Imara Fiduciary Zimbabwe

Overview

Imara Fiduciary is a specialist service provider registered as a Bond Holding company in terms of the Zimbabwe Deeds Registries Act [Chapter 20:05].

We provide a unique range of products and specialist services in Zimbabwe with specific focus on two distinct areas of business: Independent Security Agent/ Investment Trustee and Corporate Agency Services.

This independent and non-aligned agency firm is building a strong franchise in Zimbabwe debt Markets. We have the requisite:

  • Experience, skill, and high level of independence;
  • Legal knowledge and document review skills;
  • A wide market reach;
  • Understanding of investments and settlement processes;
  • Accounting skills and systems knowledge; and
  • Communication and organizational skills.
  • Which are critical to developing and managing a security collateral structure and related agency support necessary to support debt capital issues.

    • Approach

      Protection of client assets is a core activity across the Imara Group. As a trustee within capital markets, we have experience in working with counterparties across multiple sectors.

      We are professional in representing Investors in accordance with transaction hierarchies and ensuring that each Investors’ interests are appropriately represented and protected in terms of the transaction documents.

      Imara Fiduciary’s participation in a transaction as an independent, non-discretionary security trustee will mitigate payment and performance risk particularly in respect of large syndicated funding arrangements.

    • Services

      Security Trustee

      The Trustee is an independent and impartial third party who can play a critical role in acting as a bridge between the borrower and the holders of its debt securities during the life of a loan or debt issue. services include:
      Advising on appropriate security, registration procedure and cost (Including stamp duty implications and regulatory compliance) Executing documents required to release or register security. Holding security on behalf of corporate lenders and banks.
      Tangible security is ordinarily registered as Participation Security in terms of Section 48 of the Deeds Registry Act. We maintain Participation Bond Registers recording each lenders respective participation and subsequent transfers to new participants.
      Ordinarily multi-party or syndicated investments are regulated in terms of an Inter-Creditor or Security Sharing Agreement which forms part of the transaction documents. This agreement also appoints Imara Fiduciary as an independent non-discretionary agent to ensure that collateral is collectible, ranks pari passu in the case of a default, and sets out the rights of the investor and Borrower with regard to the collateral and action in an event of default.
      Responding to instructions of the lenders and obtaining consent of the lenders as required in terms of the transaction documents.
      Calling up and enforcing security on directions from the lenders. We keep security documents and documents of title in safe custody in terms of audited procedures. We enforce the security at the behest of the Debt Holder/Bond Holders in the event of default. Being locally domiciled the issue of repatriation of funds to foreign investors is less bureaucratic.

      Paying Agent Services

      We can assume the role of Paying Agent, often in conjunction with Security Agency, controlling payment of principal and interest to lenders or bondholders and maintaining bank accounts for the receipt and payment of funds.

      Facility Agent Services

      In addition to paying agent duties and often in conjunction with Security Agent services, we perform certain administrative duties relating primarily to record keeping/tracking of loan proceeds and collecting of compliance documentation. We also monitor report on and track certain covenant requirements under the financing arrangement and follow document requirements, receive items from issuers/obligors, and send courtesy reminders to issuers/obligors.
      We manage a tickler system to track what continuing documentation, reports and certificates need to be provided (these are built in protections for lenders, agreed upon prior to bond issuance) for example Insurance certificates, Statements of Compliance, Budgets and Projections, Management Accounts, Change in authorised signatories, Annual disclosure reports etc.

      Escrow Account/Sinking Fund Services

      These are typically employed in “bullet” structures or as Bond Sinking Funds, during which principal payments build up in a Debt Service Payment Account to fund the bullet payment to Investors. Usually implemented as a Security account held in the name of the Borrower with a co-mandated signing arrangement between the authorised representatives of the Security Trustee Agent on the one hand and the authorised representative of the Borrower on the other.
      The Debt Service Payment Account is subject to instructions, accepted and confirmed by the Bank, that no transaction or business of whatsoever nature will be conducted in respect of Debt Service Payment Account without at least one Panel A and one Panel B signatory. An event of default as stipulated in the Facility/Bond agreement will trigger a cession and pledge over cash held in the account to exercised by the security agent on behalf of the Investors.

