Mashonaland Turf Club, a minority shareholder in Meikles Limited, has filed an application with the High Court of Zimbabwe’s Commercial Division, seeking relief over alleged corporate governance issues and oppressive conduct by the company’s majority shareholder, Meikles Consolidated Holdings Private Limited.
According to court documents seen by Nehanda Radio, Mashonaland Turf Club has alleged that Meikles Limited’s affairs are being conducted in a manner that is prejudicial to the interests of minority shareholders.
The club has cited several instances of alleged misconduct, including the reinstatement of the company’s CEO, Malcolm Mycroft, who had been fired by the board and replaced by Matthew Moxon. The applicant viewed the appointment of Matthew Moxon as “progressive”.
“On the 1 of October 2024, the 1st Respondent’s Board of Directors convened a board meeting. At the said board meeting, the board resolved inter alia, to remove Malcolm Mycroft as the Chief Executive Officer and Ex Officio director of the 1st Respondent and to appoint Matthew Moxon as Acting Chief Executive Officer of the 1 Respondent.
“I believe the removal of Mr. Mycroft was because of various issues which were later revealed in a statement issued by the 1″ Respondent’s directors post the fact, I will relate to these later in this affidavit,” said Christopher John Smith who is the steward of the applicant.
“At a board meeting held on the 1” of October 2024, the 1st Respondent’s board removed Mr. Mycroft as Chief Executive Officer and appointed Matthew Moxon as acting Chief Executive Officer.
“This appointment was circulated extensively in all forms of media and viewed by many, including myself, as a progressive appointment and a natural succession given the age, qualifications and heritage of Matthew Moxon.”
The court documents also alleged that Meikles Limited’s chairman, John Moxon, has a conflict of interest due to his association with the majority shareholder and has been interfering with the board’s decisions.
The club further alleged that the company’s assets, including the Victoria Falls Hotel, are being disposed of without proper oversight and transparency.
At the centre of the dispute is also the sale of Meikles Hotel to ASB Hospitality for US$20 million, with Smith claiming that higher offers were deliberately kept from the board.
The applicant has also alleged that the sale of the Cape Grace Hotel was not strategically justified and that the proceeds have not been fully accounted for.
Smith, on behalf of Mashonaland Turf Club, is also contesting the interest-free loan of US$11.7 million granted to Meikles Consolidated Holdings, the majority shareholder, which he claims lacks transparency and may not be in the best interests of minority shareholders.
Mashonaland Turf Club is seeking a court order to preserve the status quo and prevent any further disposals of the company’s assets until the governance issues are resolved. The club is also seeking the removal of John Moxon as chairman due to his alleged lack of independence.
The Zimbabwe Stock Exchange (ZSE) has since suspended the trading of Meikles Limited shares until governance issues are resolved.
Two weeks ago, the directors of Meikles Limited issued a statement to address allegations of corporate governance failures made by Meikles Consolidated Holdings (Pvt) Ltd and its representative, Moxon.
The statement was meant to set the record straight regarding the events surrounding the board meeting of October 1, 2024. According to the directors, the meeting was called by Moxon himself, and the agenda was prepared with his direct approval.
The main item on the agenda was the potential disposal of Meikles Limited’s shareholding in Meikles Hospitality (Pvt) Ltd, which owns 50% of the Victoria Falls Hotel business.
The directors revealed that Meikles Limited had received unsolicited offers to purchase its share in the Victoria Falls Hotel business, including a US$25 million offer from ASB Hospitality Zimbabwe (Pvt) Ltd in 2022.
However, the directors alleged that John Moxon falsely informed ASB Hospitality that the board had resolved to accept the offer.
The directors stated that John Moxon’s actions were unauthorised and that the board had not considered the offer.
They also alleged that Mycroft, the then CEO of Meikles Limited, signed a Memorandum of Understanding for the disposal of the 100% shareholding in Meikles Hospitality (Pvt) Ltd without notifying the board or seeking its direction.
Mycroft later disclosed that he had signed the MOU on Moxon’s instruction.
The directors emphasised that their role is to act in the best interests of all shareholders, including minorities, and to protect them from shareholders like Meikles Consolidated Holdings (Pvt) Ltd who want to be involved in the board affairs of Meikles Limited.
They also stated that they had engaged the ZSE on all the governance issues and had no intention of clinging onto board positions.
