ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 4 of 10)

Farai Rwodzi and Interfin Bank clearly have no answer to the fact that they irregularly and illegally grabbed Century /CFX Bank but avoidance, pretentiousness and pretense .Given that High Court case HC-6244-04 is still before the courts it is a puzzling mystery that Farai Rwodzi and Interfin Bank even had enough guts to go and convince a respectable lawyer such as Mr Sternford Moyo to provide a legal opinion based on incomplete facts. This is shocking for a Banker to go and mislead a respectable senior lawyer of Mr Moyo’s experience and stature.
Having reviewed Mr Sternford Moyo’s Opinion which appeared on NEHANDARADIO.COM it is clear Mr Moyo was not well briefed and his reputation is being abused by individuals who are determined to conceal their shaddy deals by asking him to provide an opinion that he would otherwise not provide should he review all facts especially my affidavit for High Court Case HC -6244-04.Mr Moyo has been made to believe that the sale of the shares was never challenged.
However this is false and misleading because right now High Court Case HC-6244-04 filed by my then lawyer Mr Oscar Ziweni in May 2004 is still pending as such Mr Moyo can not state that the sale of the shares was never challenged.
Mr Sternford Moyo is one of Zimbabwe’s most respected and senior lawyers and it is clear he only provided an opinion based on incomplete and in-accurate facts provided by Farai Rwodzi and Interfin Bank. I remain convinced that should Mr Sternford Moyo review High Court Case 6244-04 he will undoubtedly revise his legal opinion and advise Farai Rwodzi correctly that the take over of Century /CFX Bank was null and void in addition to being illegal and irregular.
Due diligence basically means using common sense, doing your homework and thinking things through before investing time and money in an opportunity.
In business transactions, the due diligence process varies for different types of companies. The relevant areas of concern may include the financial, legal, labor, tax, IT, environment and market/commercial situation of the company. Other areas include intellectual property, real and personal property, insurance and liability coverage, debt instrument review, employee benefits and labor matters, immigration, and international transactions
Below is an extract from - Diligence long overdue - conducting prudent due diligence May, 1999 by Lawrence G. Graev. It clearly outlines some of the dangers of doing transactions without proper due diligence

“The rush to join in today's frenzy of M&A transactions has some companies viewing due diligence as a necessary evil - and giving the process short shrift. Yet, cutting corners can destroy a merger, thwart strategic gains from the deal, and plunge a company into costly, distracting, and potentially ruinous litigation.
As a young associate at a large law firm working on one of my first M&A transactions, I was shocked to see how our client, a sophisticated merchant banking firm, pushed on all the professionals to "get the deal done." About three months after the closing, I was asked to share my recollections of the deal with a senior litigation partner of the law' firm, who told me that our client had discovered an "inventory problem" at the acquired company. I subsequently learned that the "inventory problem" involved finding out that a significant number of paint cans - the company was a manufacturer of paint - in finished goods inventory contained water instead of paint.
Even as a young associate, it seemed to me that this "problem" could have been identified prior to the closing with some prudent due diligence and coordination with the various accounting firms involved in the transaction. My experience since then suggests that in all too many M&A situations due diligence is viewed more as a necessary evil than as an integral - and potentially beneficial - part of the process.
The 1997 merger of HFS with CUC International to form Cendant Corp., for example, was announced with great hoopla. However, as a result of CUC's inadequate financial controls, Cendant was forced to report that net income had been inflated by $500 million over three years.
Earlier this year, Michael Ovitz, the former president of Walt Disney Co., invested $20 million to take control of Livent. It was only after this expenditure that Ovitz and his associates apparently discovered accounting irregularities in the company's records that contributed to Livent's bankruptcy filing and the possible loss of Ovitz's investment.
These cases are unusual in that fraud was, or may have been, involved. More typical situations involve pre-existing environmental conditions, tax liabilities, litigation, and agreements that can stifle a company's strategy for a deal because they bar it from acting in an intended manner, or impose a hidden cost. In a mammoth deal, such as the $75 billion Exxon/Mobil merger, there are thousands, or tens of thousands, of commitments and agreements. There are dozens of environmental risks related to production, refining, and distribution that should be checked. There are existing lawsuits, some with and some without merit, that need analysis.
Until these have been examined, Lee Raymond of Exxon and Lucio Noto of Mobil can't know whether Exxon/Mobil can achieve the intended cost savings of $2.8 billion annually and whether Exxon/Mobil can actually reduce its work force by 7.3 percent, or 9,000 jobs. The companies can't even know whether their cultures will mesh synergistically or clash and prevent bold action. Such was the case, for example, at Pharmacia & Upjohn, until a new CEO, Fred Hassan, put a stop to arguments between Swedish and American employees of the merged companies.
Due diligence is risk management. Risk management calls for judgment and analysis. The trade-off in a merger or acquisition is how much risk a CEO is prepared to assume in closing a deal versus the risk of not getting a deal done. There is no easy answer, but far too often the urge to "close" a deal can fog judgment and lead to unnecessary risk assumptions.
Although the cost of due diligence is one hurdle, the psychological capital already invested by the CEO and management group in the deal can be an even greater obstacle. The seller emphasizes its desire for the quick development of an operational and financial structure that will lead to the speedy completion of the sale. Because of the time and effort expended to effect the merger or acquisition, not-too-subtle pressure, often from major investors, is placed on anyone or anything endangering its fruition - including due diligence.
But this pressure must be overcome if the CEO is to be successful in his or her M&A activity. Since the margin of error for survival in M&As is thin - and getting thinner - due diligence should start even before negotiations are underway. What's more, beginning the process early on could head off a long, costly effort to unwind a transaction that should never have been entered into in the first place.
Ideally, good-faith negotiations between lawyers for the two parties should take place at every step along the way. And for the buyer's lawyers to be able to negotiate most efficiently - on the purchase price, on the structure of the transaction, on the allocation of risk between the parties for liabilities and other contingencies, and on other significant terms - a vast store of data ought to be forthcoming from due diligence. That data will eventually be the basis for both the purchase agreement and the closing documents.”
These are general guidelines that Investors need to follow to ensure that they do not invest in encumbered assets with hidden or contigent liabilities. Mr Farai Rwodzi and Interfin Bank Zimbabwe did not do a proper due diligence. In addition they have gone further by misleading a leading lawyer to issue a legal opinion based on incomplete and false facts.
This behavior only serves to confirm that Mr Farai Rwodzi and Interfin Banking Corporation have something to hide that’s why they misled a leading lawyer without letting him review details of High Court Case HC-6244-04

