OFFER BY FIRST MUTUAL HOLDINGS LIMITED TO THE MINORITY SHAREHOLDERS OF FIRST MUTUAL PROPERTIES LIMITED PRECEDING THE VOLUNTARY TERMINATION OF LISTING OF FIRST MUTUAL PROPERTIES LIMITED FROM THE ZIMBABWE STOCK EXCHANGE
This announcement is issued by First Mutual Holdings Limited in compliance with Rule 258 of the Zimbabwe Stock Exchange Listings Requirements (Statutory Instrument 134 of 2019) and the general disclosure obligations applicable to listed issuers.
1.INTRODUCTION
Shareholders of First Mutual Holdings Limited (“FMHL” or the “Offeror”) and First Mutual Properties Limited (“FMP”), and the investing public, are advised that FMHL, being the ultimate majority shareholder of FMP holding approximately 70.80% of the issued ordinary share capital of FMP, has resolved to make a voluntary offer (the “Offer”) to acquire all of the ordinary shares held by the minority shareholders of FMP (the “Minority Shareholders”), representing approximately 29.20% of the issued ordinary share capital of FMP, for a cash consideration of US$0.033 per share (the “Offer Consideration”).
The Offer is being made in conjunction with, and as an exit mechanism for, the proposed voluntary termination of the listing of FMP from the Zimbabwe Stock Exchange (“ZSE”) (the “Proposed Transaction”). The Proposed Transaction is subject to the approval of FMP shareholders at an Extraordinary General Meeting (“EGM”) to be convened on Tuesday, 02 June 2026.The Offer will be underwritten by Morgan & Co International (Private) Limited (“Morgan & Co” or the “Underwriter”) in terms of an Underwriting Agreement entered into between FMHL and Morgan & Co. Morgan & Co has undertaken to underwrite the payment to the Minority Shareholders of up to 50,822,850 Shares constituting 4.11% of the issued share capital in FMP subject to FMHL irrevocably agreeing to acquire the remaining shares of Minority Shareholders who accept the Offer.
2.PARTICULARS OF THE TRANSACTION
| Company subject of the transaction | First Mutual Properties Limited (a public company incorporated in Zimbabwe on 19 March 2003, under Company Registration Number 5016/2003 and listed on the Zimbabwe Stock Exchange). |
| Offer or / ultimate beneficiary | First Mutual Holdings Limited (majority shareholder of FMP, holding approximately 70.80% of the issued ordinary share capital of FMP) |
| Underwriter | Morgan & Co |
| Sellers | All Minority Shareholders of FMP (being the holders of the 29.20% of the issued ordinary shares of FMP not held by FMHL) who validly accept the Offer by the Closing Date. |
| Nature of transaction | Voluntary cash offer by FMHL to the Minority Shareholders of FMP with Morgan & Co underwriting up to a maximum of 50,822,850 Shares; to be followed by the voluntary termination of FMP’s listing from the ZSE. |
| Maximum number of Offer Shares | Up to 360,944,355 ordinary shares in FMP, representing 29.20% of FMP’s issued ordinary share capital. |
| Offer Consideration | US$0.033 per FMP ordinary share, payable in cash. |
| Aggregate maximum Offer value | US$11,911,163.72 |
| Effective date of the transaction | The on-market transfer of Offer Shares to FMHL and the Underwriter is scheduled for Wednesday, 01 July 2026, with the termination of FMP’s ZSE listing scheduled for Wednesday, 01 July 2026. |
2.1 Key transaction dates
| Important Dates | |
|---|---|
| FMP EGM Notice and Circular published | Monday, 11 May 2026 |
| Voting Record Date, share register closed (at 1000 hours) | Monday, 01 June 2026 |
| Last day of lodging Proxy Forms (at 1000 hours) | Monday, 01 June 2026 |
| FMP EGM (at 1000 hours) | Tuesday, 02 June 2026 |
| Publication of Results of FMP EGM | Wednesday, 03 June 2026 |
| Opening Date of the Offer to Shareholders | Wednesday, 03 June 2026 |
| Closing date of trading of FMP shares. (Share Register closed at 1600) | Tuesday, 23 June 2026 |
| Closing Date of the Offer to Shareholders | Wednesday, 24 June 2026 |
| Transfer of Shares to FMHL on the ZSE | Wednesday, 01 July 2026 |
| Termination of FMP ZSE Listing | Wednesday, 01 July 2026 |
2.2 Conditions precedent
The Proposed Transaction and the Offer are subject to the fulfilment of the following conditions precedent:
- Publication of the circular to FMP Shareholders in respect of the Proposed Transaction and the Offer;
- The passing by the Shareholders of FMP of the resolutions pertaining to the Proposed Transaction at the FMP Extraordinary General Meeting to be held on Tuesday, 02 June 2026 (“EGM”); and
- Obtaining all necessary regulatory approvals from the ZSE, the Securities and Exchange Commission of Zimbabwe and any other applicable regulatory authorities.
