Diamond Trust Bank will have an extraordinary general meeting (EGM) on December 21. The company has not amended its articles of association since 1982 and want to update them to reflect new capital structures, governance, CDS and the electronic age, among others.
Jubilee Insurance will have an EGM on December 18
The various proposed amendments will have outcomes including:
- New capital: Creation of preference shares and also clears the way for a share split.
- Shareholders who don’t approve of company actions can have their shares forfeited. E.g. minority Serena shareholders who did not approve the conversion to TPSEA
- Modern technology: Allows notices and other documents to be e-mailed to shareholders. (This can save costs; i.e. the company has 10,000 shareholders and budgeted Kshs. 7 million for printing and postage of the ongoing rights document). . Also allows board meetings to be held by teleconference or video conference, allows dividends to be paid by electronic means (e.g. bank transfer, direct debit) not just by cheque and notices can be sent to shareholders outside Kenya
- Super shareholders? New articles recognize that 10 members constitute a meeting and allow any director or any 2 members to convene an EGM. The company’s top 10 shareholders own 48% of the company while the next 50 own another 10%.
- Governance: recognizes that directors are not disallowed from doing business with the company provided they disclose this to fellow directors and also don’t vote on such issues. Also, fellow directors may remove a director who misses 3 meetings.
- Cap on underwriting commissions at 10%. (Another cost-saving measure since the on-going rights issue has budgeted placing commissions estimated at 28%). Also, stockbrokers may be paid in the form of shares.
- Makes provisions that stem from the 2006 budget speech where the Finance Minister proposed that any dividends unclaimed after 7 years be returned to the CMA’s investor compensation fund from where individuals can claim when they resurface.
- A bankrupt person may vote by proxy
Charterhouse depositors cry foul
Charterhouse Bank and depositors are asking (in a full-page newspaper notice last week) why was their bank, with no liquidity problems, shut down without sufficient explanation and why they are still denied access to their funds almost six months later even after a court had lifted the order? The accounts of the bank remain intact and they are still earning interest on almost Kshs. 3.1 billion in deposits there as the statutory manager has invested surplus funds in government securities. Only staff costs have shot up reflecting the additional managers deployed from the central bank.
There is an email doing rounds claiming that the Barclays EGM (or is it Special GM) has been called “to cover up and bury the US $ 3 million stocks and shares scandal at it’s Nairobi subsidiary i.e. Barclays Advisory and Registrar Services Limited.”
According to Barclays Bank they have called the meeting “for the purpose of ratifying a bonus
share issue and share split.”
Illegal dormant shareholding transfers — involving employees of registrars like BARS, Image and others — have been happening for a while. Michael Mundia Kamau is the best known BARS conspiracy theorist (and a disgruntled BARS ex-employee).
Far as I can tell, at least two people were charged in court over deals that went through BARS and several Barclays employees got fired. CBK Banking Fraud guys were called in but, understandably, Barclays hushed up the whole matter.
With BARS being sold to a mysterious SA firm (who the hell are Capsec?) in a hush hush deal, the fact that the affair was never publicly explained has inspired conspiracy theorists.
It is a credit to the Aga Khan firms as they gear up to modernise their Articles in readiness for a brave new world.
Most Kenyan firms do not want to change – witness the lack of websites or shareholder information available online.
Among banks, Barclays & Stanchart are laggards! Among the progressive are KCB & NIC among banks.
KQ, Bamburi & EABL are worth looking up to.
Unfortunately, the Company Act is still a relic & needs to be modernised but if only the fools in government & MPs take relevant action!
Instead they spend time on voting themselves larger allowances, increased perks & make stupid announcements!
New Capital – Minority shareholders’ shares in TPS were NOT forfeited. That would be illegal.
Jubilee seems progressive in allowing any 2 “Members” aka shareholders to convene an EGM.
Unclaimed dividends – I rather the funds remain with the Company than the CMA. Who wants to deal with them?
At least the Company can use the “unclaimed” dividends to reinvest in the business!
