Sometime in early 2012, a wealthy, sophisticated, and beautiful middle-aged Nigerian businesswoman walked into a Lagos courtroom to testify before a judge. She had just filed a lawsuit before the court in a desperate bid to salvage her late husband’s investments in the Tourist Company of Nigeria Plc (TCN). She was also understandably trying to secure her financial future and that of her children. Her husband had just died, and she suddenly found herself thrust in the position of the sole breadwinner of the family.
The woman is Mrs Maiden Ibru, the widow of renowned businessman and politician, Alex Ibru. During her testimony on that fateful day, she made some pretty shocking revelations, albeit with some dramatics. She told everyone gathered in the courtroom that just as she was walking in, she supposedly saw the apparition of her late husband telling her to fight. So, fight she did, by spilling all the secrets about the company.
Apparently, all was not well with the Tourist Company of Nigeria Plc, a hospitality company that owns one of Nigeria’s oldest luxury hotels – the Federal Palace Hotel. Perhaps no one would have known about TCN’s woes if Mrs Ibru hadn’t instituted her lawsuit and subsequently given her bombshell testimony. However, the sad thing is the fact that though it’s been seven years since Maiden Ibru’s court appearance, all is not still well with the company.
Catch up on the intrigues of the family feud, the allegations of financial mismanagement, the legal battles, as well as how all these have impacted on the company’s performance.
A history dating back to independence
Before Nigeria’s independence from Britain on October 1st, 1960, there were many foreign-owned companies in the country. Of the many, AG Leventis Group, was one of the biggest in the country at that time. The group had several subsidiaries operating in different sectors of the Nigerian economy and the wider West African region. One of these subsidiaries, Victoria Beach Hotel Limited, established and operated The Palace Hotel.
The hotel, with its 150 rooms, marked Nigeria’s introduction to luxury hoteling. Indeed, the investors that established it aimed to set the bar high for the Nigerian hospitality industry, and to a large extent, it can be said that this mission was accomplished. The Palace Hotel was a source of national pride and even served as the venue for Nigeria’s Independence Day celebration.
Government takeover of the hotel
In what can only be described as Nigeria’s earliest attempt to nationalise foreign-owned companies, the Tourist Company of Nigeria Limited was incorporated on April 10th, 1964 for the purpose of acquiring the Palace Hotel. At the time, TCN was wholly owned by the Federal Government of Nigeria. The acquisition process was successful, and the hotel was renamed The Federal Palace Hotel. Between 1964 and the 1970s, the Government operated and even expanded the company; with the construction of the Towers Hotel and Casino which has some 224 rooms.
How the Ibrus came into the picture
By 1992, exactly 28 years after Nigeria acquired the Federal Palace Hotel, Alex Ibru and his brothers (Goodie and Michael Ibru) sought to take ownership of TCN. The brothers successfully used their company, Ikeja Hotels Plc, to acquire TCN from the Federal Government, and by April 20th, 1994, the company was listed on the Nigerian Stock Exchange.
It should be noted that the Ibru family is one of Nigeria’s foremost business elite who tactically positioned themselves as the custodians of Nigeria’s economy following independence from Britain. The family has business interests in different sectors of the economy, including media. Maiden Ibru currently oversees one of Nigeria’s biggest dailies, The Guardian, which was established by her late husband in 1983.
TCN in need of help
As the years passed by, the glorious days of The Federal Palace Hotel also gradually passed away. The Nigerian hospitality industry was becoming more competitive, thanks to the emergence of other big players such as Eko Hotels and Suites. These new entrants were offering more luxury for more exclusive tastes; consequently, TCN struggled to compete.
To compete effectively, the company needed to upgrade its facilities and services. And to help actualise this, South Africa’s Sun International Limited came on board and took up a major stake in the company in 2010. The South African luxury hotel group also supposedly invested heavily towards the refurbishment and restructuring of TCN’s properties.
Accusation of fraud and a well-publicised lawsuit
Between 2003 and 2009, the Tourist Company of Nigeria was struggling to keep afloat financially. Going by Maiden Ibru’s lawsuit, not only was the company broke, it was insolvent and incapable of carrying on as a going concern. The woman even alleged that the company was heavily indebted to the tune of N2 billion. She specifically accused TCN of owing Oma Investments Limited, a holding company through which her late husband owned indirect shares in the hospitality business. The words uttered by her during the highly-publicised litigation captured the extent of the financial troubles TCN was immersed in.
“Omamo Investments, between 2003 and 2009, lent to the Tourist Company $7.1m, N610m, N381m and N19m, which the company has been unable to repay.
“The respondent has failed beyond resuscitation, has insufficient assets to meet its liabilities, does not have the capacity to meet the conditions for which it was incorporated, and has suffered a total erosion of its capital base. The respondent is both cash-flow and balance-sheet insolvent, and has not been carrying on effectively, the business of hoteling and catering.”
She went further to accuse her late husband’s brothers of betraying her husband. According to Mrs Ibru, her late husband was particularly disappointed in Goodie Ibru who, at this point, was the Chairman of the Tourist Company of Nigeria. This is because Goodie and his fellow accomplices allegedly, “altered some of the company’s documents, diverted money and committed all sort of atrocities without the knowledge of my husband. I am a widow and I have children to take care of.”
Investors’ confidence in jeopardy
In August 2016, news reports filtered in about Sun International Limited’s decision to leave Nigeria. As the company acknowledged, the contentious and protracted dispute between the company’s major shareholders (which consisted mostly of the Ibru’s), “frustrated all attempts to develop and improve” the company.
Earlier in January that year, Nigeria’s Economic and Financial Crimes Commission (EFCC), had opened investigations into Sun International Limited’s investment in TCN. This situation supposedly affected the company’s fortunes, as it reported a 20% fall in diluted adjusted headline earnings per share (AHEPS) to 628 cents for the year to June.
Eventually, Sun International Limited closed shop and left the country, though checks by Nairametrics confirmed that it still owns a major stakeholding in TCN as at H1 2O19; maintaining its initial 49.3% shareholding.
A business at risk
To a large extent, Maiden Ibru emerged victorious in the fight for the Tourist Company of Nigeria Plc. Although the company was never liquidated as she had prayed the court, Goodie Ibru stepped down as the company’s Chairman. She also facilitated the placement of Goodie Ibru’s ouster as the Chairman of Ikeja Hotels Plc, even as Oma Investments Limited acquired majority stake in Ikeja Hotel. This development affords the woman a considerable control over TCN, seeing as Ikeja Hotels is equally a stakeholder in TCN.
[READ ALSO: Common Ways Of Defending A Takeover Of Your Company]
However, TCN is struggling
In H1 2019, the Tourist Company of Nigeria Plc recorded a loss after tax of N931.3 million, after earning total revenue of N1.6 billion. Earlier in full-year 2018, the company ran at a loss after tax of N1.3 billion, after previously recording a loss of N3.2 billion in 2017. The company is also currently facing possible delisting from the Nigerian Stock Exchange due to corporate governance lapses bordering on free float deficiency.
Corporate Story: Intriguing tale of Seven-Up’s ugly fight for market share in Nigeria
For many years, competition in the Nigerian soft drink market was mainly between Coca-Cola and Seven-Up but in 2014, Rite Food came and disrupted the space.
It was early morning on Wednesday, November 13th 2019, and Ziad Maalouf was not asleep. He could not sleep, not with his mind burdened by what had become a serious problem facing Seven-Up Bottling Company, which he oversees. It was part of his job as the Managing Director to figure out a solution to this challenge. And that was exactly what he was doing as he sat in his study that early morning, typing furiously on his computer.
By 4:37 am that morning, Maalouf had sent out an internal memo and copied 25 top executives of the soft drink manufacturing company. In the memo, he made it clear that he was ready to declare war against the company’s competitors. He would not rest until the war was over and Seven-Up had emerged victorious, he declared.
But the internal memo leaked
Interestingly, when Maalouf sent out that internal memo, little did he know that a copy of it would leak on the internet and that it would be read by millions of people around the country. He probably trusted that every one of those he sent the memo to would take his concerns seriously and work assiduously towards solving the problem that had been identified. But that was not quite the case.
The threatening tone of the memo was probably the main reason why it leaked. Maalouf had been too passionate, talking about declaring war against his competitors and squashing them once and for all. As a business executive whose market share was being threatened by the activities of competitors, the Lebanese expatriate felt his passion was justified. Little wonder, he went nearly as far as of calling out some of his colleagues for not being passionate enough. So, possibilities abound that one of those colleagues had secretly leaked the memo just to spite the boss.
A sensational story
As expected, the press had a field day with this development and you can’t even blame them. The content of the memo made for the kind of sensational stories that every tabloid journalist thrives on. Consequently, many blogs and a couple of the mainstream media carried the story. But despite media coverage and the social media backlash that heralded the leaked memo, Seven-Up Bottling Co. never issued a rebuttal.
In the meantime, the competition continued…
How Rite Foods came to drag market share with Seven-Up and Coca-Cola
For many years, competition in the Nigerian soft drink market was mainly between Coca-Cola Hellenic Bottling Company and Seven-Up Bottling Co. The former produces and distributes Coca-Cola products in Nigeria, while the latter is licensed to produce and distribute Pepsi and other soft drink brands. But in 2014, Rite Food Nigeria Limited came and disrupted the space.
The story about how Rite Foods ventured into the Nigerian soft drinks market in 2014 is just as fascinating as the story of how it emerged on the Nigerian FMCG space in 2008. Its parent company, Ess-Ay Holdings Limited, had nothing to do with food production until the late 2000s. The company’s founder (Sulaiman Adebola Adegunwa) had until this time achieved his initial fame and fortune in the photography industry.
