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Health Plus: Takeover Saga Takes New Twist As Equity Firm Ready To Use Force.
The hostile takeover saga of HealthPlus, a pharmaceutical company, by foreign private equity firm (PEF), Alter Semper Capital, has taken a fresh twist, with equity firm ready to use force to take over HealthPlus’ offices and finances via Upperlink, the company’s payment platform, sources have disclosed. The latest development has heightened the fear of the HealthPlus’ management that the company could end up in the hands of Alter Semper Capital via this illegal take over.
The HealthPlus management had, in a statement it issued on Saturday, accused Alter Semper Capital of an illegal attempt to hijack the company and refuted the appointment of one Chidi Okoro as the chief transformation officer (CTO) to replace Mrs. Bukky George, founder of the company. HealthPlus said the announcement of Okoro as CTO was part of the Alter Semper Capital’s design to take over the company.
“The announcement of the appointment of a CTO is wholly false, wrongful and illegal and should be totally ignored,” it said.
“It is the handiwork of unscrupulous foreign and local businesswoman and businessmen intent on reaping where they have not sown simply because they now see opportunities from the COVID-19 pandemic, like scavengers and vultures.”
HealthPlus sources disclosed that Alter Semper Capital representatives are in Nigeria from the UK to take over of the company, whose offices they visited on Friday. According to the sources, the representatives breached the Covid-19 protocol of the Federal Government by their refusal to self-isolate on arrival and headed to HealthPlus two days after arrival. Sources also disclosed that Alter Semper Capital’s representatives attempted to work in the country without work visas. Worse, insiders disclosed, the attempted change of ownership of the company is being carried out without a board resolution or any legal backing.
“They have approached the banks to change signatories to the company accounts, but the banks have refused to cooperate with them because they do not have a board resolution and the approved minutes of the board meeting. The last board meeting held six months ago and the Chairman recently resigned,” said a source.
Insiders back the claim of hijack with a letter written by Alter Semper Capital to the Pharmaceutical Council of Nigeria (PCN). Dated 26 September and signed by Afsana Jetha, a director, the letter was to notify the PCN of a change of leadership in HealthPlus. The letterhead on which the letter was written, however, is one that is no longer in use and was produced when the company turned 20 last year. It also listed as a director, one Mr. Deji Akinyanju, who has since resigned from the board.
The relationship between HealthPlus and Alta Semper Capital began in 2018, when the equity firm agreed to inject fresh capital to enable HealthPlus expand its network and add other services. This was in exchange for a controlling stake to enable the equity firm recoup its investment and was billed to exit after five years.
According to the statement issued on Saturday, HealthPlus said the relationship became ruptured “primarily on account of Alta Semper’s futile attempts to take over the company, leading to it deliberately starving the company of pledged funds as well as the intransigence of Alta Semper’s owners when reminded of their obligations”.
This led HealthPlus to institute a litigation to stop the takeover.
“In May 2020, Mrs Bukky George instituted legal action at the federal high court [Suit No. FHC/L/CS/609/2020] seeking by way of a petition to stop HealthPlus Africa Holdings Limited (the investment vehicle used by Alta Semper Capital and which they control) and their nominee directors from continuing to run and manage the company in an oppressive and prejudicial manner and in disregard of her interests as a member of the company.
“Their actions included: the deliberate delay and withholding of funds; meddling with management, interference with the functions of key employees; abuse of corporate governance processes and now the attempt to remove her as CEO.
“There is a pending motion on notice for interlocutory injunction dated May 27, 2020, to restrain the respondents from doing this but in flagrant disregard of the court process Alta Semper and its cohorts have purported to do just that,” the company said in the statement.
It added that Alta Semper Capital did not file a defence after it was served the court processes and suggested mediation, which HealthPlus accused the equity firm of frustrating.
The company described Alter Semper Capital’s actions as constituting disrespect to the Nigerian judicial system, especially the decision to file arbitration claim against HealthPlus in the UK.
“They chose to frustrate the mediation process after three meetings over a three-month period presumably to enable them to build some spurious case against George and file an arbitration claim in England, which they hope will be a favourable venue to seal their wrongful and unlawful acts,” HealthPlus said.
News
I Delivered $15m Agency Cash To Ex-NIMASA DG Akpobolokemi, EFCC Witness Tells Court
A prosecution witness, Captain Ezekiel Bala-Agaba, testified in a Lagos Federal High Court on Thursday, that he personally delivered $15 million in cash to former NIMASA DG, Patrick Akpobolokemi.
The witness, Bala-Agaba, a former Executive Director of Maritime Safety, Shipping Development and Marine Operations at NIMASA, made the disclosure while testifying before Justice Ayokunle Faji of the Federal High Court in Lagos.
Captain Agaba, who appeared as the 15th prosecution witness, told the court that funds meant for pipeline surveillance were withdrawn from NIMASA’s accounts, converted into dollars, and handed over to Dr Akpobolokemi.
According to him, the money was taken to a Bureau de Change, which converted it into $15 million before the cash was delivered to the NIMASA office on Burma Road, Apapa, Lagos.
