LETTER TO SHAREHOLDERS
18 January 2022
Dear Shareholder
1 INTRODUCTION
1.1 Cassava Smartech Zimbabwe Limited shareholders are referred to the first circular released on the website of the company and in the press on Monday, 20 December 2021 entitled “ circular to shareholders relating to the proposed change of name of the company to EcoCash Holdings Zimbabwe Limited and enclosing a notice convening the extra ordinary general meeting of the company”, (“Change of Name Circular”).
1.2 The Extraordinary General Meeting (“EGM”) of Shareholders was held at 1906 Liberation Legacy Way, Harare, Zimbabwe at 10:00 hours, Monday, 10 January 2022. The resolutions tabled at the EGM were as set out in the Circular and Notice of EGM.
1.3 Change of Name Special resolutions were approved by the requisite majority of votes. The results of the EGM are set out in paragraph 3 below.
2 PURPOSE OF THIS CIRCULAR
The purpose of this circular is to provide shareholders with, among other matters, further details regarding the Change of Company Name in terms of section 296 of the listing rules.
3 RESULTS OF EXTRAORDINARY GENERAL MEETING
3.1 The Company confirms the voting statistics based on the total number of shares represented and voted at the EGM as follows:
3.1.1 As a Special resolution: that the name of the Company be changed from “ Cassava Smartech Zimbabwe Limited “ to “ EcoCash Holdings Zimbabwe Limited “ and that the name “ EcoCash Holdings Zimbabwe Limited “ be substituted for “ Cassava Smartech Zimbabwe Limited “ in the Memorandum and Articles of Association of the Company and in all other documents relating to the Company, with the name change taking effect on the date of the issue of the change of name certificate by the Registrar of Companies.
| DESCRIPTION | VOTE SHARES | % SHARES |
|---|---|---|
| For | 2,234,652,090 | 99.99996% |
| Against | 800 | 0.00004% |
| Abstain | 0 | 0.00000% |
| Total | 2,234,652,890 | 100.00000% |
3.1.2 As a Special resolution: that the Directors and any of them be and are hereby authorised to complete and do all such acts and things (including executing such documents as may be required) as they may consider necessary, desirable or expedient to give effect to this resolution as they or he may deem fit.
| DESCRIPTION | VOTE SHARES | % SHARES |
|---|---|---|
| For | 2,234,652,090 | 99.99996% |
| Against | 800 | 0.00004% |
| Abstain | 0 | 0.00000% |
| Total | 2,234,652,890 | 100.00000% |
4 THE PROPOSED NAME
4.1 The Registrar of Companies has reserved the name, EcoCash Holdings Zimbabwe Limited, and on the 17th of December 2021, the ZSE approved the Change of Name, with a ZSE code: EHZL and ISIN: ZW0009012437.
4.2 The new name is effective from the date of issuance of the certificate of change of name by the Registrar of Companies. The Company is currently carrying out all necessary filing procedures with the Registrar of Companies to obtain the change of name certificate. The company expects to be issued with the registration certificate on or before 24 February 2022.
4.3 For a period of one year after the effective date, in accordance with the ZSE Listings Requirements, the Company will reflect the former name “Cassava Smartech Zimbabwe Limited” on all Documents of Title and Circulars issued by the Company.
5 SURRENDER PROCEDURE
5.1 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.
5.2 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 12:00 on the Name Change Record Date, or within 5 (five) business days of receipt of the existing Documents of Title, whichever is the later.
5.3 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.
5.4 No receipts will be issued for Documents of Title surrendered unless specifically requested in writing.
6 DIRECTORS’ RESPONSIBILITY STATEMENT
6.1 The Directors collectively and individually accept full responsibility for the accuracy of the information given in this Circular in relation to the change of name 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.
7 CONSENTS
7.1 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.
8 DOCUMENTS AVAILABLE FOR INSPECTION
8.1 The signed copy of this Circular will be available for inspection at any time during normal business hours from 18 January 2022 until the close of business on 28 February 2022 at the registered office of the Company.
Signed on behalf of the
Cassava Smartech Zimbabwe Limited Board
(Signed on original)
Sherree Shereni
Board Chairperson
IMPORTANT DATES AND TIMES
The definitions and interpretations commencing on page 1 of this Circular apply to these important dates and times:
| EVENT | DATE |
|---|---|
| Publication of second circular | Tuesday 18 January 2022 |
| Publication of advert of change of name Friday 21 January 2022 Change of Name Special Resolution lodged with the Registrar of Companies Office | Tuesday 8 February 2022 |
| Expected date of receipt of change of name certificate from the Registrar of Companies office | Thursday 24 February 2022 |
| Expected publication in the press of the finalization announcement in respect of change of name | Monday 28 February 2022 |
| Expected last day of receipt of Surrender forms | Monday 28 February 2022 |
| Expected last day to trade prior to the Change of Name | Tuesday 1 March 2022 |
| Expected termination date for trading under the name of “Cassava Smartech Zimbabwe Limited” and commencement of trading under the new name “EcoCash Holdings Zimbabwe Limited”, under share ZSE code “EHZL and ISIN ZW0009012437 from the commencement of trade | Wednesday 2 March 2022 |
| Expected date that the accounts of Dematerialised Shareholders with their CSDP’s or Brokers will be updated with the new name | Friday 4 March 2022 |
| Expected date that new share certificates will be issued to Certificated Shareholders, posted by registered post, at their risk | Friday 4 March 2022 |
