Former SPC Coleen Zamba involved in the controversial PSPTF acquisition of Amaryllis Hotel

* As indicated in Malawi Law Society’s comprehensive evaluation of the sale for Parliamentary Public Accounts Committee’s scrutiny

* The Office of the President & Cabinet (OPC) forms the third cohort of PSPTF’s licensed Trustees Board of Trustees

* SPC Zamba is alleged to have stated that as the highest office it had received reports suggesting the PSPTF might be sued for breaching the acquisition agreement

* After the PSPTF Board cancelled the deal following recommendations presented by Continental Asset Managers not to proceed with the proposal

By Duncan Mlanjira

Public Accounts Committee (PAC) of Parliament is investigating circumstances that led to the Public Service Pension Trust Fund (PSPTF) purchasing Amaryliss Hotel and as it is engaging stakeholders involved in the deal to seek clarity on the transaction, Malawi Law Society (MLS), being one of them, has since provided a comprehensive evaluation of the sale for Parliament’s further scrutiny.

In its evaluation, which Maravi Express has in possession, the MLS — that issued a public statement last November demanding that the PSPTF must immediately rescind its decision to purchase the hotel as directed by the Reserve Bank of Malawi (RBM) as the Registrar of Financial Institutions or face criminal-prosecution-if-it-does-not-comply, alerted PAC that the issues it has submitted to the august House “were initially brought to the Society by whistleblowers, who for security reasons, could not come forward publicly”.

The MLS reveals that, according to its anonymous sources, PSPTF’s Principal Officer was being pressurised — referring to a meeting on March 6, 2024, which was attended by former Secretary to the President & Cabinet (SPC) Colleen Zamba; Chief of Staff at State Residences, Prince Kapondamgaga; OPC Director of Legal Affairs Chizaso Nyirongo and PSPTF’s chairperson of Investment Committee, Boyd Hamella.

“According to the source, OPC expressed serious concern that there had been no significant progress on the acquisition of the Amaryllis Hotel,” reports the MLS. “OPC clarified that the interest in this investment arose because the Office had received indications of imminent legal action.

“According to the Director of Legal Services [Chizaso Nyirongo], based on the stage the Amaryllis transaction had reached, it could be implied or construed that the Fund entered into a binding contract to purchase the hotel. As such, if the owner of Amaryllis initiates legal proceedings, the PSPTF was likely to lose the case”.

The MLS continues to reveal that Zamba, acting on behalf of the OPC, “further stated that the highest office had received reports suggesting that the PSPTF might be sued for breaching the acquisition agreement”.

“These threats largely stemmed from the fact that all major processes — including negotiations and the drafting of the sale agreement — had already been completed. The PSPTF explained that the Investment Manager handling the transaction withdrew without providing valid justification, which had made it difficult for the PSPTF to move forward.

“OPC cautioned that exposing the government to avoidable legal battles risked causing unnecessary embarrassment,” says the MLS, which first unpacked events leading up to this stage, which highlighted that it was NICO Asset Managers Limited which first raised red flags against the sale by withdrawing from the transaction in December 2023.

The MLS reports that NICO Asset Managers indicated that the proposal to buy Amaryliss Hotel had not undergone adequate technical scrutiny for an investment of such magnitude, which was necessary to ensure it was in the PSPTF’s best interest.

In its communication to the Clerk of Parliament, the MLS highlights that the factual and legal basis of the concerns and allegations it raised in November regarding the acquisition of the hotel, stemmed from the fact that the PSPTF was set up by the Malawi Government under the Pensions Act for the benefit of its employees.

By a deed of September 13, 2023, the Malawi Government as the employer, set up the Fund to provide retirement and other benefits for its eligible participating employees who are admitted to membership of the Fund in accordance with the Fund Rules set out in the Schedule and for dependants of such members.

“The Fund is allowed by both law and the Trust Deed, to invest such pension funds in various investments. In November 2025, the Society was anonymously informed of a pending transaction for the acquisition of Amaryllis Hotel in Blantyre for the sum between MK115 billion to MK145 billion. This led to the Society releasing a public statement on November 19, 2025.”

