Board of Directors
CFX Bank
P.O.Box HG 472,
Highlands,
Harare , Zimbabwe.
15 September 2009
Gentlemen,
RE ; 309 MILLION CENTURY HOLDINGS SHARES FRAUDULENTLY CONVERTED INTO CFX BANK SHARES
Gentlemen this letter is a reminder of your Fiduciary responsibilities as Directors of public Company. As you are aware CFX Bank is a product of fraudulent merger of Century Bank (owned by my company ENG Capital) and a much smaller CFX Bank which somehow got naming rights on the resultant Bank.
My claim is valid and legitimate and as a result will be pursued through all available options till a logical conclusion. At this stage it is important that as Board you make a choice on whether you are prepared for a pro-longed dispute. At this stage you have a duty to inform the investing public about the nature of this claim as it has a material impact on the Banks asset base and trading capacity. Failure to do so amounts to gross negligence on your part.
As the majority shareholder I intend to exercise my fiduciary duty on behalf of my self as shareholder, founder and contributory of ENG capital to fully document and seek redress for the fraudulent transfer of shares which were used to merge Century Bank and CFX Bank. CFX Bank was created as a result of a merger between CFX Bank and Century Bank. Century Bank was fraudulently merged with CFX Bank through the illegal and irregular transfer of 309,000,000 Century Holdings shares owned by ENG Capital and Companies owned or controlled by ENG Capital. Since this was a fraudulent and illegal transfer of ENG shares the plotters of the scheme renamed the resultant bank CFX Bank dropping the name "Century" in an effort to hide their tracks and attempt to remove any link with Century. ENG Capital owned a total of 900 Million shares in Century and the balance was transferred clandestinely to avoid detection of the fraud that was being perpetrated.
I may seek relief through the courts as a last resort. At this time it is important to note we have observed several instances whereby the court's orders are ignored and dis-regarded and as such we will be seeking redress in jurisdictions beyond Zimbabwe. In addition we will be seeking redress jointly and severally from certain individuals and entities that are directly benefiting and seeking to aid and abet asset grab and asset looting that is now common in corporate Zimbabwe.
The shares in question have changed the ownership at the start of my claim “with a view to evading the consequences of the litigation”.
Various transactions and Company re-organization schemes with the ultimate aim of sanitizing asset looting and illegal expropriation of our Assets. The current proposed recapitalization exercise must be viewed in the same light as it now seeks to sell our illegally transferred shares into hands of another foreign Bank which will further hide the tracks of the illegal transaction. This must be documented and stopped.
The Senior Management and Directors of CFX are co-conspirators in an elaborate scheme to defraud ENG Capital and its shareholders and contributories. They have falsely and fraudulently with others known and unknown, unlawfully, willfully, and knowingly did combine, conspire, confederate, and agree together and with each other to commit offenses against ENG Capital to commit fraud in connection with the purchase, sale and transfer of the 309,000,000 Century Holdings Ordinary shares.
Furthermore the directors of Century/ CFX provided false and misleading information to CFX’s regulators, Zimbabwe investing public ,auditors and concealed from them their falsification of Century/ CFXs books and records, and manipulation of data recorded in CFXs general ledger and subsidiary ledgers. Making and causing CFX to make untrue statements of material facts and omitting to state material facts necessary in order to make the statements made. This was all done in an effort to hide the tracks of ENG Capital's controlling stake shares in Century/CFX Bank.
As a detailed background in April 2003 ENG Capital Investments acquired Century Discount Holdings from Century Financial Holdings ( A ZSE listed Financial Holdings Firm).The purchase price was Z$1.5 billion then equivalent to US$ 3 million. The purchase price was paid in full. ENG then applied to the Registrar of Banks and Financial Institutions for the change of controlling shareholder approval which approvals were denied.
