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Judgment No. SC 34/18|2
Civil Appeal No. SC 165/16
The first respondent (Grandwell Holdings (Private) Limited) a private foreign
company entered into a commercial arrangement with the Government of Zimbabwe for the
purpose of mining diamonds in the Chiadzwa area in Manicaland Province. In 2009 the third
appellant (Marange Resources ((Private) Limited) a wholly owned subsidiary of the second
respondent (Zimbabwe Mining Development Corporation) and Grandwell Holdings (Private)
Limited signed an agreement. The agreement resulted in the incorporation of the second
respondent, Mbada Diamonds (Private) Limited, a private company, owned 50 percent by
first respondent, and 50 percent by third appellant. Mbada Diamonds was to mine diamonds
at Chiadzwa on special grants granted to Marange Resources (Private) Limited.
Marange Resources (Private) Limited and Zimbabwe Mining Development
Corporation are companies controlled by the Government of Zimbabwe. This extended
Government’s influence to the operations of Mbada Diamonds through Marange Resources
(Private) Limited which has a 50 percent shareholding in Mbada Diamonds.
In 2015 the Government of Zimbabwe through the first appellant crafted a policy
to merge all diamond mining companies at Chiadzwa into one single entity, the fourth
appellant (Zimbabwe Consolidated Diamond Company). The parties engaged with a view of
agreeing over this initiative. Meetings were convened from about March 2015. Grandwell
was hesitant, but said it was not opposed in principle. It required a blueprint on the merger to
enable it to decide whether or not Mbada Diamonds should join the merger. Communication