After Mwana Africa Plc released a circular this week announcing that a group of European-based minority shareholders led by Ian Dearing had called for an Extraordinary General Meeting (EGM) seeking to remove four independent non-executive directors from the board of the group, it could have been easily dismissed as just another case of shareholder activism.
BY CHRIS MURONZI
In an era where shareholder activism is rife, forcing big institutional and wealthy investors to lend an ear to various petty and genuine grievances, it seemed like another storm in a tea cup.
Dearing, a minority in Mwana, in concert with others holding 5% of Mwana’s total issued share capital, is seeking to remove Zimbabwean directors Ngoni Kudenga and Herbert Mashanyare as well as South Africans — Stuart Morris and Johan Botha — from the board and replacing them with Scott Morrison, Mark Wellesley-Wood, Oliver Barbeau and Anne-Marie Chidzero.
The outfit calling itself “Concerned Shareholders Group” seemed bonafide, save for the fact that one of its proposed directors is a former chairman of Mwana, who had unanimously been voted off the board.
Wellesley-Wood, the shortlisted director, had been appointed chairman in September 2013 with Mwana Africa CEO Kalaa Mpinga at the time praising him for his “considerable operational and corporate experience”, which he said would assist the firm in delivering value from its assets.
Then five months later, the Mwana board unanimously voted for the removal of Wellesley-Wood.
In a circular this week the company had this to say about his appointment at the time: “After a short period of time, it became apparent that Mark Wellesley-Wood did not fit with the corporate culture of the group, nor did he share the strategic vision for the company and in February 2014 was unanimously asked to resign by the board. Following this unanimous decision, the board does not believe reappointing Wellesley-Wood to the board to be in the best interest of the company.”
Although he denied talk of having been involved in a surreptitious hostile takeover, his comments to miningmx.com this week could lend credence to such speculation.
Such accusations would not be fresh against the man, who was once described by the late South Africa mining magnate Brett Kebble as a “pin-striped bandit”.
Wellesley-Wood has a controversial past and he admits.
He told miningmx.com, a respected online mining publication this week that he had been approached by minorities.
Wellesley-Wood said: “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.”
After his abrupt removal from the board, he said: “there was a disagreement over strategy and that was it.”
Asked on his plans at the time, he said: “I am officially retired and have no professional full-time objectives.”
A year later, he has come out of retirement.
Wellesley-Wood says he is, however, not on a revenge mission.
“This is not about revenge. This is about focusing on the company’s operations and shareholder value,” he told the publication.
He has a checkered history.
After he was hired by the Kebbles — Roger and the late Bret — of South Africa to run DRD, a Johannesburg stock exchange-listed gold mining group in 2000, Wellesley-Wood immediately courted controversy for fighting his bosses for five years in a messy corporate brawl that saw Roger being axed from DRD and spending a night in a cell over a fraud charge involving R6,4 million.
According to reports, Roger accused Wellesley-Wood of snatching control of DRD through “a devious and highly questionable strategy”, as well as delaying the listing of Randgold Resources, a UK and US-listed entity. He held the position of both executive chairman and CEO after the fallout with the Kebbles.
Bret was mysteriously gunned down in Johannesburg in 2005.
In March this year, Wellesley-Wood joined the board of Tri-Star Resources as non-executive chairman
According to the AIM listed firm, Wellesley-Wood had been working as a consultant to Tri-Star since November 2014 and had been involved in all areas of the company’s activities including, in particular, the Oman Roaster Project.
He took over from Adrian Collins, who remains on the board as the senior independent non-executive director.
In the board restructuring, a Tri-Star Resources director Brian Spratley stepped down from the board but continued in his executive role as technical director.
Two other directors, Jocelyn Trusted and Mike Hirschfield, resigned as non-executive directors.
It is not clear if Wellesley-Wood had a role in the board restructuring.
While Collins congratulated him on his appointment, such niceties are normal in the corporate world where unceremoniously fired executives get flattering send offs in announcements and newspaper adverts, which read out like a happily ever after tale.
For a man once called a “corporate bandit” by his former boss, the upcoming EGM slated for June 9 will judge if he is as “devious” as he has been described.
Analysts say this could be a case of shareholder activism meet personal interests in the Mwana issue.