Econet Wireless Zimbabwe shareholders will get US$0,50 per share split-value exit offer ahead of the mobile telecoms firm’s proposed voluntary delisting from the Zimbabwe Stock Exchange.
If approved by shareholders and regulators, Econet would proceed to separately list the spinoff infrastructure company on the Victoria Falls Stock Exchange (VFEX).
The exit offer to shareholders represents a premium of more than 150 percent to the 90-day Volume Weighted Average Price VWAP before the first cautionary on the transaction and up to 400 percent compared to selected 2025 trading prices, levels the board describes as exceptional by both local and regional standards.
In the detailed circular to shareholders, dated February 4, 2026, the company’s board said the decision was driven by a persistent and damaging “valuation disconnect.”
Econet has offered shareholders a combined value of US$0,50, split as US$0,17 cash payment and US$0,33 shares in the proposed spinoff, Econet Infrastructure Company (Econet InfraCo)
Zimbabwe’s biggest mobile network operator said the proposed transaction will unlock value that has remained suppressed by structural constraints in the local capital market, despite years of heavy investment in infrastructure.
Econet will seek shareholder approval at the company’s Extraordinary General Meeting scheduled for February 26. It said failure to approve the delisting would derail the proposed restructuring, including the exit offer and the proposed VFEX listing of Econet InfraCo.
“Should shareholders fail to approve the voluntary delisting of the company, the Exit Offer will not be implemented and Econet InfraCo will not be listed on any securities exchange,” the circular says.
At the heart of the planned restructuring is Econet’s contention that its ZSE valuation no longer reflects its true economic worth.
Its board argues that reduced market liquidity, limited institutional participation and weak price discovery have created a persistent gap between the company’s traded share price and the value of its underlying assets.
According to the circular, this disconnect has reached a point where raising equity capital at prevailing prices would be “value-destructive” to long-term shareholders.
To address asymmetry, Econet has proposed to delist its 2,99 billion ordinary shares from the ZSE, spin off the infrastructure business and separately l1st it on VFEX. Its telecoms business would continue operating as an unlisted public company.
Trading in Econet shares would occur on an over-the-counter platform operated by the VFEX, subject to a floor price and board-determined liquidity mechanisms.
“The post-transaction structure positions Econet as a focused digital telecommunications business, with control over its active network and customer platforms, while Econet InfraCo is established as a separately listed company bringing together real estate, passive telecoms infrastructure and renewable energy assets,” the circular read.
The company has also indicated that, after an initial post-delisting period, it may repurchase up to 10 percent of its shares annually, subject to solvency and liquidity conditions.
Recognising that not all shareholders will be willing to hold unlisted shares, Econet has structured a US$0,50 per share exit offer for those who wish to leave. The offer is presented as a single, indivisible consideration comprising US$0,17 in cash and US$0,33 settled through one Econet InfraCo share for every Econet share tendered.
The circular says the cash component reflects Econet’s implied market value based on the 90-day VWAP before the first cautionary announcement for the transaction, while the share component represents the independently determined value of the group’s infrastructure assets.
“The cash component fully compensates shareholders for their current holding in Econet based on the prevailing market price,” circular notes, adding that the Econet InfraCo shares preserve exposure to long-life, asset-backed infrastructure.
The infrastructure assets underpinning the transaction have been consolidated into Econet InfraCo, a wholly owned subsidiary housing the group’s real estate, telecommunications towers and renewable energy assets.
These were transferred under a scheme of reconstruction to allow the assets to be valued independently from the mobile operating business.
Based on an independent valuation supported by a fair and reasonable opinion, Econet InfraCo carries an implied enterprise value of about US$1 billion, translating to roughly US$0,33 per share.
The company is expected to list on the VFEX by way of introduction on March 31, 2026, subject to regulatory approval and shareholder consent to the delisting.
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To comply with VFEX rules requiring at least 30 percent public shareholding, Econet has included a safeguard in the transaction.
If the exit offer does not result in sufficient public ownership, the company undertakes to distribute additional Econet InfraCo shares to shareholders through a dividend in specie, ensuring regulatory compliance without requiring shareholder action.
Shareholders who do not elect to participate in the exit offer will automatically remain invested in Econet as an unlisted public company.
Econet says it will continue to publish audited financial statements, hold general meetings and consider dividends, subject to solvency requirements.
Beyond its immediate implications for shareholders, the transaction represents a significant moment for Zimbabwe’s capital markets.
Through migrating infrastructure assets to the VFEX and retreating from the ZSE, Econet is effectively testing whether alternative platforms can better support valuation, liquidity and capital formation for large, asset-heavy corporates.-herald