MLS thus unpacks the key issues, “as alleged by the whistleblower, which led to the acquisition”, which include NICO Asset Managers Limited being the first to raise red flags against the sale by withdrawing from the transaction in December 2023.

MLS explains that NICO Asset Managers Limited;

* Served as PSPTF’s Fund Manager responsible for identifying, assessing, and recommending potential investment opportunities to PSPTF’s Trustees;

* On May 2, 2023, Cedar Capital, acting as financial advisors to Yusuf Investments Limited (YIL), formally submitted an offer to NICO Asset Managers, as Fund Manager, proposing the sale of 100% of the equity in Amaryllis Hotel to the PSPTF;

* Following this offer, NICO Asset Managers presented the proposed acquisition of Amaryllis Hotel to PSPTF on May 18, 2023. The investment was proposed at an indicative price of MK47 billion. The Board approved the proposal in principle;

* On September 19, 2023, NICO Asset Managers formally communicated its acceptance of the offer to Cedar Capital in writing. The correspondence confirmed the acceptance of a capped price of K47 billion and, concurrently, requested a discount of 10%-12%. The letter further noted that a formal Sale Agreement would be executed between YIL and the PSPTF to finalise the transaction;

* Cedar Capital responded on September 27, 2023, acknowledging prior negotiations between the parties. In its response, Cedar Capital confirmed the acceptance of the K47 billion transaction price but explicitly rejected the request for a discount. The correspondence reiterated the expectation that a Sale and Purchase Agreement would be executed and expressed a desire to proceed towards the completion of the transaction;

* In preparation for the acquisition, PSPTF commissioned professional services to conduct due diligence on the property. This included engaging property valuers to assess Amaryllis Hotel, a separate valuer to perform a business evaluation, and a structural engineer to assess the structural integrity of the building;

* In November 2023, YIL requested a 30% upward revision of the agreed transaction price, citing the devaluation of the Malawi Kwacha as the primary justification. PSPTF rejected this request to increase the purchase price.

This is when NICO Asset Managers communicated to the PSPTF in December 2023 indicating its decision to withdraw from the transaction and proceeded to explain its formal written reasons on January 16, 2024 — stating that its “internal governance review concluded the proposal had not undergone adequate technical scrutiny for an investment of such magnitude, which was necessary to ensure it was in the best interest of the Fund”.

MLS stresses that specifically, NICO Asset Managers “noted that, given the specialised nature of hotel operations, the due diligence should have included an expert in the hospitality sector and the identification of a strategic partner or prospective operator”.

“NICO Asset Managers concluded that the absence of such specialist input exposed the investment to significant operational and financial risks, and therefore, proceeding with the recommendation was not in the best interest of the Fund.”

MLS also highlights that following its withdrawal, NICO Asset Managers reimbursed the PSPTF “for all expenses incurred in relation to the proposed purchase, including the costs of the valuations and other due diligence activities.

Further at its meeting on January 17, 2024, the PSPTF Board “formally resolved to discontinue the purchase transaction” indicating that the decision was made based on NICO Asset Managers’ advice that “the investment was not viable”.

The PSPTF’s Principal Officer wrote the office of the Secretary to the President & Cabinet on January 30, 2025, notifying it as the licensed Trustees forming the third cohort of PSPTF’s Board of Trustees.

On or about February 1, 2024, NICO Asset Managers formally informed YIL of its decision to withdraw its recommendation to the PSPTF regarding the investment in Amaryllis Hotel and that February 12, 2024, Cedar Capital, on behalf of YIL, contacted Continental Asset Managers, which another PSPTF investment manager, requesting that it assume the role of transaction lead from NICO Asset Managers to facilitate the completion of the sale.

Subsequently, reports the MLS, Continental Asset Managers made presentations to the PSPTF’s Board recommending the purchase and that the Board instructed the this next fund manager “to conduct its own independent analysis of the proposal, distinct from NICO Asset Managers’ previous work”.

