Staff Writer
Harare, First Mutual Holdings Limited has launched a US$11,9 million cash offer to acquire minority shareholders in its listed property subsidiary, First Mutual Properties Limited, as part of plans to delist the business from the Zimbabwe Stock Exchange and bring it fully under group control.
FMHL operates across life assurance, health insurance, short-term insurance, reinsurance, wealth management, property investment and microfinance.
The transaction, which targets up to 360,9 million ordinary shares held by minority investors, represents about 29,2 percent of FMP’s issued share capital and is being offered at US$0,033 per share.
The move forms part of a restructuring exercise by FMHL aimed at simplifying the group’s corporate structure while positioning the property unit for greater financial and operational flexibility outside public market regulations.
FMHL, which already holds 70,8 percent of FMP, said the cash offer gives minority shareholders an opportunity to exit at a fair value before the company transitions into a private entity.
“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,” FMHL said.
The offer is underpinned by an underwriting agreement with investment banking firm Morgan & Co International, which has committed up to US$1,67 million to support the acquisition.
Under the arrangement, Morgan & Co will underwrite the purchase of up to 50,8 million shares, equivalent to 4,11 percent of FMP’s issued share capital, while FMHL will underwrite the balance of the transaction.
The proposed delisting will be presented to shareholders for approval at an Extraordinary General Meeting set for June 2, 2026.
FMHL said taking FMP private would enable the property business to access funding more efficiently through shareholder support and alternative financing structures, while reducing the compliance costs and procedural constraints associated with maintaining a stock exchange listing.
“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,” the group said.
Minority investors who choose not to accept the offer will retain their shareholding in FMP after the delisting, although the shares will no longer be tradable on the local bourse.
The offer opens on June 3, 2026, following publication of the EGM outcome, and will close on June 24.
Trading in FMP shares is expected to cease on June 23, with the formal transfer of shares and delisting scheduled for July 1.
The transaction follows earlier cautionary statements issued by both companies indicating that discussions around a minority buyout and delisting were underway.
FMP, formerly known as Pearl Properties, owns and manages a diversified property portfolio spanning office parks, retail centres, industrial properties and residential developments across Zimbabwe’s major urban centres.
For the financial year ended December 31, 2025, FMP reported net property income of US$4,57 million, down from US$4,84 million in the previous year, while total revenue stood at US$8,97 million.
Rental collections remained resilient at 80 percent, supported by average occupancy of 84 percent.
