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Tawanda NyambiraiSenior Partner Mtetwa and Nyambirai Legal Practitioners
Commercial And Corporate Litigation – Commercial Law Consultancy – International Investments – Telecommunications Law
Tawanda holds a Bachelor of Laws Honours Degree from the University of Zimbabwe and a Certificate in Conflict Resolution from Uppsala University, Sweden. Early in his career, Tawanda represented himself against compulsory contributions to the National Social Security Agency (NSSA). The Nyambirai vs NSSA case gave the Supreme Court the opportunity to set the test to be applied in determining the scope of derogations from fundamental rights that can be considered to be reasonably justifiable in a democratic society. This case has been referred to beyond the borders of Zimbabwe.
In 1997, Tawanda successfully handled the case of Econet vs the Minister of Telecommunications that resulted in Econet being duly licensed to operate a mobile telecommunications network within, into and from Zimbabwe. The success in this case changed the telecommunications landscape in the country and put paid to the monopoly of the PTC which, although declared unconstitutional years earlier, remained in existence.
What was particularly impressive about this case were the means of gathering evidence which Tawanda and his team employed, which involved obtaining an Anton Pillar order to search and seize records of deliberations of the Technical Committee, an event which proved decisive in the matter as it unearthed damning evidence of bias and manipulation of the outcome of the tender process that had resulted in the licensing of Telecel.
The importance of the victory in this case is evident in the role that Econet has contributed to the development of the economy of Zimbabwe through employment creation, revenue paid to Government, and the revolution in electronic payment systems through the use of Ecocash.
Tawanda also successfully handled the 1998 Case of Econet vs Telecel in which he advanced the novel argument that an appeal did not have the effect of suspending the rights recognized by a declaratory order because a declaratory order does not create the rights it declares, but merely recognizes their existence.Later in his career, Tawanda would play a critical role in the listing of Econet on the Zimbabwe Stock Exchange. The listing still stands out as one of the rare cases where a company without a trading history was successfully listed on the Zimbabwe Stock Exchange.
Tawanda has also successfully led the negotiations for the renewal of the Econet License with the Ministers of Finance, and Telecommunications and their respective Permanent Secretaries, and the Postal and Telecommunications Regulatory Authority with the result that the license fees that had been demanded at $250 million were reduced to $137.5 million and the license tenor was extended by a further period of 5 years to 20 years. Tawanda’s strategic negotiation skills were critical to this success.
Tawanda also has immense advisory skills in structuring transactions, and he was an advisor in the mobilization of facilities exceeding $300 million by Econet Wireless, arguably the largest fund raising by a listed company in Zimbabwe. He was responsible for all the Zimbabwe issues relating to the fund raising, including procuring Exchange Control approvals, and the drafting of circulars to shareholders to obtain the requisite shareholder approvals.
Lately, Tawanda advised Econet on the raising of US$120 million outside Zimbabwe by way of a rights offer. This rights offer transaction ranks amongst the top five largest rights offers on a stock exchange in Southern Africa. In closing this transaction, Tawanda had to overcome significant hurdles, including resistance from the Zimbabwe Stock Exchange and the Securities Exchange Commission.
The involvement by Tawanda in the demerger of Kingdom Financial Holdings Limited from Meikles Africa was one of the most interesting transactions Tawanda has handled. Having been involved in advising on, and structuring the merger in the first place, Tawanda was there when the parties to the merger fell out. After realizing that it was in the best interests of the shareholders, especially the minority shareholders for the combined entity to demerge, and that the board was at that stage incapable of making the right decision to call a shareholder meeting, Tawanda advised one of the minority shareholders to requisition a meeting. He drafted the requisition, and mapped the proposed demerger processes. This is perhaps the only known successful case of shareholder activism that achieved its objectives through the rarely used process of requisitioning a shareholder meeting.
The ownership structure behind the construction of the Joina City was also designed by Tawanda to take into account the different tax statuses of the initial investors involved in the financing of the project. The structure utilized the concept of co- ownership of property in undivided shares, linked to debenture units.
As a businessman, Tawanda has established a business whose flagship is TN Financial Services P/L, one of the leading Financial Advisory firms in Zimbabwe. TN Financial Services P/L has handled some of the record-breaking transactions in Zimbabwe. Tawanda also founded one of the few indigenous banks that remain standing, TN Bank Limited, which changed its name to Steward Bank Limited after Tawanda swapped his TN Bank Limited shares for Econet shares. Under TN Bank Limited, Tawanda lead the licensing of Ecocash, which has now become synonymous with mobile money in Zimbabwe. Tawanda is also an investor in TN Harlequin Luxaire Limited, a leading manufacturer of furniture in the region.
On a human rights front, Tawanda successfully prevented the ejectment of Freddy Goronga and hundreds of Porta Farm residents in a case heard during the night before the former late JP Sandura (as he then was) and the retired Justice Adam. Tawanda successfully argued that the constitutional right to life includes the right to livelihood, and that as such, the Government and the City of Harare could not eject the squatters without providing an alternative settlement for them. No judgment was then written as the Respondents conceded the force of the submissions and an order was issued suspending the evictions that were due to be executed at 4 am the next day. The success of this case saw the majority of the former squatters being accommodated in Dzivarasekwa extension.