Wendel Sues IHS Over Governance as Shareholder Fight Escalates

IHS Holding Ltd.’s second-largest shareholder sued the African mobile tower operator, escalating a standoff with management over how the firm is run.

(Bloomberg) — IHS Holding Ltd.’s second-largest shareholder sued the African mobile tower operator, escalating a standoff with management over how the firm is run. 

Wendel SE, via its subsidiary Oranje-Nassau Développement SCA FIAR, is seeking to force the tower company to hold a vote on several governance proposals after the board didn’t put them forward at its June shareholders meeting, according to a summons from the Grand Court of the Cayman Islands issued on June 30. 

“The defendant’s failure to notify all of its shareholders of the proposed resolutions and put the proposed resolutions to the shareholders for a vote at the AGM was a breach of section 8 of the shareholders agreement,” the summons said, according to a copy seen by Bloomberg. IHS was given 14 days to acknowledge receipt. 

A spokesperson for IHS declined to comment. A spokesperson for Wendel, which owns a 19% stake in IHS, did not immediately comment on the suit. 

The lawsuit is the latest salvo in a dispute between management and IHS’s largest shareholders as the company’s value has fallen by more than half since its 2021 initial public offering in New York. Tower operators in Africa are facing demands for major investment in their networks as broadband and smartphone use surges on the continent.

JPMorgan Chase & Co. is advising IHS on certain aspects of the governance proposals put forward by Wendel and MTN Group Ltd., Bloomberg reported previously, citing people familiar with the matter. The board has not agreed to any of the changes over fears that they could enable a hostile takeover, they said. 

Read More: New York-listed IHS in Shareholder Standoff Over Governance

Shareholders representing about 48% of IHS shares submitted the proposals, which call for annual board elections and to lower the ownership threshold to nominate people to the board, among other reforms.  

MTN, Africa’s largest wireless carrier, is not a party to the lawsuit. The company, which owns 26% of IHS, previously said it is evaluating its options.

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

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