Malawi Supreme Court of Appeal has dismissed Zimbabwean firm’s Afrasia Kingdom Zimbabwe Limited (AKZL) appeal against its removal as shareholder in FDH Financial Holdings Limited.
In a judgement dated June 11 2026, a nine-member panel of Chief Justice Mzikamanda, Deputy Chief Justice Lovemore Chikopa, Frank Kapanda, Healey Potani, Charles Mankhambira Mkandawire,
Sylvester Kalembera, Dingiswayo Madise, Rowland Mbvundula and Dorothy nyaKaunda Kamanga, upheld a High Court of Malawi decision that ruled that the Registrar of Financial Institutions, namely the Reserve Bank of Malawi (RBM), acted lawfully by directing AKZL to relinquish its shareholding in FDH Financial Holdings due to concerns about the company’s liquidity and capitalisation.
Mzikamanda. | Nation
The Supreme Court said AKZL had failed to prove that the registrar acted in bad faith or abused statutory powers.
Further, the Supreme Court upheld the finding that M Development Limited and Old Mutual Life Assurance Company Limited validly acquired AKZL’s shares through pre-emption rights, an arrangement which gives existing shareholders the first opportunity to purchase shares on offer.
“The purchase price of K638 448 948.11 [representing the shares’ net book value plus 35 percent premium], which was deposited in an interest-bearing escrow account, must be remitted to the liquidator by the second and third Respondents [M Development and Old Mutual].”
The dispute dates back to 2011 when RBM informed AKZL that it was no longer considered a “fit and proper” shareholder in FDH Financial Holdings due to liquidity and capitalisation concerns.
But AKZL challenged the decision in the High Court, contending that the registrar acted in bad faith and in breach of the Financial Services Act and the Banking Act. The company sought damages or reversal of the share transfer.
However, in a judgement delivered on July 15 2014, the High Court dismissed the claim, finding that the transfer was conducted in accordance with valid contractual arrangements and that AKZL had effectively accepted the decision at the time.
Subsequently, AKZL underwent liquidation and the liquidator continued with the proceedings.
FDH Financial Holdings was established in November 2007 as part of the group restructuring to replace First Discount House Limited (FDH) founded in 2000 through a partnership that included Thomson Mpinganjira, the first managing director of the company, Press Corporation Limited, Old Mutual Life Assurance (Malawi) Limited and Kingdom Financial Holdings Limited (KFHL) of Zimbabwe.