This article appears courtesy of GMRI CAPITAL – www.gmricapital.com . It is generated for 3MG MEDIA – www.3mgmedia.ca .

Gilbert Muponda is an Investment Banker and Founder of GMRI CAPITAL . He can be reached at; www.ZimFace.com and
www.facebook.com/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 2 of 10)

Since the dispute between Farai Rwodzi of Interfin Bank Holdings Zimbabwe and myself erupted after the corrupt, illegal and irregular takeover of Century/CFX Bank by Farai Rwodzi and Interfin Bank Zimbabwe it has become clear that Farai Rwodzi, Interfin Banking Corporation and its shareholders and Directors ignored basic corporate finance rules of engagement that of conducting an enhanced due diligence before you make an acquistion or major investment in another entity.

If Farai Rwodzi and Interfin Banking Corporation had done an enhanced due diligence on Century /CFX Bank they would have discovered that Century/CFX Bank was already a disputed asset and an intense ownership battle was already under way with ENG Capital seeking the reversal of the criminal and fraudulent transfer of its 309 million shares in Century /CFX Bank under HIGH COURT OF Zimbabwe case HC -6244-04.

Such litigation automatically alerts would be investors to stay clear or get involved but set aside contigent liability payment plan.

Interfin Bank Zimbabwe and Farai Rwodzi should have closely looked at the following areas which are basic areas defined by common source freely available internet resources that guide would be investors.

Under High Court Case HC -6244-04 it is very clear that the sale and transfer of the 309 million shares in Century /CFX Bank is contested and the case is still before the courts.

Under such circumstances it is clear any independent legal advisor would have issued a Qualified legal opinion highlighting the potential payments to be made which would increase the cost of acquisition if not stop the acquisition.

Below are some direct areas that Interfin should have paid close attention to during the Due diligence process if ever there was one.
“II. FINANCIAL INFORMATION
A. Financial Statements
1. Consolidated financial statements for all years and interim periods subsequent to the most recent fiscal year end
2. Monthly income statements for most recent 12 months
3. Internal financial (profit and loss, capital expenditures, etc.) projections, and all supporting information
4. Most recent business plan

5. List of any off-balance sheet liabilities not appearing in most recent financial statements (including the notes thereto)
6. Auditors reports ("management letters") and management responses
7. Summary of accounting policies to the extent not disclosed in financial statements
B. Tax Materials
1. Federal, state and municipal returns
2. Description of and documentation relating to any pending issues with tax authorities
3. Tax basis of assets of the Company and of capital stock and assets of its subsidiaries
4. Tax sharing or indemnity agreements

