• TSL shareholders approved the company’s ZSE delisting and proposed VFEX listing, with 76.4% of registered shareholders represented at the EGM
• The migration validates management’s view that a USD-earning business, with over 97% of revenue in US dollars, is poorly matched with ZWG price discovery on the ZSE
•  TSL joins a growing migration pattern by USD-generating companies

Harare - TSL Limited shareholders have formally endorsed one of the most important arguments emerging in Zimbabwe's capital markets during 2026, a business that earns almost all of its revenue in United States dollars should no longer be valued through a Zimbabwe Gold pricing mechanism.

At an Extraordinary General Meeting held on 19 June 2026, shareholders representing 76.4% of the company's issued share capital unanimously approved the company's voluntary delisting from the Zimbabwe Stock Exchange (ZSE) and its proposed admission to the Victoria Falls Stock Exchange (VFEX). Every vote cast supported the four resolutions placed before shareholders, effectively removing the principal corporate hurdle to TSL's migration onto Zimbabwe's US dollar-denominated exchange.

The approval  validates management's long-standing argument that the ZSE no longer provides an appropriate valuation platform for companies whose revenues, assets, cash generation and dividends are overwhelmingly denominated in United States dollars. The shareholder vote therefore transforms that argument from a board recommendation into a position now formally endorsed by the company's owners.

That distinction matters because TSL is not leaving the ZSE in response to operational weakness. The company is migrating following one of its strongest financial performances in recent years. Revenue reached US$45.6 million during the year ended 31 October 2025, EBITDA increased to US$17.7 million, profit after tax reached US$10.5 million, operating cash generation exceeded US$10 million, while total assets stood at US$99.4 million and shareholders' equity reached US$68.4 million. More than 97% of group revenue was generated in United States dollars.

Those numbers form the foundation of the board's valuation argument. The company believes there is an increasing disconnect between the currency in which the business operates and the currency through which the market values it. According to the migration circular , the ZSE valuation no longer adequately reflects either the intrinsic value of TSL's asset base or the predominantly US dollar nature of its earnings.

That disconnect has become increasingly visible across Zimbabwe's listed market with corporate revenues becoming progressively dollarised over the past several years as businesses shifted pricing, procurement and customer settlements into United States dollars. Many industrial companies now generate the overwhelming majority of their cash flows in foreign currency, while their market valuations continue to depend on liquidity conditions within the Zimbabwe Gold financial system.

Share prices increasingly reflect the availability of Zimbabwe Gold liquidity, domestic interest rates and local institutional demand as much as they reflect corporate earnings, cash generation and asset quality. For companies operating almost entirely in US dollars, management teams increasingly view that pricing mechanism as an inefficient representation of underlying value.

TSL is not the first company to reach that conclusion. Econet Wireless Zimbabwe voluntarily delisted from the ZSE earlier this year after shareholders  approved the transaction, removing what had been one of the exchange's largest and most liquid counters. First Mutual Properties has also secured shareholder approval to terminate its ZSE listing, citing similar concerns around valuation and liquidity. Together, these transactions suggest the migration trend is becoming structural rather than company-specific.

Econet generates predominantly US dollar revenues. First Mutual Properties owns investment property largely valued in US dollars. TSL earns more than 97% of its revenue in US dollars. Different sectors are arriving at the same conclusion through different commercial models.

The migration pattern increasingly reflects the evolution of Zimbabwe's economy itself.Corporate balance sheets, revenues and cash flows have become substantially dollarised while equity market valuation remains anchored within a Zimbabwe Gold-denominated exchange. As that divergence widens, pressure for migration towards the VFEX naturally increases.

TSL estimated that the entire migration will cost approximately US$66,250. Against annual profit after tax of US$10.5 million, the cost represents roughly 0.6% of one year's earnings. Against total assets approaching US$100 million, it becomes almost immaterial.

The company is effectively arguing that the long-term valuation benefits available from trading on a US dollar-denominated exchange substantially outweigh the one-off cost of migration. Had the expected valuation improvement been marginal, there would have been little commercial justification for undertaking the exercise.

Every migration removes another quality counter from the Zimbabwe Stock Exchange, reducing market capitalisation, sector depth and institutional investment opportunities. Econet's departure significantly reduced the size of the exchange. The removal of First Mutual Properties will eliminate one of the market's dedicated property investment counters. TSL further reduces the representation of diversified industrial businesses on the ZSE.

The exchange risks entering a reinforcing cycle in which the departure of large companies reduces liquidity, lower liquidity weakens price discovery, weaker price discovery encourages additional migrations and further migrations reduce liquidity again.

Meanwhile, each successful migration strengthens the competitive position of the Victoria Falls Stock Exchange. Originally established to attract foreign capital, the VFEX is increasingly becoming the preferred listing venue for mature Zimbabwean companies with predominantly US dollar earnings. Each migration expands market depth, broadens sector representation and improves the exchange's relevance to institutional investors seeking US dollar-denominated investment opportunities.

The unanimous shareholder approval therefore represents more than procedural progress. It confirms that TSL investors accepted the board's central valuation thesis. They concluded that the company's intrinsic value is more likely to be recognised through a US dollar-denominated exchange than through continued listing on the Zimbabwe Stock Exchange.

The conclusion raises increasingly difficult questions about whether the ZSE's current market structure remains capable of efficiently pricing an economy that has become substantially dollarised, and whether future capital market reforms should focus less on retaining listings and more on restoring valuation efficiency.

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