After several attempts to get the underlying reasons for the denial I was informed that ” the Authorities” were not comfortable with ENG political inclination which they said remained “unclear” in addition issue of the ENG Directors age was raised. We then tried to find out if Century Financial Holdings was in a position to refund ENG for the purchase price and to reverse the Century Discount House purchase. Century Holdings was not in a position to refund ENG.
The only recourse was that ENG had to acquire Century Financial Holdings to mitigate any potential loss of outlay on the Century Discount house acquisition. As such ENG and its associated Companies acquired a total of 52% of Century Financial Holdings making Century and ENG subsidiary.
After my arrest on fabricated charges ENG was placed into Provisional Liquidation as a way to secure the creditors. The creditors agreed to take shares held by ENG IN lieu of payment. As such the contributories, directors and lawyers and creditors agreed the shares should not be sold whilst a fair valuation was being negotiated. However we were shocked to read in the papers that a parcel of 309,000,000 Century shares belonging to ENG had been sold through a pre-fixed special bargain transaction on or about 12 May 2004. The beneficiary to this transaction has remained a mystery even though we have reliable information as to the ultimate beneficiaries.
Within a week of this sell of shares it was announced that Century Bank will now be merged with CFX Bank and the new Bank will be called CFX Bank. It is clear the merger was a laundering transaction meant to hide and sanitize the illegal and irregular transfer of the shares owned by ENG.The name Century was immediately removed and the new entity rebranded CFX Bank despite the fact that Century Bank provided a majority of the assets and infrastructure of the new Bank.
The so-called merger was only arranged to hide the true nature of the illegality of the transfer of ENG shares in Century. It is clear that without the illegal and irregular share transfer the merger would not have happened and would not have made any sense ,it was therefore just done to cover the tracks of the asset grab that had taken place
Through our Lawyers Ziweni and Company we sought the identity of the buyer and also to clarify that the share sell was null and void as it had all whole marks of corruption, insider dealing and was being challenged by the beneficial owners of the shares. In addition the shares had been sold through a special bargain and not an open market transparent transaction. The shares were sold for an unrealistic amount of Z$ 3 billion when ENG Capital had acquired the same shares for at least Z$35 billion. This resulted in the prejudice of Z$ 32 billion to ENG Capital Creditors and Contributories/Shareholders. As such ENG Capital contributories were not fairly and justly paid for the value of the shares held by ENG Capital. Its this discrepancy that I want resolved and close the matter so that the Institution and My self can each focus on our future without any litigation or dispute lingering on.
We also asked the Zimbabwe Stock Exchange to investigate and stop the share transfer. However due to the general prevailing atmosphere and fear to challenge “authorities ” no one was willing to assist us to stop or challenge this illegal and irregular transfer of the shares to an ” unidentified” buyer believed to be a group of senior political figures. In this instance the Zimbabwe Stock Exchange did not act properly and prudently in defending and safeguarding shareholder interests. Given that we had raised a legitimate concern the share transfer should not have been permitted.
The redress I seek will not in anyway affect the Bank employees and staff. The claim arises out of acts carried out about 5 years ago and subsequent other schemes and transactions meant to sanitize an illegal act. Clearly I have waited for 5 years hoping the plotters, CFX Management, Shareholders will seek to do the right thing and at least acknowledge this act and make amends as a way forward and ensure that the Bank can settle any such claims. I hope your judgement will not be clouded by the illusion that this claim will some how disappear or you can avoid being held accountable by the current unstable and unpredictable environment in Zimbabwe.
For the sake of transparency I am copying this letter to the following ;
Minister of Finance Zimbabwe - Hon Tendai Biti
Reserve Bank of Zimbabwe Governor – Dr Gono
Minister of Justice - Hon Patrick Chinamasa
Zimbabwe Stock Exchange CEO – Mr Emmanuel Munyukwi
Yours Faithfully,
Gilbert Muponda
Toronto ,Canada
1-416-841-5542
Email – gilbert@gilbertmuponda.com
Skype ID – gilbert.muponda
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