HealthPlus responds  via a public notice, and this is the main paragraph:

“At the time of the equity investment in 2018, Mrs. Bukky George transferred 95% ownership of HealthPlus to a new entity called HealthPlus Africa Holdings Limited (incorporated in Mauritius), whilst retaining 5% shares in her own name. HealthPlus Africa Holdings Limited is owned by Mrs Bukky George (46.2%) and Idi Holdings (53.8%). Idi Holdings is Alta Semper’s investment vehicle. In essence, Mrs. Bukky George owns (directly and indirectly) 48.9% of HealthPlus and is the only Nigerian registered Pharmacist shareholder and director in the Company.”

Click here for more on this.

This makes this case challenging because if this investor pays up, technically, the private equity firm is the majority owner of HealthPlus. But yet, despite this public notice, no one knows the voting structure. Mark Zuckerberg controls less than 30% of Facebook but holds about 60% of its voting rights. Largely, even in its public notice, HealthPlus is not providing clarity.

Very strange things here…why do you have to indirectly own your company? At the end, the math worked against you!!!

PUBLIC NOTICE

Re: Health Plus Limited

Over the last few days, there have been in the news and social media, stories of the removal of Mrs. Bukky George as CEO of Health Plus Limited (‘HealthPlus’), the appointment of one Mr. Chidi Okoro as Chief Transformation Officer, and the attempted hostile takeover of the Company by agents of Alta Semper Capital (a foreign private equity firm which invested in the Company in 2018). It has therefore become necessary for the Company to issue a formal statement on the on-going dispute and set the record straight. Apart from matters of illegality and violations of extant Nigerian legislation that trail and taint the transaction (which are being articulated in Court), the following is a summary of the actual facts.

Background

HealthPlus was founded in 1999 by Mrs. Bukky George, and is Nigeria’s first integrative pharmacy and the largest and fastest growing pharmacy chain in West Africa. As of March 2018, it operated 76 retail pharmacy and beauty stores, with presence in 11 States and the FCT, employing 800 Nigerians and was already the largest private employer of pharmacists in Nigeria.

In 2018, HealthPlus partnered with Alta Semper Capital LLC UK to inject fresh capital to grow the business. Alta Semper pledged Africa-focused, healthcare-focused, flexible capital to take advantage of the opportunities in the marketplace in order to scale the business. The investment into HealthPlus was to enable the Company to capture the pent-up demand for high-quality yet affordable medicines, healthcare products and beauty supplies, to rapidly expand the Company’s footprint across Nigeria, establish a distribution centre, develop B2B channels and e-commerce. Alta Semper Capital undertook to commit USD18 million into HealthPlus whilst retaining Mrs. Bukky George as CEO.

Litigation

At the time of the equity investment in 2018, Mrs. Bukky George transferred 95% ownership of HealthPlus to a new entity called HealthPlus Africa Holdings Limited (incorporated in Mauritius), whilst retaining 5% shares in her own name. HealthPlus Africa Holdings Limited is owned by Mrs Bukky George (46.2%) and Idi Holdings (53.8%). Idi Holdings is Alta Semper’s investment vehicle. In essence, Mrs. Bukky George owns (directly and indirectly) 48.9% of HealthPlus and is the only Nigerian registered Pharmacist shareholder and director in the Company.

Alta Semper Capital provided part of the first tranche of USD10 million with which the Company achieved several of the initiatives in its business plan. However, it soon appeared that they (Alta Semper) were unable to come up with the balance of the equity investment.

In May 2020, after 15 months of delayed funding, breached agreements, unmet expectations, dwindling inventory, reputational damage to the Company and its founder, and an attempt to ‘promote’ Mrs. Bukky George to the position of Chairman; Mrs. Bukky George instituted legal action at the Lagos Division of the Federal High Court [in Suit No. FHC/L/CS/609/2020] seeking reliefs aimed at stopping Alta Semper Capital and its nominees from running and managing the Company in an oppressive and prejudicial manner and in disregard of her interests as a shareholder. There is pending in that case a Motion on Notice for Interlocutory Injunction dated 27th May, 2020 seeking to restrain the Respondents from removing her as CEO.

Upon being served with the Court process, the Alta Semper Capital nominees who are Respondents to the suit did not file any defence, but appealed that the parties mediate their dispute. They, however, chose to truncate the mediation process after three (3) meetings over a period of three (3) months. Their intransigence frustrated Mrs. Bukky George’s other nominee director and the Chairman into resigning from the Board. The Board (which by the transaction documents MUST comprise of five (5) members) now has just three (3) directors and has not met for the last six-months. The next time that Mrs. Bukky George heard from the Alta Semper Capital nominees was when they wrote to her, on 25th September 2020, wrongfully and unlawfully stating that they had terminated her appointment as CEO – when in fact they had no authority or power to do so.

The Takeover Attempt

On Wednesday 23rd September, 2020, Mr. Zachary Fond and other agents of Alta Semper Capital flew into Nigeria and were allowed entry on Visa on Arrival (“VoA”) basis. In what appears to be a clear violation of the conditions of their respective VoA, they have been unlawfully parading themselves as Executive Directors of HealthPlus. They have (albeit without any authority) sought to involve themselves in the day-to-day management of HealthPlus by inviting staff to meetings, purporting to issue directives, and issuing press statements, letters and mails on forged Company stationery to suppliers, bankers, security operators and regulators.

