Former Adcock Ingram chairperson Dr Khotso Mokhele
Pharmaceuticals group Adcock Ingram on Wednesday announced the resignation of nonexecutive director and chairperson Dr Khotso Mokhele with immediate effect, following letters by Adcock shareholders Bidvest and the Public Investment Corporation (PIC) demanding this.
Bidvest held 34.5% of the total issued share capital of Adcock, while the PIC held 21%, giving the two companies a collective 55.5% shareholding in the group.
Adcock said it had, at about 15:40 on Tuesday, received two separate but virtually identical letters from Bidvest and the PIC, demanding that by 17:00 on Tuesday the Adcock board procure the resignation of Mokhele and appoint four nominated individuals to the company board.
“In the letters, Bidvest and the PIC each further advised that in the event that the Adcock board failed to comply with the demands by the appointed time, the letters would constitute written notices by Bidvest and the PIC in terms of the Companies Act and the company’s memorandum of incorporation to call a meeting of Adcock shareholders for the purposes of considering and approving resolutions to remove Mokhele as a director of the company and, accordingly, chairperson; and to elect each of the nominated individuals as directors of Adcock,” the company explained.
The letters also stated that should the Adcock board fail to convene the shareholders meeting by March 4, Bidvest and the PIC had reserved the right to look to the court to order the board to convene the meeting.
Adcock on Wednesday advised its shareholders that it had convened an urgent meeting on Tuesday afternoon to consider the contents of the letters; however, the deadline stipulated by Bidvest and the PIC to respond to the letters did not allow adequate time for the Adcock board to properly consider the demands made or follow its own corporate governance processes regarding the appointment of directors and, therefore, the written notices to convene a shareholders meeting had come into operation.
“The Adcock board wishes to advise shareholders that it intends to convene the requested shareholders’ meeting,” the company said.
Further information regarding the meeting, including a notice of meeting and the resolutions for consideration by Adcock shareholders would follow in due course but in any event no later than March 4.