Following a series of meetings between the PSPTF and Continental Asset Managers, the Board “ultimately decided, at a meeting held on October 10, 2024, not to proceed with the proposal” as presented by Continental Asset Managers — and in the interim period, on March 7, 2024 and again on March 18, 2024, the PSPTF Principal Officer issued letters of commitment to YIL, “stating the Fund’s continued interest in completing the transaction for the purchase of Amaryllis Hotel”.

Following the meeting that Zamba attended where it was alleged that the PSPTF might face a lawsuit, the OPC directed as follows:

(a) That the PSPTF expedite and conclude the Amaryllis transaction by the end of March 2024;

(b) That the PSPTF issue a comfort letter to the seller by March 7, 2024 to address the pressure the seller was receiving from lenders, and to avert legal threats;

(c) That the PSPTF submit a practical and detailed action plan to OPC by March 8, 2024;

(d) Given the matter had reached the highest office, that the PSPTF provide weekly progress updates in which case all communication was to be directed to the Director of Legal Services, Chizaso Nyirongo; and

(e) That the PSPTF engage a new Investment Manager to oversee completion ofthe Amaryllis transaction by March 8, 2024.

Zamba, according to the MLS, wrote to the PSPTF Principal Officer on March 12, 2025, as the third cohort of Trustees to register “her reservations on the constitution process of the cohort”.

The Principal Officer then referred to the Office of the Registrar of Financial Institutions on March 14, 2025 “seeking regulatory guidance on the matter, mainly office of President and Cabinet’s intervention in the matter”.

The Reserve Bank of Malawi (RBM), as the Registrar of Financial Institutions, responded on March On March 28, 2025, and advised accordingly.

On November 9, 2024, “YIL formally wrote to PSPTF demanding the finalisation of the transaction, setting a deadline of December 15, 2024. Subsequently, on 29 May 2025, the then Principal Officer, George Jim, sent a without prejudice letter to YI…proposing a meeting between Fund Management, YIL, Fund Manager, and the lenders to Amaryllis Hotel”.

The meeting, according to the MLS, was convened on June 5, 2025, whose “objective was to review the current status of the transaction, align expectations, address outstanding deliverables, and develop a comprehensive action plan” — and that “the parties agreed on the necessity of obtaining formal confirmation of a fund manager and designing a roadmap to guide the transaction to completion”.

Then in September 2025, a new Board of Trustees was constituted, with Chizaso taking over as Board chairperson while on 25 September 2025, YIL “again wrote to the PSPTF, requesting a formal update on the status of the transaction and seeking clarity regarding the Board’s approvals and timetable for completion”.

“On 29 September 2025, the Principal Officer of the Fund responded with a without prejudice letter, informing YIL that the Fund’s Board had been reconstituted and would convene shortly to consider various matters, presumably including this transaction.”

During an investments committee meeting in Salima on October 2-3, 2025, the chairperson of the Board of Trustees, Chizaso Nyirongo, is reported to have raised an urgent matter, concerning commitment letters issued by Principal Officer George Jim to owners of Amaryllis Hotel, which had “asserted that the commitment letters constituted a binding contract and — through its legal representatives — threatened litigation should the PSPTF fail to finalise the purchase expeditiously”.

“After deliberations, the Committee resolved to refer the matter to the Governance and Legal (G&L) Committee, as the issues presented by YIL required legal interpretation and oversight best suited for that committee.”

The owners of Amaryllis, YIL continued to pressurise the PSPTF with a further letter October 6, 2025, ‘reiterating its demand for finalisation and expressly threatening legal action should the matter not be resolved”.

At the meeting of the Governance & Legal Committee held on October 8, 2025 in Salima, the Legal Services Manager (LSM) is reported to have “presented a comprehensive report on the Amaryllis transaction and provided an internal legal opinion”.

“The LSM advised that YIL did not possess strong legal grounds to succeed in court,” says the MLS, and highlights that after the meeting, the Committee resolved to instruct its Secretariat “to obtain a second legal opinion from an external legal expert”.