5. Closing letters and closing agreements, appeals reports, tax litigation status, Internal Revenue Service ("IRS") rulings and technical advice memoranda, and any other material IRS documents and tax assessments documents
C. Indebtedness
1. All instruments evidencing debt obligations or lines of credit and all agreements and material correspondence relating thereto
2. Any other actual or contingent indebtedness (e.g., loan guarantees, letters of credit, banker's acceptances, swaps) not reflected in most recent financial statements and all agreements and material correspondence relating thereto
3. List of existing key financing institutions
D. Miscellaneous
1. Schedule of current notes payable/receivable, intercompany advances and description of cash management system
2. Description and listing of current reserves
3. Description of revenue/cost recognition policies
4. Breakdown of selling, distribution, marketing and administrative expenses
5. Explanation of foreign exchange accounting policies, if any
6. Information regarding any indebtedness to the Company or any of its subsidiaries of directors and senior officers
7. Cost of sales breakdown
III. EMPLOYEE MATERIALS
A. Agreements
1. Employment agreements (including, but not limited to, contracts with management personnel or entities affiliated with management personnel)
2. Collective bargaining agreements
3. Consulting agreements
4. Employee handbooks, summaries, guidelines and bulletins
5. Schedules of salaried and hourly employees showing their current compensation rates and breaking out employees by:
a. Geographic location
b. Function
c. Age
d. Years with company
e. Union vs. non-union
f. Participation in employee benefit plans
g. Part-time vs. full-time
6. Description of labor disputes, requests for arbitration or mediation, grievance proceedings, etc.
7. Description of negotiations with any unit or group seeking to become the bargaining unit for employees
8. Employee turnover, absentee history and severance policy
9. Description of any union representation elections
B. Benefit Plans
1. Any pension, supplemental pension, retirement, post-retirement, stock option, severance, incentive, profit-sharing, executive compensation, bonus and other employee benefit plans (and any related trust agreements and insurance or annuity contracts), including information regarding employer stock held thereunder, a schedule of plan assets, a detailed description of the plan (including structure, etc.) and a list of trustees
2. Audit and actuarial studies and reports including summary plan descriptions, annual returns and ZIMRA and other tax filings, NSSA pension and retirement plans and details of any accrued liabilities not reflected therein
3. List of any asset transfers or other withdrawals, partial wind-ups or contribution holidays with respect to all pension plans”


These are general guidelines that Investors need to follow to ensure that they do not invest in encumbered assets with hidden or contigent liabilities.

This article appears courtesy of GMRI CAPITAL – www.gmricapital.com . It is generated for 3MG MEDIA – www.3mgmedia.ca .

Gilbert Muponda is an Investment Banker and Founder of GMRI CAPITAL . He can be reached at; www.ZimFace.com and
www.facebook.com/muponda
Email: gilbert@gilbertmuponda.com . Skype ID: gilbert.Muponda
Twitter ; http://twitter.com/gmricapital
Phone: 1-416-841-5542

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 1 of 10)

ENG Capital vs Farai Rwodzi & Interfin Bank Zimbabwe Dispute unpacked (Part 1 of 10)
Since the dispute between Farai Rwodzi of Interfin Bank Holdings Zimbabwe and myself started after the illegal and irregular takeover of Century/CFX Bank BY Farai Rwodzi and Interfin Bank Zimbabwe it has become clear that Interfin and its shareholders and Directors ignored basic corporate finance rules of engagement.
Since Century Bank was illegally taken over it has had 3 name changes.This alone indicates deep underlying ownership problems. The Bank has been changed from Century Bank to CFX Bank then Interfin Banking corporation. All this in a period of less that 6 years in an effort to hide the tracks of the fraudulent conversion of 309 million Century shares into CFX Bank.
These various name changes are symptomatic of fraudulent transactions which keep being re-arranged to hide the original tracks. Other Banks such as Barclays or Standard have kept the same name for more than 100 years. Why is Century changing from Century to CFX Bank then Interfin Banking Corporation.
In addition Century/CFX Bank has had more than 7 different Managing Directors over a 5 year period since its illegal and irregular seizure from ENG Capital and myself. This has to be a world record for any Bank. The very high staff turnover especially at the top level of any Financial Institution only serves to confirm the ownership dispute.
These underlying problems could have been detected and avoided by Interfin Bank and Mr Farai Rwodzi had Interfin done a proper enhanced due diligence exercise ahead of their involvement with Century/CFX Bank.
All documents requested are supposed to be with respect to the Company, its subsidiaries and any joint ventures involving the Company or any of its subsidiaries and should be provided with respect to all periods since the founding of the Company, to allow a clear trend analysis to be developed should it be necessary.
Below is a basic list which Interfin should have used before getting involved with CFX Bank .This is freely available on the Internet. The list represents a standard due diligence request list and attempts to be over-inclusive rather than under-inclusive.

