Address: 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe
Website: https://cottcoholdings.com/
Relating to and seeking approvals for:
THE VOLUNTARY TERMINATION OF THE LISTING OF THE SECURITIES OF COTTCO HOLDINGS LIMITED FROM THE ZIMBABWE STOCK EXCHANGE MAIN BOARD
and incorporating
A NOTICE OF AN EXTRAORDINARY GENERAL MEETING
To be held physically at the Registered Office of Cottco Holdings Limited at 1 Lytton Road, Workington, Harare, on Thursday, the 26th of November 2026 at 10:00 hours, which notice was published on Thursday, the 5th of November 2026 in accordance with the requisite provisions of the Securities and Exchange (Zimbabwe Stock Exchange Listing Requirements) Rules, 2019 and the Companies and Other Business Entities Act [Chapter 24:31], as set out at the end of this Document. Shareholders of Cottco Holdings Limited are requested to complete and return the attached Form of Proxy in accordance with the instructions printed therein, as soon as possible, but not later than 10:00 hours on Tuesday, the 24th of November 2026.
This Circular is issued in compliance with the Zimbabwe Stock Exchange Listing Requirements and seeks to provide information to Cottco Holdings Limited's Shareholders regarding the proposed delisting of Cottco Holdings Limited from the Zimbabwe Stock Exchange, as well as certain matters ancillary thereto.
This Circular has been approved for publication by the ZSE. The ZSE does not accept any responsibility and makes no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this Circular, and the approval of this Circular by the ZSE is not to be taken as an indication of the merits of the Company or of the Proposed Transaction.
The Special Resolution set out in Annexure I requires, in terms of section 11(5) of the ZSE Listing Requirements, that a minimum 75 per centum of the votes of all Shareholders present or represented by proxy at the Extraordinary General Meeting, excluding any Controlling Shareholder, its Associates and any party Acting in Concert, be cast in favour of that resolution. Shareholders are required to complete the declaration in the Form of Proxy for this purpose.
1. Overview of the Proposed Transaction
The Corporate Rescue Practitioners of Cottco Holdings Limited (“Cottco”, the “Group” or the “Company”) are proposing the voluntary termination of the Company's listing on the Zimbabwe Stock Exchange (“ZSE”). Trading in the Company's shares has been suspended on the ZSE since November 2014, following an application by the Company for the suspension of trading made in connection with proceedings for provisional judicial management. The suspension has remained in force continuously since that date.
The decision to pursue the Proposed Transaction follows the placing of the Company under voluntary corporate rescue by resolution of the Board of Directors on 12 May 2026, in accordance with the provisions of the Insolvency Act [Chapter 6:07]. Mr. Farai Chibisa and Mr. Ian Mtetwa of Grant Thornton (Zimbabwe) were subsequently appointed as joint Corporate Rescue Practitioners of the Company.
The decision follows careful consideration by the Corporate Rescue Practitioners in consultation with the Co-Financial Advisors, and has been determined to be in the best interests of the Company and its stakeholders. It has been taken to facilitate the resuscitation of the Company by developing and implementing a rescue plan aimed at restructuring its affairs, business, property, debt, and other liabilities.
The purpose of this Abridged Circular (“Circular” or “Document”) is to furnish Shareholders with a summary of the relevant information relating to the proposed delisting of the Company in accordance with the Companies and Other Business Entities Act [Chapter 24:31] and the ZSE Listing Requirements, and to enable Shareholders to make an informed decision in respect of the Proposed Transaction. Shareholders are advised to read the Full Circular to Shareholders, which contains the full details of the Proposed Transaction.
1.1 Rationale of the Proposed Delisting
Cottco Holdings Limited's Shareholders are being called by notice dated Thursday, 5 November 2026 (which is attached to and forms part of this Circular) to attend an EGM of the Company which will be held on Thursday, 26 November 2026 to consider and, if deemed fit, to approve the termination of the listing of Cottco on the ZSE
The resolutions for the approval of the Proposed Transaction are set out in full in Annexure I of the Document. The Corporate Rescue Practitioners have adopted a resolution concerning the Proposed Transaction based on the rationale detailed below:
Prolonged Suspension– trading in the Company's shares has been suspended since November 2014, a period approaching twelve years, during which no market price has been established and Shareholders have had no means of realising value through the exchange.
