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Ownership And Control in Nigeria: Before You Sign That Investment Document

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Selected firms with sub-optimal founder-investor relationship

These companies have one thing in common: investor-founder relationship is sub-optimal, BusinessDay notes.

The situation is also extended to the health sector. PathCare, founded by Richard Ajayi, a renowned Lagos-based medical doctor, was acquired by Europe’s largest lab operator Synlab in 2017. Synlab, owned by private equity firm Cinven, did not publicly announce how much it invested in PathCare, which, as of that time, was Nigeria’s largest private pathology laboratory company.

However, Ajayi had said the company bought back a 26 percent stake held by PathCare South Africa, its former parent company, year before the Synlab deal, according to a Reuters’ report.

I help founders with clarity and visibility to  navigate the challenging waters of venture capital and private equity worlds. Under our private client services, we provide that leadership.  Founders, you need experienced and sharp minds, with a core entrepreneurial antennae even though they may not be heavyweights in the home soils of moneymen.

As you sell part of your company and the investor brings the funds, unless there is  a clear understanding on the values derivable, bad things will happen. Yes, after the press statements and media interviews, companies have to be built. So, as you rush to declare a new fundraise, remember that by next quarter, you MUST answer what you did with that money. If not, there would be trouble.

While it is easy to think the investor is a bad guy, always be reminded that the investor is just doing his or her work. Yes, most times, they raise money from others to invest in companies. In other words, investors are also companies who have to answer to their  limited partners.

What is it the venture capitalist or the private equity firm bringing to that business? Do you know that investor very well? Have you done your due diligence? Note this: some of the draconian terms and clauses in that document is because the investor is trying everything possible to protect his or her  “money”. That does not make him or her bad. It is your responsibility to explain and provide assurances so that both can attain a better equilibrium with lesser stress.

As this happens, I call on the Federal Government of Nigeria to develop a mechanism to ensure that close to N10 trillion we have in pension funds can be used to support growing startups in Nigeria. Yes, if we commit just 5% for credible growth startups in Nigeria, the pressure to raise foreign funds, at all costs, will go since there would be an alternative capital within Nigeria.

Sure, we need to make sure we do not play the lottery with pension funds. Yet, Nigeria must work out a way to change the funding climate.

At Tekedia Mini-MBA, we are preparing project champions and founders on ways to avoid founder-investor frictions by nurturing them on the legal mechanisms of markets.

Next week in Tekedia Mini-MBA, we will be looking at Business & Commercial Law, and Contracting, Negotiation and IP by two legal minds: Chukwuemeka Mbah (LLB, BL, LLM) and  Jeff Chineme Maduka (LLB, BL, LLM). After the courses, they will return for Tekedia Live. I invite you to pass through Tekedia Mini-MBA as you build. Early registration has started for the next edition.

Max Rides $22 Million Bond – A New Funding Model for Nigerian Startups

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Max, the motorbike-hailing company in Lagos, before it pivoted and expanded into other major cities is inventing something new: private bond placement for Nigerian tech startups. A bond is a fixed income instrument (loan-like) made by an investor to a borrower. Typically, our startups have gone for debts or equity; bond is a new redesign. The news that Max successfully issued a one year $1 million fixed-rate notes under a newly structured $22m bond program shows the bond strategy has a promise.

Metro Africa Xpress (“MAX” or “MAX.ng”), the leading mobility platform in Nigeria and West Africa, today announced the successful issuance of a ?400m 1-year fixed-rate notes (the “?400m Series 1 Bond” or the “Bond”) under its newly structured ?10bn/$22m Private Company Bond program (the “PCB Program”).

The ?400m Series 1 Bond is MAX’s first-ever bond issuance and the first bond issued by a mobility company in Africa. Despite the challenging global economic backdrop, the Bond, distributed through a private placement, received strong interest from highly reputable local and international fixed income investors that are seeking exposure to a high-quality issuer like MAX.

The Series 1 Bond is the first issuance under MAX’s multi-currency ?10bn ($22m) PCB Program, which was structured in line with our mission to build the technology and financing infrastructure for mobility across Africa. Proceeds from the Bond shall be used to fund MAX’s growing asset financing program across 2-wheeler, 3-wheeler and other vehicle classes in Nigeria and beyond, as MAX continues to institutionalize driver financing across the continent.