Charterhouse – I don’t get it… if there are liquid funds… then why not pay out the legit depositors esp those with less than 100,000/-…. further, shouldn’t the excess staff be fired coz otherwise the costs remain high & will kill the bank?
Who sets the fees for the “statutory managers”?
i have gone through the memorandum and articles of jubilee. the number of authorised shares is 40m of 5/= each. if there were any intentions to split as was being speculated in the market, they could have taken this opportunity to change the memo. those who expected a split in the next 3 months are probably overzealous. another EGM would have to be called.
Ssembonge: Barclays EGM on Friday to endorse sale its registrar unit
Propaganda: Not to mention at many AGM’s shareholders complained about very poor service from BARS
– also maybe they will tell us more about CAPSEC on Friday
coldtusker: It’s good to see companies embrace technology to improve shareholder services since the company act is not likely to change in this parliament.
– old Serena shareholders were rendered useless when their shares were delisted, after TPSEA started trading
– Charterhouse – I think it’s now down to the gorvenor’s office and how much power does an acting gorvenor have, though Mullei had wanted to shut down Charterhouse long before he was suspended. too bad for depositors, but at least their cash is intact. And Central Bank (statutory) managers pay themselves out of the income from Charterhouse
Gathinga: I’ll check out Jubilee.
@SSembonge: Capsec is a south african Co. registry outfit
@Gathinga: The jubilee EGM was for other reasons not a split as people were expecting.Jubilee Post
Otherwise, i hope it drops to 250 and below so that i can add to my stake.
Pesa Tu: Is it? The only South African Capsecs I can find are in the wine and steel construction industries. Perhaps one of them is changing it’s core business?
No media reports about the deal exist outside the one’s originating from the Barclays split press conference in Nairobi (from which, btw, analysts were locked out so they wouldn’t ask tough questions). Surely SA press wuld have picked this up?
I predict Adan Mohammed says nothing or gets away with “negotiations are still ongoing”.
Bankelele – Lenana School is facing a land grab… I can’t believe that this can be done in this day & age…
Since you have a large readership, I hope you highlight it to stop the narckists from perpetuating another scam…
http://www.coldtusker.blogspot.com
Cold Tusker why don’t you keep your activisim in your own blog. It pays little to go livid on an issue which will sort out itself anyway.
anon – Why are you hiding behind anon?
Show your true colours???
If banks doesn’t mind… neither should you… He can always delete the comment if he wants to…
You seem like a narckist… As is I don’t really care much for them or any of the other thieves…
The economy of the country suffers when landgrabbers & their supporters claim a “scandal that never was”…
If not for Wangari Mathaai, we would have some ugly edifice on Uhuru Park… probably with moi’s ugly visage on it!
Cold tusker,here I am, not a phantom
Narkism?? ODMism?? Adds little or no value to our lives. Don’t fight their battles, you are better than that.
Jimmy – I don’t care 2hoots about these politicians. The only one I respect unless someone proves otherwise is Wangari Mathaai whose stand on National issues has been consistent.
She REFUSED a cabinet (asst minister) post because of her principles.
About the Land Grabbing… I am a Changerian (ex-Lenana) thus for me its PERSONAL… I will defend my alma mater against these marauders.
beth idiot mugo is doing this to “buy” votes, benefit her henchmen & perhaps personal monetary gain.
I refuse to stand by & do nothing. Whether kibaki, raila or mugo, if you go after my alma mater, I will defend her.
I read you my brother and sorry for my misconception
pesa tu: Seems every high priced company will have shareholders screaming for splits at AGM’s – Jubilee, now KPLC
propaganda: google has almost nothing on CAPSEC
coldtusker: Lenana will prevail
Jimmy: Karibu
J K: noted
Banks: Turns out Capsec is actually Isaac Takawira, the guy Adan Mohamed replaced as chief executive at BBK. Takawira went down to SA, ran Barclays Capital for a while and has now bought BARS — which was bleeding Sh250 million (a year? in the last three years?) — for Sh28 million. Now that’s keeping the mess in the family!
Takawira’s son has purchased FSM Media Company that owns FSM Money, an African business journal.
http://www.fsmmoney.com is the website.