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[MERGER] Vitafoam And Vono Products Obtain Court Sanction

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The merger between Vitafoam Nigeria Plc and Vono Products Plc is getting close to completion as both companies have obtained a court sanction of their scheme of merger effective March 11, 2016.

Both companies had last year agreed to a merger, by seeking to combine their business operations to ensure business efficiency.

At conclusion of the merger between both companies, Vono Products will be dissolved and de-listed from the daily official list of the Nigerian Stock Exchange (NSE),

Trading on the shares of Vono Products will be suspended from March 21, 2016.

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Corporate Press Releases

Tech Experience Centre, a game-changer for Nigeria – Schneider Electric MD

Schneider Electric MD has given a nod to the anticipated launch of Tech Experience Centre.

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Christophe Begat, Managing Director, Schneider Electric (Anglophone West Africa) has lent his voice to the expected launch of the Tech Experience Centre, describing it as a development that will firmly establish Nigeria as a major player in the global technology race.

The Tech Experience Centre is an unprecedented initiative which will bring together a number of tech giants under one roof in Lagos, Nigeria to create an immersive experience of the latest technologies in action.

Equally important, the Centre is set to be unveiled on Thursday, October 1, 2020, Nigeria’s 60th Independence Anniversary by the Minister of Communications and Digital Economy, Dr. Isa Ali Pantami. The event will be streamed live to millions across the world via digital channels.

Tech enthusiasts and other experts have identified the launch of the Tech Experience Centre as a potential boost to Nigeria’s technology narrative, a point that Schneider Electric boss, Begat fully espouses.

‘‘The Tech Experience Centre is highly strategic to establish Nigeria as a relevant player in the global technology industry. There is undoubtedly a market for advanced technology solutions in Nigeria that is currently underserved. This is why Schneider Electric, as a global technology provider, was keen on partnering with TD on this project to showcase the potential of technology available right here in Nigeria,’’ he disclosed.

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Further, he referenced the capital flight that would be saved, while also talking up the multiplier effects the Tech Experience Centre would have in encouraging local participation and boosting the Nigerian economy.

‘‘As of date, many Nigerians are left wanting when it comes to access to the latest technologies and find themselves having to travel abroad in order to find their desired products. This platform would not only encourage Nigerians to look further inwards into the offers available locally and contribute to growing the Nigerian economy, but also encourage other technology providers to up their game in the kind of offers they make available in Nigeria to cater for this market.’’

A global specialist in energy management and automation in over 100 countries, Schneider Electric is one of the tech brands that will occupy the Tech Experience Centre. Begat says it is an opportunity to bring the latest innovations to the doorsteps of millions of Nigerians.

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‘‘This project is a wonderful opportunity for Schneider Electric to get close and personal with end-consumers wishing to experience our technology in a real-life setting. The broad scope of applications of our technology solutions, from Homes & Buildings, to Industries and Infrastructure will certainly spike the interest of a wide range of visitors, from C-level to operators, looking to save costs and simplify operations for greater efficiency.

‘‘Schneider Electric is providing the Smart Home Automation solution in the Centre, which will showcase in a real home setting how one can achieve comfort and peace of mind by monitoring and controlling appliances, lighting and other variables in their home from their smart devices. We are also providing power protection equipment and high-end wiring devices.’’

While praising TD Africa, Sub-Saharan Africa’s leading technology, lifestyle and solutions distributor, the brains behind the project, the Schneider Electric MD revealed his anticipation for other winning collaborations that would emerge from the establishment of the Tech Experience Centre.

‘‘A big congratulation to TD Africa for setting a precedence with this initiative that is redefining the standards of technology in Nigeria. We are proud to count them as a valued partner! TD is a trusted partner and Schneider Electric fully adheres to their vision for this Tech Experience Centre, which promises to be a great success.

‘‘We know that it will attract a lot of visitors keen on discovering our broad range of smart solutions. We were keen to also associate with other Tech giants in this project to maximize the visibility on our technology and demonstrate how seamlessly it integrates with style into any setting,’’ he affirmed.

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Corporate deals

Board room squabble tears HealthPlus apart

HealthPlus founder, Bukky George and its Private Equity majority investors Alta Semper fight to retain control of the retail pharmaceutical company.

