Staff writer
The Zimbabwe Association of Pension Funds (ZAPF) has been advised that it has strong prospects of successfully defending itself against a defamation claim threatened by Econet Wireless Zimbabwe Limited, following the issuance of a confidential advisory note on Econet’s proposed corporate restructuring.
In a detailed legal opinion seen by Insurance24, dated 19 February 2026, law firm Kantor & Immerman concluded that the advisory note circulated by ZAPF to its members constituted fair comment made in the public interest and was protected by qualified privilege, thereby undermining Econet’s demand for a retraction and apology.
The dispute stems from a confidential advisory note issued by ZAPF on 10 February 2026, in which the pension fund umbrella body analysed Econet’s proposal to voluntarily de-list from the Zimbabwe Stock Exchange, offer shareholders an exit price of US$0.50 per share, and subsequently list a new special purpose vehicle, Econet Infrastructure Company Limited, on the Victoria Falls Stock Exchange.
Under the proposed transaction, the exit offer comprises a US$0.17 cash component and US$0.33 in shares in the new infrastructure entity.
ZAPF’s advisory note raised concerns around valuation, transaction structure, timetable constraints and the implications for minority shareholders, particularly pension funds operating under strict fiduciary and liquidity requirements.
The advisory note concluded that while infrastructure separation may be sound in principle, the specific form, valuation methodology and compressed timetable of the transaction materially disadvantaged minority shareholders.
ZAPF advised its members to vote against the de-listing resolution unless the circular was withdrawn and amended.
Econet responded on 17 February 2026 with a letter of demand, alleging that the advisory note was misleading, lacked good faith and was defamatory.
The telecommunications firm demanded a retraction and apology within 48 hours, failing which it threatened legal action to protect its reputation and the integrity of the proposed corporate action.
However, the legal opinion commissioned by ZAPF rejects Econet’s assertions, arguing that the advisory note was issued in the ordinary course of ZAPF’s fiduciary duties to pension funds, which are significant institutional investors on the ZSE.
The opinion emphasises that pension fund officers are legally required to critically assess corporate transactions affecting members’ capital.
According to the opinion, the Econet transaction was a matter of public concern given the company’s listed status and broad shareholder base.
The legal advisers state that it is neither unusual nor unlawful for shareholders or their representatives to robustly interrogate proposed corporate actions, particularly where valuation, liquidity and governance issues arise.
The opinion further notes that the advisory note was explicitly marked confidential and intended solely for circulation among ZAPF members.
It questions how Econet came into possession of the document and argues that communications of this nature are protected by qualified privilege, similar to professional advice given to a closed group with a legitimate interest in receiving it.
On the substance of the defamation claim, the opinion finds that the advisory note largely expressed opinions rather than statements of fact, based on publicly available information contained in Econet’s own circular.
It concludes that expressing a contrary view to that of Econet’s board does not amount to defamation.
“The fact that the Board believes the transaction is fair and reasonable does not, of necessity, make it true,” the opinion states, adding that shareholders, advisers and regulators are entitled to hold and express different views without fear of legal reprisal
The legal advisers also highlight that differences of opinion over valuation methodologies, offer prices and transaction structures are an inherent part of corporate finance and shareholder democracy.
They argue that such debate is precisely why extraordinary general meetings are convened, allowing proposals to be tested in an open forum.
Importantly, the opinion finds no per se defamatory statements in the advisory note and notes that Econet’s demand letter fails to identify any specific passages that lower the company’s reputation in the eyes of reasonable members of the public.
In assessing available defences, the opinion outlines several grounds on which ZAPF could rely, including truth, public benefit, fair comment and qualified privilege.
It concludes that the advisory note represents a strong but reasonable analysis of a complex transaction and would likely withstand judicial scrutiny.
As a way forward, ZAPF has issued a holding letter denying liability and placing Econet on notice that any legal action will be robustly defended.
The opinion recommends that pension funds actively participate in the forthcoming extraordinary general meeting, demand voting by poll under independent supervision, and ensure that all concerns are formally recorded.
The advisory note was also copied to key regulators, including the Insurance and Pensions Commission, the ZSE and the Securities and Exchange Commission of Zimbabwe, a move the legal opinion views as consistent with transparency rather than evidence of malice.
Ultimately, the opinion advises that Econet’s board should focus on addressing substantive shareholder concerns rather than pursuing what it describes as illusory defamation claims, noting that robust debate is an unavoidable feature of major corporate transactions involving public capital.