The digital revolution in the photography industry had prompted Adegunwa’s decision to diversify. But instead of just choosing a business model related to what he had already been doing for years, he chose to bet on the food industry. Needless to say that his gamble worked. His line of sausage roll became an option for consumers who had only known Gala sausage roll, manufactured by UAC Foods. Thanks to Rite Foods’ ability to endear the sausage roll to millions of Nigerians over a rather short period of time, the product soon became a market mover, thereby positioning the company as a major player in the market space.
Meanwhile, being the astute businessman that he is, Adegunwa kept on strategizing with his team on how to further consolidate on Rite Foods’ new-found success. Soon, they decided on a product that capitalised on the fact that Nigerians love to combine their sausage rolls with soft drinks.
By the way, this delicious combination of sausage roll and soft drinks has been happening for many years. Hardly does a Nigerian buy “Gala” without getting a chilled drink to “wash it down.” So, with this being the case, Adegunwa and his team realised that it could also venture into soft drink manufacturing. After all, if they were able to venture into sausage roll making and succeed, they could indeed make it in the soft drinks industry.
And that is exactly what Rite Foods did. It built a larger factory in Ogun State, assembled the needed skilled labour (many of whom were poached from its current competitors), and then began production. Before long, the company’s Bigi soft drink brands were able to find a permanent place in the hearts of millions of Nigerians. This has been much to the displeasure of people like Ziad Maalouf.
Rite Food’s strategy
It’s important to note that breaking into the soft drink market wasn’t as easy for Rite Foods as it may have seemed. Recall that the market was already dominated by Coca-Cola and Seven-Up. Moreover, Nigerians were, at this point, already used to drinking either Pepsi or Coca-Cola, Mirinda or Fanta, as well as choosing between Sprite or 7-Up.
As such, Rite Foods knew it needed to be very strategic in its efforts to get Nigerians to start drinking another set of cola drinks which, in all honesty, are more or less imitations of what were already available in the market. If it had failed to strategize and implement properly, the company would have failed woefully. But then again, you can trust the Adegunwa effect, because the rest is history.
So, what was Rite Foods’ strategy you ask? Well, the company had to offer Nigerians one thing they can’t reject – a good deal. The deal came as two things wrapped in one, which are more quantity at really affordable cost prices.
The more-size-and-less-price approach worked
Rite Foods’ wide-ranging soft drink brands quickly garnered acceptance among Nigerians. Everything from Bigi Cola, Bigi Apple, Bigi Tropical, Bigi Orange, to Bigi Bitter Lemon are sold for N100. Rite Foods has also successfully positioned itself as the one-stop brand for all carbonated drink flavours, all within a space of six years. Little wonder Seven-Up Bottling Co. is very disgruntled.
So, why is Seven-Up the only one complaining?
So far, Coca-Cola Hellenic Bottling Company has been very mature with the way it had been handling the competition created by Rite Foods’ Bigi soft drink brands. Coca-Cola was one of the first to reduce the prices of its products in order to align with the realities on ground. Of course, the company may not have liked the unnecessary competition. But it was losing customers and needed to do something to address that. What it did was to reduce prices and introduce some new product lines in order to have a better competitive advantage. The company also intensified its marketing and distribution strategies instead of going about complaining.
Seven-Up Bottling Company also had no choice but to reduce the prices of its products. This must have understandably been a very difficult decision to make. The company was already struggling to survive the stiff competition posed by Coca-Cola Hellenic, which it still faces. But, it had chosen to declare “war” on just Rites Food for daring to offer more affordable drinks to Nigerians. Quite interesting!
Let’s get back to Maalouf’s leaked memo for a moment…
“Let me start by explaining the competitive playground once again. This season is not like any other, so the mindset of growing vs last year, achieving budget, business as usual cost management, WILL NOT WORK!!! The outcome of this season must write the future and destiny of the 3 major competitors, along with the future of B-Brand industry (Bigger pack and lower price concept) disruptions in Nigeria.
“One company will flourish. One company will diminish. One company will finish. B-Brand disruptive business model will either become a temptation for anyone who has a bit of money to start own brand in Nigeria, or it will be a curse that ensures no one takes such a decision again!!!”
Quoted above is an excerpt from the memo. As you can see, Maalouf’s strategy entails destroying Rite Foods and the success it has recorded in recent times. He also made it clear that there’s a need for Seven-Up Bottling Company to send a strong message to anyone who might be thinking of following in the footsteps of Rite Foods. Has he succeeded in accomplishing these?
Let’s be clear – Maalouf’s leaked memo never specified how Seven-Up Bottling Company intended to go about “diminishing” Rite Foods’ growing prominence. However, there have been reports that Rite Foods accused the company of threatening it’s security and existence. As a matter of fact, lawyers representing Rite Foods Limited recently filed a petition against Seven-Up Bottling Company and its MD, Ziad Maalouf. That goes to show that this has been treated as a pretty serious matter.
Nigerian Senate has attempted to broker peace
Last week, representatives of the “warring” companies flew to Abuja upon invitation by the Senate Committee on Ethics, Privileges, and Public Relations. The lawmakers summoned them to the closed-door meeting for them to dialogue and possibly reach a peaceful resolution.
At the end of the closed-door meeting, the Chairman of the Senate Committee, Senator Patrick Akinyelure persuaded them to resolve their differences and compete as friends, for the good of the Nigerian economy. The committee also taxed both companies to go and deliberate on the proposed peaceful resolution measure. They are expected to report back to the Senate in two weeks’ time with their decisions.
Cement Wars: The battle for Cement dominance between Ibeto vs Dangote
A story of the battle for Cement dominance in Africa’s largest economy, Nigeria.
A story of the battle for Cement dominance in Africa’s largest economy, Nigeria. How one man surmounted rivals, both big and small, to become the undisputed King of African Cement and another battled with the guardians of the corridors of power.
On a cold afternoon in November 2005, Federal Government operatives, acting on orders from above, swooped down on a busy factory in the oil rich city of Port Harcourt. They were under instructions to seal off a warehouse whose operations had contravened a government policy – a policy that would later prove decisive in a brutal race for market share in an industry worth over N1 trillion.
At first, the closure appeared to be due to a mix-up between an agency of the Government and the owners of the warehouse. It was expected to be resolved in a matter of days by the billionaire Chairman of the company. Emissaries were dispatched to help resolve whatever misunderstanding may have led to the seemingly excessive act by the government.
As days turned into weeks and weeks into months, it dawned on the owners of the multi-billion-naira conglomerate, which was based in the South-Eastern part of Nigeria, that they were dealing with powers that stretched far beyond the red sands of the South East. Something had to be done to resolve this issue. At stake was not only the reputation of the company, but billions of naira in inventory that could erode all the wealth that had been built over the years.
Flashback – School boy
It was January 22, 1966 in the bustling suburb of Nnewi in Anambra state, South-Eastern Nigeria. Nigeria had just witnessed a deadly coup one week earlier, and the mood in the country was still tense. But for a certain household, a major decision had to be made. Cyril, the eldest son of the home, was having a chat with his father that would decide the fate of one of his siblings.
Cyril and his younger brother, Louis, were getting ready to go back to school but had to deliver a message to their father from their uncle. As the discussion with their dad ensued, their kid brother, Cletus, packed his bags in preparation to join his elder brothers in school for the first time. At just 13 years of age, he had his eyes set on acquiring a secondary school education.
He had just gotten admission into Crusader Secondary School, Isingwu Amachala in Umuahia. Seeing his older brothers in their school uniforms and school bags always got him excited and he couldn’t believe that the day he had been waiting for was finally here. As his elder brother left, his father called him in to break the good news, or so he thought. His dad, a sturdy
Nnewi man, like most at the time, had a different approach to fatherhood.
Back then and perhaps till today, much was expected from sons, just as was the case for their fathers. Responsibility began at an early age and it started by understanding the language of trade – making money. One of the responsibilities of a father was to ensure that his child had a sound education, not just in academics but in learning how to trade. Cyril and Louis had already toed the path of academic education and that was sufficient for the family. Someone had to toe the path of apprenticeship.
And so, his father would tell the young Cletus that his destiny was not to start in the four walls of an educational institution, but in the four walls of his uncle’s workshop. His uncle was a mechanic named Sir Lawrence Amazu. Young Cletus protested, cried and even went on hunger strike, as he could not believe what his father had done to him. Unfortunately, his tears were futile. He soon found himself on his way to Onitsha to begin life as a motor spare parts trader.
Undeterred and hopeful, he arrived at his uncle’s workshop in his school uniform, earning himself the nickname “school boy”. His fellow apprentices laughed at the sight of him; it was unthinkable to them that a young man would even consider choosing the lazy path of academics over the lustrous and respected route of the spare parts trade. Thus, began a new chapter in the life of Cletus Madubugwu “Omekannaya” Ibeto.
For Cletus Ibeto, the journey to success can be seen more as a case of divine providence, than a case of pure hard work. In one of his many close shaves with death, when the young Cletus was drafted to the Civil War as a batsman to a Biafran Army captain, he was sent to buy food by his superior. Upon returning, Cletus found that his fellow soldiers, including the Captain, had been killed in an ambush by enemies.
A few weeks after that encounter, he was again drafted to the battlefront to fight against the merciless and powerful Nigerian soldiers, alongside other brave Biafran soldiers. The sound of rapid gunfire and pounding mortar were not loud enough to drown the death cries of dying infantry men.
