Dube Manikai & Hwacha

DMH is a leading, experienced, and highly reputed business law firm in Zimbabwe. DMH opened its doors in 1998 and in 2023, officially opened DMH House in Alexandra Park. In 2024, the firm maintained its top ranking as a Band 1 ranked business law firm in Zimbabwe and the only indigenous Band 1 ranked business law firm. DMH further had one of only five Band 1 ranked business lawyers in Zimbabwe. DMH has continuously been retained to represent private and public entities, including State Owned Enterprises, and routinely provides expert legal services to international clients. The firm’s named partners are among the most eminent business lawyers in Zimbabwe and currently, Canaan Dube and Edwin Manikai chair Hippo Valley Estates Limited (listed on the Zimbabwe Stock Exchange) and the Presidential Advisory Council, respectively. In addition to the firm's proven track record of expert legal client services, DMH is committed to the continuous training of its practitioners and facilitates such through a daily training programme for young lawyers, discussions with business leaders, regulators, and public office representatives to ensure that servicing of its clients is of a high standard.

Main Areas of Practice:

Corporate, Commercial/ M&A/ Capital Markets/Competition: 

The firm advises clients on a wide range of specialised legal services in the commercial, corporate, and financial services sector. The firm prides itself on its outstanding capability and capacity to assist clients from the inception of their mandates through to finality. Some of the mandates we have been involved include advising:

■National Foods Limited on a share repurchase and its delisting from the Victoria Falls Stock Exchange.

■the Vision Group in respect of the disposal of the businesses and assets of the Tongaat Hullet Group, including the shares in its subsidiaries in Zimbabwe, Mozambique and Botswana, as part of the Business Rescue Plan of Tongaat Hulett Limited (in business rescue) adopted on 11 January 2024.

■FBC Holdings Limited in its acquisition of Standard Chartered Bank (Zimbabwe) Limited, pursuant to an agreement of sale of shares it concluded with Standard Chartered Holdings (Africa) B.Vfor the purchase of all of the issued ordinary shares of Standard Chartered Bank (Zimbabwe) Limited and the entire beneficial interest in the Africa Enterprise Network Trust for a cash consideration.

■Padenga Holdings Limited, a VFX listed entity on its acquisition of shares representing a 50.1% equity shareholding in Dallaglio Investments (Private) Limited and subsequently the remaining 49.9% of the shareholding in Dallaglio, such that Dallaglio has become its wholly owned subsidiary.

■On a three-year corporate bond issue by way of subscription which funds will be invested in a lithium mining project.

■A leading financial institution on the disinvestment of a significant shareholder.

■a blue-chip company on its delisting on the Zimbabwe Stock Exchange and listing on the Victoria Falls Stock Exchange.

■On the resolution of a USD20M dispute involving a statutory institution.

■On the acquisition of Dawn Properties Limited by African Sun Limited (largest business, hospitality tourism player in Zimbabwe);

■On the Acquisition of a controlling stake in GB Holdings Limited (the largest mining consumer supplies listed on the Zimbabwe Stock Exchange);

■On the corporate restructuring of a Zimbabwe Stock Exchange & London Stock Exchange coal mining corporation.

■On the Corporate restructuring of the largest retailer group in Zimbabwe.

■On the privatization of a public entity.

■ One of the country’s largest fast-moving consumer goods on all its competition matters, including but not limited to advising on abuse of dominance indicators, merger and acquisition structuring, and ensuring all subsidiaries within the group comply with competition laws and regulations. The team has managed to foster a good working relationship with the Competition and Tariff Commission of Zimbabwe.

Banking and Finance: 

■Acted for the biggest multilateral financial institution focused on promoting intra-African trade in various facilities and initiatives spanning the Gold Sector, the Platinum Sector, Fuel Sector, the Banking Sector, telecommunication sector with a roll-up value of $1,4billion in renewals and fresh funding including COVID-19 related support.

■Advised a foreign bank on the implementation of a structured loan facility to the Government of Zimbabwe to be utilized for infrastructure development, and the support of such facility through carbon tax dedicated cash receivables.

■Acted for one of the largest local banks Group quoted on the Zimbabwe Stock Exchange in facilities and securitization of the diamond sector.

■Zimbabwean Counsel in respect of loans by international and regional financial institutions to the local banks and companies.

■Appointed legal advisor for a feasibility study for the Infrastructure Development Bank of Zimbabwe Limited Climate Finance Facility.

