Monday, December 04, 2006

Diamond Trust EGM

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 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 allows 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 not disallowed from doing business with 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.
- 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 the 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.


Ssembonge said...

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."

propaganda said...

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.

Anonymous said...

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!

Anonymous said...

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"?

gathinga said...

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.

bankelele said...

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.

pesa tu said...

@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.

propaganda said...

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".

coldtusker said...

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...

Anonymous said...

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.

Anonymous said...

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!

Anonymous said...

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.

Anonymous said...

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.

Anonymous said...

I read you my brother and sorry for my misconception

bankelele said...

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

propaganda said...

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!

propogee said...

Takawira's son has purchased FSM Media Company that owns FSM Money, an African business journal. is the website.


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