By 
The shareholders standoff inside IHS Holding Ltd has degenerated following insistence by MTN Group Ltd. for an emergency shareholders meeting.
IHS Towers has countered that MTN, Africa’s telecommunications company, lacks the power to call for an emergency meeting.
The long brewing boardroom row gained public knowledge at the last annual meeting of IHS Holding Ltd after IHS Towers rejected demands from two of its largest stakeholders: Wendel SE and MTN Group Ltd., which together own about 45%.
Shareholders want greater say in business
The two investors are demanding shareholders with at least a 10% stake should have the power to nominate board members.
IHS has rejected the demand arguing that the investors’ demand for a greater say in how the business runs is not in the tower company’s best interests.
According to HIS, its board determined the proposal was “designed to benefit certain large shareholders to the detriment of other shareholders.”
IHS is the largest telecommunications infrastructure provider in Africa, Latin America and the Middle East by tower count and the fourth largest independent multinational tower company globally.
But MTN this week made an official clarification through its subsidiary Mobile Telephone Networks, (Netherlands) B.V., affirming it holds about 85.2 million (26%) of IHS’ shares; and also stressing that the terms of the Shareholders’ Agreement posited MTN’s desire to be treated ‘equally’ to other shareholders in line with ‘economic and voting rights,’
According to J.P. Morgan Equities (SA) Proprietary Limited, the Lead sponsor, and Tamela Holdings Proprietary Limited, the joint sponsor, in the statement, 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%.
MTN wants to convert stakes to voting rights
Fuelling reports that it is seeking to convert its non-voting shares into voting ones, the company stated: “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).
Adding: “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.”
Investors demanding boardroom change
With its Nigerian head office in Lagos, IHS Towers and its subsidiaries manage over 16,700 sites in Nigeria, Africa’s largest mobile communications market.
After IHS’s stock plummeted losing 60% of its market value since its initial public offering in New York in 2021, some of its investors are demanding for a boardroom change.