Stabilisation and Recovery– delisting is a strategic step to stabilise the Company and support its long-term recovery under the Corporate Rescue Plan.
Regulatory Compliance– the Company is unable to meet certain continuing obligations of listing, including the timely submission of audited financial statements and the settlement of listing fees, and delisting is aimed at avoiding regulatory penalties and a forced termination by the exchange in terms of sections 7(4) and 10(1) of the ZSE Listing Requirements The Company's financial statements were last audited in 2024, and no audited financial statements have been published since then.
Operational Focus– delisting will allow the Corporate Rescue Practitioners to concentrate on critical restructuring and recapitalisation tasks without the demands of public market compliance.
Operational Flexibility– delisting enables the confidential and efficient implementation of essential measures, including creditor negotiations, the introduction of new capital, cost rationalisation, and asset rationalisation.
Cost Reduction– delisting reduces costs associated with maintaining a public listing, freeing resources for the recovery of the business and for obligations to contracted growers, employees and creditors.
Shareholder Protection– the Company's shares have faced prolonged uncertainty and illiquidity. Voluntary delisting resolves this indeterminate state, protects Shareholder interests during restructuring, and allows focused recovery efforts to stabilise operations for a possible future relisting.
Temporary Measure– delisting is not an endpoint but a strategic pause to enable recovery.
2. Overview of Cottco’s Operations
Cottco Holdings Limited is an agro-industrial group whose operations are conducted principally through The Cotton Company of Zimbabwe Limited, the Company's wholly owned subsidiary, which is the largest ginner and marketer of cotton in Zimbabwe and a significant participant in the sub-Saharan African cotton market.
The Group is involved in substantially every facet of cotton production and sales, including the provision of agronomic advisory services, the supply of planting seed, chemicals and fertiliser to contracted growers, the buying and ginning of seed cotton, warehousing, and the marketing of lint and cotton seed in local and export markets. The Company contracts a substantial base of smallholder growers and administers input support programmes on behalf of the Government of Zimbabwe.
The Group operates ginneries located at Chinhoyi, Gokwe, Sanyati, Muzarabani, Kadoma and Chiredzi, together with business unit operations at Sanyati and a presence in Matabeleland North and Mashonaland East. The Group maintains a network of buying points and outlets across the major cotton producing areas of Zimbabwe.
The cotton value chain in which the Group participates follows a structured annual cycle:
Input provision and contracting– seed, fertiliser and chemicals are supplied to contracted smallholder growers, together with agronomic advisory support.
Seed cotton intake– seed cotton is received, graded and classified at buying points and business units across the cotton growing regions.
Ginning– seed cotton is ginned to separate lint from cotton seed at the Group's ginneries.
Marketing and distribution– lint is marketed into export and local markets, and cotton seed is sold to oil expressers and into the stockfeed value chain.
The Group's intake and profitability are therefore sensitive to rainfall, to the producer price of seed cotton, to the availability of crop funding at the commencement of each season, and to international lint prices.
3. Corporate Governance
Since 12 May 2026, the Company has been under the administration of the Corporate Rescue Practitioners and will remain so until the conclusion of the implementation of the Corporate Rescue Plan in accordance with the Insolvency Act. The investigation and examination of the affairs of the Company is ongoing. Full management control of the Company will revert to the Directors and management upon the successful implementation of the Corporate Rescue Plan.
3.1 Corporate Rescue Practitioners and Executives' Interests
Having made all reasonable enquiries, including an examination of the Register, the Corporate Rescue Practitioners confirm that neither they nor any of the Company's executives hold any direct or indirect beneficial interest in the issued share capital of Cottco Holdings Limited, and that none of them has any interest, direct or indirect, in the Proposed Transaction.
