Victoria Falls Stock Exchange Trading Handbook 2025 www.ihsecurities.com TABLE OF CONTENTS The Victoria Falls Stock Exchange Regulations Affecting Foreign invest Custodial Services Transfer Secretaries Trading Costs Trading Costs VFEX ZDR Trading Costs VFEX Bonds Trading Under CSD Listed Securities Securities Trading Personnel Profiles Contact Details 3 5 6 7 8 9 10 11 13 14 19 24 The Victoria Falls Stock Exchange The Victoria Falls Stock Exchange (VFEX) was established in 2020 and is a subsidiary of the Zimbabwe Stock Exchange (“ZSE”). It was established to kick start the Offshore Financial Services Centre (OFSC) earmarked for the special economic zone in Victoria Falls. It has 20 member firms and 16 listed securities as of the 31st of December 2024. The VFEX operates according to the Securities and Exchange Act (Chapter 24:25). The VFEX aims to cater to fungibility of dual listed shares and broaden the horizon for capital markets. ▪ ▪ Trading days and times are Monday to Friday: ⮚ Pre-opening: 09:00am - 09:30am ⮚ Trading : 09:30am - 13:00am Settlement is T+3 working days basis. However, testing for T+2 settlement commenced on the 13th of January 2025, with implementation still in the pipeline. Trading System and Settlement The VFEX trades on an Automated Trading System (ATS). Post the pre-opening session from 9am to 09:30am, the market trades from 09:30am to 13:00am on a daily basis. Trading and Settlement Currency United States Dollars (US $) Minimum Trade 1 share www.ihsecurities.com 3 The Victoria Falls Stock Exchange Complaints Procedure If investors have complaints they wish to lodge, this can be done via the VFEX. If still not satisfied, complaints can be directed to the Securities and Exchange Commission of Zimbabwe (SECZ). Market Regulation The VFEX is supervised by the SECZ. The SECZ is a statutory body established in terms of the Securities Act. Members of the VFEX are licensed by the SECZ, which also determines the level of capitalisation required for practising members of the VFEX. The SECZ has the power to intervene in the event that irregularities arise in the areas of conduct of licensed members, financial difficulties, rejection of applications and/or termination of membership. The VFEX supervises and monitors the trading process to ensure transparency in the market and to prevent manipulation of the market. All trades for listed securities by members of the VFEX are declared to the VFEX. Any unethical or criminal activities are dealt with within the framework of the rules and regulations governing stock market transactions in Zimbabwe. www.ihsecurities.com 4 Regulations: VFEX Foreign Investors Foreign investors can participate on the bourse provided they bring in their capital through normal banking channels. No prior exchange control approval is necessary for a foreign investor to participate on the Victoria Falls Stock Exchange. Authorised dealers, acting on behalf of non-resident investors and FCDA holders, receive funds for onward transmission to stock brokers for purchase of shares. Settlement and clearing of transactions is effected through the CSD system, authorized by custodians. Withholding taxes on dividends are deducted at source at the rate of 5% dividend tax and exemption from capital gains withholding. Repatriation of income and capital is free. This is subject to proof that payment for any purchases was made with funds received through formal banking channels. Please note that it is now mandatory to trade through the CSD, therefore all investors transacting on the VFEX must have a CSD account open with a local custodian as All shares will be dematerialised into electronic form prior to them trading/settling under the CSD. www.ihsecurities.com 5 Custodial Services VFEX Below is a list of companies that provide Custodial Services: Stanbic Bank CABS Custodial Services Telephone: +263 242 759 471-9 Email: custodyzim@standardbank.co.za Telephone: +263 242 308 400 Email: CustodialServicesDivision@cabs.co.zw FBC Custodial Services CBZ Custodial Services Telephone: +263 242 704145-7 Email: CustodialServices@fbc.co.zw Telephone: +263 242 748 050-79 Email: custodialservices@cbz.co.zw ZB Custodial Telephone: +263 8677 002 001/005 Email: Paidamoyo Mberikwazvo (PMberikwazvo@zb.co.zw) www.ihsecurities.com 6 Transfer Secretaries VFEX Corpserve ZB Transfer Secretaries Address: 2nd Floor, ZB Centre, Cnr. First St / Kwame Nkrumah Ave, Harare Telephone: +263 242 750 711, +263 772 266 225 Fax: +263 242 752 629 Email: corpserve@escrowgroup.org Address: 21 Natal Road, Belgravia, Harare Telephone: +264 242 781 361 Email: transfersecretaries@zb.co.zw First Transfer Secretaries Address: 1 Armagh Road, Eastlea, Harare Telephone: +263 242 782 872 Fax: +263 242 749 048 Email: info@fts-net.com www.ihsecurities.com 7 Trading Costs VFEX Buying (%) Selling (%) Brokerage Fees 0.6 0.6 Securities and Exchange Commission Levy 0.15 0.15 Victoria Falls Stock Exchange Levy 0.15 0.15 CSD Levy 0.04 0.04 Stamp Duty 0.25 - - 1.00 VAT @ 15% on Brokerage 0.09 0.09 Total Transaction Costs 1.28 2.03 Capital Gains Withholding Tax Total Costs for Buying and Selling 3.31 Note: ▪ Total round trip charge 3.31% www.ihsecurities.com 8 Trading Costs VFEX ZDR Buying (%) Selling (%) Brokerage Fees 0.1 0.1 Securities and Exchange Commission Levy 0.15 0.15 Victoria Falls Stock Exchange Levy 0.15 0.15 CSD Levy 0.04 0.04 Stamp Duty 0.25 - - 1.00 VAT @ 15% on Brokerage 0.015 0.015 Total Transaction Costs 0.71 1.46 Capital Gains Withholding Tax Total Costs for Buying and Selling 2.16 Note: ▪ Total round trip charge 2.16% www.ihsecurities.com 9 Trading Costs VFEX Bonds Buying (%) Selling (%) Brokerage Fees 0.065 0.065 Securities and Exchange Commission Levy 0.15 0.15 Exchange Levy 0.012 0.012 CSD Levy 0.01 0.01 Stamp Duty - - Capital Gains Withholding Tax - 1.00 VAT @ 15% on Brokerage 0.00975 0.00975 Total Transaction Costs 0.25 1.25 Total Costs for Buying and Selling 1.49 Note: ▪ Total round trip charge 1.49% www.ihsecurities.com 10 Trading Under CSD Prescribed procedure to open and trade through CSD ▪ ▪ ▪ ▪ ▪ ▪ Open an account with a local custodian of your choice. If this is a new account opening, you will have to comply with the KYC process and formal account opening requirements of your selected custodian. The two available depositories are Chengetedzai Depository Company Limited and ZSE Depository, representing select stocks. If you already hold an account with a local custodian, simply confirm that the custodian has opened a CSD account on your behalf or formally request that this be done. The custodian will then formally upload your details into the CSD system, and a CSD account number will be generated on your behalf. Investors should ensure that they have both a CSD account number, and a Custodian account number before trading on the CSD. Carefully note that it will only be possible to transact in shares which have been dematerialised through a CSD account that has been opened in the way described above. Dematerialising shares ▪ ▪ ▪ ▪ ▪ The dematerialisation process begins with investors submitting their physical share certificates (with signed securities deposit forms) to their custodian. The process of dematerialisation takes up to 72 hours. Brokers can assist investors in this process by liaising with the custodian on their behalf, once the investor has formally instructed the custodian to dematerialise their share certificates as per above. Investors will only be able to send buy instructions to their broker after placing funds in their account with the custodian. Investors will only be able to send sell instructions to their broker in counters that have been on-boarded to CSD once their shares have been dematerialised. www.ihsecurities.com 11 CSD Cycle Trading and Settlements Flow under CSD ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ ▪ After trading and confirmation of deals executed by brokers in the morning, matching of the deals for settlements purposes on the CSD will be done at 14:00 hours on T+0. Final allocation of trades is done by 15:30 hours on T+0. The custodian model is a beneficial owner, double entry model, therefore contract notes for purchase deals are generated to match corresponding sell deals. This means an investor can receive several contract notes for one trade, depending on how many different sellers constituted his/her buy trade. CSD notifies stockbrokers and custodians of final allocations after matching. The CSD system generates a pre-settlement