the Company. |
| 2.3 | Should the Change of Name be approved and implemented: |
| 2.3.1 | The accounts of those Shareholders whose shares were dematerialized at their CSDPs or Brokers will be updated to reflect the new name of the Company, and |
| 2.3.2 | New share certificates will be posted, by registered post, to Certificated Shareholders at their risk. |
| 3 | Rationale and Justification for The Proposed Change of Name |
| 3.1 | The Company’s controlling shareholder, Econet Global Limited owns other businesses outside Zimbabwe that have the word “Cassava” in their name. Apart from the common shareholder, such businesses are separate from the Company. |
| 3.2 | Furthermore, the Proposed Change of Name is intended to avoid confusion and to align the name of the Company with the Company’s main operating subsidiary, EcoCash (Private) Limited. |
| 4 | Surrender Procedure |
| 4.1 | Shareholders whose shares were Dematerialized do not hold share certificates and consequently there is no surrender procedure applicable to them as their shareholding particulars will be automatically updated by their CSDP or Broker. |
| 4.2 | Certificated Cassava Shareholders should complete the form of surrender and return it to the Transfer Secretaries. Share certificates reflecting “EcoCash Holdings Zimbabwe Limited”, as the issuer thereof, will be posted on or about 4 March 2022, by registered post in Zimbabwe, to Certificated shareholders, at their own risk, who have surrendered their Documents of Title by 12:00hrs on the Name Change Record Date, or within 5 (five) business days of receipt of the existing Documents of Title, whichever is the later. |
| 5 | Effects of The Proposed Change of Name |
| 5.1 | The Proposed Change of Name will not have any effect on the share capital of the Company and shall not have any material effect on the net assets, gearing and earnings per share of the Group. |
| 6 | Approvals Required |
| 6.1 | The proposed name “EcoCash Holdings Zimbabwe Limited” was approved by the Registrar of Companies on 14 June 2021 and has been reserved up to 31 December 2021. The Proposed Change of Name is subject to approval being obtained from the shareholders of Cassava at the EGM of the Company. The Proposed Change of Name, if approved by the shareholders, will be effective from the date of issuance of the certificate of change of name by the Registrar of Companies. |
| 6.2 | If any Documents of Title have been lost or destroyed and the Certificated Cassava Shareholder concerned produces evidence to this effect to the satisfaction of the Transfer Secretaries, then the Transfer Secretaries may dispense with the surrender of such existing Documents of Title against the provision of an indemnity, acceptable to, and in favour of, the Company, by the Certificated Cassava Shareholder concerned. |
| 6.3 | No receipts will be issued for Documents of Title surrendered unless specifically requested in writing. |
| 7 | Directors’ Responsibility Statement |
| 7.1 | The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Section of the Circular in relation to Cassava and certify that, to the best of their knowledge and belief, no facts have been omitted which would make any statement in this section of the Circular false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this section of the Circular contains all information required by law and the Listing Requirements. |
| 8 | Consents |
| 8.1 | The financial advisor, broker and Transfer Secretaries have all consented in writing to act in the capacities stated in this section of the circular and to their names being stated in this document and have not withdrawn their consents prior to the publication of this Circular. |
| 9 | Documents Available for Inspection |
| 9.1 | 9.1 Copies of the following documents will be available for inspection during normal business hours at the registered office of Cassava and the office of the Sponsor, whose details can be found in the “Corporate Information and Advisers” section of this Circular, from the date of publication of this Circular until the date of the EGM, during normal business hours on Business Days: |
| 9.1.1 | Memorandum and Articles of Association of Cassava; |
| 9.1.2 | Notice of EGM; |
| 9.1.3 | The Written Experts’ Consents referred to in paragraph 8 of the Chairman’s letter; and |
| 9.1.4 | The original Circular. |
Signed on behalf of the
Cassava Smartech Zimbabwe Limited Board
Sherree Shereni
Board Chairperson
