Meikles Limited directors “set record straight”

THE directors of Meikles Limited have responded to allegations of corporate governance failures made by Meikles Consolidated Holdings (Pvt) Ltd and its representative, John Moxon.

The statement, signed by Stewart Cranswick, Rugare Chidembo, Simon Hammond, Matthew Moxon, and James Mushore, says it was “setting the record straight” and provide context to the events surrounding the board meeting of 1 October 2024.

According to the statement, the meeting was called by John Moxon, the Chairman of the Meikles Limited Board, 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.

John Moxon

The directors stated 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. Another offer of US$20 million was made by ASB Hospitality on 12 May 2024, which was non-negotiable and valid until the end of May 2024.

According to the directors alleged that John Moxon wrote to ASB Hospitality on 17 June 2024, stating that the board had resolved to accept the offer, which was untrue.

“Meikles Limited is pleased to inform you that the Board has resolved to accept the offer made by ASB Hospitality (Pvt) Ltd with its underlying (and only) asset being the 50% interest in the Victoria Falls Hotel operating partnership. The Board will recommend the sale to shareholders,” Moxon wrote to ASB Hospitality.

But the board had not considered the offer, and no strategic motivation or valuation had been made.

“The Board of directors of Meikles Limited HAD NOT even considered the offer. The board had not resolved to accept the offer. The board had not agreed to recommend the offer to Meikles Limited shareholders,” the directors stated.

“No strategic motivation had been made to the board of Meikles Limited for its consideration.

“No valuation had been made in respect of the 50% share of the Victoria Falls Hotel Partnership.

“The 50% share of the Victoria Falls Hotel Partnership was not the only asset in Meikles Hospitality (Pvt) Ltd. There were other assets, including a loan of US$11.7million owed by Meikles Consolidated Holdings (Pvt) Ltd to Meikles Limited. This loan is due for payment on 30 June 2025. Meikles Consolidated Holdings (Pvt) Ltd is the vehicle through which John Moxon holds his indirect interests in Meikles Limited.”

The directors also stated that Malcolm Mycroft, the then CEO of Meikles Limited, signed a Memorandum of Understanding for the disposal of the 100% shareholding in Meikles Hospitality (Pvt) Ltd for US$20 million on 6 July 2024 without notifying the board or seeking its direction. Mycroft later disclosed that he had signed the MOU on the instruction of John Moxon.

The directors removed Mycroft as CEO of Meikles Limited, but he has since made a High Court Application, which is yet to be heard.

The directors also addressed allegations made by Moxon that they had violated corporate governance principles. They stated that Moxon was not present at the board meeting of 1 October 2024 and had not sought to be briefed on what transpired. They also pointed out that Moxon had signed statements containing false and misleading information without verifying the facts.

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 Zimbabwe Stock Exchange on all the governance issues, including the fact that John Moxon’s position as Chairman of the Meikles Limited Board is unlawful as he is not an independent director.

The directors further stated that they had no intention of clinging onto board positions and would gladly depart after ensuring that the other shareholders and interested stakeholders in Meikles Limited are protected.