report on T+1 by 14:30 hours and settlement funds need to be in place at this time. Trades settle on T+3 by 11:00 hours. Final settlement reports are generated by 14:30 hours on T+3. Defaults attract a penalty of 0.2% of the trades value of the transaction for every day that the transaction remains outstanding post settlement date. The penalty shall be levied in accordance with CSD Penalties Framework and CSD Business Process Flows Failed trades attract 2% of the value of the transaction as a penalty, 100% of the amount goes to the Guarantee fund. Withdrawal of certificates from the CSD takes 72 Hours and attracts a fee of US$10 per certificate payable to the Depository company at the prevailing interbank rate. Transfers and pledges can also be effected within the CSD system. www.ihsecurities.com 12 VFEX Listed Securities (as at 31 Dec 2024) Bloomberg Sector Ticker Market Cap (USc) Issue (mn's) (US$ mn's) ASUN:ZH Hospitality 2.81 1,477.90 41.53 Axia Corporation Limited AXIA:ZH Specialty Retail 8.52 556.00 47.37 BNC BIND:ZH Mining - 1,272.73 - Caledonia CMCL:ZH Mining 1,600.00 0.62 9.92 Edgars EDGR:ZH Retail 1.10 604.25 6.65 FCB FCA:ZH Banking 4.00 2,160.87 86.43 Innscor Africa Limited INN:ZH Conglomerate 47.11 575.78 271.25 Invictus Energy Mining 10.00 98.53 9.85 NedBank Zim Depository Receipts Finance 1,200.00 0.16 1.92 Padenga PHL:ZH Mining 18.20 544.30 99.06 Seed Co Intl SCIL:ZH Agro 22.00 393.65 86.60 Simbisa SIM:ZH Retail 31.85 562.18 179.06 1,005.00 30.00 301.50 1.50 344.58 5.17 Zimplow ▪ Shares In African Sun West Prop Holdings Limited ▪ Price Real Estate ZIMPLOW:ZH Manufacturing Dual listed shares registered on the ZSE and currently in suspension are expected to re-list on the VFEX as per recommendations from the Ministry of Finance and Economic Development. However, discussions with regards to re-listing of Old Mutual and PPC are still ongoing. The VFEX is ordinarily priming itself to offer capital-raising opportunities to a specific category of companies, being hard currency earners, so typically exporters and companies with a regional footprint. www.ihsecurities.com 13 Securities Trading SERVICE OFFERING & APPROACH Inter-Horizon Securities (Pvt) Limited (IH Securities) is a securities trading business within the Inter-Horizon Group. IH Securities is registered as a dealing member of the Zimbabwe Stock Exchange and as a Broker/Dealer at the Securities Exchange Commission of Zimbabwe. IH Securities offers world class services and we have invested in the technology, systems, as well as experienced talent to ensure that we deliver the best execution of trades and research for clients. APPROACH SERVICES AFTER TRADE IH Securities understands that investors have individual needs. We are therefore committed to providing service customized to your needs. To better meet your individual needs, we offer a wide range of advice and research choices, from one-on-one consultations to comprehensive technical reports. Whatever your preference, we provide the services that best fit your investing style. We are also committed to providing investors with fact-based information of the highest quality that they can trust, to enable them to make the most optimal decisions regarding their investments. Our services to investors include the provision of high-quality research on which our clients can make sound investment decisions; regular updates on the market and any news that we expect to move the market; daily electronic notices of our recommendations; investment presentations and comprehensive reporting on investor portfolios. Ensuring good services to investors does not end with assisting the investor to decide on optimal trades. We are committed to ensuring that the investor has an effortless after-trade experience with us Our wide industry network and vast experience trading in equities, and carrying out high quality research across industries enables us to analyze, understand and make recommendations on individual counters and the market as a whole. To ensure an effortless after-trade experience for the investor, IH securities has put together a client focused team of brokers, that will communicate effectively with investors on trade quantities as well as prices, as soon as trades are executed. In addition to our Brokers, IH Securities has also invested in an efficient back office capable of quickly effecting trades, settlement and payment. This efficiency is facilitated by the state-of-the-art Sybrin system. 