As Cletus, the soldier lay on the ground with a bullet lodged in his lungs, the choice between life and death became no longer his to decide. He would survive after spending several months in the hospital, with the mark of his bravery firmly lodged in his lungs. The fortuitous streak that marked his existence continued to be his weapon as he rolled into the next chapter of his life, post-Civil War.
It was 1979 and the newly democratically-elected President of Nigeria, Alhaji Shehu Shagari, had just come into power on the back of an anti-corruption crusade. His government was liberal, so some of the hardline policies of the departed military government of Olusegun Obasanjo were abolished. One of the first decisions taken by the Shagari Government was to lift the restriction on imports and exports.
General Obasanjo introduced import licenses as a means of reducing reliance on foreign goods. The eradication of import licenses would be the next major streak of fortuity for Cletus. Not long after the Shagari administration relaxed the restriction on import licenses, it made a drastic U-turn. Oil prices were falling and government revenues had taken a huge dip. In an apparent haste to stem the tide and shore up revenues, the Shagari Government introduced import licenses again.
The decision sent out a wave of confusion and uncertainty, causing importers to take a step back as they pondered what next to do. As most of them waited on the sidelines to comprehend the flip-flop, Cletus took advantage and pumped in N3 million to import spare parts into the country. After the Civil War, he had doubled down on his knowledge of the spare parts trade. His uncle and former mentor, Sir Lawrence Amazu, pivoted into trading spare parts.
Back then, Sir Amazu saw the opportunity to carve a niche for himself in a nascent economy that had just birthed its first set of homegrown middle-class workers. Many of them owned cars that needed servicing, repairs, and replacement of parts. From fixing their cars, he had a light bulb moment – he discovered that there was more value in selling the spare parts of the cars than in servicing or repairing them. With this decision, Sir Amazu became a pioneer in a trade that has since become the bread and butter of hundreds of thousands of young unschooled boys from Nnewi, including the young Cletus.
The decision to import spare parts was, as Cletus had become accustomed to, a timely and fortuitous decision. Soon after his goods arrived, the government of Shagari tightened the noose on import licenses, making it nearly impossible for anyone to get any. Historians believe that this was one of the foundations of the massive corruption in the country at the time.
The decision could not have been more delightful for Cletus. He realized that he was suddenly the only one who had stock of spare parts merchandise filled in his warehouse. Cletus quickly jacked up prices by 500%, yet it did not deter the multitude of resellers looking to also profit from the artificial scarcity created by the government of the day.
In a report, Cletus relived gleefully how pivotal that moment was for him. “We were packing money in cartons,” he remarked. Within two days of the arrival of his containers, he had made about “4 million pounds”. A combination of fortuity, government magic and timing had made him an instant millionaire, opening the floodgates for what would become a mega empire at the heart of South-Eastern Nigeria.
Enter the Challenger
About 800 kilometers away from the burgeoning empire of Cletus Ibeto was a 22-year-old man by the name of Aliko Dangote. Aliko had put to work the N500,000 he received from his uncle as startup capital and was settling into business in his newly adopted trading city of Lagos, South West Nigeria. Little did Dangote and Ibeto know that their paths would cross in a riveting tale of rivalry, reminiscent of that fateful day on the battlegrounds of the Biafra civil war.
In 1997, the already powerful billionaire and president of the sprawling Dangote empire, Alhaji Aliko Dangote, was thinking about pivoting his strategy. In the past 20 years since he moved to Lagos, he had built a reputation as a fierce competitor and a near monopolist in most of the business areas he played in. The young Aliko’s path to riches started with the importation of sugar and rice from Brazil and Thailand respectively. As a young man in the early eighties, Aliko understood the power of monopoly and crony capitalism.
He quickly secured exclusive importation licenses for sugar, rice, and cement, beating out every competition that stood in his way to market dominance. In one unconfirmed story, a rival importer attempted to cut Aliko’s dominance in the sugar market by importing tons of sugar into the country. On getting wind of this imminent threat, a call was made to ranking customs officials, about possible contraband goods making their way into the country. The container of sugar remained stuck at the ports for weeks as demurrage accumulated to the dismay of the bewildered contender.
As he racked up losses, he received a lifeline from none other than Alhaji, offering to buy his product at less than half the price. Such was the palpable fear competitors had of Alhaji, that stories of him stifling rivals out of business became folklore among traders, critics, and admirers alike. Despite the criticism of the young Alhaji, rivals and critics could not but admire his astute craftsmanship and ability to thrive where others had failed. He succeeded where many had failed and ran an empire that dominated the breakfast tables of nearly everyone living in the country.
In one of his trips to Brazil, Aliko was smacked by a sudden reality. Why continue importing products into Nigeria when he could cut out the middlemen and produce same locally in Nigeria? In fact, why not import and manufacture at the same time? The thought of this was exciting and he wondered why he had not done this all along. To enjoy total dominance, he had to own the entire value chain, from production to distribution. This would give him ample powers to control the pricing and dictate supply requirements. It was to be his greatest decision ever.
In the year 2000, Dangote Sugar Refinery commenced business as a subsidiary and sugar division of Dangote Industries Limited. A year later, they commissioned the 600,000 mt-capacity sugar refining facility in Apapa, Lagos. Raw material input from the refinery came from the company’s 200,000-hectare sugar plantation, thereby solidifying his business model of owning the entire value chain.
To support local industries, the newly elected Obasanjo Government, on the advice of his economic team and industrialists like Dangote, introduced protectionist measures that stifled importation. The government introduced high tariffs and gave tax breaks to mega traders investing in local manufacturing. The government did not stop there. Convinced that local manufacturers required a period of tutelage before they could become fully independent producers and meet the demands of consumers, they allowed manufacturers to import the same products that they manufactured. The policy methodically termed backward integration, would become the playbook for Dangote’s next business juggernaut.
Successive Nigerian governments have tried several policy measures over the years in the bid to diversify the economy and enthrone self-sufficiency in the country. In the military era, which lasted between 1983 and 1998, billionaires like Cletus Ibeto and Aliko Dangote enjoyed massive government tax cuts and import waivers that guaranteed monopolies in their respective industries.
But under President Obasanjo’s regime, local business monopolies enjoyed some of the largest import duty waivers ever granted by a government. According to one report, President Obasanjo granted import waivers to about 1,843 beneficiaries in 2007 that cost the government over N165 billion in revenue losses. Critics of the government cited the need to secure re-election contributions from powerful donors from the private sector as motivation for the waivers.
Some of the beneficiaries included powerful private businesses that controlled swathes of the economy. It included the likes of the Redeemed Christian Church of God, Mandarin Hotels, Le Meridien, Federal Palace Hotels, members of the diplomatic corps, companies fronting for top government functionaries, Stallion Group (who used it to import rice), and of course the Dangote Group which, report claimed, got as low as 5% as concession for importing sugar.
In a report in 2011, the Senate had declared that Nigeria lost about “N1.3 trillion to waivers granted on the importation of rice and other agricultural commodities between 2011 and 2014.”
As is typical with successive governments, policy pronouncements are reversed immediately power changes hands. But for some astute businessmen, 8 years is just about enough to set the stage to own one of the most sought-after assets of the Federal Republic of Nigeria.
Dangote Cement Empire
It was January 1, 1992, the advent of the new republic in a soon to be the democratic republic of Nigeria. The Military President, Ibrahim Babangida, had just concluded the first phase of an election in fulfillment of his plan to hand over power from military to civilian governance. On that day, democratically elected governors were sworn in for an initial period of 4 years.
One of the men sworn in as Executive Governor was Abubakar Audu of Kogi State, a state that had just been created a year earlier. The Prince, as he was often referred to, was renowned for his flamboyant dress sense, charisma, and government-initiated private enterprise. As Governor, one of the first businesses the Prince initiated was the creation of Obajana Cement Plc in 1992.
The Prince believed that the cement plant would launch the newly created state into economic prosperity, creating jobs and increasing alternatively generated revenue. The state did not have the technology or technical know-how to achieve this objective, but with the huge deposit of limestone located in the state, all he needed was to find the right foreign technical partners who would help explore the natural resources which God had endowed the state with. It was a time-tested template and surely it would work, once the state showed enough commitment under his leadership.
Unfortunately, the plan was truncated a year later, as the Military Junta led by Ibrahim Babangida annulled the 1993 Presidential election, sending the country into a political tailspin that would usher in a period of political instability, and eventually lead to a power grab by one of the most ruthless dictators ever to rule Nigeria.
Despite the initial setback, Prince Audu’s two-year stint as Governor had left an indelible mark in the minds of the people of Kogi State and they rewarded this by re-electing him 7 years later in 1999, under a new democratic dispensation led by President Olusegun Obasanjo. In June 2000, one year after being sworn in again, he led a delegation to Israel, France and Germany to source technical experts that would work on the project he had conceived in his first term.
Prince Audu and his team believed that cement deposits found in Obajana could last about 50 years and had the potential to produce over 5,000 metric tons of cement per day if it became operational. They had estimated the cost of the project at about $268 million which would be funded via an equity contribution of both the state government and private sector. Plans to raise debt was also considered as a prerequisite for achieving this objective.
Working with Kogi State Government was Exim Bank in the US and Nov Turkey Cement in Turkey. In fact, following the visit of President Clinton to Nigeria, reports at the time suggested that the United States Government had “released the sum of 750 million dollars to a firm known as Collarado in the US for feasibility studies and exploration of cement deposits at the Obajana Cement Company in Kogi State.”
