B.Sc (Economics), M.Sc (Management) and MBA (Finance and Investments) Professional Experience: 21 years – 1984 to date
Mutumwa was a senior investments officer at the World Bank till 1994 and left to set up structures and facilitate a number of BEE transactions in Zimbabwe and South Africa. His former Group was the largest black controlled group in terms of market capitalization of over US$300M. He is also the Vice President of Africa Heritage Society.
He was educated in Zimbabwe, Swaziland, United Kingdom and United States. He holds B.Sc (Economics), M.Sc (Management), MBA (Finance & Investments) degrees as well as other professional qualifications.
Early Days, Mutumwa Mawere and Denzel Washington
He began his professional career as an Acturial Student in 1984. He then joined the Industrial Development Corporation of Zimbabwe in late 1984 as a Research Economist amd rose through the ranks to become a Senior Research Economist in 1987 before joining the Merchant Bank of Central Africa in the same year as a Corporate Finance Executive.
In 1988, he joined the World Bank as a Young Professional. After completing the program in 1989, he was appointed as an Investment Officer for the International Finance Corporation, the private sector lending arm of the World Bank. He rose through the ranks to become a Senior Investment Officer in 1994. In 1995, he resigned from the World Bank and immigrated to South Africa where he has been based since.
In 1995, he founded Africa Resources Limited (ARL), an investment holding company incorporated under the laws of the British Virgin Island, before moving to South Africa. In August 1995, he approached T & N Plc the UK domiciled parent company of Shabanie & Mashaba Mines Private Limited (SMM) with a proposal to acquire the company’s Zimbabwean subsidiaries i.e. the asbestos mines, two Zimbabwean industrial companies and a Zambian manufacturing company. Negotiations began in September 1995.
Mawere celebrating his birthday in Sandton, South Africa
In November 1995, he formed a partnership with Investec Bank Limited, a South African investment bank, to structure and mobilize financing for a mining private equity fund.
While working on the private equity fund, he continued his negotiations with T & N that culminated in an agreement in March 1996 pursuant to which ARL, a company in which he is the sole shareholder, acquired the remaining mining and industrial assets of T & N in Zimbabwe and Zambia.
Mutumwa Mawere’s Africa Heritage Investment House, South Africa
Since the acquisition of T & N’s two UK based companies that were the sole beneficial owners of the Zimbabwean and Zambian companies, the ARL group of companies grew organically and through acquisitions to become one of the largest and diversified black controlled conglomerates with operations in South Africa, UK, Zambia, Namibia, and Malawi employing about 20,000 people and generating a turnover of about US$400 million.
In 1997, the group established a warehousing and forwarding business, Shipping Consolidated Holdings (“SCH”) with operations in Zimbabwe (container depot) and Durban, South Africa (warehouse). Acquired a 100% stake in a cellular service provider, CST Cellular Private Limited, later renamed Firstel Cellular Zimbabwe.
Was the promoter, sponsor and investor in a greenfield commercial bank, FBC Bank (“FBC”). FBC was registered as a commercial bank in February 1997 in accordance with the Zimbabwe Banking Act. FBC is one of the first three commercial banks to be provided with an operating license by the Registrar of Banks and Financial Institutions since 1981. Since opening its first branch in August 1997, FBC has established 14 branch locations countrywide.
As part of the acquisition from T & N, ARL acquired:
(1) Tube and Pipe Industries (TPI) (www.tubepipe.co.zw), a wholly owned Zimbabwean company, established in 1968 as Morewear Tubes (Pvt) Ltd. It commenced operations in 1972 at the current premises in Harare’s Willowvale industrial site. The company changed its name to Tube and Pipe Industries in 1978 after being acquired by Turner and Newall (Manchester – UK).