The PSPTF Principal Officer “was directed to provide a written explanation regarding the intention and basis for issuing the commitment letters. This explanation was to be submitted to the Board Affairs and Human Resources (BAH) Committee for administrative consideration.

“Pursuant to the Committee’s directive, the Secretariat engaged Likongwe & Company to provide an independent legal assessment of (1) the implications of withdrawing from the transaction; and (2) the Fund’s prospects should YIL initiate legal action.

“In their opinion, Likongwe & Company opined and concluded that the Fund had an 80% probability of success and a 20% risk of loss, with the latter risk arising from the commitment letters issued by the Principal Officer.”

The PAC is further enlightened that chairperson, Chizaso Nyirongo, convened an extraordinary meeting of Trustees for October 24, 2025 at the Lifestyle Boutique Hotel, whose “invitations were issued late on the night of 23 October 2025”.

“The meeting on 24 October 2025 did not proceed substantively due to quorum challenges and was adjourned to 25 October 2025 [and] upon reconvening, the Board deliberated on the conduct of the Principal Officer.

“The Principal Officer was subsequently dismissed from the meeting”, which proceeded to make some resolutions that included the suspension of the Principal Officer “pending a forensic investigation and disciplinary process”.

Boyd Hamela was then appointed as acting principal officer on October 28, 2025 on secondment from the Government, who previously served two terms as a Trustee and was, at that time Deputy Director of Planning in the Ministry of Agriculture.

The Board meeting also signed a resolution authorising the acquisition of Amarylis Hotel and that the extraordinary meeting convened on 27 October 2025 where they were given a signed resolution regarding the Hotel acquisition.

“According to our anonymous source, the Committee members expressed reservations regarding the resolution and recommended revisions,” says the MLS. “Despite these concerns, the Trustees directed the Secretariat to commence acquisition procedures immediately.

“When asked whether the Trustees had reviewed the external legal opinion, they stated that it was irrelevant, as they had already resolved to proceed. This position contradicted earlier assertions that acquisition was only necessary to avert litigation.”

The MLS further reports that on 29th October 2025, Hamela convened a management meeting to receive operational updates where he “requested progress reports on steps taken toward the Amarylis acquisition”.

“At the meeting, the Investment Department expressed concerns over two issues: (1) the absence of the Investment Manager in the process; (2) Discrepancies between the Board resolution and agreements reached at Committee level.

“Mr. Hamela, as Acting Principal Officer, expressed concern that the Secretariat was unwilling to act on Board instructions. He directed the Senior Human Resources Officer to initiate procurement of an independent business valuer, despite the officer’s stated lack of expertise.

“Instructions were subsequently issued for the Procurement Officer to coordinate with the Investment Department. After 29th October 2025, the transaction reportedly accelerated.

“In its report dated October/November 2025, EMJ Advisory Public Accountants produced an ‘Investment Analysis Report’ to the Fund. In paragraph 1.4 of the report, EMJ acknowledged that they were approached by the Fund in November 2025 ‘to carry out an independent review of the transaction and if viable, facilitate acquisition of the hotel by the Fund.’

“The allegations are that this entity produced a viability assessment report within the shortest period possible.”

The MLS thus appraised Parliament’s PAC that its observed serious allegations which it addressed in its November 2025 public statement, that included:

(1) Irregular Reversal of Decision: It was alleged that the Fund’s Board initially demonstrated due diligence by passing a resolution on 17 January 2024, resolving not to proceed with the purchase (then at MK47 billion) based on expert advice from NICO Asset Managers to the effect that the transaction was not viable.

This decision was then overturned after the seller’s finance advisor contacted another of the Fund Managers. This second Fund Manager subsequently made presentations recommending the purchase. Thereafter, the price was inflated to between MK115 billion and MK145 billion;

(2) Lack of Independent Due Diligence and Conflict of Interest: The information further alleged that critical safeguards were ignored, including an absence of independent due diligence by a hotel expert and no identified strategic partner.