Elected on the promise to revive the ailing Nigerian manufacturing sector, President Obasanjo had banned the importation of cement but lifted this ban for Obajana to allow it import “BAC Cement to test the market” despite the hesitation of former Finance Minister, Alhaji Adamu Ciroma.
This concession would serve as a template for others looking to delve into the business of cement manufacturing in the country. Two years down the line, politics and mismanagement would slow down the actualization of this dream. By 2003, Prince Audu lost a re-election bid to Alhaji Ibrahim Idris.
As expected, the newly elected governor accused the Prince of massive corruption, paving the way for a trial that would last years. The newly elected government claimed that some of Prince Audu’s policies had cost the state billions in debt.
In one accusation, they claimed that on takeover of office in May 1999, the Abubakar Audu government inherited a foreign debt of $6.34 million. This debt today stands at $341 million, or about N43 billion and a deduction of N50 million is being made from source.
These accusations and counter-accusations stalled most of Audu’s economic initiatives in the state, including the Obajana Cement Company. By the time he left office, the project remained dead, leaving the state with a project that it had no will to pursue. Then came a white knight.
Dangote’s Quest for Cement Dominance
After successfully launching his 600,000 mt-capacity sugar refining facility in Apapa, Aliko Dangote set his sights on something even larger. To achieve the massive economic dominance he wanted, it was important that he identified another commodity that was in heavy demand in Nigeria but with little to no local refining or manufacturing capacity. In continuing with his business model of controlling market share and dictating prices, Aliko Dangote and his team of advisers wanted a product that would, in a sense, dominate every household in the country.
Sugar, rice, and flour were all staple foods and already garnering his rising group a significant market share. However, these products faced massive competition and the barrier to entry was somewhat low when compared to the options at his disposal. He wanted something that could scale, was hard to compete against, and fit the government’s serial rhetoric of self-sufficiency. That option was cement!
Cement business, just like sugar, salt, and flour, was not new to Aliko Dangote and it was something he had been trading in since the early eighties. Back then, the company imported bulk cement into its port terminals in Apapa and Port-Harcourt and then bagged to sell in retail in Nigeria.
It had made an incredible amount of money doing this business throughout the military era and as expected, secured a huge chunk of the market share in addition to several layers of alleged import waivers.
But as the nineties drew to a close, the Dangote Empire decided that it was time to pivot into manufacturing; with the successful launch of Dangote Sugar Refinery, cement was the next big move for the conglomerate and there was no better time than in an era of national optimism under the leadership of pro-nationalist President Olusegun Obasanjo.
Unlike Dangote Sugar, the model for pivoting into cement manufacturing had to be different for Dangote Cement. It required a different form of investment and a legendary battle that would take on an ethnic tone and eventually fought on the pages of newspapers, in communities and villages, and far into the corridors of power. It would eventually be a winner-takes-all battle.
In the year 2000, the newly elected government decided in earnest to continue with the privatization programme laid out by former Military President, Ibrahim Babangida. The privatization programme, which started in several phases, commenced with the sale of government shares in some publicly listed companies and other privately registered entities.
The companies earmarked for sale included National Oil and Chemical Marketing Company Plc (NOLCHEM), African Petroleum Plc (AP) and Unipetrol Nigeria Plc, West African Portland Cement Company Plc (WAPCO), Benue Cement Company Plc (BCC), Ashaka Cement Company Plc (AshakaCem) and Cement Company of Northern Nigeria (CCNN).
It also included 3 banks, namely, FSB International Bank Plc, NAL Merchant Bank Plc and International Merchant Bank Plc. Two of the Cement companies listed for sale, WAPCO and BCC, interested the Dangote Group considerably. At the time, Nigeria had eight cement plants owned by seven cement producing companies. WAPCO, with factories in Ewekoro and Sagamu was, at the time, the largest cement company in the country.
Nigeria was said to also have an estimated total installed capacity of 5 million metric tonnes per annum for the 8 plants, against a demand of about 6 million metric tonnes per annum. However, with challenges from poor power supply, shortages of alternatives such as fuel and diesel and high-interest rates, local production was just 2.5 million metric tonnes per annum.
BCC, Blue Circle Industries, after acquiring government’s stake, owned about 51% of WAPCO, while the O’dua Group was listed as the other significant shareholder of the company. Before the acquisition, BCI owned about 39% of WAPCO.
At the end of the privatization, the Federal Government had sold its 16.5% stake to Nigerians in the capital market, resulting in an ownership of 26.82% for the Odu’a Group, 22% to diverse investors and 51% to Blue Circle.
Another cement company slated for sale was Nigercem, with 40% ownership by the governments of Abia, Anambra, Ebonyi, Enugu and Imo states, and another 11% by the Federal Government. As the eastern states dithered on selling their 40% stake, the FG sold off its stake on the floor of the stock market, leaving the state governors reeling.
With Nigercem and WAPCO gone, Dangote set his sights on the only available cement company yet to be privatized – BCC. The decision to acquire BCC was strategic for Aliko Dangote. The Benue Cement Company was one of 7 indigenous cement companies operating in Nigeria.
The company is located in the Mbayion District of Gboko in Benue State, where an abundance of limestone deposits can be found. In its early days, the company had a production capacity of 900,000MT and sold the popular Lion Brand Portland cement. The strategic location of the plant was such that, the Lion Brand Cement could be sold within the middle belt, Northern and Eastern states of the country.
For Dangote, this was critical to his quest to ratchet up market share and secure distribution channels. But acquiring BCC wasn’t going to be easy. It came at a huge cost that turned out to be not just financial but also brought him enemies in a part of the country, who held back their acquiescence with disdain.
It was April 19, 2000, and the National Council on Privatisation (NCP) opened bid for the prospective core investors to show interest in the acquisition of the FG’s stake in Benue Cement Company Plc. Top bidders included Dangote Industries Limited, Blue Circle Industries and Swiss-based Cementia.
Ahead on the list of potential winners of the bid was Cementia, which not only held 4% stake in BCC, but was responsible for the design and construction of the factory. It also managed the plant on behalf of its shareholders. Blue Circle already owned 51% stake in WAPCO and also looked like a formidable suitor for Benue Cement’s ownership.
The third bidder, Dangote Group’s claim was that it owned a 750k metric tonne per annum bagging terminal in Lagos. Without any considerable experience when compared to the other bidders, it seemed that Dangote had no chance of winning. To win this bid, the 43-year-old Aliko Dangote would have to fight his greatest battle yet and gore an ox or two along the way.
The battle for BCC
As the bid opening for the sale of BCC drew closer, the trio of Dangote, Blue Circle, and Cementia sharpened their strategies. For Blue Circle, its experience in running a cement plant was a huge advantage and no one could question its credibility. For Cementia, the 4% stake it had in BCC and its status as operator and builder of the plant put it in a position of strength that the others did not have.
For Aliko Dangote and his group, exploiting the weakness that was inherent in his competitors was going to be his apparent strength. A weakness neither of them knew they had and a strength so potent, it would come to be synonymous with Aliko Dangote for many years to come.
Long before the bid, the contenders took their battle to the media. In a government-sponsored privatization, failure to have a winning media strategy is as bad as not having the money to pay. The stage was first set when then President Olusegun Obasanjo reiterated that, “we will ensure that in every instance, the ownership will not be concentrated in the hands of a few private owners, such that there will be an impression of transferring public companies into private monopolies.”
This statement, as innocuous as it may have seemed at the time, packed a lot of punches. No sooner had it been uttered than we saw the first salvo fired against none other than Blue Circle. In a magazine article about the transaction, Blue Circle was accused of trying to corner the entire cement market, having already owned 80% of the market, in view of its shareholding in Ashaka Cement and WAPCO.
In another article, an anonymous source claimed that Blue Circle was “buying the good cement companies to thereby trap Nigeria so that they can reap monopoly profits.” Another article quoted a PDP stalwart, Alhaji Bala Ka’oje, who chimed in by stating that he thought “it is better for the government to stop the exercise until the Decree is reviewed to ensure a free and fair privatization exercise because the decree as it is now is not explicit.”
The decree he was referring to was the indigenization decree that was promulgated under the leadership of military leader, Olusegun Obasanjo who incidentally was now the democratically elected president. To make matters worse for Blue Circle, rumours started spreading that it would soon be acquired by Lafarge and that it was all a ploy by the French company to corner Nigeria’s cement market.
Only one person stood to benefit from all this – Aliko Dangote. With Vice President Atiku Abubakar and then head of the BPE, Mallam El Rufai on his side, the odds were stacked in favour of Aliko Dangote. But it wasn’t going to be easy. As the media battle ensued, Blue Circle also stepped up its campaign to control the narrative.
Doubts about Dangote Group’s experience as a cement producer started to gather storm in the most unlikely places. A cross section of people from the Mbayion community commenced writing petitions, calling him an economic saboteur. In the petition, they claimed that “the bid by Dangote had ulterior motives and has the effect of finally nailing the coffin of BCC so that Benue State would perpetually lag behind in economic development and therefore conform with their political agenda, which is economic domination.”
A month later, reports emerged that Lafarge had acquired Blue Circle UK and merged with Cementia, thus effectively controlling the African cement market. The media war that started a month earlier, raged on as opinions became divided on whether to sell the company to a multinational or to a Nigerian owned company, whipping up sentiments of nationalism.