(2) Turnall Fibre Cement (TFC) (www.turnall.co.zw), a division of SMM that is involved in the production of building material including fibre cement roofing products, piping and accessories. TFC manufactures conduit steel conduit pipes and couplings, water pipes, tubes, steel places and borehole casings.
a. In November1997, ARL listed through a reverse takeover of the Acacia Group, SMM’s industrial assets being Tube & Pipe Industries and Turnall Fiber Cement and changed the name to TH Zimbabwe Limited. This was one of the most successful listings in Zimbabwe that created a platform for a broad-based ownership of the company including workers and management. The operations of the Acacia group and SMM’s industrial divisions were successfully merged to create one of the strongest black-owned and controlled groups of manufacturing companies. SMM became the controlling company of THZ and strategically offloaded about 30% of its stake in the company to institutional shareholders i.e. pension funds as a broad-based empowerment initiative.
b. To create more focus and give more value to shareholders, in 2002, ARL unbundling the TH Zimbabwe group into three separate listed companies as follows: Steelnet (Zimbabwe) Limited comprising three divisions:- TPI, BMA FASTENERS, a company that was part of the Acacia Group, engaged in the manufacture of a range of bolts and nuts, wire nails, roofing products, rock support systems and specialized forgings. It also offers complementary services like hot dip galvanizing, electro plating heat treatment, wire drawing and general engineering, and Hastt Zimbabwe – www.hastt.co.zw also acquired from the Acacia Group whose activities included the manufacture of a range of engineered equipment and spares for the agricultural, transport and manufacturing industries, General Beltings Limited, also part of the Acacia stable whose activities included the manufacture of Rubber, Plastics Hoses and Belting.
He was the pioneer of an initiative to mobilise investment funds from Zimbabweans in the diaspora through a special purpose vehicle, Africa Resources Invesments Limited (ARIL) that was established in 1996. The fund was launched in 1997 in Johannesburg, South Africa. Through this initiative, a special purpose vehicle was established in Zimbabwe in 1998 to deploy the funds mobilised from the diaspora into investments. The vehicle, Ukubambana-Kubatana Investments Private Limited (UKI), was incorporated as an investment holding company through which investments were made in the financial services industry including taking a significant shareholding in FBC.
In 2000, the group made a significant inroad into the financial services sector by acquiring the largest stake in the Initial Public Offering (IPO) of Zimre Holdings Limited (Zimre) (www.zhl.co.zw) company that was formerly a state-owned company that was privatised by the state together with Dairiboard, Cottco, Rainbow Tourism Group. The government subsequently sold its controlling stake in Zimre and ARL through UKI and Endurite Properties became the largest shareholder of the listed company. ARL then unbundled the Zimre Group and listed the life company, Fidelity Life, and merged Nicoz Insurance Company with Diamond Insurance, a wholly owned subsidiary of ARL, to form Nicoz Diamond Limited, a company that was then subsequently listed on the ZSE.
In 2001, the Group established FSI Agricom Holdings (Private) Limited (Oct. 2001) as a vehicle to investing in commercial agriculture as well as provide a wholesale supply chain and trading solution to the new black farmers. During the same year, the Group established a stockbroking firm, UKI Securities (Private) Limited that was subsequently acquired by Fidelity Life Asset Management Private Limited (FLAM), a wholly
owned subsidiary of Zimre.
How Mutumwa Mawere Acquired Shabanie Mashaba Mines (Private) Limited (SMM)
By Mutumwa Mawere
Last updated: 11/12/2009 14:59:25 NEW ZIMBABWE.COM readers will be familiar with my business profile but judging from the coverage that I sometimes get, there is need to clarify a number of misperceptions regarding my acquisition of Shabanie Mashaba Mines (Private) Limited (SMM) in March 1996. People will recall that the first report that appeared in the Financial Gazette referred to me as an unknown businessman who had acquired this substantial asset from an English company, Turner & Newell Plc, based in Manchester.
Because of the size of the company, there was a perception that the government of Zimbabwe was directly involved in the acquisition. In fact, this perception is not only in the public domain but is official as shown below. The takeover of my companies following the promulgation of a Presidential decree to allow for the state to takeover any company without compensation under the guise of State indebtedness was unprecedented and illegal. To justify the expropriation the government has been at pains to characterize me as a fugitive although it is common cause that I have been a resident of South Africa since 1995. I left Zimbabwe in 1988 to join the World Bank under the Young Professionals Program. On completion of the program in 1989, I joined the private sector wing of the Bank, the International Finance Corporation (IFC), and worked in various capacities until 1995 when I resigned to relocate to South Africa.
