Ngoni Dapira

THE Clique Pharmacy shareholders wrangle, which has seen its former managing director and shareholder, Douglas Chiutsi (38), being arrested four times in the past eight months for various accusations has taken a new twist. Counter allegations are being raised insinuating that hostile takeover tactics are being used to disfigure Chiutsi’s image and put pressure on him.

Investigations by Easterntimeszim have uncovered that there is more than meets the eye in the litany of allegations of fraud being leveled against Chiutsi, which make the ongoing police investigations and court proceedings appear as a smoke screen. This saga may turn out to be a well-orchestrated conspiracy of hostile takeover as narratives over the case unfold.

Clique Pharmacy was formed in 2017 by three shareholders, Chiutsi (33%), Paula Dube (33 percent) and Simbarashe Mushambi  Dube (34%). The other two shareholders, the Dube’s, are a couple. The now non-operational Clique Pharmacy which is registered as Healthwell Pharmacy within a short space of time grew to become a big brand in Mutare. From its formative years in 2017 up to 2023 it recorded increasing annual gross profits each year. The pharmacy at its peak in 2023  reportedly reached annual sales of over US$2 million, which was yardstick of a very viable business entity.

In the initial shareholding agreement Chiutsi revealed that he was made the managing director and successfully steered the pharmacy into a profit making entity, running the business alone for four years until 2021.

The other two shareholders, the Dube couple, were non-executive directors for that entire duration. However, Easterntimeszim is informed that from 2021, the other two shareholders decided to take up executive roles at Clique Pharmacy. Simbarashe Dube became the head of accounts, given his chartered accounting background, whilst his wife Paula, a pharmacist, became the head of procurement and human resources management.

Things were going smoothly until January 2024 reveals Chiutsi. He said in January 2024 the Dube’s decided to merge their shares and immediately made a new shareholding agreement, which according to him leaned more in their favour as the major shareholders.

According to Chiutsi that is when the takeover quickly turned hostile, as both sides are trading lawsuits and accusations. However, Chiutsi has been on the receiving end more as he has been arrested four times and spent more time in custody in the past eight months for various allegations which are yet to be tried in court.

“Our first shareholding agreement in 2017 was a basic three paged document, but the new shareholding agreement was a 32 paged document, which has very doggy and hidden clauses that I was not comfortable signing to,” he said in an interview with this publication, giving his narrative to the press for the first time ever since the matter went public last year in June.

Alleviate Pharmacy

A shareholder agreement (SHA) outlines the rights and responsibilities of shareholders in a company, of which in this case Chiutsi says he found the new agreement to be hostile and calculative, so he refused to sign it. He added that from March 2024 after refusing to sign the new SHA and failing to agree on amenable terms of working together, on May 7, 2024 he decided to resign and started working on opening his own pharmacy, Alleviate Pharmacy. The pharmacy was licensed in July, but started operating in August.

“On the 17th of May I wrote them (the Dube’s) a letter proposing to sell my shares so that I completely leave Clique Pharmacy, but they did not respond and what has been happening thereafter I don’t know as I was no longer a part of the day to day administration of Clique Pharmacy and would only hear about things through third parties or rumours. I however remain a shareholder and have the right to monthly reports because when we started, we each put US$30 000 as shareholders to get the business started,” said Chiutsi.

Shortly after his resignation as the managing director on May 7, Chiutsi said he was shocked to find out that without his consent, they had removed him as a director of the company on the 27^th of May, which was evidenced by a new CR14, which this publication is in possession of.

“I was no longer a signatory at all in our banks, NMB, Stanbic and ZB Bank, after they used a fraudulent CR14 and I no longer received monthly sales reports, despite the fact that I was still a shareholder because they never responded to my letter when I proposed to sell my shares. Our initial shareholding agreement specified that one cannot be removed as a director when still a shareholder,” he said.

Chiutsi however said the biggest shock which traumatized him was when he was arrested for fraud on June 25 last year and spent over two weeks at Mutare Remand Prison, until he was released on bail. He was accused of defrauding the pharmacy US$258 708 between January 4, 2021 and May 8, 2024.

“Through third parties I was later informed that on July 23, 2024 I had been reinstated as a director of the company on the CR14, but my shares had been reduced from 33% to 22% with no explanation. Up to now there is no explanation,” retorted Chiutsi.

On August 8, 2024 the Medicines Control Association of Zimbabwe (MCAZ) closed Clique Pharmacy due to lack of compliance issues, but Chiutsi says since he was no longer part of the management since May, he was in total black out on how things ‘fell apart drastically’ in a short space of time for a pharmacy that was making a lot of money in gross profits annually during his tenure as the managing director.

Clique Care Pharmacy

On October 1,2024, at the defunct Clique Pharmacy buildings, Timarn Investments (Pvt) Ltd trading as Clique Care Pharmacy was opened with directors Trust Tanyanyiwa (pharmacist with 67 shares), Batsirai Guruwo (pharmacist with 66 shares) and Lawrence Gudo (non-pharmacist with 67 shares). Chiutsi said as a shareholder he was never told anything about the new deal, given that they still had a lease agreement of the property that was supposed to be renewed after three years in 2027.

“What is surprising is that despite not being directors in the new pharmacy, the Dube’s are still working at the new pharmacy. What however also boggles me is that on 15 October when I also opened my fraud case (RR 6103784) against the other two shareholders accusing them of secretly selling off Clique Pharmacy trust property, stock and shares, there is slow progression on my case, but on the contrary I am regularly being arrested, four times now on fraud allegations and other issues. I just do not understand what is going on,” said an emotional Chiutsi.

Chiutsi said the first arrest in June was the only one he spent time in remand, but the other three arrests have been more of detention as he is brought in for questioning for a whole day and later released. He said his second arrest was in August where he was accused of entering remand prison with a phone and laptop, whilst the third arrest in December he was accused of stealing patients from Clique Pharmacy by directing them to his new pharmacy.  The fourth arrest is the most recent this month, where he is being accused of submitting a fraudulent business evaluation to the High Court to garner more money for the market value of his shares. All the cases are still to be tried whilst some of the accusations were dismissed due to lack of merit.

However, last Saturday officers from the commercial crimes division visited Clique Care Pharmacy and took all the company’s computer to investigate how they took over the new business.

Contacted for comment the directors of Clique Care Pharmacy, Tanyanyiwa and Gorowo confirmed that their pharmacy was a new project, but refused to comment on how they acquired the new entity from Clique Pharmacy.

“I am not at liberty to discuss this so I will not comment on the issue. Better you ask Mr Dube,” said Gorowo in a telephone interview.

Tanyanyiwa also said the same in a separate telephone interview,” We are a new project and unfortunately I cannot say much about Clique Pharmacy. I cannot tell you how we got this place. That information you can get from Mr Dube,” he said.

Efforts to get in touch with Dube were fruitless. The two cellphone numbers this reporter was given kept ringing with no response.

In Zimbabwe, a hostile takeover of a business is not prohibited by law, but it is not common practice.. Hostile takeover usually occurs when a company — or a person — attempts to take over a company against the wishes of the target company’s shareholders. Hostile bidders typically have at least one unfair advantage — timing and tend to approach their prey opportunistically, when a target’s share price is depressed, or the shareholder will be facing a crisis.