Enter into Settlement Agreement, Settling
Outstanding Litigation
IHS Holding Limited (NYSE: IHS) (“IHS Towers” or the “Company”),
one of the largest independent owners, operators, and developers of
shared communications infrastructure in the world by tower count,
and Wendel Group (ENXTPA:MF) (“Wendel”), today announce IHS Towers
has finalized (i) a settlement agreement with Wendel in relation to
ongoing litigation and (ii) proposed changes to the Company’s
Articles of Association, reflecting a commitment to strong
corporate governance and constructive shareholder engagement, for
the benefit of pre and post IPO financial and other
shareholders.
As part of the settlement agreement, certain changes to the
Company’s Articles of Association will be proposed for
shareholders’ approval at the Company’s annual general meeting
(“AGM”) for fiscal year 2024, which the Company supports.
Sam Darwish, IHS Towers Chairman and CEO commented: “We
believe the agreement announced today better aligns IHS Towers’
corporate governance with that of mature U.S.-listed companies,
which was an important goal we set at the time of our public
listing. With the support of our pre-IPO shareholder base as well
as newer investors post listing, we continue to focus on executing
our strategy of creating value for all our stakeholders.”
The proposed changes to the Articles include, among other
things, a proposed declassification of the Company’s Board in two
phases, with the periods extending through AGMs for fiscal years
2024 and 2025. Following the AGM for fiscal year 2025, all
directors will be elected on an annual basis. Additional proposals
to be tabled include reducing the threshold for shareholders to
nominate directors from 30% currently to 10%, on an individual
shareholder basis following the AGM for fiscal year 2024, and on an
aggregate basis following the fiscal year AGM for 2025; reducing
the threshold for shareholders to bring business before a general
meeting from 30% currently to 10%, on an individual shareholder
basis following the AGM for fiscal year 2024 and on an aggregate
basis following the AGM for 2025; introducing a new right for
holders owning at least 25% of shares to requisition a general
meeting following the AGM for fiscal year 2025; and reducing the
threshold to remove directors from a special resolution currently
to an ordinary resolution, in each case as set out pursuant to the
settlement agreement.
Given IHS Towers' ongoing commercial relationship with certain
of its shareholders, appropriate considerations including certain
limitations on the ability of these shareholders to exercise those
additional rights have been included in the proposal.
The text of the proposed amendments will be made public before
the next AGM.
About IHS Towers: IHS Towers is one of the largest
independent owners, operators and developers of shared
communications infrastructure in the world by tower count and is
one of the largest independent multinational towercos solely
focused on the emerging markets. The Company has nearly 40,000
towers across its 11 markets, including Brazil, Cameroon, Colombia,
Côte d’Ivoire, Egypt, Kuwait, Nigeria, Peru, Rwanda, South Africa
and Zambia. For more information, please email:
communications@ihstowers.com or visit:
https://www.ihstowers.com
Cautionary statement regarding forward-looking
Information
This press release contains forward-looking statements. We
intend such forward-looking statements to be covered by relevant
safe harbor provisions for forward-looking statements (or their
equivalent) of any applicable jurisdiction, including those
contained in Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). All statements other
than statements of historical facts contained in this press release
may be forward-looking statements. In some cases, you can identify
forward-looking statements by terms such as “may,” “will,”
“should,” “expects,” “plans,” “anticipates,” “could,” “intends,”
“targets,” “projects,” “contemplates," “believes,” “estimates,”
“forecast,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. Forward-looking
statements contained in this press release include, but are not
limited to, statements regarding the proposed changes to our
Articles of Association.