Results of the bid indicated that Dangote Group offered N5.30, while Lafarge offered N5.35 per share. Yet, sentiments and political pressure had swayed the bid in the favour of Dangote Group. Blue Circle reportedly pulled out, while Cementia Lafarge “fell out technically” and did not bother to bid again. To the consternation of a lot of people, the Dangote Group eventually paid N918 million to acquire BCC in the summer of 2000. While he won the battle, the outrage that would ensue cast a cloud over the entire transaction.
The host community lashed out furiously, and most indigenes of Benue State believed that they had been shortchanged. The matter generated so much controversy, that the National Assembly had to wade in and conduct a hearing to deliberate on the matter.
One of the most vocal citizens of Benue State against this acquisition was then Minister of Industry, Iyorchia Ayu. In one of the hearings, he accused Vice President Atiku Abubakar of single-handedly giving anticipatory approval to the takeover of BCC by Dangote. According to one account, Ayu claimed that as at July 1999, Dangote had no plans to buy BCC and only declared intent by the end of the year.
He also claimed that Dangote had insisted that he would take over the company “no matter whose ox is gored” and put out an advertorial with the expression, “to support domestic capital and indigenization” of Nigerian companies. Despite all the tirades and community backlash, Dangote had the support of the government of the day who made sure that the acquisition was irreversible. With BCC in the bag, Dangote set his sights on the next-door neighbours.
Capturing Obajana Cement
Two years later in 2002, Dangote Industries Limited invested in the Obajana Cement plant, then owned by the Kogi State Government. Unlike the controversial BCC transaction, the Governor of Kogi State, Prince Audu, was more favourably disposed to the sale and courted Aliko Dangote, who reciprocated in kind.
In a quote attributed to the then 46-year-old billionaire, he expressed his admiration for the governor, who was seeking a reelection at the time. “Under the able leadership of Prince Abubakar Audu, the crown Prince of the Niger, Kogi State is setting the pace in mutual business relationship with us as the local partners in the industrialization of the state in particular and the nation at large.”
With BCC and Obajana fully secured, the Dangote Group went for the next big leverage. The government of Obasanjo granted the group investment incentives to help the group consolidate on its investments.
Minister for Transport, Ojo Madueke, disclosed at the end of a Federal Executive Council meeting that Dangote Industries’ three plants, Ibeshe (Ogun State), Obajana (Kogi State) and Odukpani (Cross River State), would be granted pioneer status in the area of cement production for seven years.
The government also granted the firm 2.5% duty on all plants, machinery and quarry equipment, exemption from payment of the Value Added Tax (VAT) on all plant machinery and quarry equipment, as well as the payment of 5% duties on construction materials not available in the country.
According to a newspaper report, Madueke explained that Dangote Group had requested that it be granted pioneer status for 10 years, exemption from payment of duties on all plants machinery and quarry equipment, exemption from payment of VAT on all plant machinery and quarry equipment, exemption from payment of duties on construction materials not locally available, massive road construction at sites of the plants by the Federal Government, as well as the permission to import five million metric tonnes of bulk cement at a maximum rate of 5%.
In addition, the government introduced a policy that completely banned bagged cement importation and phased out bulk cement importation over a five-year period. With the acquisitions completed and incentives secured, Aliko Dangote was well on the path to being the single largest cement producer in Nigeria.
Having shown Lafarge what he could do with the state on his side, no one could dictate the direction of the market and no company could dare compete with his empire. That was until an unfamiliar foe, in the name of Cletus Ibeto decided that it was time to disrupt the cement market, not by producing but importing cement; a move that not only threatened to crash the price of cement, but precariously threatened the very existence of Dangote Cement as a market leader in cement production in Nigeria.
Ibeto back on track
As Dangote consolidated on the expansion of his production capacity, Cletus Ibeto also stepped up plans of owning the South East area of the cement market. Ibeto had received a “permission” from the government to allow it import “an unlimited quantity of cement” for 10 years which did not require that he back this up with proven investment in local production of cement.
This apparently gave him some advantages over the likes of Lafarge and Dangote. Realizing the imminent threat, Lafarge petitioned the Obasanjo government, which quickly banned the importation of cement by Ibeto Group, ultimately leading to the ill-fated clampdown on its Port Harcourt warehouse in 2005.
Believing this to be a temporary misunderstanding, Ibeto put across calls to people in positions of influence to help overturn the ban. As he worked his contacts, he was duly informed that whilst Lafarge was the primary petitioner, the biggest threat to the opening of the plant was the Dangote Group.
The company had just helped fund President Obasanjo’s reelection bid and was by then, well in bed with powerful government officials in charge of setting economic policies. Ibeto pondered on how he could salvage the situation. At risk was about 180,000 metric tonnes of bulk cement, waiting to be discharged by six vessels. In February 2006, Ibeto wrote a passionate letter to President Obasanjo begging for the President’s “understanding in respect of whatever transgressions I might have been accused of.”
The content of the letter suggested a man that was losing it financially and mentally. In one of the paragraphs he said, “I have no intention to open up an argument on this matter, but only wish to crave your indulgence for a merciful and fatherly intercession, and to pledge that in all my dealings, I shall always remain faithful, and align myself with the hallowed ideals and laudable programmes of your government”.
He went further, “I have with great trepidation and despair, noted the depth of your disenchantment towards me and realize that I can only hope on your renowned Christian magnanimity, that there is space left in your large Christian heart to afford me the mercy I crave and give me the opportunity to prove my good faith towards this government and its programmes.
“I make this solemn promise; that if Your Excellency will revisit the issue and resolve it in a manner that will enable me to avoid utter ruin, I shall employ all that is salvageable from my cement concerns, to focus on the work going on towards the actualization of my planned cement project in Ebonyi State, to ensure that the factory is completed in record time.” Ibeto again sent another letter to the President in March 2006 entitled “Further Appeal for Clemency” pleading that “All the structures and systems the Ibeto Group has laboriously built over the years are rapidly crumbling, and may totally collapse if there is no succor coming to us soon…”
As Ibeto wallowed in despair, Dangote Cement’s business took shape and started to soar. By 2005, the cement business was unbundled from Dangote Industries Limited, keeping it as an entity on its own. Construction of the company’s first cement production plant in Obajana was also underway and progressing positively.
Dangote’s plan for domination in the cement industry was, in hindsight, very well executed. The acquisition of BCC was strategic for Dangote and the media and reputational battle that followed the transaction was worth the sacrifice. By acquiring BCC, the company had a cement plant that was already in operation. This ensured that it could not only generate cash flows to fund working capital requirement, it also had the leeway to import cement in line with the government’s backward integration plan. Obajana on the other hand would be a new cement plant, built with modern infrastructure that enabled cement production at an efficient economy of scale. Same model in Obajana would be replicated in Ibeshe.
While rumours suggested that Dangote could be behind the apparent rejection of all pleas from Ibeto. The billionaire tried as much as he could to stay away from the matter. But it was not until July 2007 that newly elected president, Alhaji Musa Yar’Adua granted Ibeto his wish by reopening the Ibeto Cement Plant in Bundu Ama, Rivers State, allowing him to manufacture and import cement once again.
The closure of the Ibeto factory was a humbling experience for the Nigerian business magnate. As he pondered on what he had just been put through, his mind flashed back to the many battles he had fought and survived. After a Supreme Court Judgement made him lose a bank in the nineties, the billionaire had embraced the humiliation of sitting for WAEC exam at the age of 48 and later bagged a degree in accountancy at the age of 48. He also recalled turning down a huge opportunity to export refined “lead products” to former Iraqi President Saddam Hussein citing ethical considerations as the reason. This decision cost him significant amounts of money that he could have invested in this same Bunda Ama Creek cement bagging factory that had been banned by the Obasanjo Government.
For about two years that his cement bagging plant was shut, the likes of Dangote Group and Lafarge had forged ahead. In that year, Dangote Cement’s Obajana Cement Plant with two production lines and a capacity of 5 million tonnes per annum was commissioned. Lafarge had merged with Cementia and acquired Blue Circle to become Africa’s dominant cement manufacturer. For Ibeto, it would be about setting the restart button for a business he always thought was the most lucrative anywhere. He once remarked, “Cement is one of the best businesses in the world….it is better than crude oil.” Ironically, his return to the market was positively received by his competitors (at least in the media).
To compensate Ibeto for the two years’ loss of business, the government of Musa Yaradua granted his own tax breaks. Ibeto Group was granted a 5% duty waiver and allowed to import cement “VAT free as compensation.” One columnist reported that the move gave Ibeto Cement a cost reduction of about 12.5%, compared to what other importers were getting. Ibeto was also accused of selling cement to distributors at a price inclusive of VAT; Ibeto denied it.
On the 19th of September, 2007, Ibeto opened the Ibeto Cement Factory in Port Harcourt, Rivers State, taking delivery of about 35,000 metric tonnes of bulk cement from Indonesia, which was the equivalent of about 1,750 bags of Cement. He imported raw cement and then bagged it for resale, not to be considered as manufacturing of cement. Ibeto also promised to do whatever it took to bring the price of cement down and promised not to “allow the monopolistic gangs take over.”
He also boisterously told reporters that cement should sell for N1,250 per bag and predicted a crash in the price of cement in the future. Despite all the rhetoric, Ibeto Cement still did not locally manufacture cement and cement prices never came down. By December, the price of Cement had risen to N1,850 per bag, in what many blamed on Government’s failure to renew import licenses.
This built up pressure on the Minister of Commerce and Industry at the time, Charles Ugwu, to reverse the controversial ban on importation of cement. Those against lifting the ban believed that local manufacturers needed time to attain a production capacity that would surpass local demand and therefore crash prices. In the interim, Nigerians had to pay the ultimate sacrifice by paying higher for cement. The Government granted tax breaks, allowing local manufacturers to build enough capital to fund capacity expansion.