The transaction and the PCB Programme were both arranged by DLM Advisory (“DLM”), a Nigeria-based SEC-regulated full-service Developmental Investment Bank that combines advisory, origination, underwriting and distribution capabilities. DLM has built a successful track record of structuring, participating in and delivering bespoke and innovative capital raising solutions to sovereign entities as well as public and private organizations. (from The press release)

Largely, private companies, which are not yet ready for the public market, go through the path of bonds when they do not want more dilution of ownership or more precisely sell more shares to investors.

Expect more of this in the next coming months as startups begin to pay more attention to the shares they are selling,, and the broad ownership and control. Indeed, most founders might have sold lots of ownership at low valuation and with their businesses looking promising, they may be hesitant to lose more control. With the debts market exceedingly challenging, private bond placement may be the new normal. Of course, no one knows why Max is going this path instead of the typical equity-based capital raise.

The Frightening Disclosure on Supposedly Healthplus – Alta Semper Agreement

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A private equity firm which supposedly invested $18 million in Healthplus, the pharmacy chain in Nigeria, claimed the management of Healthplus is not executing as desired. Healthplus Management disputes that assertion, maintaining it was an excuse to do something horrible to the firm. As that happens, litigation is flaring up. The PE, Alta Semper Capital, has “changed” the CEO of the company, and claiming to be the majority shareholder, plans to take control of the company operations. Then, I read this from Nairametrics.

  • The new funding was to enable the company to expand its retail footprint and enhance its competitive position.
  • It had approximately 80 locations across the country at the time and currently has about 90 branches.
  • HealthPlus Ltd is owned by HealthPlus Africa Holdings Ltd, with a 94,998 ownership, while Bukky George owns 5,002 shares; thus, 94.9% ownership and 5.1% ownership respectively.
  • Nairametrics understands that Bukky George owns less than 50% of HealthPlus Africa Holdings, while Alta Semper owns majority shares in the holding company, estimated at between 53% and 55%.
  • Sources inform Nairametrics that HealthPlus makes about N5 billion in revenue annually.

Did it mean the company was worth about $20 million since the new “investment” was $18 million? And the owners lost the majority on that? Healthplus is a category-king company and certainly should be in multiples, in my opinion.

Alta Semper, also known as Idi Holdings, had announced a $18-million investment into the health firm in 2018.

However, founder Bukky George told BusinessDay that Alta Semper Capital LLC UK (AS) announced an $18 million investment in HealthPlus on March 15, 2018, but paid up $10 million as Tranche 1. Tranche 2 was due 12 months later.

She said the pledged funds were never fully disbursed in order to implement the firm’s strategic objectives, stressing that its growth journey had been fraught with serious challenges, unmet expectations, and erosion of market share and brand equity.

If this is true, the Nigerian government should do what they did when Philip Osondu signed out his life, on contract, to play for an European team for life! Yes, a team tricked Osondu with a football contract. And he was never going to be a free man, in football. Quickly, the then Nigeria Football Association (NFA) put a rule that all foreign contracts to Nigerian players must be vetted by NFA to prevent that type of evil. Sure, no one needs government on private commercial deals! 

Here, the problem is not just the equity holding percentage but the voting power of the class of shares. There are many things which look severely troubling here. We hope it ends well as Healthplus is already bleeding value. Yes, few will supply them drugs under this climate unless they prepay.

While there are issues here, I do not think this valuation makes sense for the possibly largest modern pharmacy chain in Nigeria. No wonder, some stakeholders are pushing for changes in the agreement. What is happening here is complex and frightening, and every founder should learn from it.

HealthPlus Warring Factions Should Enter Arbitration Before Value Gets Destroyed

Indian Smartphone Market to Witness New Wave of Competition

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Social media is huge in India

Apple suppliers, Foxconn, Wistron and Pegatron are planning to invest nearly $900 million in India in the next five years. The move is masterminded by a new production-linked incentive (PLI) that is designed to encourage Indian export.

Reuters reported that the PLI scheme has $6.65 billion cash incentives that encourage companies to increase sales of locally-made smartphones over the next five years, compared with 2019-20 levels. According to sources who spoke to Reuters on anonymity, the three Apple suppliers are planning to invest under the scheme.

The sources said Foxconn has applied to invest about 40 billion rupees ($542 million), while Winstron and Pegatron are investing about 13 billion rupees and 12 billion rupees respectively.