      Corporate Agency

      We provide corporate services (i.e. company administration) to Special Purpose Vehicles (SPVs) set up for specific corporate and investment purposes. These include structured finance transactions (securitisations), mergers and acquisitions, infrastructure projects, housing, sale and leaseback or any other circumstance where a third party wishes to set up a company for a specific purpose. The services that we offer include the following:
      Independent Directors
      Company Secretary
      Registered Office and Service Agents for service of process
      Share and Voting Trusts
      Filing of Statutory Documents
      Ensuring Legal and Regulatory Compliance
      Control of Bank Accounts
      Receipt of Notice Agent
      Provision of Independent Data Room Services
      Whistle Blowing
    • Our People

      Mark Tunmer

      Mark Tunmer Chairman BA LLB LDM Mark has in excess of 29 years of advisory experience and has been personally involved in raising capital in Sub-Saharan capital markets through numerous listings, privatisations and issues on regional stock exchanges. In addition, Mark has advised the Reserve Bank of Malawi on the establishment of the Malawi Stock Exchange, the Botswana Government on the establishment of the Botswana Stock Exchange and the formulation of the Stock Exchange Act, Rules and Regulations, and the Swaziland Government on the establishment of the Swaziland Stock Exchange. Mark Tunmer has actively and continues to actively serve on various regional capital markets regulatory and related bodies.

      Pat Devenish

      Non-Executive Director Pat has spent his entire career in agriculture. He spent his first 24 working years in the tobacco industry where he ended up as Managing Director of Tobacco Sales Floor Limited in Harare Zimbabwe. TSF was widely considered to be the world’s most efficient tobacco auction floor and handled daily throughputs in excess of 2 million kilograms. In 2002 Pat joined Seed Co Ltd, a hybrid maize seed company in Zimbabwe. He contributed to the growth into Africa of Seed Co as a business and saw profits and quality of earnings rise substantially. In 2010 he was asked to take over leadership of AICO Africa Ltd, the holding company of Seed Co, Cottco – a cotton ginning and exporting company and Olivine a FMCG business focused on edible oils, soaps and canned goods. In 2014 Pat drove the unbundling of AICO and the three subsidiaries are now stand-alone entities. Pats key interest is small-scale agriculture in Africa and he is now an independent consultant focused on this field. He has private interests in property and solar energy.

      Thandeka Msipa

      Manager LLB Honours Thandeka is a law graduate from the University of Exeter in the United Kingdom, with extensive knowledge of corporate legal procedure, as well as post-graduate training as a Finance Solicitor in London. Thandeka also has a strong understanding of international financial regulatory provisions and particular competences in drafting of various international commercial legal documentation.

      Rufaro Maunze

      Non-Executive Director Rufaro is a Finance and Development professional with over 16 years of experience gained in Southern Africa, Australia and the United States. Her key areas of expertise include Development Finance, Corporate Strategy, Retail & Business Banking, Private Sector Development, Business Development, Financial Management & Reporting, General Management, Program Management, Process Improvement, Corporate Governance and Risk Management. Rufaro holds a Masters in Development Finance from Stellenbosch Business School and is also a qualified Chartered Accountant. Rufaro has also performed a number of leadership roles for organisations that include Westpac Banking Corporation (one of Australia’s largest financial services institutions), Deloitte & Touche and World Vision Southern Africa Regional Office and TechnoServe.

    • Contact Us

      Thandeka Msipa Manager: Imara Fiduciary (Private) Limited   Physical Address Block 2 Tendeseka Office Park, Samora Machel Avenue, Harare, Zimbabwe Telephone +263 4 790 280 Fax +263 4 701319 Email thandeka.msipa@imara.com