TEDCO Limited has asked its shareholders to approve or reject its acquisition of the entire issued share capital of TN Financial Holdings Limited (TNFH) in a deal that will result in TNFH's reverse takeover of the furniture manufacturer. By virtue of TNFH shareholders having a controlling shareholding in the new company it means they can call the shots and hence the change of the name of the company in their favour.
Tedco's shareholders will vote on December 28 whether or not the transaction should go ahead.
The resolution seeks to empower Tedco's directors to acquire the entire issued shares of TNFH, "and as consideration thereof, issue and allot 367 941 834 ordinary shares to the shareholders of TN Financial Holdings Limited as at date of this resolution, and to do all such things as shall be necessary to give effect to the acquisition of TN Financial Holdings Limited and constitute same as a wholly owned subsidiary of Tedco Limited".
The resolution is dependent upon whether or not shareholders agree to an increase in Tedco's authorised share capital to US$80 000 divided into 800 000 000 ordinary shares of a nominal value of US$0.0001 each.
In a notice to shareholders, Tedco said as a special resolution and subject to the approval of the acquisition of TNFH's entire issued share capital, "with effect from the date of this extraordinary general meeting, the name of the company will be changed from Tedco Limited to TN Holdings Limited".
Subject to the approval of Tedco's acquisition of TNFH's entire issued share capital, the new company will appoint to its board of directors Tawanda Nyambirai, Richard Summers, Nathan Nhira, Rugare Chidembo, Beatrice Mtetwa and Alex Danso.
If Tedco's shareholders approve the resolutions, it will complete Nyambirai's goal of listing his group on the Zimbabwe Stock Exchange.
Going through an initial public offering was one option but it takes longer than the reverse takeover of a company listed on the bourse.
The deal will result in TN Bank, a wholly owned subsidiary of TNFH using Tedco's large retail network to roll out its branches.
Currently TN has two branches - one in Harare and the other in Bulawayo.
Tedco was founded in 1955 and listed on the ZSE in 1973.
TNFH is the brainchild of Nyambirai. It was incorporated in September 2002 and is a holding company for TN Financial Services (Private) Limited; TN Asset Management (Private) Limited and TN Bank.

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