Shareholders are advised that Messrs N M K Chanakira and C M Jokonya as well as Ms S P Bango resigned from the KML Board during the week ending 16 October 2009. Messrs J R T Moxon and C B Thorn resigned from the Board of Kingdom Financial Holdings Limited (“KFHL”) on or before 22 June, 2009. These resignations are in line with the terms of the de-merger transaction.
Apart from the listing of KFHL, the conditions precedent that remain to be fulfilled so that the de-merger transaction can be implemented, are the buy back and cancellation by KFHL of its shares to enable a one for one dividend in specie to be distributed and the reversal of the cession of the Reserve Bank of Zimbabwe debt by KFHL to Kingdom Meikles Limited (“KML”). Shareholders will be updated when these conditions precedent have been fulfilled along with the intended date for the listing of KFHL.
On the specification of KML, its subsidiaries, management and shareholders (“the specified parties”), the Chairman and shareholders are engaging with the relevant authorities to have the specified parties de-specified without any undue delay.
The Board and management are also engaging with the Zimbabwe and London Stock Exchanges to ensure that, when possible, the requirements of both bourses are met so that the suspensions on the trading of the Company’s shares therein may be lifted.
In other developments, shareholders are asked to note that at a Board Meeting (“the Board Meeting”) convened on 5 August 2009 it was unanimously resolved to stay the South African litigation against Cool Bay Investments (Pty) Ltd and its Directors as well as Mentor Holdings (Pty) Ltd and its Directors (“the Respondents”) in order to facilitate an amicable settlement of the outstanding claims against the Respondents. The Board is fully aware that it has a fiduciary responsibility to shareholders and the regulators to ensure that any settlement agreed with the Respondents in respect of the South African litigation is transparent and in the best interest of the Company. Shareholders will be kept abreast of developments in this regard.
At the Board Meeting, it was resolved to co-opt Messrs T B Cameron, B Chimhini, R H Meiring and A C Mills to the KML Board. It is envisaged that other directors will shortly be appointed to the Board and, when they are, shareholders will be informed accordingly. Shareholders are further advised that Mr D Mboweni tendered his resignation from the Board on 15 October 2009.
Shareholders will be aware that the Company’s Annual General Meeting (“AGM”) is still to be held. It is intended that the AGM will be held on 30 November 2009. The Zimbabwe Stock Exchange and the Registrar of Companies have both approved this extension.
One of the Group’s subsidiaries, Cotton Printers, has applied for voluntary winding up and is opposing an application for judicial management applied for by the Zimbabwe Textile Workers’ Union.
Lastly, the Board wishes to thank the shareholders for their forebearance during the turbulent times which the Company has experienced since September 2008. Shareholders and stakeholders will be kept informed of all developments in respect of the outstanding issues canvassed above.