4. Corporate Rescue Practitioners' Responsibility Statement
The Corporate Rescue Practitioners, Mr. Farai Chibisa and Mr. Ian Mtetwa, jointly and individually accept full responsibility for the accuracy of the information given in this Circular and confirm that they have made all reasonable enquiries and declare that to the best of their knowledge and belief, there are no facts, the omission of which would make any statement in this Circular false or misleading, and that they have made all reasonable enquiries to ascertain such facts.
The Corporate Rescue Practitioners also confirm that this Circular includes all such information within their knowledge (or which it would be reasonable for them to obtain by making enquiries) as investors and their professional advisors would reasonably require and expect in order to make an informed assessment of the Proposed Transaction and prospects of the Company, and the rights attaching to the securities of the Company
4.1 Timelines and Milestones
The table below details the proposed timelines and milestones that the Corporate Rescue Practitioners believe are feasible for the Company to undergo a successful delisting.
| EVENT | DATE |
|---|---|
| Notice of Cottco Holdings EGM published | Thursday, 5 November 2026 |
| Mailing of Circular to Cottco Holdings Shareholders | Thursday, 5 November 2026 |
| Record Date, Cottco Holdings share register closed (at 16:00 hours) | Thursday, 19 November 2026 |
| Last day for lodging Proxy Forms (at 10:00 hours) | Tuesday, 24 November 2026 |
| Cottco Holdings EGM (at 10:00 hours) | Thursday, 26 November 2026 |
| Publication of EGM Resolution Results | Friday, 27 November 2026 |
| Implementation and delisting of Cottco Holdings’ ordinary shares from the ZSE, following satisfaction of the requirements of section 130(1) of the Insolvency Act | To be announced in due course |
Notes
- The dates stated above are subject to change at the discretion of the Corporate Rescue Practitioners and any such change will be published to Shareholders through the Zimbabwean press, ZSE website and Company website.
- All times indicated above and elsewhere in this Circular are Zimbabwean standard times.
- If the EGM is adjourned or postponed, Forms of Proxy submitted in respect of the EGM will remain valid in respect of any adjournment or postponement thereof.
- If the Proposed Transaction is approved by Shareholders at the EGM, update announcements will be made on progress regarding completion of any outstanding conditions precedent. The approval sought at the EGM is an enabling approval and the passing of the Special Resolution will not of itself terminate the listing. The Proposed Transaction will be implemented only once the requirements of section 130(1) of the Insolvency Act have been satisfied, after which the Corporate Rescue Practitioners will apply to the ZSE in terms of section 11(2) of the ZSE Listing Requirements. The grant of that application, and the effective date of the removal, remain in the discretion of the ZSE and will be announced to Shareholders.
5. Actions to be Taken by Cottco Shareholders
Upon receipt of this Circular, the Shareholder should:
- Read this Document in its entirety. If you are in doubt as to the action you should take, you should immediately seek advice from your stockbroker, bank manager, legal practitioner, accountant, or other professional advisors;
- Attend the EGM to be held on Thursday, 26 November 2026 and vote on the resolutions that will be required to give effect to the Proposed Transaction as presented in this Circular.
Shareholders who are unable to attend the EGM, but who wish to be represented there, should complete and sign the Proxy Form included in this Document and ensure that it is either lodged with the Company Secretary at the Registered Office of Cottco Holdings Limited being 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe, or at the offices of the Transfer Secretaries at 1 Armagh Avenue, Eastlea, Harare, Zimbabwe, or scanned and emailed to the Company Secretary at tzivanai@cottco.co.zw, or scanned and emailed to the Transfer Secretaries at info@fts-net.com so that it is received by the Transfer Secretaries by 10:00 hours on Tuesday, 24 November 2026.
