South Africa | More woes for Pembury: CEO wants board reconstituted after being suspended

Pembury Lifestyle Group CEO and major shareholder Andrew McLachlan – who was suspended late last month – has, with two other shareholders, demanded an extraordinary general meeting of shareholders with a view to reconstituting the board, according to a statement issued on Monday evening.

This follows an announcement late last week that Moore Stephens, the previous auditors of PLG, had served separate applications for the provisional liquidation on Pembury Schools, PLG Retirement Villages and PLG Properties, which the group said it would be opposing on grounds that it was disputing the fees charged by Moore Stephens. It would also try to settle the matter amicably, the board said. 

Andrew McLachlan holds some 46% of the voting rights in the company. The demand was received from him and Joan McLachlan – an immediate family member – who holds a further 5% of the voting rights; as well as Jason McLachlan, an extended family member, who holds another 2.87%, the PLG board said.

"In terms of the demand, the representatives propose that the board be reconstituted," it said in a statement issued on the JSE Stock Exchange News Service.

Notice of the meeting will be issued within 10 business days as per the JSE Listings requirements, it added.

The group said, late in January, that it had suspended McLachlan and was investigating him for alleged flouting of corporate governance guidelines, Fin24 previously reported.

Pembury, which owns schools and retirement villages in Gauteng, Limpopo and Northwest, said it had asked the CEO to temporarily step aside because it has been alerted to several concerns which it would be investigating. It did not elaborate further on what these concerns related to. It has also issued no further updates on the investigation. 

McLachlan was placed on temporary leave just two weeks after Pembury’s group financial director, Willem Marais, resigned with immediate effect on 10 January, leaving the group without leadership in two of the most senior executive positions.

Shortly after that, the external auditors of PLG resigned with immediate effect, the group announced. Nexia SAB&T's reasons for resigning were said to relate to the resignation of key finance staff and the concerns raised around compliance and corporate governance practices.

Pembury's board said at the time that it was trying to address various concerns "in a constructive manner".

Fin24 reported earlier that Pembury had previously faced allegations that some of its schools were not registered with the Gauteng department of basic education. In response, the group issued a statement, saying that the schools that weren't registered had submitted their applications, some as far back as in 2018.

Pembury's share price has lost over 90% of its value since it listed in 2017. In March 2017, shares were valued at R100. On Monday afternoon, they were valued at R4.