Trapped by a promise: How pension fund delays pushed Amaryllis seller to the brink

For 26 months, a Malawian family business sat on a legally binding sale agreement while the Public Service Pension Trust Fund (PSPTF) changed managers, missed its own deadlines, and left the seller waiting.

When the deal finally closed in November 2025 at K128.75 billion, the narrative that emerged was one of a hurried transaction and a seller who got an unfair price.

But confidential documents submitted to the Public Accounts Committee (PAC) of Parliament tell a different story—one of a private counterparty trapped by a public buyer’s repeated promises and prolonged inaction.

Contrary to claims that the transaction was rushed, the documentary record shows that a binding contract between YIL and PSPTF came into being on 27 September 2023.

On that day, YIL accepted an offer from Nico Asset Managers Limited, acting on behalf of PSPTF, to acquire 100 percent equity in Amaryllis Hotel for K47 billion.

That K47 billion price, however, was based on pre-devaluation economics. By the time PSPTF was ready to sign, the Kwacha had lost more than 40 percent of its value against the dollar and construction costs had soared.

A legal opinion from Mauritius-based Brink Consulting, dated 25 July 2024 and included in the submission, states unequivocally: “A legally binding and enforceable contract has come into being between YIL and PSPTF in relation to the transaction, irrespective of whether the purchase price has been finally determined or whether the Sale and Share Subscription Agreement has been entered into or not.”

Mr Shiraz MF Yusuf, chairman of YIL, told PAC in his submission that the transaction “did not arise as a new or discretionary investment initiative. Rather, it represents the implementation of a pre-existing and legally binding commercial arrangement.”

If the contract was binding in September 2023, why did it take until November 2025 to complete?

The answer, according to the documents, lies inside PSPTF.

On 7 March 2024, PSPTF Principal Officer Mr George Jim wrote to Amaryllis Hotel: “The Fund is still interested in completing the transaction… the Fund is looking forward to finalising this transaction in the shortest possible time.”

Eleven days later, on 18 March 2024, Mr Jim wrote again: “A new Fund Manager is willing to review and complete the transaction. The Fund Manager is envisaging to review and close this within a month at the least.”

That month passed. Then another. Then eight more.

YIL wrote on 20 May 2024 requesting an update. No response came. A second letter on 2 July 2024. Still nothing.

On 19 July 2024, Continental Asset Managers Limited, the new fund manager, advised YIL that PSPTF had requested “further work” on the transaction before a final decision—despite a binding contract already existing.

The submission quotes the legal opinion’s assessment of this move: “The attempt on the part of PSPTF to impose a material variation of the legally enforceable and binding contract… amounts to an unauthorised unilateral variation of the contract and is unenforceable in law.”

In a letter dated 30 October 2025, PSPTF Chairman Mr Chizaso Eric Nyirongo confirmed in writing that “a binding offer and acceptance have taken place” between the Fund and YIL.

He further committed that if the parties could not agree on the final purchase price by 18 November 2025, the matter would go to arbitration whose decision would be “final and binding, with no right of appeal or review.”

That letter, included in the submission, undermines any suggestion that PSPTF did not consider itself legally bound to complete the transaction.

While PSPTF delayed, the hotel’s lenders grew impatient.

A letter from Norsad Capital dated 23 October 2025, addressed to Mr Yusuf and included in the submission, reveals the escalating pressure.

“Lenders began the process of scouting a Hotel Management Company early this year,” wrote Mr John Rossouw, Portfolio Director. “This delay and lack of progress is of grave concern as the debt is not being serviced. We are under severe pressure from our shareholders, regulators and boards to recover the debt.”

The lenders warned that if YIL did not respond by 2 November 2025, they would proceed with appointing their own hotel management company—a move that would have significantly reduced the owner’s control over daily operations.

Mr Yusuf told PAC that “further delay carried a real risk of value erosion and timely execution was commercially rational.”

Because a binding contract already existed, the parties should not have needed to renegotiate price. But PSPTF’s delays had changed the economic landscape.

What followed was not a rushed deal but a hard-fought negotiation.

Minutes of the meeting held on 17 November 2025, included in the annexures, show the back-and-forth:

The seller opened at K185 billion. PSPTF countered at K110 billion. The seller came down to K160 billion, then K150 billion, then K140 billion, then K132 billion. PSPTF moved up to K118.5 billion, then K123 billion.

Finally, the parties agreed to “meet midway”—a formula that produced K128.75 billion.

The seller had offered a total discount of K53 billion from the original asking price.

Throughout the submission, Mr Yusuf is careful to delineate where his responsibility ends.

“I was not involved in the internal governance, decision-making processes, or regulatory engagements of PSPTF,” he writes. “My role was limited to presenting the asset as an investment opportunity, engaging in commercial negotiations and entering into a formal agreement on mutually agreed willing buyer willing seller terms.”

He reminds PAC that his family has been in Malawi since 1885, when his great-great-grandfather became the first Indian from India to establish a business in Nyasaland.

“I was born in Malawi in 1964, as were my parents, and this is the country my children and grandchildren call home,” he writes.

PAC must now answer a simpler question: If the seller had a binding contract, why did the buyer take 26 months to honour it?

Mr Yusuf’s submission offers one answer: “The matters that have arisen in relation to the transaction are attributable primarily to institutional and process dynamics within PSPTF.”

For the Yusuf family, the deal is done. But for Malawi’s pensioners—and for any private investor watching how Parliament treats those who do business with the state—the questions raised by these documents have only just begun.