On the morning of 4 February 2026, shareholders of Econet Wireless Zimbabwe received a circular that, at first glance, appeared to be a standard capital markets restructuring. Its language was precise, legalistic, and conservative in tone. It described a three-part process. First, Econet Wireless Zimbabwe would seek to voluntarily delist from the Zimbabwe Stock Exchange. Second, shareholders would be offered an exit consideration. Third, a new company called Econet InfraCo would be introduced to the Victoria Falls Stock Exchange.
What followed was, in legal terms, a masterclass in transactional engineering. But what the documents revealed — and what The Southern African Times can now confirm — is that this restructuring masks a far-reaching and deliberate shift in the governance, transparency, and capital structure of one of Zimbabwe’s most systemically important listed companies.
Through forensic analysis of the circular and an accompanying legal opinion, we have concluded that this transaction is not merely aggressive. It is a strategic move designed to isolate the most valuable parts of the Econet group, disenfranchise minority investors, and insulate key infrastructure from both creditor reach and public scrutiny.
This is Zimbabwe’s most technically compliant capital markets transaction. It may also be the most dangerous.
Section One: The Offer They Cannot Refuse
At the heart of the proposal is an offer to existing shareholders of Econet Wireless Zimbabwe. The company will delist its nearly three billion shares from the Zimbabwe Stock Exchange. In exchange, shareholders are offered a consideration of fifty United States cents per share. However, this is not a full cash exit. Only seventeen cents is provided in cash. The remaining thirty-three cents comes in the form of shares in Econet InfraCo — a new company that will be listed by way of introduction on the Victoria Falls Stock Exchange.
This structure is not optional. Shareholders cannot choose to receive only cash. The offer is indivisible. They must accept both components as a single, locked arrangement.
This mechanism is problematic for three reasons.
First, the cash portion is minor. A shareholder with one million shares receives only one hundred and seventy thousand dollars in cash. The rest of the offer is illiquid equity in a company that has no historical track record, no third-party revenue, and is entirely dependent on Econet as its sole client.
Second, there is no credible secondary market for the new InfraCo shares. The Victoria Falls Stock Exchange is considerably smaller than the Zimbabwe Stock Exchange. Its depth, liquidity, and institutional engagement are limited. This makes price discovery impossible and increases volatility risk for any shareholder who might wish to sell.
Third, the exit valuation is predicated on a figure that lacks substantive foundation.
Section Two: The Fiction of One Billion Dollars
The valuation of Econet InfraCo is set at one billion United States dollars. This is an impressive number, but the method used to derive it raises red flags. The company forecasts EBITDA of fifty point four two million dollars for the 2026 financial year. It then applies an enterprise value to EBITDA multiple of twenty times to reach the billion dollar mark.
However, there is no indication in the circular that this forecast is based on audited financials. The projected earnings are internal estimates with no verification. More concerning is the selection of comparable companies used to justify the multiple.
Rather than referencing African telecommunications tower operators such as Helios Towers or IHS Towers, which trade at enterprise value to EBITDA multiples between nine and twelve times, the circular references Zimbabwean property companies. These companies operate under entirely different capital structures and have different revenue models. The justification for using them as comparables is not presented. Even within this group, the company excludes West Properties — a listed firm trading at over fifty-seven times EBITDA — from the sample, claiming it is an outlier. The result is a selectively curated group of comparables that inflates the implied average multiple, thereby supporting the one billion dollar figure.
Additionally, the fairness opinion cited in the circular, produced by Fincent Advisory Partners, is summarised but not disclosed in full. This denies shareholders access to the valuation model, assumptions, and sensitivity analysis. Without this, there is no transparency on what discount rates, terminal values, or revenue drivers were used to support the one billion dollar headline.
Section Three: Inflated Value, Disqualified Numbers
Even if one accepts the use of forecasts and unusual comparables, the larger issue is that the financials used to justify the valuation may themselves be invalid. Econet Wireless Zimbabwe has received three consecutive adverse audit opinions for the years 2023, 2024, and the first half of 2025. These were issued by BDO Zimbabwe, which explicitly stated that the company had failed to comply with IAS 21, the international standard on functional currency.
BDO concluded that Econet’s functional currency should be the United States dollar. The company has instead continued to report in Zimbabwean dollars. This, according to the auditors, renders the financial statements materially and pervasively misstated. In practical terms, it means the numbers used in the circular are not compliant with international financial reporting standards and cannot be relied upon.