15 IH Securities Research At IH Securities, we believe fact-based research is a crucial part of any investment decision. As such, Equity Research underlies all aspects of IH Groups’ business, from new issues and secondary fundraisings, to supporting our corporate broking and sales teams. The quality, accuracy and timeliness of our Equity Research is key to our ability to service our institutional and corporate investors and, in light of this, we have built a highly experienced team of analysts covering the entire domestic market. The Equity Research team provides comprehensive research on local companies listed on the Zimbabwe Stock Exchange. IH Securities adopts what we like to call ‘’the house view’’, a team approach to stock and sector selection. We recognize that market sectors are linked to each other, thereby necessitating a good understanding of all sectors. By covering the entire market we gain a perspective on the stock market as a whole, helping us to identify broader economic trends and their likely effect on stock prices. As a client of IH Securities, you will have full access to: QUALITY RESEARCH Propriety research and a wide range of third-party perspectives to help you build a portfolio optimal for you. RELIABLE RATING SERVICES Objective Equity ratings based on IH Securities analysis. DAILY MARKET UPDATE Daily coverage of ZSE and VFEX listed companies and business news that may impact the market RESEARCH FLASH Daily electronic alert ensuring that investors are aware of our current recommendations as early in the day as possible COMPREHENSIVE REPORTING Monthly statements and portfolio valuations encompassing investment quantities, costs, market values, yields and changes in holdings. DOMESTIC NEWSLETTER Regular newsletter reviewing the international and local economies, major stock and financial markets.. INVESTMENT PRESENTATION We will hold investment presentations periodically for our clients. 16 TRANSACTIONS 2012 2015 AGRI-INDUSTRIAL 2013 INDUSTRIAL Lead Financial Advisors & Sponsoring Broker Lead Financial Advisors and Sponsoring Broker US$ 8,000,000 Not applicable Financial advisors on the rights issue capital raise for the business. Lead financial advisors and sponsoring broker to Innscor with regards to unbundling and listing Innscor Quick Service Restaurant Business. FMCG 2015 FMCG 2014 AGRI-INDUSTRIAL 2015 Lead Financial Advisors and Sponsoring Broker Lead Financial Advisors and Sponsoring Broker US$5,000,000 Market Capitalisation US$77,600,000 Lead financial advisers with regards to a rights issue. Lead financial advisors and sponsoring broker to Unbundling and Listing on the ZSE of Simbisa Brands Limited. 2016 RETAIL & DISTRIBUTION Lead Financial Advisors & Sponsoring Broker Buy-Side Advisor And Broker Lead Financial Advisors and Sponsoring Broker Not applicable US$ 40,100,000 Provided valuation, demerger and restructuring services. Market Capitalisation US$40,620,000 Private placement of 5% of issued share capital of SeedCo, outright purchase of a 10% stake in SeedCo from aico & the granting of a call option to purchase 10% of the issued share capital of SeedCo. Lead financial advisors and sponsoring broker to Unbundling and Listing on the ZSE of Axia Corporation Limited. MANUFACTURING 2016 AGRI-INDUSTRIAL Sponsoring Broker US$ 4,000,000 Sponsoring broker to a transaction for the conversion of shareholder debt to equity. 17 TRANSACTIONS 2017 MINING 2017 Lead Financial Advisors and Sponsoring Broker Lead Financial Advisors and Sponsoring Broker Not applicable Not applicable Lead financial advisors and sponsoring broker to a transaction for the establishment of the 2017 Padenga Share Option Scheme and implementation of the indigenisation plan. 2020 HOSPITALITY Lead Financial Advisors & Sponsoring Broker Not Applicable Lead Financial Advisors relating to the Acquisition of the entire issued share capital of Dawn Properties Limited in exchange for an issuance of African Sun Limited ordinary shares listed on the ZSE. FMCG Lead financial advisors and sponsoring broker to the Scheme of Arrangement for the offer to minority shareholders from Innscor Africa Limited. 