((Automated translation by Reuters, please see disclaimer https://bit.ly/rtrsauto))
(Corrects title and paragraph 1 to read “Africa-focused” (not “Nigeria-based”))
Africa-focused cell tower operator IHS Holding Ltd IHS.N and its second-largest shareholder Wendel said on Tuesday they had reached an agreement on corporate governance issues, including lowering the ownership threshold so investors can appoint directors.
IHS is involved in a shareholder dispute with mobile operator MTN Group MTNJ.J, its largest shareholder with a 26% stake, as well as French financial investor Wendel and activist investor Blackwells Capital over governance issues.
According to the publication Business Day, things came to a head when Wendel filed a suit with the Grand Court of the Cayman Islands seeking to force IHS to vote on governance proposals after the board failed to present them. during its general meeting in June.
Wendel and MTN, which together own about 45% of the company, have notably argued that all shareholders with a stake of at least 10% should have the power to appoint board members.
In the agreement reached with Wendel, the ownership threshold allowing shareholders to appoint directors or submit questions to a general meeting will be lowered to 10%, from the current 30%, for each individual shareholder after the annual general meeting of IHS in 2024 (AGM), and for all shareholders after the 2025 annual general meeting, the companies said in separate statements.
A new right will be introduced for shareholders holding at least 25% of shares to request a general meeting after IHS’s 2025 AGM, while the threshold for removing a director by shareholder vote will be lowered to a majority of 50%, instead of the current majority of 2/3, they added.
Additionally, after the IHS general meeting in 2025, all directors would be elected on an annual basis instead of waiting until their terms end.
These proposals will be submitted for shareholder approval at the company’s next general meeting.
IHS added that given the business relationships it has with certain of its shareholders, “appropriate considerations, including certain limitations on the ability of such shareholders to exercise these additional rights, have been included in the proposal.”
IHS, which owns 40,000 towers in 11 markets, has a commercial relationship with MTN, which leases some of its towers to it.
MTN said in an email response that it noted the proposals agreed between Wendel and IHS and that discussions regarding its governance concerns were continuing.