Most seriously, it was alleged that EMJ Advisory Public Accountants which produced a second, favourable ‘Viability Business Analysis Report’ may have ownership links to the owners of hotel itself, indicating a potential conflict of interest;

(3) Pressuring a Newly Constituted Board: It was alleged that a new Board of Trustees, reconstituted in September 2025, had not been afforded sufficient time to appraise itself of the deal’s contentious history and was being unduly pressured to approve a transaction that a previous Board had rejected;

(4) Suspicious Timing of Key Personnel Changes: The sequence of recent events had also been called into question. It was alleged that after the Fund’s Principal Officer was suspended on 27th October 2025 pending an investigation, a new Acting Principal Officer was appointed on 28th October 2025, and that a signed resolution authorising the acquisition was produced shortly thereafter.

”We noted that the 22nd Board Meeting (minute 74) resolved that the Fund would not accept seconded personnel from Government, in line with guidance from the Regulator following the 2022 on-site examination, which emphasized the importance of institutional independence.

”Mr. Hamela was present during the adoption of this resolution. His secondment, therefore, contravened both Board policy and regulatory guidance.Beyond issuing the 19 November 2025 public statement, the Society wrote directly to the Attorney General and the Governor of the Reserve Bank of Malawi, requesting their urgent intervention in the proposed transaction;

In these letters, the Society highlighted the following critical allegations:

(a) The absence of independent due diligence by a hotel expert and the failure to secure a strategic partner, including the identification of a prospective operator, thereby exposing the Fund to significant operational and financial risks;

(b) That the organisation which prepared the second Viability Business Analysis Report, the report that endorsed the purchase, shares ownership links with the hotel itself, raising serious questions about the report’s accuracy, independence, and objectivity;

(c) That the cost of the hotel has been significantly inflated and may not reflect its actual market value. Such inflation, if confirmed, would adversely affect the Fund and the investments of its members;

(d) That the transaction was being rushed to a conclusion at an alarming speed.

“According to the Society’s sources, a new board for the Pension Fund, only reconstituted in September 2025, had not been given sufficient time to appreciate the deal’s complex and questionable history, yet was being pressured to finalise it. This was particularly concerning given that the previous board, acting on expert advice, had already rejected this very deal.

“In response to the Society’s press statement, the Acting Director of the Bureau [Gabriel Chembezi] immediately issued a restriction notice against proceeding with the sale of Amaryllis Hotel until investigations into the allegations we had raised were concluded.

“The notice barred the Principal Officer of the Fund from allowing the acquisition or purchase of any hotel using Fund assets without the Acting Director’s prior written consent.

“The Bureau subsequently requested a meeting with the Society’s Chief Executive Officer, scheduled for 11 December 2025, as part of its investigation. However, the Society declined to provide information to the Bureau until significant concerns were addressed.

“This decision was based on information received by the Society indicating that the Acting Director General of the Bureau was representing the seller in the very transaction the Bureau was purportedly investigating. In the Society’s view, this situation presented a serious conflict of interest, as the individual leading the investigative body had a direct personal stake in the matter.”

The MLS maintains that it formally communicated its position and refusal in a letter to the ACB dated 11 December 2025. The letter demanded clarification regarding the Acting Director General’s role in the investigation and his overall personal involvement, emphasizing the fundamental issue of an official with a direct personal interest heading the institution tasked with investigating it.

To date, the Bureau has not responded to the Society’s letter, nor has it provided the requested clarification.

“The office of the Governor of the Reserve Bank of Malawi acknowledged receipt of the letter and expressed his ‘sincere appreciation to the Society for taking keen interest in this national issue’. The office undertook to respond to share the RBM’s position on the matter. However, the then-Governor left office before providing such a response.