2020 REAL ESTATE Lead Financial Advisors & Sponsoring Broker FMCG HOSPITALITY FMCG 2018 2020 Lead Financial Advisors and Sponsoring Broker Lead Financial Advisors & Sponsoring Broker Not applicable ZWL$70,000,000 Lead financial advisors and sponsoring broker to the dual listing of Simbisa Brands Limited with a secondary listing on the London Stock Exchange Alternative Investment Market (“AIM”) by way of a new issuance of ordinary shares; and the acquisition of Foodfund in exchange for an issuance of Simbisa ordinary shares listed on AIM. 2021 HOSPITALITY MINING RETAIL RETAIL Lead financial advisers with regards to a rights issue. 2021 MINING Lead Financial Advisors & Sponsoring Broker Lead Financial Advisors & Sponsoring Broker Not Applicable Not Applicable Relating to the secondary listing on the VFEX by issue of Zimbabwean Depository Receipts. Relating to the termination of the ZSE listing in favour of the VFEX. Not Applicable Relating to The Acquisition of the entire issued share capital of Dawn Properties Limited by African Sun Limited whereby 1 African Sun Limited Share will be offered for every 3.988075946 Dawn Properties Limited Shares Held. 18 TRANSACTIONS 2022 AGRO-INDUSTRIAL MINING 2022 2023 Lead Financial Advisors & Sponsoring Broker Lead Financial Advisors & Sponsoring Broker Not Applicable US$30 million Relating to the termination of the ZSE listing in favour of the VFEX. Relating to the listing and issuance of the debt instrument FMCG HOSPITALITY BANKING 2023 BANKING RETAIL Sponsoring Broker HOSPITALITY Lead Financial Advisors & Sponsoring Broker Lead Financial Advisors & Sponsoring Broker Not Applicable Not Applicable Relating to the termination of the ZSE listing in favour of the VFEX. Relating to the termination of the ZSE listing in favour of the VFEX. ZWL$44,4900,000,000 Sponsoring broker to CBZ Holdings’ acquisition of a stake in First Mutual Holdings from NSSA. 2023 HOSPITALITY 2023 RETAIL & DISTRIBUTION 2023 FMCG 2023 REAL ESTATE Lead Financial Advisors & Sponsoring Broker Lead Financial Advisors & Sponsoring Broker Sponsoring Broker Not Applicable Not Applicable Market Capitalisation ZWL$48,552,000,000 Relating to the termination of the ZSE listing in favour of the VFEX. Relating to the termination of the ZSE listing in favour of the VFEX. Sponsoring broker to the listing of Revitus Property Opportunities on the Zimbabwe Stock Exchange by way of initial public offering. 2024 RETAIL Lead Financial Advisors & Sponsoring Broker Not Applicable Relating to the termination of the ZSE listing in favour of the VFEX. 19 Lloyd Mlotshwa, Director / Head of Sales (IH Group) Lloyd has over 15 years working experience in various capacities in investment banking spanning treasury operations, equities research and sales, equities trading and corporate finance. He is currently an Executive Director at IH Group, primarily overseeing the brokerage business and heading equity sales, including day to day involvement in the research unit. He also actively participates in deal origination and execution in the corporate finance SBU. Lloyd is a qualified stockbroker and registered member of the Zimbabwe Stock Exchange; he holds a Masters in Development Finance from the University of Stellenbosch and a Bachelor of Commerce in Financial Management from UNISA. Kudzai Machuma, CFA, General Manager Kudzai has more than 15 years working experience in investment markets, at different institutions. Prior to joining IH Securities, he previously worked as an Investments Analyst, then headed up the research team, before moving to the dealing desk. Kudzai is a CFA® charterholder. He also holds a Master of Science Degree in Finance and Investment, and an Honours degree in Business Studies. Kadmiel Zezai, Group Finance Manager Prior to joining IH Group (Private) Limited, Kadmiel, was the Back Office Manager for Genesis Securities (Private) Limited. He is a member of the Association of Chartered Certified Accountants and the Public Accountants and Auditors Board, Zimbabwe. Kadmiel has experience in finance and administration spanning over 15 years. He holds a Masters of Business