On Friday, Ellah Lakes Plc announced the acquisition of Telluria Limited, a development that brought a major change in the Management of the former. However, Nairametrics can confirm that even though Ellah Lakes Plc made the acquisition, Telluria Limited actually owns the company.
The announcement of the acquisition on the Nigerian Stock Exchange (NSE) came as a surprise to many. This is because a company in distress is usually the one that gets acquired, and Ellah Lakes Plc had been posting losses prior to the deal. Therefore, the question on most people’s lips was – how could a (hitherto) struggling company like Ellah Lakes have acquired Telluria which was said to have an impressive balance sheet?
The Real Deal: Well, the company’s recently-confirmed Chief Executive Officer, Chuka Mordi, explained the situation to Nairametrics during an interview, yesterday. According to him, while Ellah Lakes Plc acquired Telluria Limited to improve its balance sheet, the deal was sealed with equity because Ellah Lakes could not afford to pay for the transaction in cash.
Consequently, the equity payout gave Telluria Limited the majority stake in Ellah Lakes Plc. In other words, Telluria Limited is now the actual owner of the company.
“It’s purely an issue of financial structuring, it was the optimal way to structure it in order to have market access… It was a structuring situation that was convenient for both sides.
“They (Ellah Lakes) couldn’t afford to pay us in cash, so they paid in equity. The equity payout meant we took a majority position in the firm that was acquiring. What it does is, it still leaves a certain value for Ellah Lakes’ shareholders, but it also creates certain value for shareholders of Telluria that commensurate with various positions.”
Based on the foregoing, it can be seen that even though the company announced that it had acquired a hundred percent stake in Telluria Limited, the later actually holds the majority stakes.
Note that Telluria Limited was a private limited company until it was supposedly acquired by Ellah Lakes Plc.
The Backstory: The mystery surrounding the ownership of Ellah Lakes Plc began to unravel when the company announced on Friday, June 14, 2019, that Chuka Mordi had replaced Frank Ellah who had been serving as the company’s CEO since 2008.
Mordi’s appointment mattered because he previously served as a top Director at Telluria Limited. He was also a Managing Partner of CBO Investment Management, a private equity arm of CBO Capital Partners Limited, which is a core investor at Telluria Limited.
The story began to add up when Ellah Lakes Plc listed fresh 1.88 billion shares of Telluria Limited on the Nigerian Stock Exchange. Prior to this time, Ellah Lakes Plc had existing shares of about 120 million shares. The newly listed shares brought the company’s total issued shares to 2 billion ordinary share.
Will there be a change of Name ?: Agreed, changing the name of the company would have sent a clear message about the change in ownership. However, a decision to maintain Ellah Lakes Plc was made as part of the deal. Unfortunately, this created confusion which almost watered down the essence of the deal.
In the meantime, it is unclear if the company’s name would eventually be changed. Therefore, the name remains Ellah Lakes Plc for now. However, power has definitely changed hands.