“I. CORPORATE BOOKS AND RECORDS
A. Charter and By-laws
1. Original certificate of incorporation of the Company and all amendments thereto
2. By-laws of the Company, as amended
3. Charter and by-laws of each wholly or partially owned subsidiary of the Company and of any joint venture involving the Company or any of its subsidiaries
4. Closing record books for any material corporate transactions (e.g., reorganization into holding company structure, joint ventures, etc.)
5. Other relevant legal documents governing the organization and management of the Company

B. Minutes of meetings and unanimous written consents (since date of incorporation) of the Company, any of its subsidiaries and any joint venture involving the Company or any of its subsidiaries, of the following:
1. Shareholders
2. Board of Directors
3. Executive Committee
4. Audit Committee
5. Any other committees
6. Specific authorizing resolutions
7. Material (including financial projections), if available, distributed to the Board of Directors, or any committees thereof, in connection with the most recent meetings of the Board or such committees
C. Officers' and directors' questionnaires prepared in connection with the most recent proxy statement of the Company
D. Shareholders
1. Shareholder list and other stock records

2. Any shareholder agreements, voting trusts, proxy agreements, escrow agreements or similar arrangements
3. Any stock purchase agreements with shareholders
4. Any agreements relating to preemptive rights or other preferential rights of shareholders
5. Any agreements restricting the sale or other disposition of capital stock
6. Any agreements or plans concerning outstanding or proposed stock options, warrants or rights, including any employee stock ownership plans
7. Any agreements relating to registration rights of shareholders
8. Any trust agreements or other documents if shares are held in fiduciary capacity
E. Qualifications and Registrations
1. List of jurisdictions where qualified as foreign corporation or licensed to do business
2. Any other material governmental qualifications, registrations, business licenses, permits, authorizations, exemptions or security clearances, including those pursuant to Federal or state antitrust, environmental, nuclear regulatory, public utility or public service or securities laws and regulations
F. Reports to Shareholders
1. Annual reports
2. Quarterly and special interim reports since most recent annual report”

If Farai Rwodzi and Interfin Banking Corporation had done a proper due diligence they would have discovered High Court case HC-6244-04 wherein I am challenging the legality of the Century/CFX Bank transfer and or conversion.

This article appears courtesy of GMRI CAPITAL – www.gmricapital.com . It is generated for 3MG MEDIA – www.3mgmedia.ca .

Gilbert Muponda is an Investment Banker and Founder of GMRI CAPITAL . He can be reached at; www.ZimFace.com and

www.facebook.com/mupondaEmail: gilbert@gilbertmuponda.com . Skype ID: gilbert.MupondaTwitter ; http://twitter.com/gmricapitalPhone: 1-416-841-5542

Bank with links to Mujuru got diamond profits

Bank with links to Mujuru got diamond profits

By Lance Guma
05 October 2010

Interfin Financial Holdings, a bank with reported links to retired army general Solomon Mujuru, received an investment of over US$2 million in diamond and gold proceeds from the state-owned Zimbabwe Mining Development Corporation (ZMDC).

This follows revelations that several top managers at the ZMDC, who have since been suspended by the board chairman, invested millions of dollars in the money market even as the corporation’s own mines were forced to close down due to lack of capital.

Exiled businessman Gilbert Muponda is locked in a bitter dispute with Interfin after accusing them of ‘looting’ his Century Bank (CFX Bank) and says his team have been investigating the story in preparation for a law suit against Interfin. He says managers at Interfin bribed ZMDC managers to invest the money and it was only their lavish lifestyle and expenditure patterns that got them caught.

Suspended ZMDC chief, Dominic Mubayiwa sent smoke signals when he started building a 3 storey mansion in Borrowdale, something clearly beyond his means. Over US$40 million in diamond and gold proceeds is said to have been siphoned off or used in shady deals. The figure is said to include US$30 million raised from diamond sales between October 2008 and April 2010.

Mubayiwa and his team poured money into Interfin, Premier Bank, Kingdom Bank, BancABC, Fidelity Asset Management and Premier Asset Management. This is despite the ZMDC Act making it clear its primary function is to invest in the mining industry, on behalf of the state.

