The Frightening Disclosure on Supposedly Healthplus – Alta Semper Agreement

The Frightening Disclosure on Supposedly Healthplus – Alta Semper Agreement

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

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9 thoughts on “The Frightening Disclosure on Supposedly Healthplus – Alta Semper Agreement

  1. To run a successful enterprise, these three capabilities must be present:

    Product knowledge
    Finance knowledge
    Marketing knowledge

    From what I can see here, it does appear that the finance knowledge was conspicuously missing, while the deal was being formalised.

    I want to believe that what we are reading isn’t true, because if it were to be true, you are likely feel dizzy trying to process it!

    What we have here is not an equity investment, rather a company hired you to be the CEO, while ‘generously’ compensating you with five percent equity stake.

    World of wonders!

    Reply
  2. None of the problems associated with Healthplus as currently stated in the media, relates to product, financial or marketing knowledge.

    It is all about understanding agreements and ensuring the agreements you sign can hold up in case of litigation. Consequently, legal knowledge and expert advice becomes critical and arguably, more important than anything else.

    Founders must understand this basic reality.

    Reply
    1. I think it still have something to do with corporate financing as it involves on-boarding of investors. Nonetheless this is processed via a contract/agreement. In this case, we can quickly assume there was lack of good understanding of the financial implication (voting right and ownership) of the contract signed. The contract is all about the corporate financial of the business and in this case weighs on the ownership stake of the business.

      Reply
  3. Is the author proposing that the GOVERNMENT steps in to vet PRIVATE contracts?! how non sensical!

    or is her signing this contract, somehow also buhari’s fault? You people are jokers!

    Reply
    1. Okechukwu Onuchukwu · Edit

      Jonathan, your response is uncouth. A case was analysed based on available information and you replied in an unacceptable manner without even suggesting a way forward. Please be guided.

      My opinion is for mediation to follow. This kind of publicity is damaging to a brand especially a well known one such as HealthPlus

      Reply
  4. The cold issues here are:

    When you package your company for equity investors to accept you and then they later found out after investing that there are lots of unmet expectations and perhaps the books were not what you held it out to be in the first instance, then there will be issues?? Who should be blame here?? The Accountant/Reporting Accountant & the financial advisors working with the owner of the business are to be blame.
    The skills and competences required to manage a company post equity funding injection is clearly different from what you needed pre-investment fund raising when it was a one man decision business. The stakes are high and expectations are very high too, the investor, Alta Semper Capital has just five years to exit the business and performance management is key to them here. Two years gone and remaining three years. I hope Mrs. Bukky George is not too rigid in accepting that a change has come into her baby company that is needed to run the company at the highest professional levels. Here board room activities matter a great deal and there is so much high expectation focus on corporate governance. Every major activity and capital spending must be approved by the Board sitting! “Plenty” approvals and justifications are now required on issues she would otherwise have handled on her bedroom. The decision point is now in the Boardroom! On the other hand the investors probably have minimum acceptable corporate codes of conduct and performances which are not immediately visible to the eyes. Yet they are in a hurry not to disappoint their own shareholders as an equity funds manager.

    3.Tthe delay in releasing the final tranche could be attributable to any of the issues above or it can also be as a result of the investors’ adverse cashflow situation. But there is the possibility that they felt so cheated having seen the reality and true pictures on ground of the state of affairs of the local company – Healthplus Nig. That possibly informs the need to get involved in the day to day running of the business before any further investment is made.

    The fact that she was offered an alternative leadership position, the “Chairman” of the company is a testament that they believe the company should be better run and that she may be an obstacle in the way of a superior performance management.
    The Share Purchase Agreement(SPA) will clearly indicate and detail the conflict resolution mechanism or processes in case of a lockdown but I am not so sure the process is being respected any further. Reporting the matter to the police cannot be part of the resolution agreed upon as per the executed SPA. Being a UK based equity funder coupled with the holding company, Healthplus Holding (whose window was used to make the investment) being registered in Mauritius, a tax haven may indicate that the third party arbitration and conflict resolution location will either be in the UK or Mauritius hence their inability to be able to resolve the issue amicably through the ADR here in Nigeria.
    If there is no diversion of part of the first tranche of $10million injected into the business or some deep financial mismanagement in the company that is being covered, then Mrs. Bukky has nothing to fear about on the change of guard. In most cases, equity investment in a company do come with managerial skill that are also deployed into such company to take it to the next level. Mrs. Bukky may be the ultimate beneficiary if the company is allowed to run properly. Afterall in another 3 years or thereabout, the equity investor will have to leave.
    The investor too has to be more opened and transparent in their expectations and communicate same in an easy to understand manner to the pioneer partner. I also expect Alta Semper Capital to have appointed a CFO for the company as well as a trustee who can take responsibility for handling the funds so committed while the CFO manages the financial affairs of the company and report any deviant behaviours to the Board on periodic basis.
    Mistrust and distrust of business partners can only hinder the growth of the business. I expect both Alta Semper Capital and Mrs, Bukky George to put off their prides and save their company and investments from loosing further equity and brand values.

    My humble submission.

    Goke Kupolati, FCA
    Financial Advisor

    Reply

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