Official estimates in 2007 placed Nigeria’s annual demand for cement at about 17 million metric tonnes, as against local manufacturing capacity of about 8.46 metric tonnes. Local manufacturers only accounted for about 43% of total supply, while imports made up the balance.
The implication was that, so long as local demand outstripped supply, cement prices would remain high. But with the government determined to grow local production capacity, local manufacturers of cement like Dangote and Lafarge had enough incentive to continue to invest in capacity expansion, even if it meant that Nigerians paid a premium for this sacrifice.
Ibeto knew he still could not be referred to as a manufacturer of cement and had to do something about it. In October 2007, he announced that he would be commencing cement production from limestone in Ebonyi State. However, the Bundu Ama factory would grow to have a Flat-storage capacity of 50,000 metric tons and a production capacity of 1,500,000 tons per annum, producing about 6,000 metric tons per day.
It also boasted of two (2) production lines with a total production capacity of 5400 of 50kg bags per hour. Having lost out on some of the existing cement plants in the country, Ibeto turned his sights to the South East where he had a foothold. Just like Dangote, he zeroed in on a troubled moribund cement manufacturing plant which had been privatised by the Government in 2001.
Eastern Bulk Company won the bid as core investor in Nigercem, owners of Nkalagu Cement plant, Nigeria’s oldest cement plant located in Ebonyi State. Nigercem was once a bastion of Eastern industrialization. Upon its acquisition, Eastern Bulk Company held on to 60% of the stock, while Ebonyi State Govt owned 10%. The rest was owned by Nicon and the public. Unfortunately, for over a decade, the promise of bringing back the glory days of cement production in the South East did not materialize from the privatization. The plant remained comatose and rather than create jobs for the people of Ebonyi State, more jobs were lost.
This situation made the plant an obvious target for Cletus Ibeto and so in 2011, he acquired Eastern Bulk Cement Company. Unfortunately, the same fate that befell Aliko Dangote’s acquisition of BCC, in a way affected Cletus Ibeto’s acquisition. In the case of Ibeto, he garnered the support of the community, while the state government, led by Martin Elechi, was fiercely against the acquisition. The Ebonyi State Government believed that the company had shown over the years that it was incapable of turning around the historical cement plant; thus, it moved to revoke the acquisition of Eastern Bulk by the Ibeto Group.
This was 2014 and Martins Elechi was taking on a different Cletus Ibeto. Having fought so many battles and survived scathed and unscathed, he had learnt too much to be pushed over. He knew that to remain an importer of cement, he had to own a cement manufacturing plant. By acquiring Eastern Bulk, no one, not even a state governor would stop him. He went into overdrive. He started by using the power of the media to force the narrative against the embattled Ebonyi State Governor.
Ibeto also cornered leaders of the host communities in Nkalagu to his side. Elechi fought back hard and soon dethroned the three traditional rulers of Nkalagu community. Elechi also revoked the Certificate of Occupancy of the land upon which Nigercem was operating.
Aides of the governor remarked, “As we warn the Ibeto Group and its internal collaborators against their continued efforts to compromise and misinform innocent villagers on the true state of affairs in Nigercem, we assure the people of Ebonyi State that under his watch, Governor Martin Elechi will never enter into any arrangement or make any deal with any individual or group which will mortgage the present or future economic interest of Ebonyi people.” Ibeto heard the comment and laughed hard, the governor did not know what was coming his way.
In the summer of 2014, Martins Elechi was engrossed in a string of impeachment proceedings in the State House of Assembly that threatened his succession plans. His advisers informed him that Cletus Ibeto sponsored the legislators who wanted to impeach him. Ibeto, of course, denied it remarking that “I remain a businessman; that man should stop being afraid of his shadows.”
The infighting in Ebonyi State continued as Governor Martins Elechi supported his Minister of Health, Onyebuchi Chukwu, to succeed him as governor. His deputy, David Umahi, felt aggrieved alleging that his boss had reneged on a pact to support him as the next governor. Between 2014 and the end of Elechi’s tenure in 2015, he ended up facing one political battle after another. In one of the most infamous standoffs, arson was committed at the state house of assembly and the governor barely survived an impeachment notice.
Eventually, David Umahi won the primaries and was elected governor of Ebonyi State. The new governor unsurprisingly favoured Ibeto’s ownership of Eastern Bulk Company and chided his predecessor for stalling the acquisition. “I advised him on the case of NigerCem and the clergymen also did. By now, Ibeto would have revived the company but he refused.” Umahi remarked. As Ibeto and Umahi rekindled their love and triumph, Martins Elechi faced EFCC quizzes and also had his 8 year tenure as governor probed by his successor. The probe still continues today.
As history has taught us, the cement industry’s relationship with crony capitalism is alive and entrenched. The role of the Federal and State governments cannot be overemphasized. For Ibeto and Dangote, the path to ownership was similar in many ways, even as both continually blamed each other for their successes and downfalls. In the case of Ibeto, the setback between 2005 and 2007 was costly, though he has tried to recover through the acquisition of Nigercem and the operations of his cement plant in Rivers State.
For the people of Benue State, their ownership of BCC dwindled from 29% to under 5% by 2009 a year before the merger. By 2014, their ownership stake had dropped to zero. The Governor of Benue State, Gabriel Suswam had presided over the sale of about 43 million units for a total purchase consideration of about N9.6 billion. In a twisted irony, some of the people of Benue State who had once resisted the acquisition of BCC by Dangote, vehemently criticized the sale.
Just like in the case of Ebonyi, the successor of Suswan, Dr Samuel Ortom commenced probe of the sale but to no avail. Indeed, George Akume, another Governor had halted the court process and probe into Dangote’s acquisition of BCC years earlier. But for Aliko Dangote, he would only soar to higher heights. In July of 2010, he changed the name of Obajana Cement to Dangote Cement.
Two months later, he oversaw a scheme of merger between Dangote Cement and Benue Cement and in October of the same year, listed Dangote Cement on the Nigerian Stock Exchange. In 2012, he opened the Ibeshe plant in Ogun State with 6 million metric tonnes capacity. That same year, Obajana increased its capacity by 5 million metric tonnes. By 2014, Dangote Cement had expanded into other countries.
In 2010, Forbes ranked Aliko Dangote as the 463rd richest man in the world, estimating his net worth at $2.1 billion. A year later, he was named the richest man in Africa with an estimated net worth of over $10 billion. By 2018, Dangote Cement revenues had grown from about N61.9 billion in 2008 to over N800 billion in 2018. Within 18 years of the acquisition of BCC, the cement company has grown to be largest in Africa, with a market value in excess of N3.6 trillion.
Because of this incredible feat, the Dangote Group is seen by many as one of the most revered companies in Nigeria. Critics blame the roles of successive governments for its commanding market share. On the other hand, some cite the rising price of cement, juxtaposed with the incredible profit margins posted by Dangote Cement as proof that Nigerians are being shortchanged.
In 2017, its earnings before interest, tax depreciation, and amortization (EBITDA) margin was up 51% to a N388 billion at a 48% margin. Earnings per share is up 33% and dividend up 24%. Dangote Cement had also ramped up its capacity to about 29Mta in Nigeria, over 65% of market share and 46Mta across Africa. Obajana’s capacity will rise to 13.25Mta, Ibeshe 12Mta and BCC, the plant that started it all, with 4Mta. Dangote Cement is also present in several African countries spreading beyond the reddish sands of Mbayion.
Never did a 43-year-old Dangote believe that 18 years later he would be this rich, He still owns almost 90% of the company which is expanding into several countries within sub-Saharan Africa, perhaps replicating the same model that had worked so well in Nigeria. For Cletus Ibeto, even though he publicly remarked that he had “forgiven and forgotten” he will forever silently blame Obasanjo as the man who nearly killed his dreams.
The closure of his cement plant caused him billions of naira in lost revenue and value and cost him a significant portion of the local cement market share. However, Ibeto has fought too many battles not to know that you only live to fight another day. With the successful takeover of Nigercem, he can start to rebuild and expand eastwards. On his side are some American investors who recently declared an interest in acquiring a stake in Nigercem.
It is a familiar playbook used by his fiercest competitors: get a technical partner, raise foreign funds, get state and federal government support and concessions, commence production and corner a portion of the market. The cement market is different from what it was 10 years ago and Ibeto knows that there is little to zero chance that he will control market share.
Aliko Dangote has demonstrated what can be achieved when you have guts and government by your side. Ibeto had all the guts any businessman could ever wish for but now, he knows that in the cement market, there is no glory without government.
Materials for this story were obtained from annual reports, press releases, information memorandum, NSE filings, company websites and other publicly available information. This is a Nairametrics creation.
Reprint, curation, adaptation or re-posting this story without the consent or approval of Nairametrics will be viewed as plagiarism.
Corporate Story: The rise and fall of HiTV
In this latest installment of Corporate Stories, we are going to tell the story of a young man, who dared to take on a mighty monopoly with his start-up.
The story navigates through the murky waters of corporate competition. It is about displacing a corporate monopoly and the perils of riding that success.
It navigates the intersection between crony capitalism, patient capital and executive exuberance. It serves as a lesson for any self-determined visionary out there who is building a start-up to take on the next vulnerable monopoly.
Defeating the monopoly
“Power is about to change hands,” a newspaper headline read in late 2006.