Address: 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe
Website: https://cottcoholdings.com/
6. Conditions Precedent
The implementation of the Proposed Transaction is conditional upon the following:
- The passing of the Special Resolution to delist the Company by a minimum of 75 per centum of the votes of all Shareholders present or represented by proxy, excluding any Controlling Shareholder, its Associates and any party Acting in Concert, in terms of section 11(5) of the ZSE Listing Requirements, at an EGM to be held on Thursday, 26 November 2026 in terms of the Notice of the EGM published on the ZSE website and Company website, dated Thursday, the 5th of November 2026;
- The passing of the Ordinary Resolution to give the Corporate Rescue Practitioners authority to give effect to the Special Resolution;
- The Corporate Rescue Practitioners obtaining a court order, or alternatively the adoption of a Corporate Rescue Plan, contemplating the Proposed Transaction in accordance with section 130(1) of the Insolvency Act; and
- Obtaining all such other necessary regulatory approvals as may be required.
7. Regulatory Issues
This Circular is issued in compliance with the ZSE Listing Requirements. The ZSE approved the publication of the Circular to Shareholders and the EGM Notice on Tuesday, 20 October 2026. The ZSE also granted a waiver, in terms of section 3(1)(d) of the ZSE Listing Requirements, from the financial information requirements that would otherwise apply to the Circular.
8. Contingent Liabilities
The Company monitors potential contingent liabilities on an ongoing basis. Where there are contingent liabilities, the Company provides the required disclosures in the financial statements and where there are provisions, the Company records a liability in the financial statements. As at the date of this Circular, and save for (i) the guarantees issued by or in favour of the Company in connection with crop funding facilities, and (ii) the claims of creditors that fall to be determined in the Corporate Rescue Proceedings, the Corporate Rescue Practitioners are not aware of any material contingent liabilities of the Company. Since the audit for the most recent completed financial year (2025) is outstanding, this statement is made on the basis of the records and information available to the Corporate Rescue Practitioners and has not been verified by audit.
9. Opinions and Voting Recommendations
The Corporate Rescue Practitioners, in whom full management control of the Company vests during the Corporate Rescue Proceedings, have considered the terms of the Proposed Transaction, in consultation with the working party of advisors, and are of the opinion that the Proposed Transaction is in the best interests of the Company, its creditors and its Shareholders. Accordingly, the Corporate Rescue Practitioners recommend that Shareholders vote in favour of the resolutions giving effect to the Proposed Transaction.
Neither of the Corporate Rescue Practitioners holds any direct or indirect interest in the issued share capital of the Company, and none of them will therefore vote at the EGM in that capacity. The Corporate Rescue Practitioners have not received any irrevocable undertaking from any Shareholder as to how it intends to vote on the resolutions.
10. Documents Available for Inspection
Copies of the following documents will be available for inspection between Thursday, 5 November 2026 and Thursday, 26 November 2026, during normal working hours, at the Transfer Secretaries' and Cottco Holdings' Registered Office at the addresses set out in section 5 of this Document:
- The Memorandum of Association of the Company;
- The Articles of Association of the Company;
- The written consents of the advisors for the Proposed Transaction;
- The Board resolution placing the Company under Corporate Rescue dated 12 May 2026;
- The Corporate Rescue Practitioners' Approval for the Proposed Transaction;
- A signed original copy of this Circular; and
- The ZSE approval letter for the distribution of the Circular.
ANNEXURE I: NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of members of Cottco Holdings Limited (“the Company”) will be held at 1 Lytton Road, Workington, Harare, on Thursday, 26 November 2026 at 10:00 hours, for the purpose of considering and, if thought fit, passing with or without amendment, the resolutions set out below.
AS SPECIAL RESOLUTION:
1. DELISTING OF COTTCO HOLDINGS LIMITED SHARES FROM THE ZIMBABWE STOCK EXCHANGE.
“THAT the termination of the listing of all of the Company's issued ordinary shares on the Main Board of the Zimbabwe Stock Exchange (“ZSE”), by way of voluntary termination on request in terms of Section 11 of the ZSE Listing Requirements, be and is hereby approved.”
