CONVERSATIONS WITH MAWERE

"Invest in the change you want to see"

- Mutumwa Mawere -

About Mr. Mawere

He was educated in Zimbabwe, Swaziland, United Kingdom and United States. He holds B.Sc (Economics), M.Sc (Management), MBA (Finance & Investments) degrees as well as other professional qualifications.

He began his professional career as an Acturial Student in 1984. He then joined the Industrial Development Corporation of Zimbabwe in late 1984 as a Research Economist amd rose through the ranks to become a Senior Research Economist in 1987 before joining the Merchant Bank of Central Africa in the same year as a Corporate Finance Executive.

In 1988, he joined the World Bank as a Young Professional. After completing the program in 1989, he was appointed as an Investment Officer for the International Finance Corporation, the private sector lending arm of the World Bank. He rose through the ranks to become a Senior Investment Officer in 1994. In 1995, he resigned from the World Bank and immigrated to South Africa where he has been based since.

In 1995, he founded Africa Resources Limited (ARL), an investment holding company incorporated under the laws of the British Virgin Island, before moving to South Africa. In August 1995, he approached T & N Plc the UK domiciled parent company of Shabanie & Mashaba Mines Private Limited (SMM) with a proposal to acquire the company's Zimbabwean subsidiaries i.e. the asbestos mines, two Zimbabwean industrial companies and a Zambian manufacturing company. Negotiations began in September 1995.

In November 1995, he formed a partnership with Investec Bank Limited, a South African investment bank, to structure and mobilize financing for a mining private equity fund.
While working on the private equity fund, he continued his negotiations with T & N that culminated in an agreement in March 1996 pursuant to which ARL, a company in which he is the sole shareholder, acquired the remaining mining and industrial assets of T & N in Zimbabwe and Zambia.

Since the acquisition of T & N's two UK based companies that were the sole beneficial owners of the Zimbabwean and Zambian companies, the ARL group of companies grew organically and through acquisitions to become one of the largest and diversified black controlled conglomerates with operations in South Africa, UK, Zambia, Namibia, and Malawi employing about 20,000 people and generating a turnover of about US$400 million.

In 1997, the group established a warehousing and forwarding business, Shipping Consolidated Holdings ("SCH") with operations in Zimbabwe (container depot) and Durban, South Africa (warehouse). Acquired a 100% stake in a cellular service provider, CST Cellular Private Limited, later renamed Firstel Cellular Zimbabwe.
Was the promoter, sponsor and investor in a greenfield commercial bank, FBC Bank ("FBC"). FBC was registered as a commercial bank in February 1997 in accordance with the Zimbabwe Banking Act. FBC is one of the first three commercial banks to be provided with an operating license by the Registrar of Banks and Financial Institutions since 1981. Since opening its first branch in August 1997, FBC has established 14 branch locations countrywide.

As part of the acquisition from T & N, ARL acquired:

(1) Tube and Pipe Industries (TPI) (www.tubepipe.co.zw), a wholly owned Zimbabwean company, established in 1968 as Morewear Tubes (Pvt) Ltd. It commenced operations in 1972 at the current premises in Harare's Willowvale industrial site. The company changed its name to Tube and Pipe Industries in 1978 after being acquired by Turner and Newall (Manchester - UK).

(2) Turnall Fibre Cement (TFC) (www.turnall.co.zw), a division of SMM that is involved in the production of building material including fibre cement roofing products, piping and accessories. TFC manufactures conduit steel conduit pipes and couplings, water pipes, tubes, steel places and borehole casings.

a. In November1997, ARL listed through a reverse takeover of the Acacia Group, SMM's industrial assets being Tube & Pipe Industries and Turnall Fiber Cement and changed the name to TH Zimbabwe Limited. This was one of the most successful listings in Zimbabwe that created a platform for a broad-based ownership of the company including workers and management. The operations of the Acacia group and SMM's industrial divisions were successfully merged to create one of the strongest black-owned and controlled groups of manufacturing companies. SMM became the controlling company of THZ and strategically offloaded about 30% of its stake in the company to institutional shareholders i.e. pension funds as a broad-based empowerment initiative.

