JSE intervenes in Accentuate management, disgruntled shareholder strife

THE JSE has intervened in the dispute between management of AltX-listed Accentuate and a group of disgruntled shareholders that last month prevented a vote against resolutions on executive bonuses and other issues at the company’s general meeting.

The listed flooring and chemicals manufacturer, distributor and water treatment solutions provider, said last week that the JSE had informed the company it had concerns about the decision to ex- clude certain votes cast by shareholders at the meeting.

Accentuate said the JSE requested it to provide an undertaking that it would not implement any special resolutions passed at the meeting until and unless this dispute had been resolved and the exchanges’s concerns had been addressed.

The company stressed it believed it had acted within its rights and in compliance with the Companies Act in all matters related to the meeting.

However, Accentuate said it had given the JSE an undertaking that it would not implement any of the special resolutions proposed “pending the outcome of further communication with the JSE regarding their concerns in respect of the results as published”.

But Accentuate said the special resolutions related to the remuneration of non-executive directors and the lodgement of the memorandum of incorporation with the Companies and Intellectual Property Commission had been implemented.

It confirmed all shares in issue carried equal voting rights.

Accentuate’s general meeting on February 20 was ad- journed because of concern regarding the eligibility of certain shares entitled to vote at the meeting.

Queries

This followed Cron von Seidel – a shareholder and former manager of Coronation Capital who owns 11.7 percent and claimed to hold voting rights with a consortium of shareholders for 29 million shares, almost 40 percent of the shares that voted at that general meeting and 25 percent of the shares in issue – querying the correctness of the voting results.

He claimed it announced that only 16 million votes were recorded against the resolutions, and therefore, passed.

The meeting was reconvened on February 27 and Accentuate announced that all ordinary and special resolutions were approved by the requisite majority of shareholders present or represented by proxy.

The number of shares voted in person or by proxy represented at the reconvened meeting was 59.8 percent of its total issued share capital.

More than 20 percent of shareholders present or by proxy voted against a number of resolutions, including on the remuneration policy, the general authority to issue unissued but authorised shares for cash, to place the unissued ordinary shares under the control of the directors and to authorise share repurchases.

A group of disgruntled investors took legal action against Accentuate last year after similar attempts to oppose resolutions were thwarted when their votes were declared invalid. Legal action has not concluded.

Shares dropped 14.29 percent to close at 60 cents yesterday.