AS ORDINARY RESOLUTION:
1. THE CORPORATE RESCUE PRACTITIONERS AUTHORISED TO GIVE EFFECT TO THE RESOLUTION.
“THAT the Corporate Rescue Practitioners be and are hereby authorised, jointly and severally, to do all such acts and things and to sign all such documents as they may consider necessary, desirable or expedient to give effect to Special Resolution Number 1 above, including agreeing such amendments to the terms of the application for termination as the Zimbabwe Stock Exchange or the Securities and Exchange Commission of Zimbabwe may require as a condition of approval, to determine the time and date at which the application to the ZSE is to be made, to make that application, and to implement the delisting in accordance with the requirements of the applicable laws.”
Notes:
- In terms of section 171(1) of the Companies and Other Business Entities Act [Chapter 24:31], a member entitled to attend and vote at the meeting is entitled to appoint one or more persons to act in the alternative as his or her proxy, to attend, speak and vote on a poll in his or her stead. A proxy need not be a member of the Company. A form of proxy is enclosed with this Notice in accordance with section 57 of the ZSE Listing Requirements.
- Proxy forms must be lodged at the Registered Office of the Company or with the Transfer Secretaries, or emailed to the Company Secretary or the Transfer Secretaries at the addresses set out in the Full Circular, not less than forty-eight (48) hours before the time for holding the meeting, being not later than 10:00 hours on Tuesday, 24 November 2026.
- The Special Resolution will require, in terms of section 11(5) of the ZSE Listing Requirements and unless the ZSE otherwise decides, that a minimum of 75 per centum of the votes of all Shareholders present or represented by proxy at the meeting be cast in favour of the resolution, excluding any controlling shareholder, its associates and any party acting in concert, as those expressions are defined in section 2 of the ZSE Listing Requirements. Every Shareholder and proxy is required to complete the declaration in the form of proxy stating whether it is a controlling shareholder, an associate of a controlling shareholder or a party acting in concert with a controlling shareholder, and the Transfer Secretaries will exclude the votes of any such person from the count on the Special Resolution. All resolutions will be decided on a poll.
- The record date for determining which Shareholders are entitled to attend and vote at the EGM is Thursday, 19 November 2026 at 16:00 hours.
- Only Shareholders registered in the Register as at the record date are entitled to attend, speak and vote at the meeting. A Shareholder present in person or by proxy is entitled to one vote in respect of each ordinary share held, on a poll.
- The results of the poll on each resolution will be published on the ZSE website, on the Company website and in a national newspaper.
Farai Chibisa(Corporate Rescue Practitioner)
Ian Mtetwa(Corporate Rescue Practitioner)
5 November 2026
Annexure II: Proxy Form
FOR THE EXTRAORDINARY GENERAL MEETING OF THE COTTCO HOLDINGS LIMITED
For use at the Extraordinary General Meeting of the Cottco Holdings Limited members to be held physically at the Registered Office of Cottco Holdings Limited at 1 Lytton Road, Workington, Harare, on Thursday, 26 November 2026 at 10:00 hours.
(Name in block letters)
Company hereby appoint
or failing him/her
As my/our proxy to act for me/us at the EGM of the Company to be held on Thursday, 26 November at 10:00 hours for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat, and at each adjournment or postponement thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name in accordance with the following instructions:
| SPECIAL RESOLUTION NUMBER 1 | For | Against | Abstain |
|---|---|---|---|
| 1. VOLUNTARY DELISTING OF COTTCO HOLDINGS LIMITED SHARES FROM THE ZIMBABWE STOCK EXCHANGE “THAT the termination of the listing of all of the Company's issued ordinary shares on the Main Board of the Zimbabwe Stock Exchange (“ZSE”), by way of voluntary termination on request in terms of section 11 of the ZSE Listing Requirements, be and is hereby approved.” |
|||
| AS ORDINARY RESOLUTIONS | For | Against | Abstain |
| 1. CORPORATE RESCUE PRACTITIONERS BE AUTHORISED TO GIVE EFFECT TO RESOLUTIONS “THAT the Corporate Rescue Practitioners be and are hereby authorised, jointly and severally, to do all such acts and things and to sign all such documents as they may consider necessary, desirable or expedient to give effect to Special Resolution Number 1 above, including agreeing such amendments to the terms of the application for termination as the Zimbabwe Stock Exchange or the Securities and Exchange Commission of Zimbabwe may require as a condition of approval, to determine the time and date at which the application to the ZSE is to be made, to make that application, and to implement the delisting in accordance with the requirements of the applicable laws.” |
Signed this ____________________ day of ____________________ 2026.