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Nigeria’s and West Africa’s online retail pharmacy – HealthPlus, is going through a boardroom and shareholder squabble, that threatens the operations of the company. The battle for ownership of the company is now between Alta Semper, a private equity investor in the company, and Bukky George, the company’s founder, and CEO.

The dispute attracted media attention after a press release was issued, announcing Chidi Okoro as Chief Transformation Officer of the company. In a press release seen by Nairametrics, the ‘company’ reported that Mr. Okoro’s “mission is to optimize day-to-day management, and elevate the business to novel scale and profitability,” effectively removing the founder, Mrs. Bukky George, as MD/CEO.

This press release set off a chain of online and social media mudslinging, that has had both sides court public sympathy for who is in control of the company. Mrs. Bukky George issued a counter press release, denying that she had been removed as MD/CEO. According to her side of the story, she claimed the press release was not authorized by the company and termed it false.

“We wish to inform the General Public, the Pharmacists Council of Nigeria, our Staff, loyal Customers, Vendors, Landlords, Bankers, and all Stakeholders that the press release was NOT authorized by the company or anybody acting on its behalf, and that the announcement of the appointment of a CTO is wholly FALSE.”

Alta Semper on the other hand maintains, “The majority of the Board of Directors of the Company, determined that a change of leadership was required if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”

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Reliable sources informed Nairametrics that several attempts from both sides to resolve the matter have failed, due to a disagreement on the terms and conditions for the injection of capital into the company. We understand that HealthPlus is going through financial challenges, and is in dire need of capital to remain in operations.

What are they saying?

Alta Semper, in a follow-up press release, alleges that the decision to remove Mrs. Bukky George “was made in full compliance with Nigerian laws, and follows a long and drawn-out process of engagement,” through which the Board sought to address multiple issues with the way the company was being managed.

  • They claim that this was after a series of “significant breaches of the terms,” of Mrs. George’s engagement as CEO of the company.
  • That the “board had explored a range of options that would enable her to continue to play an alternate leadership role,” but she rejected such an arrangement. However, they did not mention what they meant by ‘an alternate leadership role’ in the company.
  • They explained that it “became clear that an amicable resolution was not going to be possible. and as the multiple issues persisted, urgent action was required to avoid adverse impact on the entire business, including customers, employees, suppliers, and other key stakeholders.”
  • They also claim that despite the ‘former CEO’ not achieving the target they set for her, they had sought to provide financial support for HealthPlus through ‘growth capital.’
  • However, “Mrs. George has not only refused to agree to offers of additional investment on commercially reasonable terms, but attempted to force ASC to restructure the existing binding contracts governing their relationship agreements, which she readily signed in 2018, after taking independent legal and financial advice.”
  • Alta Semper also maintains that despite removing Bukky George as CEO, she remains a director of the company, while its appointee Chidi Okoro, oversees the day-to-day operations of the company.
  • It believes this is necessary for the benefit of all stakeholders and as a result, “the majority of the Board of Directors of the Company determined that a change of leadership was required, if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”

Bukky George issued a press release alleging that the appointment of Chidi Okoro was not authorized by the company or anybody acting on its behalf.

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  • She claims that the appointment of Chidi Okoro as CTO is wholly false, wrongful, illegal, and should be totally ignored.
  • She also claims “it was the handiwork of unscrupulous foreign, local businesswomen, and businessmen’s intent on reaping where they have not sown, simply because they now see opportunities from the COVID-19 pandemic, like scavengers and vultures.”
  • Bukky George alleges that Health Plus ran into “troubled waters primarily,” because Alta Semper failed to take over the company, thus starving it of funds required to operate.
  • She also alleges that Alta Semper has an obligation to fund HealthPlus, in line with its agreements.
  • She mentions that in May 2020, she instituted a legal action at the Federal High Court, seeking to stop HealthPlus African Holdings Limited, from continuing to run and manage the company “in an oppressive and prejudicial manner, and in total disregard of her interest as a member of the company,” which she ostensibly founded.
  • She further cites withholding of funds, meddling with management, interference with the functions of key employees, abuse of corporate governance processes, and attempt to remove her as CEO, as what she wanted the court to stop.
  • She affirmed that there is a restraining order against Alta Semper.

