eBusiness Weekly
CFI Holdings shareholder Willoughby’s Investments misrepresented results of an extraordinary general meeting held last week. In notices published in the media, this week, Willoughby’s using a CFI logo, announced that only one resolution out of three had been carried, yet this was not the case.
Despite the meeting going ahead in spite of various irregularities, shareholders voted against all resolutions in which Willoughby’s Investments, which holds more than 10 percent of CFI shares, sought to reverse the disposal of 81 percent Langford Estates share back to CFI.
The Nicholas van Hoogstraten-owned investment vehicle is disputing a resolution passed in October 2015’s EGM meeting that permitted the ZSE-listed company to dispose 834 hectares valued at $18 million to Fidelity Life as debt settlement.
Willoughby Investments cited that the resolutions passed were unlawful as no disclosure was made to shareholders that the transaction involved related parties which, by law, were not entitled to vote hence the decision should be nullified.
The meeting, which was held at the request of Willoughby’s did not start well as altercations and commotion were the order of the day. There was a tense atmosphere which was triggered when the meeting chair Itai Pasi informed Stalap Investments’ legal representative Addington Chinake that he had no right to speak as the meeting had been requisitioned by Willoughby’s.
“At that point, there was commotion in the room which resulted in the mini altercation between the two. Hamilton stood up and pushed Chinake. Pasi called in security and the parties were restrained.”
Chinake also raised a point of order quizzing Pasi’s capacity in chairing the meeting, arguing that CFI did not have a Chairman as an advert had been flighted indicating that the then chairman Grace Muradzikwa had resigned.
Pasi however introduced herself to the meeting and announced that she was chairing the meeting; adding that the Willoughby had requisitioned the EGM on the basis that the ordinary resolutions previously passed on 16 October 2015 were unlawful due to the fact that no disclosure was made to shareholders that the transaction was with related parties and that the related parties were not entitled to vote.
Willoughby’s representative Alexander Hamilton told the meeting that the previous “corrupt” board and management had presided over the “illegal” Langford transaction, adding that the previous circular did not disclose that it was a related party transaction and that both the circular and the valuation report were misleading as shareholder only got to know of related parties mid last year.
Chinake however insisted that CFI did not have a substantive chairperson following the resignation of Muradzikwa, adding that the board should have appointed a chairman. He also added that all the business at the meeting would be subjected to a judicial review; further highlighting that he had been instructed to read and produce a letter, to that effect, for the record. Dr Mamvura who instructed Chinake however said that he was unable to recommend to shareholders to vote and further said the resolutions are not in the interest of the company.
The meeting however proceeded to vote, although a sizable number of shareholders present abstained their votes on two of the resolutions.
On the resolution to approve and ratify the disposal of 81 percent of the equity of Langford Estates for a total consideration of $18 million for the purposes of settling short term interest bearing debt, 49,25 percent abstained, with 50,71 percent voting against, resulting in the motion not being varied.
Also not carried was the motion to authorise the directors of the company to alter the company’s Articles of Association, amongst other necessary actions required to give effect to the above, as no one voted for it.
Although 50,75 percent voted for the motion to authorise the directors to cancel the disposal of an 81 percent share of Langford Estates and to recover costs and damages and to recover all fees paid, the motion was not carried.
Some shareholders including Hamish Rudland, among others are also, in their individual capacity, considering taking Willoughby to court for making malicious allegations against them without basis. — FinX.