Signature(s) ________________________________________
Assisted by me ________________________________________
Full name(s) and capacity of signatory/ies if signing in a representative capacity (please use block letters).
NOTES TO THE FORM OF PROXY
- In terms of section 171 (1) of the Companies and Other Business Entities Act [Chapter 24:31], a member of the Company is entitled to appoint one or more persons to act in the alternative as his proxy, to attend and vote and speak in his/her stead. A proxy need not be a shareholder of the Company. A Director or Officer of the Company shall not be appointed as a proxy for a shareholder.
- Unless otherwise instructed, the proxy will vote as he/she thinks fit.
- This proxy form must be deposited at the Registered Office of the Company, which is situated at 1 Lytton Road, Workington, P.O. Box 2697, Harare, Zimbabwe, or at the offices of the Transfer Secretaries, to be received not less than forty-eight (48) hours before the meeting.
- The proxy form must be signed and dated for it to be valid. Any alterations or corrections to this form must be initialled.
- Anyone signing this proxy form in a representative capacity must be authorised to do so. Please stamp this form with your company or organisation's stamp and enclose proof of authorisation.
- The return of this proxy form will not prevent you from attending the meeting and voting in person. However, should this happen, the proxy will be revoked.
NUMBER OF SHARES HELD
INSTRUCTIONS FOR SIGNING AND LODGING THIS FORM OF PROXY
- A Shareholder may insert the name of a proxy or the names of two alternative proxies of the Shareholder's choice in the space provided, with or without deleting “the Chairman of the EGM”, but any such deletion must be initialled by the Shareholder. The person whose name appears first on the form of proxy will, unless his/her name has been deleted, be entitled to act as a proxy to the exclusion of those whose names follow.
- A Shareholder's instruction to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space/s provided as well as by means of a cross whether the shareholder wishes to vote, for, against or abstain from the resolutions. Failure to comply with the above will be deemed to authorize the proxy to vote or abstain from voting at the EGM as he/she deems fit in respect of all the Shareholder's votes exercisable thereat. A Shareholder or his/her proxy is not obliged to use all the votes exercisable by the Shareholder or by his/her proxy or cast them in the same way.
- Deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration or correction must be initialled by the signatory or signatories.
- The Corporate Rescue Practitioners shall be entitled to decline or accept the authority of a person signing the proxy form:
i. under a power of attorney;
ii. on behalf of a company.
unless that person's power of attorney or authority is deposited at the offices of the Company's transfer secretaries, or the registered office of the Company, not less than 48 hours before the meeting. - If two (2) or more proxies attend the meeting, then that person attending the meeting whose name appears first on the proxy form and whose name is not deleted shall be regarded as the validly appointed proxy.
- When there are joint holders of shares, any one holder may sign the form of proxy. In the case of joint holders, the senior who tenders a vote will be accepted to the exclusion of other joint holders. Seniority will be determined by the order in which names stand in the register of members.
- The completion and lodging of this form of proxy will not preclude the member who grants this proxy form from attending the EGM and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such member wish to do so.
- In order to be effective, completed proxy forms must reach the Company's Transfer Secretaries or the registered office of the Company not less than forty-eight (48) hours before the time appointed for the holding of the EGM.
- Please ensure that name(s) of the member(s) on the form of proxy and the voting form are the same as those on the share register.
Camelsa Business Park
135 Emmerson Mnangagwa Road
Highlands, Harare
E info@zw.gt.com
T +263 242 442511/4,
F +263 242 442517
Thornton Business Park
1 Clark Road
Suburbs
Bulawayo
E infobyo@zw.gt.com
T +263 292 231431-5
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