Notice by Astra Industries Limited and Hemistar Investments (Private) Limited to Astra Industries Limited Shareholders
The Company and Hemistar Investments (Private) Limited (“Hemistar”) wish to advise the Company’s shareholders that Finance Trust of Zimbabwe (Private) Limited (“Finance Trust”) has agreed to sell its aggregate 88,526,968 ordinary listed shares of the Company, being 63.25% of the issued share capital of the Company, to Hemistar (“Transaction”).
The Transaction was executed as a Special Bargain on the ZSE on 18 July 2013 at a price per share of US$.06213.
The ZSE Listings Requirements require that an acquirer of ZSE listed shares of a minimum of 35% by a person or group acting in concert will have an obligation to make an offer to the minority on a bases agreed with the committee. which, in aggregate, amounts to a change in control, should make an offer to the minorities, unless this requirement has been waived by the ZSE.
The mandatory offer to minorities will be made within a period of 12 months from the date of the transaction, namely 18 July 2013 at the same price.
Hemistar is an indigenous investment vehicle that is 51 % owned by the Astra Management and Staff and 49% by Kansai Plascon Africa Limited (“Kansai Plascon”).
The main representatives of Astra Management and Staff are the Chief Executive and Finance Director of the Company, Messrs M Mazimbe and HM Nhende respectively.
The representatives of Kansai Plascon are Messrs Doug Thomas and Ebrahim Mohamed.
The Transaction has received the provisional approval of the Minister of Youth, Indigenisation and Economic Empowerment, as well as the Reserve Bank of Zimbabwe, Exchange Control Division and the External Loans Coordinating Committee.
An application to the Competition and Tariff Commission is pending approval.
Following the change in shareholding set out above, the Board of the Company has been recently re-constituted.
The following is a brief profile of each of the Directors who constitute the Company’s new Board:
Addington B.C. Chinake Chairman, Independent Non – Executive Director
Addington is in his 21st year of practice as a lawyer, having been admitted into practice law in February 1993. He is the Senior Partner at Kantor & Immerman. He specialises in Corporate, and Commercial law and all aspects of Business Law. He is a former Trustee of National Gallery Zimbabwe. Former Deputy Chairman of Murray & Roberts Zimbabwe. He is External Counsel to the Judicial Services Commission (JSC) and the Zimbabwe Revenue Authority and a resource person to the JSC, Law Society of Zimbabwe, the International Bar Association and the University of Zimbabwe.
Herbert Nkala Independent Non-Executlve Director
He holds a Bachelor of Science (Honours) degree from University of Wales (UK) and Master of Business Administration degree from the University of Zimbabwe. Mr Nkala is a businessman in his own right and is Chairman of a highly diversified trading and investment company called Arena Investments (Pvt) Ltd. He is also a Business and Marketing Consultant, holding several consultancy contracts in Zimbabwe and abroad. He is currently the Chairman of the following companies,FBC Holdings, Turnall Fibre Cement Limited, Homelink (Pvt) Limited and Zimbabwe Grain Bag. He is a non-executive director ofTanganda Tea Company and a trustee of the Joshua Mqabuko Nkomo Foundation.
Dr. Charles M.B. Utete Independent Non Executive Director
Dr. Utete has had a distinguished career in the Civil Service where he retired as Chief Secretary to Cabinet. He is currently the immediate former Chairman of Astra Industries, Cairns and sits on the board of Seed Co. Zimbabwe.
Mohamed Ebrahim Non – Executive ,BA, BCom
Ebrahim joined Plascon in 1982, and held various senior management and executive positions in Human Resources, Operations and General Management. He is currently Executive Director African Operations of Kansai Plascon (Pty) Ltd.
Douglas A. Thomas Non•Executive B. Acc; CA (SA); CA Australia
Doug joined Barloworld 1981 where he held various senior financial management positions in the Steel, Paint and Equipment divisions prior to his appointment as Chief Financial Officer of Kansai Plascon Africa Limited (previously Barloworld Coatings) in December 2003.He relinquished the CFO role in November 2012 when he was appointed Executive Director Corporate Strategy.
Mackenzie Mazimbe Executive Director
A holder of Higher National Diploma in Business Studies (U.K), Diploma in Marketing (U.K.). Mackenzie joined Astra Group as Sales Manager, Astra Paints in 1986. In 1997 he was promoted to General Manager, Astra Paints. In 2003 he was appointed Operations Director for Astra Paints and Astra Steel & Engineering Supplies and was elevated to his current position of Group Managing Director in January 2004. He sits on the boards of AON and Zimbabwe Business Council on Aids (ZBCA) and is Chairman of Chemical Enterprises and NCP Distillers Zimbabwe.
Herritage M. Nhende Executive Director
Herritage is Chartered Accountant (Zimbabwe). He did his articles of clerkship at Deloitte & Touche. He is holder of a Masters in Business Leadership (UNISA) degree. Herritage joined the Astra Group in 1997 and has held various positions in different companies and divisions within the Group. He is currently the Group Financial Director.
Broad Strategy
The Transaction involving the disposal by the Finance Trust of its stake in the Company arises out of a change in regulation and the requirement that the Reserve Bank of Zimbabwe disinvest of non-core business assets. The Transaction also shows confidence in Zimbabwe and its future prospects.
Kansai Plascon is today a leading manufacturer and marketer of decorative and performance coatings in Southern Africa, and is a subsidiary of Kansai Paint Co., Ltd., a company incorporated in Japan, the shares of which are listed on the Tokyo Stock Exchange Group, Inc. Hemistar is an investment holding company. The business of the Company remains that of manufacturing Paints and distributing Chemicals. The company will remain listed.
Retiring Directors
With effect from 25 July 2013, the following Directors resigned from the Board of the Company:
- A R Chinamo
- E J Davies
- TM Johnson
- Prof. R Murapa
- VW Zireva
The Incoming Board is grateful for the stewardship and leadership shown by the former Board Chairman, Dr. Utete, and his team and wishes them all the best in the future.
Withdrawal of Cautionary
Consequent upon the publication of this Notice, the Cautionary issued by the Company is hereby withdrawn
By the Order of the Board of: Astra Industries Limited Astra Holdings Limited Secretaries
By the Order of the Board of: Hemistar Investments (Private) Limited M Mazimbe , Secretary