The initiative will be a big boost for Apple, though it’s not clear if the deal will involve other smartphone makers. Foxconn and Winstron make devices for other companies globally, while Pegatron makes for Apple only.

India is planning to transform into an export manufacturing country through the PLI scheme, and sources said the vast majority will be focused on expanding iPhone manufacturing.

According to one of the sources, Wistron is planning to double the assembling of second-generation iPhone SE from 200,000 to 400,000 monthly in India. Under the PLI scheme, it will cater to export demand of iPhones from India. The move is expected to create 10,000 jobs.

While there are Chinese companies to contend with, Apple seems to be the focus. One of the sources explained that Foxconn, which also assembles devices for Xiaomi in India, already has the manufacturing capacity that fits any export plan, meaning that the PLI will be largely about Apple.

One of the sources said Pegatron is yet to start operation in India but is in talks with several states, with Tamil Nadu in the south emerging as a frontrunner for a planned plant to manufacture Apple devices.

The PLI will help Apple to take a position beside Xiaomi and Samsung in the Indian market, and diversify its supply chain beyond China. In China, Foxconn is Apple’s main iPhone assembler and has been largely responsible for Apple’s iPhone production in Zhengzhou. The Chinese city has come to be known as “iPhone city” because half of the world’s iPhones are made there.

As Apple is working to meet the deadline on the release of iPhone 12 and three other editions, Foxconn appears to have Indian operations in mind to boost Apple’s supply chain from India. Apple is preparing its supply chain for 75 million iPhones this year, which is in tandem with the orders of last year’s iPhone 11.

But it could be more than that, with its record of yearly increment in sales, orders for iPhone 12 could go far higher than expected despite the impact of COVID-19 pandemic, and that means a need to operate another large manufacturing hub away from Zhengzhou.

Local manufacturing has become a strategy for smartphone producers to cut the cost of devices, and a large market like India deserves a manufacturing plant for Apple.

“India is key to Apple’s global ambitions as it expands beyond China. It offers a strategic market to them where skilled labor is cheaper as compared to other manufacturing destinations, the size of the internal market is huge and the export potential is enormous,” said Tarun Pathak, an associate director at tech researcher Counterpoint.

Local manufacturing helps companies to avoid import-based taxes and produce more affordable smartphones. Apple started to assemble a low-cost phone in India in 2017, through Wistron’s local unit in the tech hub of Bengaluru. In 2019, it involved Foxconn and Wistron as it started to assemble iPhones.

The PLI has thus opened a new wave of local production competition between smartphone manufacturers. Samsung has a mega mobile phone manufacturing plant in New Delhi, where it tests new devices and assembles them for export.

With the smartphones giants taking on online stores in India to maintain sales in the face of the pandemic, the Indian market competition is about to take a new turn.

The Amazon Magic – Pay Bills By Waving Your Palm

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Call it one of the evolutions out of Covid-19. Yes, no one wants to touch anything. And if you can avoid a credit card swipe, even better. So, the latest news is that Amazon has created a way for people to pay with waving their palms. Of course, that palm has to be linked to a loaded bank or credit card account. The system simply uses the biometrics on the palm to validate the payer and allows payment to go through.

Amazon has been working on making cashiers redundant for years, and that effort just got one step closer. This week the e-retail giant introduced Amazon One, allowing customers at its Amazon Go stores to pay with a scan of their palm prints, which is linked to a credit card on file (read how it works here). The innovation could allow for more shopping convenience but raises privacy concerns around allowing a major corporation to collect biometric data. It also begs the question of what happens to the millions of Americans employed as cashiers.

To all the privacy advocates, as I say, you are fighting a lost battle because humans are increasingly “un-privacytizing” themselves at scale. And they seem to be fine with that trajectory.  A few decades ago, resumes were confidential documents, today, here we are on LinkedIn. When you count  that people stream when they are brushing teeth on YouTube, you get the idea.

Now, Amazon takes it to another level: drop the plastics, we have got palms. Why not like a world without card plastics?

I predict in 10 years, most will ask for a biochip on their foreheads so that the palm can be playing games on their phones while the forehead does the paying. But note one thing: wave hand, show foreheads, etc the bank account must be loaded for the payment to go through. Not sure any invention is coming soon to override that requirement!