ZSE Holdings moves to self-list on main board

Published: 25 June 2025

The Zimbabwe Stock Exchange Holdings (ZSE Holdings) has officially published its pre-listing statement, confirming its much-anticipated move to self-list on the Zimbabwe Stock Exchange (ZSE) Main Board, a development expected to deepen local capital markets, enhance transparency, and boost investor confidence.

The strategic listing, which will be executed by way of introduction, will see the entire issued share capital of ZSE Holdings – comprising 102,717,520 ordinary shares – listed on the Main Board, without raising immediate capital. This method allows the company to list its shares without a public offering.

In its pre-listing statement released this week, ZSE said the decision was approved by the board on 13 September 2024, and later endorsed by shareholders on 8 October 2024 through a scheme of reconstruction, enabling structural changes required to facilitate the listing.

"The listing will unlock shareholder value and improve corporate governance and transparency through public reporting obligations," the statement said.

ZSE Holdings now becomes a holding company for both the ZSE Limited and the Victoria Falls Stock Exchange (VFEX), which will continue to operate independently as wholly owned subsidiaries.

Through this self-listing, ZSE Holdings aims to improve access to capital markets and enhance brand visibility for both the ZSE and VFEX, the country's US dollar-denominated exchange based in the Victoria Falls Special Economic Zone.

The listing also marks a significant milestone in Zimbabwe's capital markets reform, coming at a time when the country is pushing to attract domestic and international investment.

ZSE Limited, the primary local bourse, offers a wide range of products including equities, exchange-traded funds (ETFs), depository receipts (DRs), real estate investment trusts (REITs), fixed-income securities, and more. It also provides clearing and settlement services through its Central Securities Depository.

Before the listing, ZSE wholly owned VFEX. However, under the scheme of reconstruction, shareholding in both entities was restructured and transferred to ZSE Holdings to comply with regulatory and listing requirements.

According to the statement, this structure was necessary because ZSE Limited and VFEX operate under separate regulatory licences, meaning they could not be merged directly. The creation of ZSE Holdings as a holding company resolves this challenge.

"Listing the holding company allows ZSE Limited and VFEX to remain autonomous operationally, while being 100 percent owned subsidiaries under ZSE Holdings," the statement noted.

To meet listing rules under Section 87 of the Securities and Exchange (Zimbabwe Stock Exchange Listings Requirements) Rules, 2019, which require at least 300 public shareholders, ZSE Holdings allotted shares via private placement to 700 additional shareholders.

ZSE clarified that this allotment does not trigger Capital Gains Tax (CGT) since it does not constitute a sale or disposal of shares, but rather an issuance of new equity.

VFEX, incorporated in July 2020 and launched in October the same year, was established to support foreign currency-denominated trading and serve as a key pillar of Zimbabwe's Offshore Financial Services Centre (OFSC). As of 28 March 2025, it was officially recognised under Statutory Instrument 29 of 2025 as a participant in the Victoria Falls International Financial Services Centre.

The self-listing of ZSE Holdings is expected to raise the bar on corporate governance, boost investor engagement, and strengthen Zimbabwe's evolving financial ecosystem by consolidating the country's two major exchanges under a single listed entity.
- the herald

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