We have based these forward-looking statements largely on our
current expectations and projections about future events and
financial trends that we believe may affect our business, financial
condition and results of operations. Forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to:
non-performance under or termination, non-renewal or material
modification of our customer agreements; volatility in terms of
timing for settlement of invoices or our inability to collect
amounts due under invoices; a reduction in the creditworthiness and
financial strength of our customers; the business, legal and
political risks in the countries in which we operate; general
macroeconomic conditions in the countries in which we operate;
changes to existing or new tax laws, rates or fees; foreign
exchange risks and/or ability to access U.S. Dollars in our
markets; the effect of regional or global health pandemics,
geopolitical conflicts and wars (including the current conflict
between Russia and Ukraine) and acts of terrorism; our inability to
successfully execute our business strategy and operating plans,
including our ability to increase the number of Colocations and
Lease Amendments on our Towers and construct New Sites or develop
business related to adjacent telecommunications verticals
(including, for example, relating to our fiber businesses in Latin
America and elsewhere) or deliver on our sustainability or
environmental, social and governance (ESG) strategy and initiatives
under anticipated costs, timelines, and complexity, such as our
Carbon Reduction Roadmap (Project Green), including plans to reduce
diesel consumption, integrate solar panel and battery storage
solutions on tower sites and connect more sites to the electricity
grid; reliance on third-party contractors or suppliers, including
failure, underperformance or inability to provide products or
services to us (in a timely manner or at all) due to sanctions
regulations, supply chain issues or for other reasons; our
estimates and assumptions and estimated operating results may
differ materially from actual results; increases in operating
expenses, including increased costs for diesel; failure to renew or
extend our ground leases, or protect our rights to access and
operate our Towers or other telecommunications infrastructure
assets; loss of customers; risks related to our indebtedness;
changes to the network deployment plans of mobile operators in the
countries in which we operate; a reduction in demand for our
services; the introduction of new technology reducing the need for
tower infrastructure and/or adjacent telecommunication verticals;
an increase in competition in the telecommunications tower
infrastructure industry and/or adjacent telecommunication
verticals; our failure to integrate recent or future acquisitions;
the identification by management of material weaknesses in our
internal control over financial reporting, which could affect our
ability to produce accurate financial statements on a timely basis
or cause us to fail to meet our future reporting obligations;
increased costs, harm to reputation, or other adverse impacts
related to increased intention to and evolving expectations for
environmental, social and governance initiatives; reliance on our
senior management team and/or key employees; failure to obtain
required approvals and licenses for some of our sites or businesses
or comply with applicable regulations; inability to raise financing
to fund future growth opportunities or operating expense reduction
strategies; environmental liability; inadequate insurance coverage,
property loss and unforeseen business interruption; compliance with
or violations (or alleged violations) of laws, regulations and
sanctions, including but not limited to those relating to
telecommunications regulatory systems, tax, labor, employment
(including new minimum wage regulations), unions, health and
safety, antitrust and competition, environmental protection,
consumer protection, data privacy and protection, import/export,
foreign exchange or currency, and of anti-bribery, anti-corruption
and/or money laundering laws, sanctions and regulations;
fluctuations in global prices for diesel or other materials;
disruptions in our supply of diesel or other materials; legal and
arbitration proceedings; reliance on shareholder support (including
to invest in growth opportunities) and related party transaction
risks; risks related to the markets in which we operate, including
but not limited to local community opposition to some of our sites
or infrastructure, and the risks from our investments into emerging
and other less developed markets; injury, illness or death of
employees, contractors or third parties arising from health and
safety incidents; loss or damage of assets due to security issues
or civil commotion; loss or damage resulting from attacks on any
information technology system or software; loss or damage of assets
due to extreme weather events whether or not due to climate change;
failure to meet the requirements of accurate and timely financial
reporting and/or meet the standards of internal control over
financial reporting that support a clean certification under the
Sarbanes Oxley Act; risks related to our status as a foreign
private issuer; and the important factors discussed in the section
titled “Risk Factors” in our Annual Report on Form 20-F for the
fiscal year ended December 31, 2022.
The forward-looking statements in this press release are based
upon information available to us as of the date of this press
release, and while we believe such information forms a reasonable
basis for such statements, such information may be limited or
incomplete, and our statements should not be read to indicate that
we have conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are
inherently uncertain and investors are cautioned not to unduly rely
upon these statements. You should read this press release and the
documents that we reference in this press release with the
understanding that our actual future results, performance and
achievements may be materially different from what we expect. We
qualify all of our forward-looking statements by these cautionary
statements. These forward-looking statements speak only as of the
date of this press release. Except as required by applicable law,
we do not assume, and expressly disclaim, any obligation to
publicly update or revise any forward-looking statements contained
in this press release, whether as a result of any new information,
future events or otherwise.
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communications@ihstowers.com
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