[miningmx.com] – A corporate brawl has erupted at London-listed Mwana Africa with former chairman Mark Wellesley-Wood “advising’ minority shareholders holding more than 5% of the company who are taking on the Mwana board and CEO Kalaa Mpinga.
When Wellesley-Wood was appointed chairman in September 2013 Mpinga praised him at the time for his “considerable operational and corporate experience which will greatly assist us in delivering the maximum value from these assets.’
Mwana is a diversified junior mining company whose main assets are the Freda Rebecca gold mine in Zimbabwe and Bindura Nickel Corporation which operates the Trojan and Shangani nickel mines – also in Zimbabwe.
But Wellesley-Wood resigned abruptly in February 2014 commenting that “there was a disagreement over strategy and that was it.’ Asked about his plans at the time he replied “I am officially retired and have no professional full-time objectives.’
According to a Mwana spokesperson, “there was a difference of opinion between Mark and the board regarding leadership direction, structure and roles of the company forward.’
Wellesley-Wood – who was previously chairman of DRDGold and played a material role in the downfall of the Kebble empire including the removal of Roger Kebble from the DRDGold board – has now re-entered the fray declaring he has “unfinished business’ at Mwana .
He told Miningmx, ” I was approached by certain minority shareholders about three months ago asking me to offer my services to the company again. I want to get involved once more because it’s unfinished business regarding corporate governance, oversight and control. Certain issues around my removal were irregular. ‘
Wellesley-Wood denied he was doing this for personal reasons commenting, “this is not about revenge. This is about focussing on the company’s operations and shareholder value.’
According to a circular issued by Mwana on May 12 the company has called an extraordinary general meeting (EGM) to be held on June 9 after this was requisitioned by “a group of minority shareholders owning 5.1% of the company’s shares.’
The circular added, “At the EGM, former chairman Mark Wellesley-Wood and his associates will attempt to unseat four of the company’s independent, non-executive directors. The board advises shareholders to vote against any of the changes or appointments proposed by the minority shareholders’.
The “concerned shareholder group’ (CSG) that has requisitioned the meeting said it was “calling for the appointment of independent non-executive directors to ensure restoration of sound corporate governance and shareholder confidence in the company’s leadership so as to protect and enhance shareholder value over the long-term.’
The CSG added that “the catalyst for this is the High Court petition against the company at the instance of one director, Mr Ning and a significant shareholder in his own right, along with China International Mining Group Corporation, the largest shareholder.”
The CSG queried, “why could not Mr Mpinga meet Mr Ning and settle their differences without going to court?’
The CSG made a number of allegations against the existing board which interim non-executive chairman Stuart Morris advised shareholders to treat “with extreme caution’ because he said “there are a number of significant factual errors.’