2.3 Other significant terms
- In terms of the Underwriting Agreement, Morgan & Co has irrevocably agreed to underwrite the acquisition of up to 50,822,850 FMP ordinary shares, representing approximately 4.11% of the issued ordinary share capital of FMP, for an aggregate underwritten amount of up to US$1,677,154.00 (excluding statutory fees).
- FMHL has, correspondingly, irrevocably agreed to acquire the balance of the Offer Shares tendered by Minority Shareholders under the Offer. Morgan & Co shall be entitled to an underwriting fee equivalent to 2% of the total value of FMP shares subscribed for and acquired by Morgan & Co under the Offer (excluding Value Added Tax).
- Minority Shareholders who do not accept the Offer will, upon termination of the listing, continue to hold their shares in FMP as an unlisted company.
- Acceptance of the Offer is voluntary; Minority Shareholders may accept or decline the Offer irrespective of how they voted at the FMP EGM.
3.OVERVIEW OF OFFEROR AND UNDERWRITER
3.1 First Mutual Holdings Limited
First Mutual Holdings Limited is a diversified financial services holding company incorporated in Zimbabwe and listed on the Zimbabwe Stock Exchange. FMHL operates through a range of subsidiaries and associates providing life assurance, general insurance, health insurance, property investment and wealth management services, among others. FMHL is the majority shareholder of FMP, holding approximately 70.80% of FMP’s issued ordinary share capital directly and through its subsidiaries.
FMHL’s registered office is situated at First Mutual Park, First Floor, 100 Liberation Legacy Way, Borrowdale, Harare, Zimbabwe.
3.2 Morgan & Co International (Private) Limited
Morgan & Co is an investment banking and advisory services firm. Duly registered by the Securities and Exchange Commission of Zimbabwe, the firm delivers bespoke financial solutions spanning capital raising, corporate advisory, regulatory compliance, and transaction execution. Morgan & Co acts as the Underwriter of the Offer and will, in terms of the Underwriting Agreement entered into between FMHL and Morgan & Co, acquire up to 50,822,850 Shares constituting 4.11% of the issued share capital in FMP.
Morgan & Co’s registered office is situated at Unit 2 King George Courts, 44 King George Road, Avondale, Harare, Zimbabwe.
4.OVERVIEW OF FIRST MUTUAL PROPERTIES LIMITED
First Mutual Properties Limited, the company whose minority shares are the subject of the Offer, listed on the Zimbabwe Stock Exchange, is a leading real estate investment, development and property management company. The business has grown into a diversified portfolio spanning Zimbabwe’s major urban centres, with assets in urban Central Business Districts, offices, office parks, suburban retail, industrial and residential segments as well as strategic land holdings. In addition to investing in and developing properties, the Company, also operates an estate agency business trading as Oyster Real Estate, providing end-toend solutions including sales, facilities management, valuations and project management.
5.CONSIDERATION AND METHOD OF PAYMENT
The Offer Consideration of US$0.033 per FMP ordinary share will be cash settled in United States Dollars (“USD” or “US$”). The aggregate maximum Offer Consideration payable by FMHL and Morgan & Co (in its capacity as Underwriter) is US$11,911,163.72, assuming full acceptance of the Offer by all Minority Shareholders.
For Resident Shareholders, settlement of the Offer Consideration will be effected by electronic funds transfer into the bank accounts nominated by accepting Minority Shareholders on the Form of Acceptance, Surrender and Transfer. Settlement will take place within seven (7) business days after Wednesday, 01 July 2026 which is the date of transfer of the Offer Shares to FMHL and/or the Underwriter. Payments will be made net of any applicable statutory taxes, levies and charges. There are no deferred payment arrangements in respect of the Offer Consideration. For Non-Resident Shareholders, the settlement and offshore remittance of the Offer Consideration will be effected through an authorised dealer in accordance with the Exchange Control Regulations.
6. RATIONALE FOR THE TRANSACTION
The Board of Directors of FMHL believes that the Proposed Transaction and the Offer are in the best interests of the FMHL Group and the shareholders of both FMHL and FMP for, inter alia, the following reasons:
- As an unlisted subsidiary, FMP will have greater flexibility to raise capital through its shareholder and through alternative funding structures, and to implement strategic initiatives without the cost and timing constraints of the ZSE Listings Requirements; and
- The Offer provides Minority Shareholders with a fair, underwritten, cash exit opportunity at a determined price, ahead of the termination of the listing, which they might otherwise not be able to realise given the limited liquidity in FMP’s shares.
7. DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors of First Mutual Holdings Limited, whose names appear on the FMHL website and in the FMHL Annual Report, collectively and individually accept full responsibility for the accuracy of the information contained in this announcement. To the best of their knowledge and belief, having taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
By Order of the Board
Sheila Lorimer
Group Company Secretary
First Mutual Holdings Limited
Date: 11 May 2026