b. To create more focus and give more value to shareholders, in 2002, ARL unbundling the TH Zimbabwe group into three separate listed companies as follows: Steelnet (Zimbabwe) Limited comprising three divisions:- TPI, BMA FASTENERS, a company that was part of the Acacia Group, engaged in the manufacture of a range of bolts and nuts, wire nails, roofing products, rock support systems and specialized forgings. It also offers complementary services like hot dip galvanizing, electro plating heat treatment, wire drawing and general engineering, and Hastt Zimbabwe - www.hastt.co.zw also acquired from the Acacia Group whose activities included the manufacture of a range of engineered equipment and spares for the agricultural, transport and manufacturing industries, General Beltings Limited, also part of the Acacia stable whose activities included the manufacture of Rubber, Plastics Hoses and Belting.

He was the pioneer of an initiative to mobilise investment funds from Zimbabweans in the diaspora through a special purpose vehicle, Africa Resources Invesments Limited (ARIL) that was established in 1996. The fund was launched in 1997 in Johannesburg, South Africa. Through this initiative, a special purpose vehicle was established in Zimbabwe in 1998 to deploy the funds mobilised from the diaspora into investments. The vehicle, Ukubambana-Kubatana Investments Private Limited (UKI), was incorporated as an investment holding company through which investments were made in the financial services industry including taking a significant shareholding in FBC.

In 2000, the group made a significant inroad into the financial services sector by acquiring the largest stake in the Initial Public Offering (IPO) of Zimre Holdings Limited (Zimre) (www.zhl.co.zw) company that was formerly a state-owned company that was privatised by the state together with Dairiboard, Cottco, Rainbow Tourism Group. The government subsequently sold its controlling stake in Zimre and ARL through UKI and Endurite Properties became the largest shareholder of the listed company. ARL then unbundled the Zimre Group and listed the life company, Fidelity Life, and merged Nicoz Insurance Company with Diamond Insurance, a wholly owned subsidiary of ARL, to form Nicoz Diamond Limited, a company that was then subsequently listed on the ZSE.

In 2001, the Group established FSI Agricom Holdings (Private) Limited (Oct. 2001) as a vehicle to investing in commercial agriculture as well as provide a wholesale supply chain and trading solution to the new black farmers. During the same year, the Group established a stockbroking firm, UKI Securities (Private) Limited that was subsequently acquired by Fidelity Life Asset Management Private Limited (FLAM), a wholly owned subsidiary of Zimre.
In 2002, a number of acquisitions was made and new businesses were established by the group including the following:

(1) Cernol Chemicals - 100% - a manufacturer of industrial and domestic cleaning chemicals;

(2) CFI Holdings Limited
Company Profile: CFI Holdings Ltd
Ticker: CFI
Exchanges: ZIM
2006 Sales: 41,200,000
Major Industry: Food & Beverages
Sub Industry: Grain, Flour & Cereal
Country: ZIMBABWE
Employees: 3100

CFI Holdings Ltd Key Data:

Ticker: CFI Country: ZIMBABWE

Exchanges: ZIM Major Industry: Food & Beverages

Sub Industry: Grain, Flour & Cereal

2006 Sales 41,200,038
(Year Ending Jan 2007). Employees: 3,100

Currency: Zimbabwe Dollars Market Cap: 27,692,661,150,000

Fiscal Yr Ends: September Shares Outstanding: 503,502,930

Share Type: Ordinary Closely Held Shares: 200,391,095

(3) (www.suncrest.co.zw), a diversified agro-industrial and trading company listed on the ZSE - Group's principal activities are carried out through its Poultry, Retail and Specialised divisions. Poultry is involved in stockfeed manufacturing, poultry breeding, production, processing and selling and veterinary products. Retail is involved in the retailing of farming inputs and fresh farm produce. Specialised is involved in the assembling, distribution, selling and repairs of irrigation equipment. This division also operates property companies and provides financial services.