A. Muoka: In a leaked letter seen by Nairametrics, A. Muoka & Co, the solicitors to the company, wrote to Messrs. Afsane Jetha and Zachary Fond, the directors in HealthPlus, and also representatives of Alta Semper on the termination of the management agreement between Alta Semper and Bukky George.

  • They claim that as solicitors to the company, any attempt to remove Bukky George is a flagrant disregard of the court’s order, as also claimed by Bukky George.
  •  They opined that the Board of Directors are the only ones empowered to remove Mrs. George as CEO. However, the board’s Chairman, Dr. Ayo Salami, and Mr. Deji Akinyanju had resigned from the board, meaning only two directors took the decision rather than 5.
  • According to A. Mouka, the agreement required that Alta Semper and Bukky George appoint two directors each, and jointly agree on a Chairman for the company.
  • The lawyers thus claim that because the board was depleted, the decision to remove Bukky George was “Male Fide’ (in bad faith), as Mrs. George was not given an opportunity to respond to the weighty allegations made against her, some of which are criminal in nature.

What we know so far

While both sides continue to issue several statements of denials and claims, here is what we have learned so far about the partnership.

  • In April 2018, Nairametrics reported that London-based private equity manager, Alta Semper Capital agreed to invest US$18 million into HealthPlus. The investment vehicle used was HealthPlus Africa Holdings Ltd, which is incorporated in Mauritius.
  • Alta Semper is a private equity manager founded by Ronald Lauder, (Chairman of Clinique Laboratories, a subsidiary of the Estée Lauder Company, and a former US ambassador to Austria), Richard Parsons (Chairman of Rockefeller Foundation, former Chairman of Citigroup and Chairman/CEO of Time Warner Group), and Afsane Jetha.
  • 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.

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Energy

New PIB amends royalties by oil firms as Sylva clarifies position on scrapping of NNPC

The Minister has clarified that the new PIB seeks to commercialize the NNPC rather than scrap it.

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autogas, FG to establish petroleum depot, oil and gas logistic centre in Akwa Ibom

The long-awaited new Petroleum Industry Bill (PIB), which was just submitted by President Muhammadu Buhari to the National Assembly, has taken steps to amend changes to deep water royalties made last year.

This is as the Minister of State for Petroleum Resources, Timipre Sylva, has clarified that the new PIB seeks to commercialize the Nigerian National Petroleum Corporation (NNPC) rather than scrap it.

According to Reuters, while confirming the receipt of the bill from the President, the Senate President, Ahmed Lawan, said that it would be officially presented on the floor of the 2 chambers of the National Assembly on Tuesday and would get quick consideration.

In addition to the earlier reported creation of a new company, Nigerian National Petroleum Company Limited, to take over the assets and liabilities of NNPC and the establishment of some new regulatory bodies, a section of the bill proposes an amendment to controversial changes to deep offshore royalties made late last year. This involves reducing the royalty that oil companies pay the Federal Government for offshore fields producing less than 15,000 barrels per day from 10% to 7.5%.

It would change a price-based royalty too so that it kicked in when oil prices climbed above $50 per barrel, rather than the initial $35.

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It would also codify in law that companies cannot deduct gas flaring penalties from taxes, a practice that was the subject of a court case.

Sylva made the disclosure during an interaction with journalists at the National Assembly complex after an interactive session with the leadership of the assembly.

Sylva said, “We have heard so much noise about NNPC being scrapped but that is not being envisaged by the bill at all. NNPC will not be scrapped but commercialized in line with deregulation move being made across all the streams in the sector comprising of upstream, downstream and midstream. We have said that NNPC will be commercialized.

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“But if you are talking about transforming the industry, the only new thing that we are introducing is the development of the midstream, that is the pipeline sector. So we have provided robustly for the growth of the midstream sector. Through commercialization, the required competitiveness in the sector will be achieved.

Sylva also pointed out that the host communities would have the best deal from the bill.

Nairametrics had earlier reported the scrapping of the Petroleum Product Pricing Regulatory Agency (PPPRA) and the Petroleum Equalization Fund (PEF) in the proposed new bill, in addition to the creation of a new entity, NNPC Ltd.

The Federal Government is expected to pay cash for shares of the company, which would operate as a commercial entity without access to state funds.

The changes could make it easier for the struggling company to raise funds. However, the bill does not require the government to sell shares in the company and, unlike previous reform proposals, does not set a deadline for privatization to be completed.

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