Your readers may be aware that I was elected in absentia in 2003 to a ZANU-PF post as Secretary of Economic Affairs in the Masvingo Province. I was not consulted prior to the election and when I was informed about the election, I advised the party that I was not eligible for the post on a number of grounds. Firstly, I was not a member of the party. Secondly, I was no longer a Zimbabwean citizen since 2002 when I acquired South African citizenship. Thirdly, I am a businessman who had no interests in politics hence my decision not to join any party. Fourthly, I was not a resident of the country and as such it was inappropriate to take a position. However, my decision to decline the post after several warnings that it would cost me dearly, has led to a sequence of events that have seen me being targeted personally and all the assets deemed to be under my control being taken over by the state.
|“It is important that you interrogate the assertion by the Minister that SMM was purchased using state funds. How far true is this and what is the evidence?”|
The story is complex but you will be aware that in May 2004, I was arrested in South Africa on trumped up charges of externalization. The extradition application was dismissed by a South African magistrate on the 29th of June 2004. Ten days later, the State specified me under the Prevention of Corruption Act although no charges were mentioned. Following my specification, my companies were also specified under the same act. An Investigator, Assistant Commissioner Mangoma, was appointed to investigate my affairs but to date has failed to produce any report as required by the law. However, the specification of my companies as well as I were meant to prepare the ground for the state to takeover the companies. Following the specification of the companies, the state discovered that there was no legal instrument to takeover my companies. The government then responded by passing a decree placing my companies under the control of a state appointed administrator. Mr. Afaras Gwaradzimba, a chartered accountant that my companies had assisted in setting up his firm was appointed the administrator. Mr. Edwin Manikai, a lawyer who my companies had also assisted financially to set up a law firm, Dube, Manikai and Hwacha, also became a state agent in the pursuit of my assets on the premise that my companies were state indebted.
In this piece I will deal with the allegation that the State was involved in the acquisition of SMM. I thought it would be beneficial to capture a recent parliamentary debate on the same subject (Whole debate available from New Zimbabwe.com upon request).
In response to Hon. Mungofa’s question regarding the intention of the government to arbitrarily take over the control of SMM Holdings (Private) Limited (SMM) from me using the Reconstruction of State Indebted Insolvent Companies Act 2004, Hon. Chinamasa, responded saying: “Mawere did not use any savings but he used government guarantees to purchase the company”. This is indeed the public perception that the government was involved. The truth is that the State had no involvement in the acquisition of SMM. No guarantee was ever used by Africa Resources Limited (ARL), a company incorporated under the laws of the British Virgin Island (BVI), to purchase SMM from T & N Plc in 1996. My approach to T & N was unsolicited as confirmed in the letter from T & N Plc dated 28th September 1995 (Available from New Zimbabwe.com upon request). The Sale and Purchase Agreement (SPA) signed between ARL and T & N was governed under English law and the government of Zimbabwe was not a party to the agreement. In fact, it is surprising that Hon. Chinamasa in his responding affidavit in Case Number 12064/04 between SMM Holdings Limited (SMMH), the sole shareholder of SMM domiciled in England, had this to say “In March 1996, an acquisition agreement was concluded between T & N and ARL. Mr. Mawere is said to be the beneficial shareholder of ARL. In terms of that Agreement, T & N sold its Holdings and interests in SMMH. Simultaneously with the signing of the Agreement pertaining to the acquisition of the T & N interests, ARL concluded a Memorandum of Deposit and Charge in favour of T & N in terms of which the shares in SMMH were pledged as security against payment, over five years, of the purchase price of US$60 million. He then goes to say that between 1997 and 1998, ARL defaulted in the payment of the purchase price for the T & N interests. An amount of US$23 million remained outstanding”.