This issue is compounded by the fact that the InfraCo forecast is built on these flawed foundations. There is no effort made in the circular to normalise for the currency misstatement. No adjustment has been applied to reflect the accounting divergence. There is no footnote or sensitivity analysis showing how the valuation would change under a restated currency basis.
This is a critical omission. The auditors themselves state they cannot quantify the full impact of the non-compliance. Yet this very data is used to price the exit offer, justify the InfraCo spin-off, and support the broader restructuring.
Section Four: The New Fortress of Control
Once Econet Wireless Zimbabwe delists, the company will establish an over-the-counter mechanism to facilitate trading in its shares. However, this mechanism is not subject to exchange regulation. It gives the board absolute discretion over whether to approve or reject any transfer of shares.
There is a stated floor price of fifty cents. However, the company may deny any trade that occurs at or below this price. If a shareholder applies to transfer shares and the board does not respond within seven calendar days, the request is automatically considered denied.
This is an unprecedented level of control. It means that the board — which will remain under the influence of Econet Global Limited, the Masiyiwa family’s holding vehicle — can effectively determine who may and may not become a shareholder. They can block activists, deny entry to external institutional investors, and prevent unwanted scrutiny.
The circular describes this mechanism as a measure to protect shareholder value. In reality, it is a mechanism to ensure that Econet Global’s control remains unchallenged, and that the post-delisting register remains free of dissent.
This is a gating mechanism without precedent in modern Zimbabwean capital markets.
Section Five: Regulatory Abdication and the Vacuum of Oversight
A transaction of this magnitude — involving asset transfers, adverse audit opinions, valuation opacity, and shareholder disenfranchisement — would ordinarily prompt active scrutiny from regulatory authorities. Yet to date, no public comment has been issued by:
- The Securities and Exchange Commission of Zimbabwe
- The Zimbabwe Stock Exchange
- The Victoria Falls Stock Exchange
- The Reserve Bank of Zimbabwe
This silence is telling. It speaks not to institutional confidence but to systemic regulatory inertia. The ZSE will lose one of its most liquid and visible counters. The VFEX will gain a company whose market value is speculative, dependent on related party contracts, and whose operating history is zero days.
Despite this, there is no public record of listing committee queries, no regulatory position paper on valuation methodology, and no indication that minority shareholder protection has been independently considered.
The Reserve Bank, for its part, has not weighed in on the implications of monetising a portion of the exit consideration in hard currency. The restructuring involves foreign exchange flow, valuation of assets denominated in United States dollars, and the creation of an offshore-favoured infrastructure vehicle. The Reserve Bank’s oversight in such matters is standard, yet it is absent here.
The net result is a regulatory apparatus that has surrendered its protective role.
Section Six: The Institutional Failure to Represent
Among the most disturbing aspects of this deal is the silence of Zimbabwe’s institutional investors. Pension funds, insurance companies, and custodians hold large positions in Econet Wireless Zimbabwe. Many of these institutions have both the financial resources and legal expertise to challenge transactions that may prejudice their beneficiaries.
Yet none have issued dissent. None have publicly demanded disclosure of the full independent valuation report. None have challenged the indivisible nature of the exit offer. And none have raised alarm about the trading restrictions that will follow delisting.
This is not passive acceptance. It is active abdication.
The primary duty of institutional investors is to act in the best interest of their beneficiaries. That duty includes contesting transactions where governance, valuation, and fairness are called into question. In this case, fiduciary responsibility has been replaced with institutional compliance.
By failing to challenge, these institutions are not simply watching value erode. They are allowing the erosion to proceed under their stewardship.
Section Seven: Strategic Asset Isolation by Design
A closer look at InfraCo’s business model reveals that it is not an independent company in the traditional sense. It is a downstream infrastructure holder that receives its revenues primarily from one source — Econet Wireless Zimbabwe.
This dependency introduces multiple risks:
- Revenue concentration, which limits InfraCo’s pricing power
- Contractual dependency, which introduces counterparty risk if Econet underperforms
- Capital rigidity, since any future expansion requires internal financing or related-party guarantees
More importantly, InfraCo’s clean balance sheet and projected dollarised cashflows suggest another strategic motive: asset insulation. The broader Econet ecosystem includes Cassava Technologies, Liquid Telecom, and various cross-border holdings with complex debt structures and refinancing burdens. By relocating high-value assets into InfraCo — away from group-level liabilities — the group may be creating a firewall against future creditor exposure.