Worse still, Mubayiwa and his management failed to pay government any meaningful dividend. A confidential ZMDC report leaked to the media says; ‘The first ever dividend of US$1 million was in March 2010 and US$3 million dividend paid on July 26, 2010 was only made after the board insisted to management that one of ZMDC's responsibilities was to generate revenue for the fiscus.’
SW Radio Africa understands that a prominent army general deposited close to US$5 million in a local bank soon after the first international diamond auction held in Harare in August. It was estimated that US$72 million was raised from the auction but how much went to government remains a mystery.

Banking sources confirmed that the deposit made by the general set tongues wagging in the industry. More importantly it confirmed how senior military figures are controlling the diamond trade in Zimbabwe.

Meanwhile Muponda warned money transfer giant Moneygram International over its continued dealings with Interfin. He said there was corruption at Interfin and ‘in the United States (where Moneygram is headquartered) you have what is called the Foreign Corruption Act which they are liable to if they are seen to be involved in corrupt activities. They will be linked to these things if they are not careful,’ he warned.

Farai Rwodzi ,CFX/Interfin Bank Zimbabwe & Muponda ownership dispute Part 5 of 5

Farai Rwodzi ,CFX/Interfin Bank Zimbabwe & Muponda ownership dispute Part 5 of 5


This is the final of the “Farai Rwodzi ,CFX/Interfin Bank Zimbabwe & Muponda ownership dispute” series which documents the illegal,irregular and corrupt take over of Century/CFX Bank and its fraudulent conversion into Interfin Banking Corporation by Farai Rwodzi.

Over the last 10 or so years Zimbabwe has seen a vast transformation in terms of asset ownership and control of the means of production. Some of it has been legal some illegal. Some has been positive some hasn’t been a total disaster.

During this transformation many illegal and irregular transactions were done under one pretext or the other. Now with foreign investors keen on Zimbabwe its about time those who are holding looted assets to clean them and account for how they acquired them. People like Mr Rwodzi and Interfin will find this had if not impossible to do because they hold looted and grabbed assets.

However due to the move towards Globalizations and market convergence it is clear that illegally and irregularly acquired wealth and assets will find it difficult to gain their true market valuation as there will be extra scrutiny and back ground checks to verify how certain assets were acquired.

In my dispute with Mr Farai Rwodzi ,Inte4rfin Bank Zimbabwe and the Interfin Shareholders it is clear this is very relevant.

Mr Farai Rwodzi and His Interfin Banking Corporation have been throwing excuse after excuse in an effort to hide their tracks of taking over my Bank whuch was illegally and fraudulently converted from Century Bank to CFX Bank then finally into CFX/Interfin Banking Corporation.All these changes are designed to conceal the original fraudulent of the 309 Century Bank million shares converted into CFX Bank.

Due to technology and market intergration and interaction it is impossible to hide such illegal takeovers.And once the market detects such history will not perform .This is what exactly happened to CFX Bank until it was on the verge of collapse then Interfin felt wise enough that they could salvage some value and assist in hiding the original fraud by renaming the Bank as Interfin Banking Corporation.

Interfin have been claiming they were not part of the original fraud so they cant be held accountable for the initial illegal transfer of the 309 million Century Bank shares into CFX Bank. This is clearly a mischivious and desperate defence by Interfin Banking Corporation.

This is similar to someone who has just been caught at a road block driving a stolen car and in def3ence asks the police to ,let him drive on the car since he wasn’t the one who actually stole the car.”Have these Gentlemen ever had of Possession of stolen property? In any case the original “buyer” of the 309 million shares remains a mystry and as such Interfin must be held accountable.

In the above example the Police normally hold the driver of the stolen car until they locate the alleged original thief otherwise if the original thief is not identified then the one driving the car is deemed to be the thief.

In business and especially in Corporate Finance there is something called Due diligence.In everyday language this refers to a detailed back ground check and verification of facsts before you enter into a material transaction. So in this case before Mr Farai Rwodzi and Interfin got involved with Century/CFX Bank they should have done a due diligence which would have revealed that Century/CFX Bank was a stoled asset and their fore they should avoid any dealings with it.

Having proceeded to take over CFX/Century Mr Farai Rwodzi and Interfin Bank assumed all assets and liabilities of CFX/Century Bank and this includes my $ 15.4 million claim for my 309 million Century shares illegally and irregularly converted into Interfin Banking Corporation.

Zimbabwe Alloys in the hunt for Working Capital

Zimbabwe Alloys in the hunt for Working Capital

New Zimbabwe also reports that management at Zimbabwe Alloys Chrome (ZimAlloys) say they remain upbeat about the prospects of raising the US$58 million needed to bring back into operation key furnaces at the company’s Gweru base.The company is controlled by the Farai Rwodzi-General Mujuru-Interfin Bank syndicate.Farai Rwodzi is the Chairman representing General Mujuru whom he fronts.