If the acquisition of T & N interests was financed through government guarantees, how could there be a payment default by ARL? In addition, the acquisition financing was secured by a pledge of shares to T & N and not to the government of Zimbabwe. If the government was the financier of the transaction, why were the shares not pledged to the government? The SPA makes no mention of the government of Zimbabwe either in terms of financing or guaranteeing the transaction and yet the Minister states as fact that the government guaranteed the transaction.
Nobody has interrogated the publicly held view that SMM was acquired through a government guarantee and some have even suggested that Hon. Emmerson Mnangagwa was involved in the transaction. I attach herewith a letter from T & N Plc that helps explain the nature of the transaction (Letter available on request). However, as can be appreciated, to justify the illegal expropriation, the government has been trying to argue that I did not contribute anything to the acquisition and, therefore, the state has a legitimate right to expropriate my assets.
There has been some confusion regarding an offshore line of credit that was arranged by SMM in 1988 from a Belgian bank, KBC. SMM secured an offshore loan of US$60 million in 1998 or two (2) years after the acquisition of the company. The Reserve Bank of Zimbabwe stipulated that the loan be provided by the bank through MMCZ on the grounds that such a loan would be serviced from SMM’s export proceeds. A government guarantee was issued in favour of KBC Bank and the proceeds of the loan were used to refinance domestic indigenous banks i.e. NMB, Heritage Investment Bank (HIB), and Universal Merchant Bank. It is important to note that since 1997 the Zimbabwean economy has been on a downward spiral and no foreign bank was willing to take the Zimbabwe risk without a government guarantee. Under the KBC facility, all payments to T & N were not permitted and surprising Hon. Chinamasa is now alleging that there was a payment default. The need to borrow offshore was primarily because SMM was a net exporter and could service the external loan with its own proceeds. The loan was fully repaid in 2002. SMM generated about US$177 million during the tenor of the loan and yet this is not mentioned.
You readers familiar with Zimbabwe may recall that the RBZ introduced a concessionary financing facility for exporters in 2000 carrying an interest rate of 15% per annum following the announcement of the 2000 budget by the then Minister of Finance, Dr. Simba Makoni. SMM was not permitted to incur any further borrowings under the KBC facility and yet had reduced the outstanding loan amount. An application was then made to borrow in the local market using the same KBC guarantee arrangement. This was done but unlike other exporters SMM ended up paying an interest rate of 35% instead of the 15% available for other exporters.
It is important that you interrogate the assertion by the Minister that SMM was purchased using state funds. How far true is this and what is the evidence? You will also appreciate that a deal of the nature of the acquisition of SMM required a lot of work and outside counsel. To the extent that the deal was an offshore one, all the pre-closing costs were paid by ARL. According to Chinamasa, I did not contribute anything to the acquisition and yet he acknowledges that it was a private sector transaction. I was the principal from the outset until I was targeted by the government with an ulterior motive to takeover my companies.
Relationship with Emmerson Mnangagwa and Mutumwa Mawere
Zimbabwean business mogul Mutumwa Mawere responds to our readers’ requests for further explanations on his business dealings with Emmerson Mnangagwa
By Mutumwa MawereI APPRECIATE the interest expressed by your readers about my relationship with Emmerson Mnangagwa and its alleged implications on my business success.
I think that if my businesses had failed the alleged relationship with Mnangagwa would not have been material but in the true African tradition, success would not have any meaning if there are no underlying forces or reasons.
A number of questions naturally come up with respect to my business success and to what extent such success was related to my associations with certain people including Mnangagwa. It is important for us to understand the nature of the businesses that I was involved in and how they were acquired before dealing with personal relationships.
Mnangagwa is a politician whose history is known to all and he belongs to a party whose ideology is left wing, given the historical legacy of the country. There have been allegations that I am related to Mnangagwa. The truth is that I am not related to Mnangagwa. I only knew Mnangagwa in 1994 when I was still working for the International Finance Corporation (IFC). At the time, he was the Acting Minister of Finance, when the late Minister Chidzero was sick.
