On Tuesday, Nigeria-based cell tower operator IHS Holding Ltd and its second-largest shareholder, Wendel, announced that they have agreed on corporate governance issues.
This includes a reduction in the ownership threshold, allowing investors to nominate directors.
IHS is currently involved in a shareholder dispute with MTN Group, its largest shareholder holding a 26% stake, alongside Wendel and activist investor Blackwells Capital, over governance concerns.
Terms of the agreement
Under the agreement reached with Wendel, the ownership threshold for shareholders to nominate directors or present business at a general meeting will be reduced from the existing 30% to 10% on an individual shareholder basis after IHS’s 2024 annual general meeting (AGM).
On an aggregate basis, this threshold adjustment will take effect following the 2025 AGM, as outlined in separate statements by the companies.
A new provision will be introduced, granting shareholders with a minimum of 25% ownership the right to request a general meeting after IHS’s 2025 AGM.
Additionally, the threshold for the removal of a director through a shareholders’ vote will be lowered to a 50% majority from the current requirement of a 2/3 majority, according to the statements.
These suggestions will be presented for shareholders’ endorsement at the imminent AGM of the company.
IHS further mentioned that considering the business ties with certain shareholders, it has included in the proposal “appropriate considerations including certain limitations on the ability of these shareholders to exercise those additional rights.”
Backstory
IHS, operating in 11 markets with 40,000 towers, has a business relationship with MTN, where the telco leases certain towers from IHS.
However, its relationship with MTN and its other shareholders has gone sour in the past months.
MTN in its latest leasing awarded 2500 towers previously held by IHS to American Tower Corporation (ATC).
IHS has been caught up in a shareholder dispute that includes MTN Group, its major stakeholder with a 26% holding, along with the French financial investor Wendel and activist investor Blackwells Capital. The conflict primarily centres on governance issues and shareholder voting rights.
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