Chief Executive Johan Oosthuizen said they were looking at restarting the three mothballed in the next six months at initial output of around 120,000 tonnes per year.

“Raising the capital is not a problem; we have various options to raise the money and we will be doing that in the coming few months,” Johan Oosthuizen was reported as saying at a mining conference in South Africa despite the fact that when Farai Rwodzi and his Interfin Banking Corporation cartel took over the company they promised to inject adequate working capital.

ZimAlloys ceased operations at its Great Dyke II mine and Inyala underground as well as other open-put mines in 2008 due to a lack of capital. In 2006 it was announced that BENSCORE Investments, a consortium representing Mujuru but led by his sidekick- errand boy-cum business partner Farai Rwodzi and Adam Molai has snapped up Zimbabwe Alloys Ltd (Zim-Alloys) for Z $90 billion from Anglo American Corporation Zimbabwe (AmZim).

The transaction was controversial after the Management and Staff claimed that Farai Rwodzi and his syndicate had muscled their way in on a deal which Anglo had long promised it would sell the Company to Management and staff.There were claims that Farai Rwodzi had intimidated workers and had some employees being arrested on trumped up charges just to silence them from opposing his consortium’s take over of the firm. There were also allegations of corruption and bribery on how Farai Rwodzi’s consortium won the Company.

But it will appoint a contractor to resume production in the next two weeks.

“We are also in the process of awarding a mining contract to a Zimbabwean contractor and we expect the mining end of business to resume very soon,” Oosthuizen said.

