ABRIDGED PROSPECTUS
Zimbabwe Women’s Microfinance Bank (ZWMB)
US$10 Million Preference Share Offering
Prescribed Asset | Redeemable | Non-Convertible | Fixed Income
Issuer
Zimbabwe Women’s Microfinance Bank (ZWMB) is a licensed microfinance institution wholly owned by the Government of Zimbabwe. Its head office is located at 31 Mutley Bend, Belvedere, Harare. As a women-focused development finance institution, ZWMB is committed to supporting inclusive financial products tailored to the needs of underserved markets.
The Offer
ZWMB is offering 10,000,000 Redeemable Non-Convertible Preference Shares at a par value of US$1.00 per share bought in lots of 100, amounting to a total value of US$10 million. The shares carry a fixed dividend entitlement, payable annually from income generated by cooperative debentures. The investment has been approved as a Prescribed Asset, making it suitable for pension funds and institutional investors. Shares are redeemable at par value after 10 years and are not convertible into ordinary shares. The offer will commence on 1 May 2025 and remain open for 12 months or until full subscription. Shares are allotted immediately as subscriptions are received, and the minimum investment is US$100.00, equivalent to 100 shares.
Use of Proceeds
ZWMB will allocate US$6.5 million of the proceeds to purchase income-generating cooperative debentures through the Cooperative Debentures Exchange (CDE), with ZWMB and CFS serving as trustees. The remaining US$3.5 million will be used to capitalize the Exchange and cover associated legal, administrative, and listing costs. All funds are held in an escrow account managed by CBZ and are disbursed according to the stated allocations under the supervision of the appointed trustees.
Income & Security
Dividends to investors will be paid from coupon income generated by debentures issued by cooperatives and purchased by ZWMB. All proceeds and income from these investments are ringfenced within a trustee-controlled structure to safeguard investor funds. Income collected from cooperatives is paid into escrow and then distributed according to a priority order that ensures dividend payments to preference shareholders, followed by trustee fees and administration costs payable to ZWMB and CFS.
Legal and Regulatory Compliance
The offering has received approval from the Ministry of Finance and Economic Development as a Prescribed Asset, thereby qualifying it for inclusion in the portfolios of pension funds, insurance companies, and other institutional investors. The structure of the offering complies with the Securities Act (Chapter 24:25), the Companies and Other Business Entities Act (Chapter 24:31), and the Cooperative Societies Act (Chapter 24:05).
Risk Factors
Investors should be aware of potential risks including regulatory and legal changes, credit risk arising from the performance of cooperatives (which is mitigated by the ringfencing mechanism), market and economic fluctuations, and operational challenges related to fund disbursement and project execution. A comprehensive list of risk disclosures is available in the full Prospectus.
Investor Protections
A robust escrow and trustee structure ensures that proceeds and income are used strictly for their intended purposes. Investors will receive regular audited financial reports, and the flow of income and the redemption process are managed independently of ZWMB’s general banking operations to enhance transparency and protect investor interests.
ABRIDGED PROSPECTUS
Zimbabwe Women’s Microfinance Bank (ZWMB)
US$10 Million Preference Share Offering
Prescribed Asset | Redeemable | Non-Convertible | Fixed Income
Issuer
Zimbabwe Women’s Microfinance Bank (ZWMB) is a licensed microfinance institution wholly owned by the Government of Zimbabwe. Its head office is located at 31 Mutley Bend, Belvedere, Harare. As a women-focused development finance institution, ZWMB is committed to supporting inclusive financial products tailored to the needs of underserved markets.
The Offer
ZWMB is offering 10,000,000 Redeemable Non-Convertible Preference Shares at a par value of US$1.00 per share bought in lots of 100, amounting to a total value of US$10 million. The shares carry a fixed dividend entitlement, payable annually from income generated by cooperative debentures. The investment has been approved as a Prescribed Asset, making it suitable for pension funds and institutional investors. Shares are redeemable at par value after 10 years and are not convertible into ordinary shares. The offer will commence on 1 May 2025 and remain open for 12 months or until full subscription. Shares are allotted immediately as subscriptions are received, and the minimum investment is US$100.00, equivalent to 100 shares.
Use of Proceeds
ZWMB will allocate US$6.5 million of the proceeds to purchase income-generating cooperative debentures through the Cooperative Debentures Exchange (CDE), with ZWMB and CFS serving as trustees. The remaining US$3.5 million will be used to capitalize the Exchange and cover associated legal, administrative, and listing costs. All funds are held in an escrow account managed by CBZ and are disbursed according to the stated allocations under the supervision of the appointed trustees.
Income & Security
Dividends to investors will be paid from coupon income generated by debentures issued by cooperatives and purchased by ZWMB. All proceeds and income from these investments are ringfenced within a trustee-controlled structure to safeguard investor funds. Income collected from cooperatives is paid into escrow and then distributed according to a priority order that ensures dividend payments to preference shareholders, followed by trustee fees and administration costs payable to ZWMB and CFS.
Legal and Regulatory Compliance
The offering has received approval from the Ministry of Finance and Economic Development as a Prescribed Asset, thereby qualifying it for inclusion in the portfolios of pension funds, insurance companies, and other institutional investors. The structure of the offering complies with the Securities Act (Chapter 24:25), the Companies and Other Business Entities Act (Chapter 24:31), and the Cooperative Societies Act (Chapter 24:05).
Risk Factors
Investors should be aware of potential risks including regulatory and legal changes, credit risk arising from the performance of cooperatives (which is mitigated by the ringfencing mechanism), market and economic fluctuations, and operational challenges related to fund disbursement and project execution. A comprehensive list of risk disclosures is available in the full Prospectus.
Investor Protections
A robust escrow and trustee structure ensures that proceeds and income are used strictly for their intended purposes. Investors will receive regular audited financial reports, and the flow of income and the redemption process are managed independently of ZWMB’s general banking operations to enhance transparency and protect investor interests.
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