On Friday 25th September 2020, Ms. Afsane Jetha and Mr. Zachary Fond in complete disregard of the pending Motion on Notice co-signed a letter on forged Company stationery purporting to terminate Mrs. Bukky George as CEO of the Company. The settled position of the law in Nigeria is that any attempt to remove Mrs. Bukky George as CEO whilst the application for interlocutory injunction is still pending amounts to flagrant disregard of, and an affront on the authority of the Court.

The Legal Position

Mrs. Bukky George remains the Founder & CEO of the Company and continues to run the Company with the support of staff, suppliers, customers, landlords, banks and service providers – who have related with her over 20 years, who believe in her and her vision, and have helped her build the Company to the enviable brand it has become. The purported termination of her appointment as CEO cannot stand in law.

This Notice serves as a caveat to the general public, the Pharmacists Council of Nigeria, Pharmacy Associations, our staff, loyal customers, vendors, landlords, bankers and all stakeholders to disregard all communication from Alta Semper Capital and or its nominees and agents. They do not have any authority to issue directives on behalf of or bind Health Plus Limited. The dispute is sub-judice.

Dated the 29th of September, 2020

It is a new redesign – Google wants to spread $1 billion to media outlets around the world. Facebook had also flown a similar plan. Yes,  aggregators are providing help to the disintermediated, and that is a good thing. But never think Google has become Father Christmas. It knows the temperature and feels the heat:  the regulators are circling Google, and it needs to stay ahead of them with this ignition gift.

Google is implementing a new licensing program that will enable it to pay news media outlets for their contents. The program will take more than $1 billion over the next three years.

The Silicon Valley giant has signed licensing deals with about 200 publications in select countries with plans to add more and expand geographically.

The program is part of Google’s attempt to address the challenge of poor revenue generation hitting news organizations, especially in the COVID-19 era. The crippling impact the pandemic unleashed on the global economy, forced news organizations to take drastic measures, including downsizing, to stay in business.

Hello Nigeria’s consumer watchdog, a small shaking of Google Nigeria will open this wallet for Punch, Guardian, Thisday, Sun and Vanguard. If not, they get nothing. The problem I have articulated in my “Law of Diminishing Abundance of Internet.” Nigeria needs to make noise to get the attention of Google as it shares this money to save media!

Law of Diminishing Abundance of Internet: It is a construct that some companies become poorer even when they are growing in numbers of customers reached. That applies to industrial sectors like publishing and telecoms. The lesson here is that risk in any business model must be examined from the lens of this mirage abundance which Internet has provided in some sectors.

Our hearts to families affected. I always like to get out of discussing job cuts as I know what a job does in a life, a family and a community. At Alade Avenue, Ikeja, where I lived when I worked in Diamond Bank Lagos, the area boys hanging along the Fela family residence gave me a title “Chairman”.  

Whenever Diamond Bank paid me one of those mammoth salaries – money everywhere – and to celebrate it, I called all the area boys, paid out the mama put and asked them to eat all the food. It was one way of getting even with skipped meals while in college.

That said, learning that Chevron Nigeria is trimming its workforce to a really high number – 25% – is painful. But if you look, Shell is doing the same thing. Royal Dutch Shell Plc plans to cut 9,000 jobs globally, including Nigeria, as part of its cost-cutting measure to manage oil crash.  Largely, the oil & gas sector is going through a structural redesign.

Chevron Nigeria Limited has announced it will lay off a quarter of its work force.

The firm said Friday it was “reviewing its manpower requirements in the light of the changing business environment”.

The company said it will continue to evaluate opportunities to improve capital efficiency and reduce operating costs.

“In this process, the company will be streamlining its workforce and improving service delivery and overall performance at all levels,” the company said in a statement signed by Esimaje Brikinn, General Manager, Policy, Government and Public Affairs.

The statement noted that the aim is to have a business that is competitive and an appropriately sized organisation with improved processes.

[…]

Meanwhile, the Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN) has vowed to resist the move “with all available tools”.

In a statement issued by Chevron Branch of PENGASSAN and signed by its Branch Chairman, Ete Oyegbanren, and Branch Secretary, Lavin Aghaunor, the union claimed the affected workers have already been locked out from the office by Chevron Nigeria Limited under the guise of COVID-19 restrictions.

Our world is changing rapidly before us, and the oil & gas sector is going through this rapid change, with massive career dislocation at scale. Indeed, this no-fossil future is moving faster than most of us think. Yes, do not be surprised if Shell becomes a renewable energy powerhouse in 30 years as I do think that the future of global energy would be electrons and not carbons.

That the oil sector labour union is protesting is expected. It is a tough one because unlike public sector workers, there is no treasury to tap into, in perpetuity, to cover the bills. Nigeria has only four core sectors – financial services, oil & gas, telecoms & foreign funded startups – that pay good wages. If oil & gas begins to see cracks, the implication would be massive across communities.

Time for that diversification to happen in Nigeria.