Tax: 

The firm aims to advise and represent its clients (mostly taxpayers) with a high level of competence and diligence and is proud to have dealt with various tax disputes that came to a successful end. Some notable work includes, but is not limited to:

■Advising a local conglomerate in tax matters against ZIMRA more particularly on issues of payment of taxes in foreign currency

defending a local entity against a dispute with ZIMRA in respect of disallowed management fees and levying of penalties on outstanding foreign currency tax.

■Successfully defending a local company in a dispute with ZIMRA in respect of disallowed management fees and levying of penalties on outstanding foreign currency tax.

■successfully represented companies in the tourism industry resulting in a reprieve from the government that led to the enactment of a statutory instrument that outlaws the tax assessments that had been raised against them and ultimately saving our clients hundreds of thousands of dollars.

■successfully defended a client in the Energy Industry against a claim made by ZIMRA, which resulted in the Zimbabwe Revenue Authority withdrawing its matter.

■providing tax opinions to both local and international clients, including international law firms, tax advisors. This has seen most of the clients listed above managing their tax affairs in line with the opinion given.

■quite recently, the tax department has also been entrusted with high-profile cases involving such tax areas that are considered novel in the Zimbabwean jurisdiction. Such areas include transfer pricing, Intermediated Money Transfer Tax, and tax strategy among other disciplines. Most notably the firm has represented one of the largest and most reputable conglomerate companies in Zimbabwe.

Intellectual Property and Data Protection 

■The firm has capability and experience in working with local and international clients on the registration of intellectual property rights with the Zimbabwe Intellectual Property Office (ZIPO), Africa Regional Intellectual Property Office (ARIPO), and internationally through the Madrid System. The firm also provides specialist services in intellectual property litigation and/or arbitration, advisory services related to intellectual property in Zimbabwe, drafting of all manner of agreements related to intellectual property (licence, assignments, software and ICT agreements), domain name registration and maintenance in liaison with Zimbabwe Internet Providers Association (ZISPA), registration of Plant Breeder’s Rights in terms of the Plant Breeders Rights Act [Chapter 18:16] and registrations in terms of the Seeds Act [Chapter 19:13].

■The firm has further developed its data protection advisory practice, assisting local and international clients with data protection, notification, and processing aspects of commercial transactions and engagements with the regulator, POTRAZ.

■The firm advised the local partnership of a global accounting firm of the data protection implications and regulatory framework in the exist of the international venture which implicated the transfer and retention of client data to the newly established local entity.

Energy and Projects/ Mining: 

■Advisors to Cross Boundary Energy Holdings in the acquisition of Caledonia Mining Services Limited from Caledonia Mining Plc for US$19.1 million

■Lead advisors to the African Legal Support Facility and the Zambezi River Authority for the development of the 2.4 GW Batoka Gorge Hydroelectric Scheme.

■We have advised on several Lithium resource mining claims, title and funding and security arrangements & the ongoing acquisition of significant gold mining interests by foreign investors out of the United Kingdom and Portugal, involving full value chains in the investigations, pegging and title to claims over 3200 hectares over El dorado in Chinhoyi District.

■Advised a foreign private company on the regulatory framework applicable for trade in captive power projects in Zimbabwe.

■Advised a local private company on a project for the construction of three independent solar photovoltaic projects in Zimbabwe.

■Advised a local company in a mining dispute where the land rights of farmers came in conflict with the client’s mining and prospecting rights.

■Advised a blue-chip mining company on power generation for a 105MW and 80MW solar power plant.

■Restructuring of a multimillion United States dollar debt

■Retained to act for a licensed developer in 100MW Solar Energy Project phased out with an initial 10MW due for financial close and development within 6 months of sign off.

■Appointed local counsel for a 2400MW hydro-power project on the Zambezi River.

■Appointed local counsel for a new gold mining venture with listing ambitions on the Australian Stock Exchange.

■Advised on the USD35m, USD110m, USD135m, and USD188m Zimbabwe Electricity Transmission and Distribution Company funded power projects.

■Advised an international bank on the loan, escrow, and security arrangements of a US$ 319 million loan, for the implementation of the Kariba South Hydro Power Station 300MW project.

