LETTER TO SHAREHOLDERS
To: The Shareholders of EcoCash Holdings Zimbabwe Limited
Dear Sir/Madam
THE PROPOSED CHANGE OF NAME OF THE COMPANY TO “TN CYBERTECH INVESTMENTS HOLDINGS LIMITED”
1 INTRODUCTION AND BACKGROUND
1.1 In April 2024, Econet and EcoCash Holdings concluded a Scheme of Reconstruction whereby all the Financial Technology Businesses, namely: EcoCash (Private) Limited, VAYA Technologies Zimbabwe (Private) Limited, Econet Insurance (Private) Limited, Econet Life (Private) Limited, MARS Zimbabwe (Private) Limited and Maisha Health Fund (Private) Limited, were transferred from EcoCash Holdings Zimbabwe Limited to Econet Wireless Zimbabwe Limited. As a result of this reorganization, EcoCash Holdings remained with Steward Bank Limited as its only subsidiary.
1.2 There has been a change in the control of Steward following the acquisition of a controlling stake in the Company by TN Asset Management Nominees and the consequent restructuring of the Board of the Bank and of EcoCash Holdings. However, Econet Wireless Zimbabwe Limited and Econet Global Limited currently have a shareholding position in EHZL of 12.35% and 9% respectively and intend to maintain a strategic shareholding in EHZL. For reasons more fully set out hereunder, the Board proposes the change of the name of the Company from EcoCash Holdings Zimbabwe Limited to TN CyberTech Investments Holdings Limited.
1.3 Shareholders are advised that the Board proposes to convene an EGM by way of electronic means on Friday, 13 June 2025 at 1000hrs to seek Shareholders’ approval of the proposed change of the Company’s name to “TN CyberTech Investments Holdings Limited” (“Proposed Change of Name”)
1.4 The Board considers that the Change of the Company’s Name will align the Company’s name with the name of the Controlling Shareholders and better reflect the business strategy and future business development of the Company. Additionally, the continued use of the name, EcoCash Holdings will confuse the public as the same name is being used by the mobile money platform, namely EcoCash (Pvt) Ltd, which is now an Econet Wireless Zimbabwe Limited subsidiary. As such, the Board believes that the Change of Company Name is in the best interests of the Company and of all the Shareholders.
2 PURPOSE OF THIS CIRCULAR
2.1 The purpose of this Circular is to furnish Shareholders with all the relevant information relating to the Change of Name in accordance with the Companies and other Business Entities Act and the ZSE Listings Requirements so as to enable Shareholders to make an informed decision in respect of the Shareholder Resolutions and for them to consider and, if deemed fit, approve, with or without amendment, the Shareholder Resolutions required to effect the Change of Name. The Notice of EGM is set out on page 3 of this Circular.
3 THE PROPOSED CHANGE OF NAME
3.1 Conditions of the change of Company name
3.1.1 The Proposed Change of Name is subject to Shareholders’ approval by way of a special resolution at the EGM, pursuant to Section 26 of the Companies and Other Business Entities Act (Chapter 24:31).
3.1.2 Subject to the passing of the special resolution at the EGM, the Company will, as soon as reasonably practicable after the EGM, lodge the requisite notifications with the registrar of companies. The Company will adopt “TN CyberTech Investments Holdings Limited “ as its new name with effect from the issue of the Certificate of name change by the registrar of companies. The name “TN CyberTech Investments Holdings Limited” shall replace all references to “EcoCash Holdings Zimbabwe Limited” in all company documents thereafter.
3.1.3 The Company will release an announcement to notify Shareholders when the Proposed Change of Name takes effect. Shareholders should note that the change of the Company’s name, if effected, will not affect any right or obligation of the registered business entity, or render defective any legal proceedings by or against the entity, and any legal proceedings that might have been continued or commenced by or against it under its former name may be continued or commenced under its new name.
3.1.4 In terms of section 372 (3) of the ZSE Listings Requirements, in the event that the Change of Name is duly approved and implemented, the former name of the Company, being “EcoCash Holdings Zimbabwe Limited”, will be reflected in brackets under the new name of the Company on any Company announcements and any replacement share certificates issued, if applicable, in respect of the Company’s shares for a period of one year.
