Nigeria-based IHS settles with second-largest shareholder Wendel
16/01/2024 09:45
JOHANNESBURG, Jan 16 (Reuters) - Nigeria-based cell
tower operator IHS Holding Ltd IHS.N and its second largest
shareholder Wendel said on Tuesday they have reached an
agreement on corporate governance matters, including lowering
the ownership threshold for investors to nominate directors.
IHS is embroiled in a shareholder dispute with mobile
operator MTN Group MTNJ.J , its largest shareholder with a 26%
stake, along with the French financial investor Wendel and
activist investor Blackwells Capital over governance issues.
According to the Business Day publication, matters escalated
when Wendel filed a case with the Grand Court of the Cayman
Islands that sought to force a vote at IHS around governance
proposals after the board failed to put them forward at its June
shareholders' meeting.
Wendel and MTN, which together own about 45% of the company,
argued among other things that all shareholders with at least a
10% stake should have the power to nominate board members.
In the agreement reached with Wendel, the ownership
threshold for shareholders to nominate directors or bring
business before a general meeting would be lowered to 10% from
the current 30% on an individual shareholder basis following
IHS' 2024 annual general meeting (AGM), and on an aggregate
basis following the 2025 AGM, the companies said in separate
statements.
A new right will be introduced for shareholders owning at
least 25% of shares to request a general meeting following IHS'
2025 AGM, while the threshold for removing a director by
shareholders' vote would be lowered to a 50% majority from the
current 2/3 majority, they added.
In addition, following IHS' 2025 AGM, all directors would be
elected on an annual basis instead of waiting for their tenure
to end.
These proposals will be put up for shareholders' approval at
the company's upcoming AGM.
IHS added that given the commercial relationship with some
of its shareholders, "appropriate considerations including
certain limitations on the ability of these shareholders to
exercise those additional rights have been included in the
proposal."
IHS, with 40,000 towers across 11 markets, has a commercial
relationship with MTN as the telco leases some towers from IHS.
MTN said in an emailed response it notes the proposals
agreed between Wendel and IHS and that discussions regarding its
governance concerns remain ongoing.
(Reporting by Nqobile Dludla; Editing by Muralikumar
Anantharaman)
((nqobile.dludla@thomsonreuters.com; +27103461066;))