As background, your readers may be aware that the pressure to indigenise the economy started in the early nineties and IFC was also under pressure to respond with financing instruments that would facilitate black participation in the national economy. To this end, a new initiative was established, Africa Enterprise Fund, that was targeted at black entrepreneurs. The observation at the time was that Africa was lagging behind other continents in enterprise development. The first beneficiaries of our assistance were Retrofit, a company that was set up by Mr. Strive Masiyiwa, and Mattools, a company set up by former Minister Dumiso Dabengwa.
Following a restructuring at IFC, I was transferred to the mining division with responsibilities for financing private sector projects globally. In the context of Zimbabwe, I was involved in structuring the first management buy-out of a state owned mining company, Sabi Gold Mine. The project was approved by the IFC board but the government of Zimbabwe at the last minute decided to sell the mining to a Canadian company without any experience in mining. This was a major setback to IFC because we had gone out of our way to respond to the call by the indigenous pressure groups to assist black entrepreneurs with financial assistance.
|“They did not understand why a person based in South Africa could end up buying such a big company and they were left behind”|
However, it was apparent at the time that the government did not have any coherent program for black economic empowerment. The decision to sell to a foreign entity was made by the Minister of Mines at the time without the consent of cabinet. I was then asked to consult with the Ministry of Finance to ascertain whether they were serious about black economic empowerment. That led me to contact Minister Mnangagwa and brief him on the project and the implications of the decision made by the government on future assistance to the black empowerment process.
The Canadian transaction was later cancelled by the government but it was too late for IFC assistance. At the same time, South Africa was going through a transition from apartheid to a democratic dispensation. I was involved in developing a strategy of black economic empowerment in South Africa particularly in the mining sector where the established businesses were scared about the possibility of the new government nationalising their assets. In that context, we managed to come with a strategic framework that then provided a mechanism for blacks to be accommodated in the mining sector. Pursuant to this, I was approached by Investec Bank Limited to set a joint venture management company to mobilise domestic and international capital to assist black mining entrepreneurs. I then relocated to South Africa in November 1995.
However, prior to my relocation to South Africa, I bumped into Mnangagwa at the Meikles Hotel in Harare during my business visit while still working for the IFC. He briefed me on the decision that the cabinet had made regarding the Sabi Mine privatisation. He also expressed an interest in learning more about empowerment and how Zimbabwe could respond to the quest for a more equitable economic dispensation.
He then invited me to Kwekwe to meet with his colleagues as well as business people who were attending a celebration party. They wanted to learn more about the experiences of other countries on the question of empowerment. I briefed them on the South African processes and the need for a policy framework to support domestic capital formation. When I relocated to South Africa I continued to work on the SMM acquisition. The deal was a private sector transaction involving two offshore companies.
The purchase price was US$60 million and it was to be paid from future cash flows. There was no government involvement in the deal as confirmed by the sellers in the attached letter (available on request). Following the acquisition, there was considerable interest in Zimbabwe on the transaction and how it was structured. You may recall that a new term was introduced in Zimbabwe regarding financial engineering. However, a number of politicians including the current Governor of Midlands, Cephas Msipa, complained to the President why I was allowed to buy the mine alone without including employees and the local communities. The complaints also emanated from the indigenous business groups who felt that the government should have blocked the transaction to reserve it for them.
They did not understand why a person based in South Africa could end up buying such a big company and they were left behind. In addition, they felt that they should get all the credit and black economic empowerment deals since they felt that it was through their collective pressure that a foreign company had agreed to sell. These pressures were all falling on me and at no time did Mnangagwa come to my rescue as would have been required if he had an interest.
In addition to structure, negotiate and finance — an offshore deal required risk capital and Mnangagwa had no access to foreign currency to pay the various service providers to ARL. In response to the pressure, I then offered my assistance to the indigenization process. To the empowerment groups, I hosted a number of conferences in South Africa for them to gain a better understanding on how to structure deals rather than making a lost of noise. To the government, I agreed to offer technical advice to a national empowerment initiative.
