IHS Holding Ltd., is facing rising shareholders’ revolt as MTN is insisting on an Extraordinary General Meeting (EGM), TechEconomy can report.
IHS’ recent annual meeting devolved into a tense standoff over investor power after the African tower operator dismissed demands from two of its largest stakeholders.
Wendel SE and MTN Group Ltd., which together own about 45% of the company, argued that all shareholders with at least a 10% stake should have the power to nominate board members, said the people, who asked not to be identified because the matter is not public. IHS’s board dismissed the proposals, they said.
“The proposals requested to be put forward were not in the best interests of the company as a whole or our collective shareholder base,” IHS reportedly said.
IHS insisted that the board determined the proposal was “designed to benefit certain large shareholders to the detriment of other shareholders.”
In response to the recent media reports, MTN, today clarified that through its subsidiary Mobile Telephone Networks (Netherlands) B.V., it holds approximately 85.2 million (26%) of IHS’ shares (IHS Shares).
In the statement obtained by TechEconomy, J.P. Morgan Equities (SA) Proprietary Limited, the Lead sponsor, and Tamela Holdings Proprietary Limited, the joint sponsor, maintained that MTN has held the IHS Shares since prior to IHS’ initial public offer (IPO) on the New York Stock Exchange in October 2021, with the Group’s voting rights being capped at 20%.
The group highlighted that the Shareholders’ Agreement, amongst other things, addressed the matter of MTN’s desire to be treated equally to other shareholders when it relates to aligning economic and voting rights,
The statement reads:
“MTN has been engaged in discussions with IHS regarding corporate governance matters since prior to its IPO. These discussions included the provisions of the shareholders’ agreement that was in place between IHS and its shareholders prior to the IPO; where an amended shareholders’ agreement was implemented post-IPO, with shareholders who are subject to post-IPO lock-in restrictions (Shareholders’ Agreement).
The Shareholders’ Agreement, amongst other things, addressed the matter of MTN’s desire to be treated equally to other shareholders when it relates to aligning economic and voting rights, through a priority sale of the Group’s proportion of shares that are non-voting.
“In view of IHS’ consistent share price underperformance since listing, MTN has not been able to dispose of the non-voting proportion of its shares and remains unable to vote all of its shares. Accordingly – in order to effect the aforementioned alignment of economic and voting rights – MTN submitted a governance proposal, prior to IHS’ 2023 AGM, that was to be considered by all shareholders at the AGM.
“The proposal was intended to protect important shareholder rights and to better align IHS’ corporate governance with other publicly traded companies. Under the Shareholders’ Agreement and its articles (Articles), IHS was required to include the proposal on the agenda for the AGM, notify all other shareholders of the proposal and allow shareholders to vote on the proposal at the AGM. However, MTN strongly believes that IHS has wilfully breached the Shareholders’ Agreement and Articles by failing to notify its shareholders of the proposal and denying its shareholders the opportunity to vote on it at the AGM.
“MTN has requested the IHS board to call an extraordinary general meeting of the IHS shareholders in order to consider the abovementioned proposal, and any other shareholder proposals relating to governance, to which the Group awaits a response”.
Beyond this, MTN is currently evaluating all its options with the intention to fully enforce the Shareholders’ Agreement and Articles.
Author