3.2 Rationale for the proposed name
3.2.1 There are two parts to the proposed new name that require an explanation. The initials TN and the words CyberTech. The inclusion of these parts in the new name is explained below:
3.2.1.1 The initials “TN” are the initials of the founder of the bank, Tawanda Nyambirai. It is not uncommon for Banks to be named after their founders. J P Morgan Chase was born out of a merger between J P Morgan & Co and Chase Manhattan Bank. JP Morgan & Co was named after one of the founders, John Pierpont Morgan while John Thompson, the founder of Chase National Bank which became Chase Manhattan Bank named it after Salmon P Chase, a former Secretary of the Treasury under Abraham Lincoln. Barclays Bank adopted the name of James Barclay, the son in law of John Freame, one of the founders of the Bank. Wells Fargo Bank is named after Henry Wells and William Fargo, two of its founders.
3.2.1.2 Steward Bank Limited was formerly TN Bank Limited which Mr Tawanda Nyambirai founded in 2008. The intention behind the inclusion of the initials “TN” in the name is to draw on the legacy of innovation, dignity, industry, faith, originality and humility that the Founder exhibited in his Corporate Finance, Law, and Asset Management career spanning over 30 years. Some of the major Corporate Finance and Legal transactions associated with the founder include the following:
- The dual Listing of NMBZ Holdings Limited on the Zimbabwe and London Stock Exchanges. He was responsible for the Legal Due Diligence on the Zimbabwean side and the Zimbabwean legal aspects of the transaction documentation from the Pathfinder Prospectus to the Final Prospectus.
- The design of the ownership structure that was used by the Financial Advisors in the financing of the construction of the Joina Centre.
- The Listing of Econet on the Zimbabwe Stock Exchange, the fundraising of USD300 Million debt by Econet, the acquisition and subsequent disposal for significant profit of shares in Mascom Wireless Botswana by Econet that funded the expansion of Econet’s network at a time when it was practically impossible to raise foreign currency in Zimbabwe, the 2017 Econet Rights Offer whose proceeds cleared debt from Econet’s balance sheet, the demerger of EcoCash Holdings from Econet, the Scheme of Reconstruction that resulted in the acquisition of all the Financial Technology Businesses by Econet from EcoCash Holdings Zimbabwe Limited and several other Corporate actions taken by Econet since its Listing, most of which remain groundbreaking in the history of the Zimbabwe Stock Exchange.
- The fund raising for Cottco Employees that enabled them to acquire the 25% stake that was held by the Government of Zimbabwe after the Commercialization of Cottco.
- The merger and demerger of Kingdom Meikles including the convening of the first shareholder meeting in the History of the Zimbabwe Stock Exchange that was convened by requisition of shareholders against the wishes of a hostile board.
- The legal cases that resulted in Econet being declared by the High Court of Zimbabwe to be duly licensed to operate its mobile telecommunications business.
- The tax case that resulted in the setting aside of a US$60 million garnishee order issued by ZIMRA against Econet Bank Accounts.
- The case of Nyambirai vs NSSA in which he contended that the laws establishing NSSA did not have enough guarantees for transparency and accountability for the funds collected from employees and enough safeguards against abuse of funds. The Supreme Court did not agree with him at the time. The significance of the case in the legal history of Zimbabwe is that it set the test that should be followed in determining when an expropriation of property is considered reasonably justifiable in a democratic society. The case is quoted with approval in many jurisdictions across the whole world.
- Leading the negotiations with the Reserve Bank of Zimbabwe that resulted in Nicholas Vingirai being compensated with more than 25% of ZB Financial Holdings limited for the expropriation of his business, Intermarket Holdings Limited.
- Leading the negotiations with the Government of Zimbabwe that resulted in the extension of Econet’s license for 25 years, the reduction of license fees by more than US$100 million, and the recovery of more than US$90 million in interconnection fees that were owed to Econet by NetOne and Tel One.
3.2.2 The term CyberTech is an abbreviation for Cyber Technology. According to Yanzhen Qu (2011), Cyber technology is a term that refers to a set of digital technologies based on emerging media (including virtual reality, social network, and multimedia), soft computing, cloud computing, and mobile computing. The term CyberTech characterises the intended change in the Bank’s channel strategy. It is an expression of the vision and mission of the bank.