(3) Midsec Security and Investigations services company; (4) Media Africa Group was established to house the group's newspaper interests in the two weekly titles: The Business Tribune and the Weekend Tribune; (5) Words and Images was established as a PR company for the group and third party clients; (6) Fortress Travel and Tours, a travel services company was established to provide solutions to the group and third parties; (7) Best Practices Human Resources and Management Consultants was established to provide human resources solutions to the group and third parties; (8) Petter Transport and Logistics was established to provide transport and logistics solutions to the group as well as third parties; (9) First Banking Corporation (www.firstbank.co.zw) was listed on the ZSE; and (10) Tandem, a trailer manufacturer, was acquired.
In 2003, Schweppes Zimbabwe Limited was acquired from the Coca Cola Company. FEIC (Private) Limited, a text book and office equipment sales, printing and publishing company.

In 2004, the entire group was nationalised by the government of Zimbabwe. The nationalisation is being challenged in a number of pending litigations in Zambia, South Africa and the United Kingdom. The ARL group of companies employs about 20,000 people and generates about US$400 million in turnover. Seven of the subsidiary companies are listed on the Zimbabwe Stock Exchange. The ARL interests are attached marked MDM1.

In 2004 - Date, In 2004, Mr. Mawere was one of the founder of Africa Heritage Society (www.africaheritage.com), a not-for-profit organisation organised under the laws of South Africa. He was also a founding director of AHI (www.ahinvestments.co.za), an investment holding company with interests in the logistics, manufacturing and supply chain businesses in South Africa. The AHI business model is similar to that one pursued by ARL with the only difference that a broad based black economic empowerment model is being used as a vehicle for creating a critical mass for driving the transformation agenda. The ownership structure of AHI is no different from union investment holding companies with a trust holding the shares in an investment holding company and members of the union being the beneficiaries. In our case, AHS is the union that is the ultimate beneficiary of the investment activities of the AHI group. Instead of anchoring the model with only union members, our model has chosen to have a multisectoral approach and membership is open to both employers and working people but benefits are targeted to the previously disadvantaged groups.

The distribution model is unique with 30% of the benefit stream being reserved for AHI investee employees who are eligible under the BEE framework for benefits, 20% is reserved for AHI employees and the balance is reserved for AHS members who have no affiliation with the AHI group.

As a strategy, AHI has developed an innovative and creative financing structure taking into account the knowledge, execution and capital gaps that are inherent in BEE transactions that seeks to use leveraged financing underpinned by strong and experienced brand ambassadors in the form of experienced management teams with proven track records to acquire businesses in carefully selected sectors. A brand champion is normally selected by AHI who will then drive the strategy.
The seed capital for AHI was provided by Africa Resources Limited (ARL). ARL's interests in Salister Diesel (Pty) Limited, a distributor of Lister Petter diesel engines and generators, were transferred to AHI in 2005. Using this base, AHI subsequently acquired other businesses including a 52% stake in an infrastructural services company, Tractionel Enterprises. Both Tractionel and Salister have common interests in the power sector and have been grouped together as a nucleus for AHI investments in the infrastructure solutions market to take advantage of emerging opportunities in the sector.

AHI is a 75% shareholder in Cade Transport (Pty) Limited, a company incorporated under the laws of South Africa, that is a market leader in a unique franchising owner operator logistics model. Investec holds 25% of the equity of Cade. Cade subsequently acquired a 100% equity stake in Tony's Logistics. AHI believes that a black controlled logistics conglomerate is beneficial and strategic to the transformation of the country and plans to use Cade as a platform for growing organically and through acquisitions a solution provider that adds value to the industry. The partnership framework in which the motive portion of the transportation is owned by independent business partners and the payload by Tony's Logistics.

AHI is identified champions for the following sectors: Auto, Engineering, ICT and Steel that it intends to invest in.