This is especially critical in an environment where macroeconomic volatility and hard currency shortages have impaired group earnings. A debt firewall structured via a publicly listed but internally controlled infrastructure vehicle offers the group a layer of financial security not available through traditional refinancing tools.
This is not simply a spin-off. It is structural ringfencing at national scale.
Section Eight: Economic Signalling and the Death of Market Trust
Capital markets are built on signals. Every transaction tells a story. This transaction signals that a publicly listed company can be transformed into a privately controlled entity without market challenge. It signals that adverse audit opinions may be ignored when convenient. It signals that liquidity can be revoked with a procedural vote. It signals that new companies can be valued based on unverified projections and partial fairness opinions.
For both domestic and international investors, these signals are catastrophic.
If Zimbabwe’s most respected corporate issuer can restructure itself in this manner, what prevents others from doing the same? If the precedent is set, the delisting of Econet may be followed by a wider collapse in public market confidence. Investors will begin to price in governance risk not as an outlier, but as a feature of Zimbabwe’s market structure.
The long-term consequence is a higher cost of capital, a smaller institutional investor base, and the erosion of public market viability.
Section Nine: The Illusion of Legal Cleanliness
Every page of the circular has been vetted by lawyers. Every procedural step has been referenced to Zimbabwe’s Companies and Other Business Entities Act. Yet the use of legality as a shield cannot be mistaken for ethical correctness.
This transaction is compliant in form but toxic in substance.
Shareholders are offered a take-it-or-leave-it package. They are asked to base their decisions on financials that the auditors have explicitly disqualified. They are not allowed to access the full valuation model. They cannot freely trade their shares post-delisting. They are denied liquidity while the controlling shareholder preserves strategic dominance. They are denied the tools of resistance.
What this represents is a regulatory arbitrage. By adhering to the letter of the law while ignoring its spirit, the company has achieved an outcome that defeats the very purpose of listing.
Section Ten: The Final Reckoning
The Southern African Times views this transaction as a pivotal moment in Zimbabwe’s financial history. It is a moment when control defeated disclosure, when structure overcame scrutiny, and when silence enabled strategic asset segregation.
This is Zimbabwe’s financial Watergate. No criminality may exist. No political scandal may be unearthed. But the architecture of the transaction — its intent, its construction, and its impact — make it a matter of national concern.
We now call upon the following:
- The Zimbabwe Stock Exchange must halt the delisting process until an independent investigation is completed
- The Victoria Falls Stock Exchange must publish a rationale for admitting InfraCo under these conditions
- BDO Zimbabwe must be empowered to speak publicly about the material risks of the adverse audit opinions
- Institutional investors must form a committee to review the transaction and represent shareholder interests
- Econet Wireless Zimbabwe must publish the full Fincent valuation report for public scrutiny
If these actions are not taken, the legitimacy of Zimbabwe’s entire capital market regime will remain in question.
Conclusion: Not All Extractions Require Violence
This was not a hostile takeover. No boardroom was stormed. No midnight vote was staged. Instead, a series of circulars, forecasts, and fairness summaries were issued. Each was calm. Each was framed as positive. Each was crafted with the finesse of regulatory theatre.
But the outcome is clear.
Public capital has been replaced with private control. Market access has been substituted with board discretion. Transparency has been abandoned in favour of structure. A billion-dollar valuation has been accepted without scrutiny.
And the one group excluded from challenge, consequence, or constraint is the controlling shareholder.
This is the anatomy of a modern extraction.
The Southern African Times is committed to investigative reporting that serves the public interest. This article is based exclusively on materials made publicly available to shareholders, including the Econet Wireless Zimbabwe shareholder circular dated 4 February 2026 and an accompanying legal analysis issued in response to that document. No confidential or unpublished internal material has been used.
All factual references are drawn directly from official communications circulated by Econet Wireless Zimbabwe or its advisers. Analytical interpretations and editorial commentary are provided in good faith, based on these publicly available sources, and reflect standard market analysis methods.
The Southern African Times makes no assertion of illegality, criminal conduct, or malfeasance by Econet Wireless Zimbabwe, Econet Global Limited, or their affiliates. Rather, this article critiques the structure, transparency, and shareholder implications of a proposed corporate transaction involving listed securities, in the legitimate context of public interest reporting and corporate governance scrutiny.
We welcome any clarifications, factual corrections, or responses from Econet Wireless Zimbabwe or any named stakeholder, which will be published in accordance with our editorial policy and commitment to balanced reporting.
