Jane Mutasa challenges Brainworks transaction

Patrick Zhuwao

Patrick Zhuwao

Happiness Zengeni and Martin Kadzere
SELPON Investments, the second largest shareholder in Empowerment Corporation has questioned the role of managing director Mr Patrick Zhuwao as it seeks to block an extraordinary general meeting scheduled for February 20 to consider the sale of the investment vehicle’s 40 percent equity in Telecel Zimbabwe to Brainworks Capital Management.

In a notice to shareholders yesterday, EC said the purpose of the EGM was to consider and, if deemed fit, to approve the sale of the EC’s shareholding in the country’s second largest mobile operator to Brainworks Capital Management for $20 million.

EC chief executive Mr Patrick Zhuwao told The Herald Business that the investment vehicle issued the notice pursuant to an offer made by Brainworks to acquire EC stake.


But Selpon, an investment vehicle owned by Mrs Jane Mutasa said there was a pending High Court case with respect to EC shares.

Already, Selpon and other minority shareholders have approached the High Court seeking nullification of transfer of 71,2 percent of EC’s shareholding in Telecel Zimbabwe to fellow shareholder, Dr James Makamba who owns the shares through Kestrel.

They are seeking the reversal of the alleged illegal transfer of the shares to Dr Makamba.

Selpon and other minority shareholders cited irregularities in the manner in which shares initially meant for some empowerment groups were fraudulently transferred to Dr Makamba and Kestrel after the beneficiaries failed to raise required funds.

Selpon is also arguing Mr Zhuwao was not supposed to act on behalf of EC in any dealings let alone the sale of shares as he purported to have done, without committing a fraud as they say the company never convened a meeting to confirm him as MD.

“For all intents and purposes, Honourable Patrick Zhuwao holds no shares in Empowerment Corporation which he can himself sell to Brainworks Capital Management and, above all, the Honourable member is not clothed with the authority both at law and in fact, to act for and on behalf of the Empowerment Corporation,” said Selpon.

However, information gathered by The Herald Business shows that the appointment of Mr Zhuwao was done on July 1, 2013 while two days later on July 3, all founding shareholders met and ratified the appointment.

Documents shown to this paper show that all members ratified the appointment of Mr Zhuwao who then went to represent EC.

On July 4, Mr Zhuwao was presented to then Transport and Communication Minister Nicholas Goche and the Indigenisation Minister who was at that time Saviour Kasukuwere.

Mr Zhuwao led the negotiations for licence renewals with both Mrs Mutasa and himself signing the agreements with Government on behalf of Telecel Zimbabwe.

Selpon also says that EC is not made up of Kestrel Corporation alone; neither is Kestrel Corporation the major shareholder.

“Even if it was the major shareholder which is denied, that would not give it the right to trample on the rights of the minorities and to unilaterally take a decision to dispose of the shares of the minorities without their knowledge.”

“The purported share purchase agreement,” Selpon said, was a “nullity” and Brainworks should be encouraged to understand that the person it was dealing with had no capacity to perform “what they claim they can deliver”.

“We call upon you, as secretaries (Carlton Consultancy), to put an immediate stop to the purported extraordinary general meeting,” said Selpon.

Failure to do so, Selpon said it would file an urgent chamber application for an interdict.

No comment could be obtained from Mr Zhuwao at the time of going to print.

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