3.2.2.1 Our new Vision for the Bank is to be the Zimbabwean cyber technology platform of choice through which natural and corporate persons anywhere in the world can create value for themselves and for others using our banking products and services.
3.2.2.2 Our Mission for the Bank is to use cyber technologies to deliver banking services to corporates where they operate, and to people where they work, where they play, and where they live. Without limitations on time or place. That is, wherever and whenever.
3.2.3 The pursuit of this vision and mission will entail the transformation of the bank’s branches to unmanned technology centres that will house terminal points through which customers will be remotely assisted to transact. The internet banking technology will be further developed to allow completion of KYC processes and account opening online, the use of virtual cards, ATM Machines that can take deposits and disburse money, communication between transacting parties by message, audio and video within a secure environment using the banking Application, thus embracing banking on social media platforms. Communal trust banking will also be embraced to enable the members of any communities at home and abroad who do not meet KYC requirements to access banking products and services on the credentials of those who have sufficient paperwork and who are able to conduct KYC on them. Such a product will give access to banking by undocumented immigrants and individuals who on their own would not be viable banking customers.
3.3 Effect of the change of Company name
3.3.1 The accounts of Dematerialised Shareholders at their CSDPs or brokers will be updated to reflect the new name of the Company.
3.3.2 The Change of Company Name will not affect any rights of the Shareholders or the Company’s daily operations or its financial position. Once the Change of Company Name has become effective, any new share certificates of the Company issued thereafter will bear the new name of the Company.
3.3.3 All the existing share certificates in issue bearing the present name of the Company will, after the Change of Company Name having become effective, continue to be effective and valid evidence of legal title to the Shares and will continue to be valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company.
3.3.4 In addition, subject to the confirmation by the Stock Exchange, the ZSE Alpha Code, and ISIN of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becomes effective.
4 EXTRAORDINARY GENERAL MEETING AND PROXY ARRANGEMENT
4.1 The EGM will be held on Friday, 13 June 2025 at 1000hrs by way of electronic means for the purpose of considering and, if thought fit, passing with or without any modifications, the special resolution set out in the Notice of EGM.
4.2 As at the Latest Practicable Date, as no Shareholders had a material interest in the Change of Company Name, no Shareholders will be required to abstain from voting on the resolution to approve the Change of Company Name.
4.3 A form of proxy for use at the EGM is enclosed with this circular. If you intend to appoint a proxy to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company Secretary, 1906 Liberation Legacy Way, Harare or at the office of the Transfer Secretaries , 1 Armagh Avenue, Eastlea, Harare, Zimbabwe; or via email at [email protected], as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting at the EGM or any adjourned meeting if you so wish.
4.4 Further announcement(s) will be made by the Company as and when appropriate to inform the Shareholders of, among other things, the results of the EGM, the effective date of the Change of Company Name, the ZSE Alpha Code, and ISIN short names of the Company for trading of the Shares on the Stock Exchange.
5 DIRECTORS’ RESPONSIBILITY STATEMENT
5.1 The Directors, whose names are given in the “Corporate Information” section of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular relating to the Company and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made, and that this Circular contains all information required by law and the ZSE Listings Requirements Approvals.
6 OPINION AND RECOMMENDATION
6.1 The Board is of the opinion that the Change of Name is in the best interests of the Shareholders and should be supported and unanimously recommends that the Shareholders vote in favour of the Shareholder Resolutions. Each of the Directors who holds Shares and is permitted to vote intends to vote his/her Shares in favour of the Shareholder Resolutions as set out in Annexure A.
7 DOCUMENTS AVAILABLE FOR INSPECTION
7.1 The following documents, or copies thereof, will be available for inspection by Shareholders during normal business hours at the Company’s registered office, the details of which appear in the “Corporate Information” section of this Circular, from the date of issue of this Circular, until Thursday, 12 June 2025 (both days inclusive).
7.2 the Memo and articles of the Company;
7.3 the written consents; and
7.4 a copy of this Circular, including all annexures hereto.
Signed on behalf of the EcoCash Holdings Zimbabwe Limited Board
(Signed on the original)
Dr T. Murefu
Chairperson of the Board
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EcoCash Holdings Zimbabwe Limited – Name Change Circular.pdf
