African Tower Firm IHS in Shareholder Standoff Over Governance

Loni Prinsloo, Bloomberg News

In this photo illustration, the IHS Towers logo is displayed on a smartphone. Photographer: Rafael Henrique/SOPA Images/LightRocket/Getty Images , Photographer: Rafael Henrique/SOPA Images/LightRocket/Getty Images

(Bloomberg) -- IHS Holding Ltd.’s annual meeting devolved into a tense standoff over investor power on Wednesday 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 said in a statement responding to Bloomberg’s questions. IHS said the board determined the proposal was “designed to benefit certain large shareholders to the detriment of other shareholders.”

Wendel and MTN declined to comment.

Some investors are looking for a change after IHS’s stock plummeted, losing 60% of its market value since its initial public offering in New York in 2021. Tower companies in Africa are struggling to cope with large demands for investment in their networks to cope with surging broadband and smartphone use.

IHS shares closed trade at $8,40 a share in New York on Thursday, valuing the firm at $2,8 billion. MTN shares were little changed as of 10:21 a.m. in Johannesburg on Friday.

The two shareholders also said IHS management failed to give notice of the their proposed resolutions in a timely fashion and are demanding the general meeting be reconvened to consider them, according to the people.

MTN also sought to convert its non-voting shares into voting ones, and that motion was denied, the people said. Currently MTN, which is Africa’s biggest mobile operator, owns a 26% economic stake and controls 20% of the voting rights, they said.

MTN do not have board representation currently, and Wendel has one representative, Frank Dangeard.

“Under our shareholders agreement, Wendel has the right to designate one director for nomination by the board from time to time so long as Wendel holds at least 10% of the shares,” said IHS. “MTN does not have a similar right, which was agreed as part of the IPO to preserve IHS Towers’ independence from a significant customer,” the company added.

Before going public, IHS management clashed with Wendel over post-IPO voting rights in a dispute that delayed the share sale, Bloomberg reported at the time.

(Updates with share prices in sixth paragraph)