TSL Limited is moving to voluntarily delist from the Zimbabwe Stock Exchange and relist on the Victoria Falls Stock Exchange by way of introduction, citing the need to enhance shareholder value and improve access to foreign currency capital.
The diversified group, incorporated in 1957, issued a circular to shareholders on Thursday, 28 May 2026, outlining the proposed transaction and calling an Extraordinary General Meeting for 1230 hours on Friday, 19 June 2026, at The Venue, 23 Kenny Road, Avondale, Harare. The EGM notice was published in line with ZSE Listings Requirements and the Companies and Other Business Entities Act.If approved, the migration will not involve the issuance of new shares or raising fresh capital. Shareholders will retain their existing proportional ownership, with TSL’s shares admitted to trading on the VFEX carrying the same rights and conditions as currently applicable under the ZSE listing.
The board says the move is designed to position TSL on a US dollar-denominated bourse that offers a more stable currency environment and a flexible exchange control framework. Among the benefits highlighted are an enhanced ability to raise offshore capital in foreign currency, lower exchange control risk through offshore settlement, and the absence of surrender requirements on capital raised locally or abroad. The company also pointed to lower trading costs of 2.32% on the VFEX compared with 4.15% on the ZSE, which it believes could improve liquidity.
Tax incentives were also cited. Shareholders would benefit from a 5% withholding tax on dividends versus 10% on the ZSE, and no capital gains tax on share disposals compared with a 1% capital gains withholding tax on the ZSE. The VFEX platform would provide a de-facto third-party US dollar valuation of the company, aligning with TSL’s predominantly US dollar-denominated revenues and giving investors a clearer, internationally comparable benchmark.
The circular further noted that financial reporting in US dollars would offer a streamlined alternative to the complex IAS29 requirements for hyperinflationary economies, which mandate concurrent reporting with historical local currency statements.
Management said the listing would raise TSL’s local and international profile, broadening its investor base to include more foreign and institutional participants. With 17 securities now trading on the VFEX, market activity and liquidity have improved, potentially easing entry and exit for shareholders.The proposed transaction carries estimated implementation costs of US$66,250, covering advisory, legal, regulatory, printing, and distribution fees.
The company acknowledged risks, including the possibility of reduced liquidity during the initial period after migration, administrative adjustments required to trade on the VFEX, and exposure to future regulatory or exchange control changes. Shareholders were advised to weigh these factors alongside their personal financial circumstances.
The transaction is conditional on several approvals. These include board sign-off, shareholder approval at the EGM, and clearance from the Listings Committees of both the ZSE and VFEX. The resolution to delist from the ZSE requires a special resolution passed by at least 75% of votes cast by shareholders present in person or by proxy. Other components require ordinary resolutions.
Key dates have been set out for shareholders. The voting record date is Monday, 15 June 2026, with the share register closing at 16:00 hours. Forms of proxy must be lodged by 1230 hours on Wednesday, 17 June 2026. If approved, the last day of trading in TSL shares on the ZSE is Wednesday, 24 June 2026, with the ZSE listing terminating on Friday, 26 June 2026. The estimated date for the VFEX listing is Monday, 29 June 2026, with trading expected to start on Tuesday, 30 June 2026.
Shareholders unable to attend the EGM may complete the proxy form in Appendix VI of the circular and return it to the Company Secretary by the stipulated deadline. TSL said update announcements will be issued on progress regarding any outstanding conditions precedent.