A week before then, on November 6, 2006 to be precise, a competitive bid was being held somewhere in the United Kingdom. For the first time, a “proudly Nigerian owned” company was about to displace a foreign owned monopoly that had cornered Africa’s largest market for about 13 years.
At stake was a bid for “Territory 70”, a commercial term for the Nigerian market; it was made separate from the rest of Africa by the owners of one of the most valuable content in the world after they recognized the value which demographics portends for pricing its product. Seven Nigerian companies submitted bids, but that night only one was favoured to win nearly 70 percent of the total package on offer. That win, would of course, be to the detriment of the behemoth that was a ruthless monopoly from South Africa.
As the bid came to a grand close, a local startup was set to do the unthinkable.
Nigeria’s HiTV was announced as the winner of Nigeria’s “Live A” for Territory 70, giving them exclusive rights to broadcast Premiership football matches in the whole of Africa, while the “Live B” offer was given to Free to Air Broadcasters in Nigeria and included a single non-exclusive premiership match.
It was a massive victory and the beginning of a new dawn for Nigeria. “Never again, will we allow a foreign monopoly take advantage of our market.”
At the heart of the victory was a young handsome lawyer called Toyin Subair.
His startup, Entertainment Highway Limited “HiTV” had just pulled off the unthinkable and was in a few months about to shift the pay TV dynamics in Nigeria. In his corner, was the Minister of Information and Culture, Frank Nweke Junior, who had promised that as minister, the foreign dominance of premiership rights in Nigeria would be shattered. His vision of seeing a Nigerian company own broadcast rights to premiership in the country was far more important than anything else. This promise was about to be fulfilled and there was no turning back.
The deal was reportedly worth over $28 million and with the government firmly behind the startup, no one was going to stop the successful launch of Nigeria’s first truly pay TV channel, which was taking the market by storm, with the crown jewel that was the Premiership rights. According to an FT article that chronicled the significance of this achievement, HiTV had spent about “$28m in 2006 to secure the right to broadcast English Premiership football for three years even before they had sold a single dish.”
It was stuff made of legends and had all the ingredients of success.
Behind this remarkable deal was Guaranty Trust Bank Plc, then led by the Late Tayo Adenirokun. The bank financed the transaction and reportedly took 15% equity in the company.
The political class also gave their support in full. Mr. Frank Nweke was so determined to ensure that a Nigerian company win this bid, he even accompanied them to the United Kingdom to ensure that broadcast rights to Nigeria was unbundled from the rest of Africa. It did not end there; to demonstrate this confidence, on the early hours of February 2nd, 2007, he arrived at the offices of HiTV to buy the first “receive equipment” from the company as it began operations the same day. Mr. Nweke remarked that the reason he had come so early to buy their equipment was “to show solidarity with Hi-TV,” because its CEO, the young lawyer, Mr. Toyin Subair, “embodied the Nigerian spirit.”
Toyin Subair or TSub, as some referred to him in his humble days in Surulere in Lagos, has always had a very infectious personality. A dashing looking guy and a smooth talker, Toyin, they remarked had a magic about him that drew the admiration of anyone he related with. It was like a gift, the type only the great Man from above, could bestow on someone sent to earth on a mission.
From his secondary school days in Federal Government College, Kaduna to his university days in Lagos State University (LASU), Toyin was loved and respected. Guys wanted him around and the ladies were enchanted and attracted to his charm and looks.
He graduated with a Law degree from LASU and soon joined the chambers of a notable law firm at Professor AB Kasunmu’s Chambers. There, he also charmed his colleagues and employers and soon became a favourite of the lead partner as he got close to the family.
As a young lawyer, Toyin took his job seriously and by leveraging on his tenacity, interpersonal skills and charisma, he quickly rose through the ranks in the law firm. His relationship with clients ensured more jobs accrued to the chambers and soon, he earned the confidence of his boss who perhaps hoped, he could one day lead the law firm in future.
He was known to close associates as a bit of an extremist; when he set his mind on something, he executed it with all his heart. Never one to do things in half measures, he embraced work and life to its maximum capacity.
He soon left Kasunmu to setup his own Law firm in 1997. It was named Abraham & co, Solicitors & Advocates. The name Abraham was Toyin’s adopted Christian name after he became born-again in the early nineties. As an extremist, he took his new found religion seriously and was very well known within pastoral circles. His conversion was a regular testimony and an inspiration to anyone who found it hard to break the shackles of inherited religious inclinations.
Business also appeared to be going well for the young lawyer. As is typical with the law profession, smart lawyers who resign from bigger firms often leave with close and often lucrative clients whom they had served in various capacities for years. For someone of Toyin’s charisma and interpersonal skills, it wasn’t difficult to upset the powers that be at AB Kasunmu. Abraham & Co started to grow and with time acquired notable clientele such as Microsoft, HP, Nigerian Television Authority, Multichoice and MNET in its portfolio.
Toyin was also very close to one Adewunmi Adedeji Ogunsanya, a close family friend in the nineties and through Adewunmi he often got briefs as a one of the legal advisers to Multichoice Nigeria Limited, operators of DStv in Nigeria and a future competitor. As a young lawyer and smart businessman, Toyin allegedly studied the business model for pay TV in Africa. He understood the dynamics of the business and how to broker deals with content providers. Unbeknownst to Dewunmi, the young Toyin would one day use his charm and tenacity to usurp him as the number one pay TV provider in Africa’s largest market.
Battle to stay on top
On February 1, 2007, HiTV was successfully launched as a pay TV station in Nigerian. In attendance was the erudite Minister of Communications and Information, Mr. Frank Nweke Jr. Also in attendance were reputable Nigerian industrialists such as, Mr. Felix Ohiwerei and Senator Olayinka Omilani, the National Vice Chairman, South West of People’s Democratic Party (PDP). Senator Omilani was the father-in-law to the young Toyin and proudly supported his son-in-law in his latest venture.
In addition to the premiership, HiTV also had rights to the Spanish La Liga and the Italian Serie A. They launched with about 17 channels including HiSports, HiSoccer, HiMix, HiNolly, Nigezie and Hi-Ovation. They also claimed to have signed a contract with the American NBA and would also air international channels such as CNN, BBC and Fox Sports.
The strategy here was clear. By using the premiership as the main driver of its business, they could quickly rack up subscribers and gradually get them exposed to other content that they had. In the cable business, sports and more sports, followed by news channels, reality TVs and movies were the keys to locking down subscribers.
But there was also one small hurdle. Nigerians were already used to watching premiership wherever they were; location did not matter, so long as you owned a decoder and a dish. This was a tall order for HiTV which could warrant significant capital outlay that they did not have. It will also meant setting up shops in every part of the country, where it wants to broadcast.
If not handled strategically, they could rile subscribers even before they started, so they decided that the way to go was to adopt satellite option. The difference was that while cable TV as line of sight service requires installation transmission facility in every city, on one location on a good satellite, they claimed, will enable HiTV to be received all over the country.
As Toyin himself opined back then, “We are now on Eutelsat W4, on a spot beam that covers the whole country. Nigerians will thus be able to view all our channels nationwide.”
The hybrid of cable and satellite would perhaps be the solution to one of the biggest challenges the young company will soon face.
As HiTV commenced the broadcast of Premiership football in August 2007, it soon came to appreciate the difference between rising to the top and staying there. At N3,000 per subscription, the company sold at a huge discount to its competitor DStv, which sold its subscription for N9000. HiTV’s decoder was also low in quality and lacked some of the features Nigerians were already accustomed to with DStv.
Considering that it still had limited channels, it could not rely only on the Premiership to court subscribers. They also knew football was mostly during the weekends and quickly faded once the games were over. Its strategy was to offer subscribers one-year deals of N36k in exchange for free decoders and access to their content for a year. While, DStv offered one-year subscription but you only had to pay for 11 months. The 12th month was free, but you had to pay for decoders.
By starting out with a price war, HiTV showed its hands early and told an already experienced competitor how it wanted to play the game.
In hindsight, this was perhaps a wrong move. Not to be cowed by the first major threat to their market dominance, DStv would fight back. They entered beast mode and deployed all the contents in its arsenal to ensure it kept the loyalty of its subscribers. It first yanked off CNN and Al Jazeera from HiTV and invested heavily in more content. Its Big Brother Franchise, which had in 2006 captivated Nigerians was extremely popular and still of immense value to viewers.
The reality program, keeping up with the Kardashians, which had just premiered, was a fan favourite. They also had the compliment of music channels, MTV and Channel O, and shifted strategy to developing more home grown content.
If there was party who had something to lose here, it was content hungry Nigerians who now had a choice to make and DStv made sure it wasn’t going to be a zero sum game.
Considering the flurry of content still available at rival DStv, families had to make an expensive compromise; to appease their wives and kids, soccer loving dads had no choice but to own both HiTV and DStv decoders. The division was clear as women and children would not trade any of their content for football.
It would be the first major defence thrown at HiTV – a sign, that DStv was not about to be pushed aside so soon.
Nevertheless, within a year, HiTV quickly racked up about 240,000 subscribers to DStv’s 200,000. Most of them were football loving subscribers who could not let go of their darling premiership. By 2009 subscription cost went up to N4,000. Despite this impressive number, it still fell short of paying back the premiership rights let alone servicing the existing loans. The company would have to achieve at least, 500,000 subscribers if it was to be profitable and boast of a comfortable cash rich balance sheet.
It was a tall order; just as balancing the books was a major challenge earlier on for HiTV, so were other teething issues. The company had major service delivery issues. Complaints flooded their customer service centers from all parts of the country. For example, after paying for subscriptions, it took the company days to activate viewing; customers became accustomed to going for days without service after making payments – there were more scrambled channels than content; customer service could not face up to the deluge of complaints they were getting and soon incurred the wrath of subscribers.
