1. INTRODUCTION
1.1 This Supplementary Pre-Listing Statement (“Supplementary PLS”) is issued by Distributed Power Africa Limited t/a Econet InfraCo (“the Company”) and should be read together with:
1.1.1 the Pre-Listing Statement dated 04 February 2026 (“Original Pre-Listing Statement”); and
1.1.2 the Circular issued to shareholders of Econet Wireless Zimbabwe Limited (“Econet”) dated 04 February 2026.
1.2 Unless otherwise stated herein, the information set out in the Original Pre-Listing Statement remains unchanged.
2. PURPOSE OF THIS SUPPLEMENTARY PRE-LISTING STATEMENT
2.1 The purpose of this Supplementary PLS is to:
2.1.1 provide updated information following the publication of the Original Pre-Listing Statement;
2.1.2 disclose new developments relevant to investors; and
2.1.3 ensure compliance with the Victoria Falls Stock Exchange (“VFEX”) Listings Requirements.
3. BACKGROUND TO THE TRANSACTION
3.1 Prior to the restructuring, Econet held a substantial portfolio of strategically located land, buildings, and site assets that supported its nationwide telecommunications network. These assets formed the backbone of its passive telecommunications infrastructure and power systems.
3.2 Over time, this portfolio evolved into a specialised real estate and infrastructure platform comprising land, tower sites, operational buildings, and energy systems distributed across Zimbabwe.
3.3 As part of the restructuring process, these assets-together with the related operations-were transferred to Distributed Power Africa Limited, trading as Econet InfraCo. This transfer established the Company as a standalone, infrastructure backed real estate platform capable of supporting multiple tenants under commercial arrangements.
3.4 The Company now operates as a focused owner and manager of real estate, passive telecommunications infrastructure, and energy assets, generating long term, contracted, and predictable income streams.
3.5 As set out in the Original Pre-Listing Statement, the Company is proceeding with a listing by way of introduction on the Victoria Falls Stock Exchange following the restructuring.
3.6 The Company confirms that unconditional approval for its listing has been secured, and that trading in its shares is expected to commence on 31 March 2026.
4. UPDATED TIMETABLE AND KEY EVENTS
4.1 There have been no changes to the timetable of events previously disclosed.
4.2 Should the need arise, any amendments to key dates will be communicated through a further VFEX announcement.
5. MATERIAL CHANGES SINCE THE ORIGINAL PRE-LISTING STATEMENT
5.1 Name and Registration Details of the Company
5.1.1 The Company has completed its conversion from a private limited company to a public company. A new Certificate of Incorporation was issued on 24 March 2026 under registration number 74120A02122025.
5.1.2 The Company is currently undertaking a name change from Distributed Power Africa Limited to Econet InfraCo Limited. The Company expects this process to be completed prior to the commencement of trading on the VFEX.
5.2 Corporate Structure
5.2.1 There have been no material changes to the corporate structure of the Company since the publication of the Original PreListing Statement.
5.2.2 However, a key leadership change has occurred:
Appointment of Mr Fayaz King as Chief Executive Officer of the Company, effective 01 March 2026. Mr King is a seasoned business leader with over 30 years of experience in telecommunications, information technology, and the digital economy. He has held senior leadership positions across multiple markets and has an established track record in operational excellence, strategic transformation, and the delivery of large scale infrastructure and technology programmes.
He previously served as Assistant Secretary General and Deputy Executive Director, Field Results and Innovation at UNICEF, where he led global digital transformation initiatives and oversaw complex international operations. He also served as Chief Operating Officer of Econet Wireless Zimbabwe (2015–2019).
Mr King brings extensive global expertise in innovation, infrastructure, and technology enabled growth, which is expected to support the Company’s strategic objectives as a listed infrastructure platform.
5.3 Shareholding
5.3.1 Since the publication of the Original Pre-Listing Statement, two corporate actions have taken place:
- Conclusion of the Exit Offer
Following the completion of the Exit Offer, Econet holds 2,848,982,817 shares, representing 95.215% of Econet InfraCo’s issued share capital. The remaining 143,180,386 shares (4.785%) are held by shareholders who elected to accept the Exit Offer. - Dividend in Specie
A dividend in specie of 754,468,575 Econet InfraCo shares will be distributed to all Econet shareholders registered as at the close of business on Friday, 27 March 2026.
5.3.2 Upon completion of the Dividend in Specie, the Company’s ownership structure will be as follows:
- 70.000% – Econet;
- 4.785% – Shareholders who elected to exit; and
- 25.215% – Econet shareholders registered as at 27 March 2026.
5.4 Share Capital
5.4.1 The Company’s authorised share capital has been updated as follows:
- Updated authorised share capital: 5,000,000,000 ordinary shares (previously 3,000,000,000 ordinary shares)
- Issued share capital: 2,992,163,203 ordinary shares (unchanged)
5.4.2 This change aligns the Company’s capital structure with its long term strategic plans.
5.5 Business Operations
5.5.1 There have been no material changes in the Company’s business operations or strategic focus areas, which remain:
- real estate and infrastructure asset ownership;
- passive telecommunications infrastructure;
- power and energy solutions, including renewable energy infrastructure.
5.6 Financial Position
There have been no material adverse changes in the financial or trading position of the Company since the publication of the Original Pre-Listing Statement.
5.7 Litigation Statement
The Company has not been involved in any material legal or arbitration proceedings, nor are any such proceedings pending or threatened that may have a material impact on the Company.
5.8 Working Capital Statement
The Directors confirm that the Company has sufficient working capital for at least the next 12 months following the date of issue of this Supplementary Pre-Listing Statement.
5.9 Material Contracts
No new material contracts have been entered into by the Company, other than those already disclosed in the Original PreListing Statement.
6. CONFIRMATION STATEMENT
The Directors confirm that no significant new factors, material mistakes, or inaccuracies have arisen or been discovered other than those disclosed in this Supplementary PLS.
7. RESPONSIBILITY STATEMENT
7.1 The Directors, whose names appear in the Original Pre-Listing Statement, collectively and individually accept full responsibility for the accuracy of the information contained in this Supplementary PLS.
7.2 To the best of their knowledge and belief:
- the information contained herein is true and correct; and
- no facts have been omitted that would make any statement false or misleading.
8. CONSENTS
All advisors named in the Original Pre-Listing Statement have provided, and have not withdrawn, their written consent to be named in this Supplementary Pre-Listing Statement.
9. GENERAL
This Supplementary Pre-Listing Statement does not constitute an offer to subscribe for or purchase any securities.
10. AVAILABILITY
Copies of this Supplementary Pre-Listing Statement are available at the Company’s registered office and on the Company’s website: www.econetinfraco.co.zw