The President then appointed Mnangagwa as the Chairman of a committee to look into the question of empowerment and benefit from my experience to ensure that indigenous groups would pay a better price that I had negotiated in empowerment transactions. I then assisted the committee to negotiate with Anglo American Corporation for the disposal of their interest in Bindura Nickel Corporation (BNC) to an empowerment company, National Investment and Economic Empowerment Corporation. The company was chaired by Mr. James Mushore. Mr. Godfrey Gomwe who was the CEO of ARL in Zimbabwe, was then appointed a non-executive director of Amzim. Mr. Gedion Gono was appointed by as a director of BNC while Mr. E. Ngugama became the first black non-executive Chairman of Amzim. To my knowledge, NIEC still holds an interest in BNC. I also assisted in the negotiations with Zimasco, Southhamption Life Assurance, and Lonrho Mines.
However, the initiative was scuttled by infighting in Zanu PF. The government could not come up with a coherent strategy on the economic empowerment question and the allegation that the Mnangagwa committee was tribally based took root. In response, the committee was enlarged to include: Ministers Dabengwa, Sekeramayi, and Muchinguri. A board of professionals was appointed by the committee and I was not on the board. After the appointment of the board, all the issues were left to Mnangagwa and his board. You may also recall that I was the pioneer of the drive to open an investment window for non-resident Zimbabweans to invest in Zimbabwe.
However, many Zimbabweans were concerned about the security of their investments in Zimbabwe as well as the consistency of economic policies. To this end, I invited Mnangagwa to some of the meetings with non-resident Zimbabweans so that he could shed more light on government’s thinking regarding their potential investments. Because the meetings were captured in the media a perception was created that Mnangagwa was my business Godfather. I do appreciate that there has been confusion about this history and Mnangagwa’s political enemies obviously took advantage of the situation to locate him in the party’s succession wars and then implicate my name in the mess. I have never been a member of the party but I felt that it was important that I contribute to the nation building process by ensuring that the empowerment process was more structure and intelligent than accusing whites of causing black poverty even in the face of a black government that has been in power for twenty five years without addressing the institutional and capacity issues that hinder black participation.
You may not be aware that even Phillip Chiyangwa set up his investment vehicle in opposition to mine and named it Native Africa Investment Limited to demonstrate that my holding company, Africa Resources Limited, was not indigenous. Some politicians naturally felt that they had been left out and daggers were out for me. In fact, if you had enough space I would share with you my experiences so that you can understand that I faced more roadblocks from the government than from whites. It is ironic that the market has a different impression. Just imagine that I inherited a product that is sick (asbestos) and converted it into a conglomerate that is now defined as an empire.
The party that has given Mnangagwa a political home did not trust any African to run its own businesses since independence. The businesses were run by two Indian brothers. If I was a trusted proxy for Mnagagwa would he have not put the party businesses under my control? Would I not have been appointed to parastatal boards and participate in the gravy train? Would I have been based in South Africa when my principal would have needed a friend to fight his succession battle? Would I not have won government contracts? Would the NDA television program have been banned by the government if Mnangagwa was behind me? Would I have been arrested in South Africa and lost my businesses and the government leave Mnangagwa alone? Would Mnangagwa’s relatives i.e. Manikai and Gwaradzimba have been involved in assisting the government to expropriate my assets if I was his proxy?
It is important that we continue to interrogate the relationship in the interests of better understanding our history. It is cheap to suggest that a mere association of a business person with a politician necessarily results in business success. We need to establish concrete steps that Mnangagwa took to assist my businesses to succeed. If we apply the same logic, all state controlled institutions would be success stories. In addition, Zanu PF linked businesses would have all been success stories. Finally, we need to question whether ZANU-PF is a market friendly party or it is party that believes that all businessmen are crooks and criminals.
Mawere: on Manikai, First Bank and company seizures
Last updated: 11/12/2009 14:59:25 AS A follow up to the live discussion on the New Zimbabwe.com forum, I think it is important to address the questions raised not only because of their importance but the nature of the questions reflect the lack of understanding about the manner in which I acquired Shabanie and Mashaba Mines (Private) Limited (SMM) and how the companies were managed subsequently. I refer to the question shown below that was raised by one of your readers:
|“Because I knew too much about the corrupt deal, I believe that it is one of the reasons among many that I am being targeted“|