Administration (Banking and Finance) from National University Science and Technology and Honours Degree in Business Studies from University of Zimbabwe. PERSONNEL PROFILES 21 Brian Zhanero, Equity Sales Trader Brian graduated from Brunel University London with a Bachelor of Science (Hons) in Economics and Business Finance in 2016. Brian has since gained more than 5 years' experience in financial Markets in various capacities. Prior to joining the IH trading team, Brian started his career through a graduate trainee program at a local bank, before moving to take up the Treasury Markets desk at Standard Chartered Bank Zimbabwe. Tafadzwa Michele Gutsa, Back Office Manager Tafadzwa has a great deal of experience in the brokerage market. Tafadzwa worked as a Scrip Officer for Genesis Securities for two years before joining IH Group, and she has had 12 years of back-office experience. She is a member of SAIFM and holds a certificate as a JSE Equities Settlement Officer; she is also currently enrolled with CIMA. Isabel Samkange, Client Relations, Compliance and AMLR Manager Isabel obtained her public relations qualification at Varsity College in Port Elizabeth in 2010. While in Port Elizabeth she worked part time for the Cancer Association of South Africa. On returning to Zimbabwe she worked as the workshop administrator at AFGRI EQUIP, (a John Deere dealership). Isabel completed her degree in Human Resources Management from the Management College of Southern Africa (MANCOSA) in 2015. Isabel was recently awarded a certificate in Compliance by the International Compliance Association (ICA), awarded in association with Alliance Manchester Business School, the University of Manchester. PERSONNEL PROFILES 22 Vanessa Machingauta, Equities Data Analyst Vanessa graduated from The University of Cape Town in 2018 with a BCom in Economics and Statistics (Mathematical). She completed a graduate traineeship in management consulting with Industrial Psychology Consulting (IPC) before joining the finance industry. She is currently working on her Actuarial board exams and has a keen passion for quantitative finance. Gamuchirai Hogwe, Equities Research Analyst Gamuchirai graduated with a MEng (Hons) in Aerospace Engineering with Management from the University of Manchester in 2017 and also holds a Certificate in Corporate Finance from IPAZ. Before joining the IH research team, she was an Investment Banking Analyst at First Capital Bank. She is currently pursuing her CFA® charter and has a keen interest in investment management. Sherese Howe, Office Assistant Before joining the IH Securities, Sherese worked for Ezytrack (Private) Limited as an Office Administrator for two years. Currently, she is an aspiring Chartered Account with ACCA and has a great interest in the finance industry. PERSONNEL PROFILES 23 CONTACT US Telephone Numbers Telephone Numbers +263 (242) 745 133 +263 (242) 745 119 +263 (86) 77 00 9998 +263 (244) 745 133 +263 (242) 745 139 Physical Address +263 (242) 745 937 +263 8644 110 474 Block 3 Tunsgate Business Park, 30 Tunsgate Road, Mount Pleasant, Harare, Zimbabwe Physical Address Block 3 Tunsgate Business Park, Email 30 Tunsgate Road, Mount Pleasant, Harare, Zimbabwe research@ihsecurities.com Email research@ihsecurities.com Website www.ih-group.com Website www.ih-group.com Disclaimer This document has been prepared by IH Securities to provide background information about the securities and (or) markets mentioned herein, the forecasts, opinions and expectations are entirely those of IH Securities. This document was prepared with the utmost due care and consideration for accuracy and factual information; the forecasts, opinions and expectations are deemed to be fair and reasonable. However there can be no assurance that future results or events will be consistent with any such forecasts, opinions and expectations. Therefore the authors will not incur any liability for any loss arising from any use of this document or its contents or otherwise arising in connection therewith. Neither will the sources of information or any other related parties be held responsible for any form of action that is taken as a result of the proliferation of this document.
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