Employment: 

The firm’s dominance in the field of employment law is unparalleled. Its advisory services follow the full cycle of an employer/employee relationship from recruitment, immigration, employment contracts, remuneration, company employment policies (working in conjunction with human resources), internal hearings, dispute resolution, mediation, restructuring, and retrenchment. Some recent notable work includes, but not limited to:

■advising on transfer of employees, human resources and pensions in relation to the disposal of the businesses and assets of the Tongaat Hullet Group, including the shares in its subsidiaries in Zimbabwe, Mozambique and Botswana, as part of the Business Rescue Plan of Tongaat Hulett Limited (in business rescue).

■successfully represented National Foods Limited against claims for payment of various allowances, and demands for salary increments based on awards handed down in the Zimbabwe dollar era.This saved the company a total liability of more than US$ 500,000.

■counsel assisted the National Employment Council for the Banking Undertakings in drafting their new collective bargaining agreement. The department has also successfully represented clients such as ZESA Holdings Limited in matters relating to the interpretation of its collective bargaining agreements saving the entity from huge liability.

■legal Counsel that pioneered the current status quo in applying the ‘Dirty Hands Principle’ when dealing with labour and employment disputes

■Advised on transfer of undertaking obligations pertaining to employees and on pension fund transfers and obligations in the FBC Holdings Limited acquisition of Standard Chartered Bank (Zimbabwe) Limited transaction involving an entity that has been in existence since 1900.

Dispute Resolution and Litigation: 

■The firm offers specialist litigation services in the High, Supreme, and Constitutional Courts of Zimbabwe with a particular focus on civil and commercial litigation ranging from medium to high-profile disputes concerning local, regional, and international clientele and involving widely varying subject matters including mining, insurance, contract, construction, real estate, liquidation, judicial management, deceased estates, foreclosures, and recoveries. The firm also has expertise in alternative dispute resolution including arbitration and mediation both locally and in foreign jurisdictions.

■Successfully defended FBC Holdings Limited in litigation against Zimbabwe Nantong International (Pvt) Ltd, involving USD967,200.00

■Successfully represented Fidelity Life Assurance of Zimbabwe Limited in defending proceedings in which it was sought to have an agreement of sale of shares nullified.

■Acted for First Mutual Holdings in litigation against IPEC to have a USD$262 million Corrective Order set aside.

■Acted for Innscor in litigation to have a divesture order by the Competition and Tariff Commission set aside.

■Represented Innscor Africa Limited in litigation proceedings before theHigh Court of South Africa, Gauteng Division to have defamatory publications removed from social media and damages claimed.

■Defended FBC Reinsurance Limited in a litigation claim for US$874 465.00

Conveyancing,Securitizationand Real Estate Development 

■The Mandates with regards to land transfer and/or acquisition are dealt with by our robust and efficient Conveyancing, Securitizationand Real Estate Development Unit, (“The Conveyancing Team”

■The Conveyancing Team prides itself on being able to offer players in the property market a complete package of legal advisory services starting with the ability to conducta legal due diligence on the property in question and renderingadvice on any legal or technical issues arising regarding the property’s use andzoning. In addition to the usual legal services such as the negotiation anddrafting of the agreement and transfer of land.

■The Conveyancing Team also works closely with respected real estate practitioners, valuers, planners, architects and engineers who are able to deliver, at similar professional standards.

■ As a support service to the Corporate, Commercial and Banking Unit, the Conveyancing Team assists the structuring of security packages for loan arrangements. This involves the drafting and perfection of securities which includes registration at with the Registrar of Deeds and Collateral Registry.

■The Legal Practitioners in the team are not only Conveyancers but registered and experienced Notaries Public with years of experience in the preparation and execution of Notarial documents.

Land 

■Rendering advice on the negotiation of land and property sales;

■preparing documents for the transfer of legal title of immovableproperty from one party to another;

■rendering advice on property developments, subdivisions, change of use, creation, conversion and protection of property rights

■Legal advice relating to construction.

■Securitisation 

Reviewing/formulation of security packages and documentation to be registered in accordance withthe laws of Zimbabwe. Securities registered include mortgage bonds (Principal, surety, collateral, indemnity), notarial bonds (general or special covering),and hypothecation of mining claims

■Notarial Work 

Expertise in the preparation and execution of allNotarial General Covering Bonds; Notarial Special Covering Bonds, Notarial leases, hypothecation of Mining Rights, notarial deeds of Servitude, Notarial Deeds of Sectional Title, Notarial Deed of Change of Name; notarial deeds of Trust.