“The Attorney General acknowledged the Society’s letter and undertook to investigate the issues raised. In a letter dated 28 December 2025, the Attorney General reported that he undertook the investigation and accordingly advised the Society that his investigation established the following:

(a) There was no evidence that the Board of the Fund passed a resolution in January 2024 not to proceed with the purchase of the Hotel based on a Fund Manager’s advice that the transaction was not viable;

(b) The business assessments carried out by experts indicated that the business was viable;

(c) Independent due diligence was conducted by experts, and the business analysis and recommendations did not present any risk of conflict of interest;

(d) There was no evidence that the new Board was unduly or otherwise pressured to approve the transaction that a previous Board had rejected;

(e) There was no evidence supporting any allegations of suspicious timing of key personnel changes in relation to the Board resolution to proceed with the transaction;

(f) The three business evaluation reports by experts that were engaged in the transaction comprehensively analysed the various risks likely to be involved in the transaction and the management/mitigation thereof;

(g) In relation to allegations of inflated pricing, the transaction could not be faulted based on the risks involved, as the price derived from expert analysis of attendant market variables;

(h) There was no sufficient evidence to suggest corrupt practices or abuse of office by public officers involved in the transactions.

The MLS further highlights that the Attorney General, in his letter to the Society, stated that he had advised the Board ‘…to once again review the attendant risks and satisfy itself of the available mechanisms for the management/mitigation thereof…and to proceed with and conclude the transaction in the best interests of the Fund and its members’. However, the MLS “has not been privy to any communication between the Attorney General and the Board as to know exactly what advice was given”.

The Society maintains that the Attorney General, the acting Director of the ACB, the RBM Governor’s Office of the Registrar of Financial Institutions, the trustees and officers of the Fund “hold public office on trust — they owe a fiduciary duty to act in the interests of the public and the members of the Fund, and their decisions must reflect this obligation”.

“The Society notes with concern that decisions regarding this transaction have been made at a supersonic pace, which raises serious questions about whether the public officers involved have prioritised their fiduciary duties.

“The Society expressed grave concern the letter dated 18 December 2025, in which the acting Director of the ACB cleared the public officers involved in the transaction. This clearance is particularly troubling given that:

(a) The Bureau had previously sought information from the Society as part of its investigation;

(b) The Society had sought clarification regarding the Acting Director’s potential conflict of interest; and

(c) The Bureau proceeded to clear the officers without providing the requested clarification or declaring the Acting Director’s interest in the matter.

“These circumstances cast serious doubt on the credibility of the Bureau’s purported investigation. It is further concerning that an investigation into a transaction of this magnitude was concluded by the ACB in less than one month, while the Attorney General’s review took nearly six weeks.

“Such speed is difficult to reconcile with the complexity of the issues involved. It is further concerning that the sale proceeded despite the Office of the Registrar of Financial Institutions directing to the contrary.

“We further note that the Attorney General’s latter of 28th December had not made any reference to the Registrar’s directive.“

The MLS thus makes the following recommendations, that:

(1) The transaction must be suspended immediately. We join the recommendation by the Registrar of Financial Institutions that this transaction be suspended;

(2) In the spirit of accountability and transparency, we demand that the trustees and officers of the Fund and the Attorney General provide information to the public and Fund members regarding the status of the transaction.

Specifically, they must disclose the final purchase price, any moneys paid, the complete due diligence reports, the identity of any strategic partner or operator, and the specific advice, if any, received from the Reserve Bank;

(3) The Acting Director General of the Bureau must immediately declare his interest in this matter and recuse himself. Furthermore, he must declare what benefit he received from the party he represented in this matter;

(4) The Bureau must facilitate a new, transparent, and truly independent investigation into the entire transaction, from inception to conclusion;

(5) The Board of the Fund must issue a detailed public statement justifying its decision to proceed. It must explain how the reported purchase price was determined, how the identified risks will be managed, and how this investment serves the best interests of the Fund’s members;

(6) Members of the Fund should demand accountability and transparency from the Fund’s trustees and officers regarding this transaction;

(7) Connected to the Society’s broader mandate under section 64(d) of the Legal Education and Legal Practitioners Act(2017), the Society again reiterates the need for Parliament to seriously consider fast-tracking whistleblower protection legislation, whose importance cannot be overemphasised.

The Malawi Law Society avails itself this opportunity to convey to you the assurances of its highest consideration and kindest regards,” concludes MLS chairperson, Davis Mthakati Njobvu.