He said he subsequently took the money to the office of the then Director-General.
“The money was sent to a Bureau de Change, which later brought the dollar equivalent to our office at Burma Road, Apapa, Lagos. I asked my Personal Assistant, Ekene Nwakuche, to carry the bag and follow me to the Director-General’s office,” he told the court.
The witness explained that he collected the bag from his aide before entering the office.
“When we got to the door of the Director-General’s office, I collected the bag from him and asked him to wait outside. I then personally delivered the sum of $15 million to the Director-General.”
The witness was initially a defendant in the case but later opted to testify for the prosecution.
While being led in evidence by prosecuting counsel, Suleiman Suleiman, he explained the chain of command within NIMASA and how financial approvals were processed in the agency.
According to him, the Director-General is the overall head of the agency and issues instructions to directors, who then implement policies in line with the NIMASA Act.
He told the court that he chaired the agency’s Intelligence Committee, which was responsible for certain security-related operations.
“As chairman of the committee, I oversaw its activities and reported directly to the Director-General, Dr. Patrick Akpobolokemi,” he said.
During the proceedings, the witness was also shown a document containing a letter from Access Bank to the Economic and Financial Crimes Commission (EFCC) detailing transactions in NIMASA’s accounts between 2013 and 2015.
When asked how much money he took to the former Director-General, Agaba replied: “$15 million.”
After listening to the testimony, Justice Faji adjourned the matter until April 22 and 23 for cross-examination of the witness.
The EFCC had in December 2015 arraigned Dr. Akpobolokemi and seven others before the court on a 30-count charge bordering on conspiracy, fraudulent conversion of funds and money laundering.
Those charged alongside the former NIMASA boss include, Warredi Enisuoh, Governor Juan, Ugo Frederick, Timi Alari, as well as Alkenzo Limited and Penniel Engineering Services Limited.
They pleaded not guilty to the offences.
The anti-graft agency alleged that the defendants conspired to divert funds running into over N1.15 billion under the guise of providing security intelligence in Nigeria’s maritime domain.
According to the EFCC, the NIMASA Intelligence Committee allegedly received N1,153,000,000 between December 2013 and July 2015.
Investigations further revealed that several companies contracted to execute the intelligence operations were either unregistered or lacked the capacity to perform the services, while some were allegedly linked to the defendants.
The prosecution also alleged that the defendants nominated or owned many of the companies used to execute the contracts.
One of the charges stated that the defendants conspired to commit offences punishable under the Money Laundering (Prohibition) Act, 2012.
News
CBN Bars Chronic Loan Defaulters from Accessing New Banking Services
The Central Bank of Nigeria (CBN) has issued a directive to all financial institutions to immediately restrict certain banking services for large-ticket borrowers with non-performing loans (NPLs).
This move is aimed at strengthening credit discipline and protecting the stability of the Nigerian financial system following a rise in the industry’s NPL ratio to approximately 7%, exceeding the regulatory 5% threshold.
This order is specifically targeted at large-ticket obligors.
The CBN issued the directive in a circular to banks on Monday.
The latest instruction comes almost a week after the CBN asked financial institutions to stress test.
It is uncertain if the two directives are connected or what may have triggered the loan-related instruction, but the apex bank said it furthers its mandate to protect Nigeria’s financial system.
“In furtherance of its mandate to promote a sound financial system, protect depositors, and enhance prudential compliance within the banking sector, the Central Bank of Nigeria (CBN) hereby directs all banks to restrict non-performing large ticket obligors, whose activities pose systemic risk to the financial system, from accessing specified banking services,” the circular reads in part.
“Any large-ticket obligor with a non-performing facility recorded in the CRMS and/or any licensed private credit bureau shall not be granted additional credit facilities. For the purpose of this restriction, credit facilities include loans and other forms of direct credit.
“In addition, such obligors shall not be granted banking facilities or contingent liabilities such as bankers’ confirmations, letters of credit, performance bonds, or advance payment guarantees.”
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Makinde Only In PDP Because He’s Not Seeking Re-election – Otitoju
Babajide Kolade-Otitoju, the Director of News at TVC News, recently stated that Oyo State Governor Seyi Makinde would likely have defected from the People’s Democratic Party (PDP) if he was still serving his first term.
Otitoju stated this on Friday on TVC’s ‘Breakfast Show’.
He described the National Convention of the Peoples Democratic Party, PDP, in Ibadan last November as a mere waste of time.
“People must show good judgment at a critical phase. What was the point of having that convention? Two courts told you not to go ahead but you went ahead.
“I may not be a fan of former Senate President Bukola Saraki but if he says something that makes sense, I will be the first to admit it. He made sense when he said let’s go for caretaker. What’s the point of not listening to him?
“Later you will be shouting that the ruling party is behind your crisis, meanwhile you are the architect of your own misfortunes. You created this problem.
“If Makinde were in his first term, he would have fled like the dancing governor because his second term would have been in danger,” Otitoju said.
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