Advice which Farai Rwodzi & Interfin Banking Corporation Zimbabwe ignored

It appears Zimbabwe has a new breed of Bankers like Mr Farai Rwodzi and Interfin Bank who are under some illusion that they are above the law. Normally in Banking when there is a problem between Bankers a simple phone call can fix the problem ,usually there is no need to use lawyers or courts especially when the people involved know each other. Lawyers normally come in to formalize an agreement that Bankers agree among themselves. Such is the tradition of Banking.
Since the Century/CFX/Interfin Bank ownership dispute has started I have since discovered that Interfin Banking Corporation Zimbabwe and Mr Farai Rwodzi believe they are high and might and would not talk to a fellow Banker even when confronted with facts.
Initially I wrote a letter which should have been enough to initiate discussions to resolve the dispute. Then I called Mr Farai Rwodzi personally and he banged the phone. Such attitude amongst Bankers is not expected and its not progressive. In the long run it does more harm than good.
The following text is a letter of advice I wrote on the legal aspects of my case and my opposition against Interfin Holdings’ then proposed acquisition of Century/CFX Bank holdings.
“The Shareholders
Interfin Holdings Limited
15th Floor, NSSA Building
Cnr Sam Nujoma St/Julius Nyerere Way
HARARE
4 November 2009
Attention: Mr. R. Njanike
Dear Gentlemen and Lady,
RE : PROPOSED INTERFIN ACQUISITION OF MY BANK – CENTURY/CFX BANK
LIMITED
at Law dated 2 November 2009 and my letter of
yesterday to your Board of Directors. The purpose of this letter is to
warn Interfin Financial Holdings Limited not to interpose itself in
the CFX ownership dispute as you may regret that transaction. Interfin
should not meddle in this as the consequences will be dire.Finance
Bank of Zambia and its Swiss Financiers pulled out of this transaction
because of the unresolved ownership dispute.How can Interfin ignore
this?
(1) Current CFX Bank lawyers a flaunting around their “legal
opinion” as fact. Firstly CFX Bank lawyers are compromised as they
can not provide an Independent legal opinion in a matter in which they
have an interest since they are representing the respondent. They have
a conflict of interest and should have recused themselves in providing
the legal opinion. It appears as though they just provided this
“legal opinion” to earn fees knowing fully well that their opinion
in this matter was not even worth the piece of paper it was written
on.
(2) Their purported legal opinion is rather misplaced and
misdirected in as much as it seeks to analyze current ENG legal status
.The current status is immaterial since we are trying to correct fraud
and theft which resulted in ENG being incapacitated.
(3) Further CFX Bank Lawyers are assuming that since I remain
specified in Zimbabwe therefore I have no capacity to vigorously
pursue this matter. This is fallacious and ill advised .I hope the
same lawyers are aware that Financial markets do not operate in a
vacuum and in the bigger scheme of things Financial markets are not
controlled from Harare. As indicated previously no stone will be left
unturned till justice prevails on this matter. This means all legal
options are on the table and legal action is being pursued in several
jurisdictions.
(4) CFX Bank lawyers are further peddling a tired lie that the
shares were being sold to pay off ENG creditors. This totally ignores
where the matter started and how it developed into a crisis. The
original and official allegation was that ENG Capital was a brief
case Company which had no meaningful assets. ENG and Myself were
further demonized and smeared, that the only visible assets acquired
were cars. Shouldn’t CFX Lawyers be addressing this anomaly. How
can a brief case Company own 309 million shares in a Bank. How come
the public was not clearly told that ENG owned a Bank .Why was there
over focus on cars which made up less than 1% of ENG’s Capital base?
Assuming for one moment that ENG had real problems ,why wasn’t it
well advertised that even though ENG was having problems it owned a
Bank and bidders would be invited to take over that Bank and pay a
fair price? Why was the disposal being done clandestinely and under
cover of darkness?
(5) ENG was sufficiently liquid and solvent to meet its liabilities
but despite all this its cheques were being bounced and dishonored.
This act alone of bouncing and dishonoring cheques of a Financial
Institution creates panic and an impression of a Bankrupt Institution.
It must be noted that First Mutual Life and National Discount House,
being ENG counter parties in fact sued Zimbank for irregularly
dishonoring ENG cheques at a time when the ENG account was fully
funded and had sufficient funds to meet its liabilities. This clearly
confirms a well calculated campaign to close down ENG and grab its
assets.
(6) I am sure you were told that ENG CAPITAL had many cars, and
these cars were the only assets that ENG had. The correct and accurate
facts are that ENG was a Group of Companies of which the Companies had
Directors, Managers and employees and the cars were for the use of
these members of staff who ran the various companies which made up
ENG CAPITAL.
(7) ENG Capital group had a market value of US$ 175 million, just
before the RBZ descended on the Institution.
Below is a brief ENG Group Structure ;
ENG HOLDINGS GROUP STRUCTURE
- SUBSIDIARIES
- ENG CAPITAL INVESTMENTS PVT LTD
- ENG ASSET MANAGEMENT PVT LTD
- ENG REAL ESTATE
- ENG NOMINEES PVT LTD
- ENG PRIVATE EQUITY (PVT) LTD
- ENG CAPITAL ADVISORY SERVICES
- ENG STRUCTURED FINANCE
ADDITIONAL MAJOR ASSETS OWNED
- Century Bank Holdings (now CFX bank)
- Leasing Company of Zimbabwe, (Century Asset Managers)
- Century Discount House
- Hybri Micro-Finance Institution
- Care Insurance PVT LTD
- RestCel Insurance PVT LTD
- Amalgamated Health Services (Harare West Hospital )
- 15% of OK Zimbabwe Limited
- 15% of Zimplow Holdings Limited
- 20% Medtech Holdings Limited
- Hornet Re-Insurance PVT LTD
- Pearl Pension Fund Management
- 25 % Clan Holdings Limited
- 25 % Zimbabwe News Papers Group – Zimpapers Limited
- Allied Conveyor Belts PVT LTD
- River Drilling PVT LTD
- Real Estate including (Anastasia Court, Belgravia House, Thaine
Building)
