WHAT IS THE VFEX?

The Victoria Falls Stock Exchange (VFEX), a subsidiary of the Zimbabwe Stock Exchange (“ZSE”) established to kick start the Offshore Financial Services Centre (OFSC) earmarked for the special economic zone in Victoria Falls was established in 2020. Its trading currency is in United States Dollars. As such, dividends will be paid out in USD currency or any other convertible currency.

Statutory Instrument 196 of 2020 provides that non-resident companies may list on the VFEX provided that any capital raised by the company are from an offshore source. To shield investors from exchange control risk, the said Statutory Instrument further provides that all clearing and settlement of transactions on the VFEX shall be done by the VFEX either locally or offshore in terms of clearing and settlement rules to be approved by the Securities and Exchange Commission in consultation with the Reserve Bank of Zimbabwe.

THE BENEFITS OF LISTING ON THE VFEX ARE THAT:

Across the commercial world, it is accepted that stock markets generally improve a corporation’s profile and provide hassle-free trading platforms in an environment which is transparent. Listing on the VFEX comes with a number of benefits to investors. These include:

• Ability to raise capital in hard currency i.e. USD as the trading and settlement currency (ideal for largely export oriented companies and also for mining entities where hard currency is required);
• Ability to use different securities to raise capital – debt, equity, ETF and REITS.
• Tax incentives for shareholders (Currently, no CGT is payable on disposal of securities listed on the VFEX. Also, there is lower withholding tax i.e. 5% which is lower than the 10% for ZSE);
• Flexible exchange control requirements. Easier remittance of disinvestments and dividends since there is no need for exchange control approval (Victoria Falls has been earmarked as an Offshore Services Centre);
• Lower trading fees which may lead to improved liquidity;
• Enhanced profile within and outside Zimbabwe;
• Lower transaction costs (almost 2% lower than the ZSE)
• Safety valve against inflation

OTHER FEATURES

1. VFEX has the USD as the exclusive trading and settlement currency
2. A custodial based model for clearing and settlement of transactions – investors have to open custodial accounts with one of the approved custodians or central securities depositories (mostly financial institutions) who have the mandate to create the accounts on VFEX on behalf of clients – these include
3. CABS Custodial Services,
4. CBZ Custodial Services,
5. Stanbic Investor Services,
6. FBC Custodial Services,
7. Standard Chartered Custodial Services
8. VFEX is a subsidiary of the ZSE
9. The VFEX operates from the Victoria Falls
10. The VFEX has a separate set of Listing requirements different from that for the ZSE
11. VFEX runs a clearing and settlement process that is different from that on the ZSE
12. VFEX has a separate trading board from the ZSE. In future however, there are plans to bring in a technical partner in the form of an international exchange international fund manager to give it wider access to more capital providers. Precedents dates back to 1934 when the Toronto Stock Exchange merged with another stock exchange, The Standard Stock and Mining Exchange. The merged markets adopted the name, Toronto Stock Exchange and its yearly trading value drastically improved.

THE VFEX GUARANTEE FUND

The VFEX Guarantee Fund is established and administered in terms of the VFEX Guarantee Fund Rules. This Fund was designed to act as a buffer. It is a clearing and settlement fund established by the VFEX pursuant to the guidelines by which the Guarantee Fund is vested for the purpose of payment of the required amounts from time to time for satisfying a participant’s obligations in case of default of such participant.

The Objectives of the VFEX Guarantee Fund are:

• To meet default obligations, shortfalls, deficiencies and or any other defaults during clearing and settlement,
• To enhance investors’ confidence in the securities market,
• To guarantee that settlements for Participants are executed as scheduled.

VFEX LISTING PROCESS AND REQUIREMENTS

• Listings are granted subject to the applicant’s satisfying the VFEX listings requirements.
• All applications for listing are to be submitted to the VFEX through a sponsoring broker.
• General Initial Listing Requirements
• Applicants to be duly incorporated or validly established;
• Minimum subscribed capital of USD3 million (not less than 10m shares);
• Satisfactory profit history for the preceding 5 years;
• At least 30% of the shares to be held by the public;
• Minimum number of shareholders of 50; and
• An issuer who is currently listed on the ZSE may list at most 20% of its authorized but unissued shares on the VFEX as a different class of shares from those listed on the ZSE.

• General Listing Documentation required:
• Formal application (as per First Schedule of the VFEX Listings Requirements);
• Prelisting statement;
• Constitutive documents of the applicant;
• General undertaking in the form of a Board resolution; and
• Copies of expert’s consents;

It should be noted that there are also other specific requirements applicable to IPOs and Rights Offer transactions. The MS team can assist with these.

• Once granted a listing, a listed company is required, amongst other requirements, to;
• publish financial statements on a quarterly basis
• Submit for publication on VFEX website, details of any new issue of securities as well as any amendments to the terms and conditions attaching to existing securities
• Ensure that all information material to its financial, governance or trading position is published on VFEX website to enable holders of Securities to make an informed investment decision
• Ensure that all announcements be reviewed by the VFEX and released on VFEX website; and
• Publish on VFEX website, its annual financial statements within 3 months of the end of its financial year.