NAIROBI, Kenya, Sep 3 – Businessman Joel Kibe now wants the Capital Markets Authority to protect minority shareholders at Old Mutual.
In a letter to the authority, Kibe urged the regulatory body to investigate alleged breaches by the public listed company.
He further urged CMA to take necessary and lawful steps to stop alleged continued oppression of minority shareholders.
He is also seeking that the regulator should halt the dilution of shares through the issuance of preference shares without proper consultation and approval.
“In light of the breaches, we respectfully request the Capital Markers Authority to furnish us with copies of the application and other transactional documents submitted to the CMA prior to the approval of the takeover, as per the requirements of Regulation 5 of the Takeover Regulations,” he stated.
Kibe, the sixth largest shareholders in the company has separately sued the insurer and wants to be bought out at a price that is likely to exceed Sh1 billion.
The businessman bought 1.54 million shares in the insurer between 2014 and 2015 for Sh290.9 million.
He said in the suit that was certified as urgent by the High Court that the shareholder loans, which are set to be converted into equity, will dilute small investors.
The firm recently announced a Sh249 million net profit in the half-year period to June 2024, driven by lower finance costs and a reduced tax burden, marking a significant turnaround from a net loss of Sh348 million it reported in the six months to June 2023.
Kibe pointed out in the letter to the CMA that in notice dated January 26, 2015, Old Mutual Holdings announced its intention to acquire effective control of UAP Holdings Ltd at a price if Sh180 per share.
The notice, the letter added, recognised the need to obtain the consent from the CMA as required Takeovers and Mergers Regulations.
However, the subsequent actions by Old Mutual were highly prejudicial to the minority shareholders, including himself because of various reasons including the alleged failure to list in the Nairobi Securities Exchange (NSE) within 24 months following the public offer.
He said despite the representation made in the 2012 prospectus, Old Mutual failed to list its shares on the NSE, within the period stated by the Regulations 19 of the Capital Markets (securities) Regulations of 2002.
The lawyer said this was also in breach of Section 31 of the CMA and the principles of transparency and accountability set in the CMA’s corporate governance code of issuers.