- Various Listed ZSE Listed shares
- Treasury Bills
- GMB Bills
- Cargill Commercial Paper
- $ 4 billion – Alliance Capital Debenture (representing 123 million
First Mutual Life shares)
- 23 Million First Mutual Life shares
This is relevant as it proves beyond any doubt that ENG was a solid
Group of Companies. It was targeted out of greed by plotters including
Senior Politicians who wanted to loot and grab assets.
(8) This mêlée was nothing more than a ploy to infringe upon my
citizenship rights and strip me of my assets; a well orchestrated
political game to deny perceived enemies of Senior Politician’s
financial freedom.
(9) My battle against civil asset forfeiture is one for the
preservation of freedom and property. This is an important area as
Zimbabwe seeks to portray an image of a stable state with the rule
of law and private property rights are protected and preserved.
(10) All facts indicate to a grand miscarriage of Justice.
(11) A miscarriage of justice occurred as ENG and its directors now
bear the burden of proving their innocence. The preponderance of
evidence, which means that the RBZ only must make a better case -
however slight, than the property owner – ENG.
(12) The 309 Century Financial Holdings Limited Million shares in
question were sold through Fidelity Stock brokers on or around May 13,
2004. Within the same week an announcement was then made that CFX Bank
was taking over Century Holdings. The shares were sold to a Senior
Politician’s reported consortium for Z$2,9 billion when ENG had spent
$35 billion to accumulate the shares, thereby prejudicing ENG,
Creditors, Investors and contributories of at least Z$32,1 billion.
(13) As ENG Co-founder, Contributory and Shareholder, I wrote to
the Zimbabwe Stock Exchange Chief Executive Mr Emmanuel Munyukwi
asking for an investigation because we had agreed with the majority of
creditors that the shares should not be sold but rather swapped with
creditors and investors instead of selling them at an unreasonable
price. But the 309 million Century /CFX Financial Holdings million
shares were somehow clandestinely sold and that transaction enabled
CFX Bank to take over Century Holdings Limited.
(14) This allowed the reverse listing of CFX Bank on to the
Zimbabwe Stock Exchange. Without those 309 million Century Holdings
Limited million shares owned by ENG the CFX/Century merger would have
never happened. Senior politicians and their proxies became the new
controlling shareholder of the new merged bank. Is this by design or
accident? Senior politicians then forced out Mr. Sean Maloney who had
helped to put together the transaction. Mr. Sean Maloney had to leave
the country under unclear circumstances . Part of the same shares
snatched From ENG were later transferred to Premier Bank Financial
Holdings which is reportedly owned by a Senior Politician. There has
generally been shuffling of shares which is normally associated with
covering tracks of an illegal and irregular transaction.
(15) ENG directors and contributories asked the high court to set
aside the sale of the shares and the matter action is still before the
courts in Harare. We asked Zimbabwe Stock Exchange Committee to
investigate. They refused. We asked the brokers for the identity of
the buyer of our shares. They refused. The brokers indicated they were
under serious pressure from individuals they couldn’t identify to
maintain total secrecy on the identity of the buyer. Within a few days
of raising the challenge of the CFX/Century shares Justice Minister
specified me without affording me a hearing or an enquiry as required
by the Constitution of Zimbabwe . There was specification at the
instigation of senior politicians who were eyeing assets held by ENG
including Century/CFX Bank. The specification was meant to harass,
cow, intimidate and silence me from raising further complaints and
challenges regarding ENG assets specifically these 309 million shares
in Century/CFX Financial Holdings.
(16) Since the ENG shares in Century /CFX Bank Financial Holdings
were irregularly transferred the Bank ownership remains in dispute.
The ENG shareholders and contributories filed and sought a high court
order to stop the transfer of the shares until the dispute had been
resolved . The shares were still clandestinely transferred despite the
pending high court application to resolve the dispute . After filing
for this order My Lawyer the late Oscar Ziweni was also specified by
the Minister of Justice and threatened ,harassed and intimidated until
he went into hiding. However the point remains ENG Founders,
Shareholders and Contributories still lay claim to these shares and
stake in Century/ CFX BANK which were looted by Senior Government
officials.
In conclusion Interfin Holdings Limited should consider itself
warned. Interfin should stay clear of CFX Bank until this matter is
resolved. There are entities and individuals in Zimbabwe who
erroneously believe they are above the law. They have the mistaken
belief they can grab, loot, steal assets and get away with it. In the
process they try to launder their loot through various disposals and
restructurings such as the ones that were done at Century/CFX Bank.
This is being fully documented. CFX Bank has had more than 5 Managing
Directors in a space of 2 years .This shows the instability brought
about by being a disputed asset whilst the looters try to pull “
strings” from behind the scenes.
For the sake of transparency I am copying this letter to the
following ;
Minister of Finance Zimbabwe
Reserve Bank of Zimbabwe Governor – Dr Gono
Zimbabwe Stock Exchange CEO – Mr Emmanuel Munyukwi
CFX BANK Board of Directors
Zimbabwe Parliament -Budget, Finance and Investment Promotion
Members Below
Hon Zhanda , Hon. Beremauro, Hon. Bhebhe A, Hon. Chinyadza, Hon.
Cross, Hon. Khumalo ,M Hon. Madzimure, Hon. Mashakada, Hon.
Matshalaga, Hon. Mudiwa, Hon. Muguti, Hon. Mukanduri, Hon. Ndava, Hon.
Nyaude. Committee Clerk- Mr Ratsakatika
My full contact details are below should you need any
clarification.
Yours Faithfully,
Gilbert Muponda
Toronto ,Canada
1-416-841-5542
1-647-994-5542
Email – gilbert@gilbertmuponda.com[1]
http://www.facebook.com/muponda[2]
Skype ID – gilbert.muponda
Links:
——
[1] mailto:gilbert@gilbertmuponda.com
[2] http://www.facebook.com/muponda”