The quality of viewing soon dropped and service disruptions became a norm.
A thread titled “HiTV or Hi Rubbish” was soon on Nairaland, Nigeria’s most popular online forum. The opening thread encapsulated the major complaints being experienced by Nigerians.
“Dear Nairalanders, after HiTV succeeded in making us subscribe for 12-month subscription all because i cannot afford to miss watching my exciting premiership games, they have started with their Hi Rubbish.
“Do you notice they have been scrambling and descrambling before they FINALLY SCRAMBLED on Wednesday? I called their customer care and the girl that responded was merely laughing when i complained about this rip-off? What do you think i should do?”
The thread was vicious. Amid all these complaints, rumours started to swirl about the lifestyle and conduct of the charming and exuberant Toyin Subair.
Lifestyle of the Rich and Famous
In one story of his reported flashy lifestyle, Toyin was alleged to have thrown a birthday bash in London where he spent N5 million on champagne. According to media reports, the company’s account was debited for the bill. The media was on the prowl and reports started surfacing about his penchant for the high life. One report suggests he had about 10 flashy cars and was often seen driving by himself. Some claimed that he often travelled on first class when attending meetings abroad and flew nothing else but private jets for local travels. Others close to him revealed his high tastes for expensive designer wears, including wrist watches and shoes.
Toyin would deny some of these claims years later, insisting that everything he did was within the company’s corporate governance code. He however did not explain how he funded the flashy cars or if it was part of the company’s fleet. But as he came to learn later in life, perception is often reality, especially in the internet age where your image and profile can be distorted when shaped by bloggers and powerful influencers.
It is thus impossible to disentangle the story of the failure of HiTV from the flashy lifestyle of the mercurial TSub, who from his heydays in Surulere, was known for his charisma and style. A man’s reputation is often perfectly correlated with the success of his enterprise. When your business is doing well, accolades tend to follow. And when things go downhill, people look for scapegoats and more often than not, the man at the top is an easy target.
At the shimmering height of HiTV, Toyin Subair was the toast of the media and entrepreneurship community. Toyin in 2009 won the Young Manager of the year 2008 at the ThisDay awards and the City People Awards-in the category of the Entrepreneur of the year 2008. In 2011, he also won the award of “New Champions For An Enduring Culture” at one of ThisDay’s biggest award shows to date. The award graced the presence of Bill Clinton and Arnold Schwarzenegger. He shared the award with the likes of Chimamanda Adiche, Chiwetel Ejiofor and 2Face.
Toyin was also invited as a guest speaker in several entrepreneurial events, lecturing aspiring up-and-coming founders on how to follow their dreams. He would eventually come to realize that success has many fathers but failure is an orphan.
In February 2009, HiTV announced that it was having its anniversary dinner as a way of saying “thank you” to their dealers and “media friends”. When asked why it was necessary to have a dinner after just 2 years of operation, Mr. Subair responded uncannily:
“A whole lot, that we are all alive and well and that the business is growing stronger is so much to be thankful for and we are indeed GRATEFUL TO GOD.
“We are also expanding rapidly, opening friendship centres in partnership with our distributors so we can be closer to our customers and offer them a much higher level of service. We have already opened one in Kano and several more will be opened within the next few months.
“We also now have a more robust subscriber management system that has greatly improved our processes and removed a lot of the challenges we faced in the past. Our new office in Ikeja will be open to the public shortly and the location comes with ample space to serve our customers better.
“We are also on the verge of hitting our 200,000 subscriber mark after only two years of commercial existence and this goes to show the confidence Nigerians have in our service as they continue to acquire it. This is definitely worth celebrating.
“We are moving from being a startup to a full operational company. Whilst we were expected to outperform a foreign owned, financed and run 15 years plus business on day 1, we have worked very hard to do this in the last 18 months and are very proud of ourselves.”
This was the sort of response you would expect from a man bursting with confidence and looking into the future. It is how startup founders sound when they have the imaginary halo effect on them. In retrospect, it will also be unfair to read negative connotations into this response. HiTV was the toast of the media and had just displaced a cable TV giant – DStv.
The Business model that wasn’t!
With subscriber growth approaching 200k, his business model seemed to be super tight. To scale quickly his pay TV startup, his model was to focus first on sports (football in particular) and then gradually introduce other entertainment channels.
He confirmed this in one of his interviews:
“HITV was never set up to sell football only; it was circumstances that led us to use football at inception as our mainstay content. We have used football to gain the high-level of acceptance we hoped to get. Now is the time to go back to our original business model, which offers Nigerians unparalleled entertainment.”
The staying power of cable TV in Nigeria was not just about sports; it was offering a blend of content for women, children and organisations. Family entertainment had to be the goal for any composite content offering. Unfortunately, he had just lost rights to CNN, Discovery Channel and did not have MTV Base, the leading music channel in Africa at the time.
But HiTV did not just rely on sports. To the company, sports was football and they spent millions of dollars securing rights to some of the best football content in the world. The company was the major broadcast right owner for EPL, La Liga, Serie A and UEFA Champions League. It was only on HiTV that viewers could watch Premier League, Carling Cup, Serie A and the Champions League from next season.
The media soon observed HiTV’s reliance football as a downside risk and pressed its young CEO on the way forward. The downside risk of relying on one content stream was grave and if that door was shut, the company could crumble.
HiTV did respond with a slew of organic channels. It had about 25 channels out of which 5 were dedicated to sports. They had 3 channels dedicated to Kids, 4 dedicated to News, 1 documentary channel, 3 Religious channels, 3 movie channels, 3 music channels, 2 lifestyle channels and 1 channel dedicated to the Yoruba audience. However, apart from Fox News, Nigezie and Hi Nolly, the other channels were duds.
As the clock ticked on the premiership rights the company’s service related issues continued to mount. Content partners also started complaining about contract breaches and unfair treatment by HiTV. By October 2009, pay TV cabal, The Association of Cable Television Operators (ACON) dragged HiTV to court for operating in a “tyrannical” way by refusing to grant them access to rebroadcast the English premiership matches even when they were ready to pay for such access. This was ironically the same charge levelled against DStv, the immediate past owners with rights to broadcast premiership in Nigeria at the time.
The cabal led by pay TV operator, CTV accused HiTV of not reselling premiership rights to them, an agreement they claimed to have reached with HiTV a year earlier. They were also upset that with less than a year to the end of the rights (rights were to end in 2010), they still did not have access to broadcast the matches, making them lose money and cut jobs. In one media report, the association claimed it “considers this a heinous crime” because, acquiring the EPL broadcast right was particularly “easy” for HiTV and because it promised the EPL that it was going to allow local cable TV operators “access to rebroadcast” the league game, thereby making the content “more popular.” ACON prayed that the court declare that satellite television companies should license programmes, especially the English premiership matches to other cable TV companies if they are ready to pay the fees.
Toyin Subair responded to these claims by accusing the cabal of being “lazy, running one show as against a more standard structure that can allow them high profile business like rebroadcasting of the EPL.” He further alleged that HiTV offered them the rights but “they don’t want to pay nor give bank guarantee” and accused them of operating “one-man business without structure.” Another remark that would infuriate the operators was this:
“They cried for over fifteen years that nobody could do the business but HiTV has proven them wrong and now they’re talking about courts. Did they ever take DStv to court?”
Multimesh, another of their rebroadcast partners who had their offices in Calabar and got raided by the NCC for copyright infringement, provided an insight into the deal when their CEO appeared at the Senate Committee in early 2009. In a report to a cross section of members of the Senate at a hearing, they claimed that their offices were raided after providing HiTV with a bank guarantee of N30m and N18 upfront payment. Again, TSub dismissed this, alleging that the cheque was cancelled and that what they negotiated was for a 3 months rebroadcast deal for the Port Harcourt area.
Mr. Subair also faced issues with his investors and fund providers (GT Bank). Revenue streams from the cable TV subscriptions were not enough to cover debt service obligations and often fell short of repayment deadlines. Early investors in the company had also not received any return on investment and worried about the perceived lifestyle of Mr. Subair.
Rights to fail
By the fall of 2009, it was obvious to Toyin Subair that getting funding to renew the license would be a major challenge. The company’s financing model was debt and equity but highly skewed towards debt. The company was paying between 25% and 27% interest rate and according to Subair, was paying an average of N1.1billion approximately in interests and guarantee charges annually, for over 5 years.
HiTV wasn’t the only company facing a bleak future. In February 2009, London based GTV, an African Premier League provider owned by Gateway Broadcasting Service or GTV, went into liquidation. The pay TV’s business model was to buy premiership rights from the EPL for Africa and then broadcast to African countries in exchange for subscription. As a startup, GTV raised $200m when it launched the Pan-African service in 2007. From that amount, it paid $20m to show Premier League games under a three-year rights package and aimed for 400,000 subscribers.
As part of its Pan African model for sports, it also backed several domestic leagues in Africa, including a four-year tie-up with the Federation of Uganda Football Association (FUFA) to support its top club competition – the Super League. Well woven into its revenue model was charging its customers lower fees, a strategy that was targeted at Multichoice as well as Canal+, again using a strategy which was strikingly similar to that of HiTV.
Unfortunately, Multichoice was backed by Naspers (one of South Africa’s largest company) and Vivendi backed Canal+. Just as GTV was gaining ground, having secured, 100k subscribers across the continent, the global financial crisis hit in 2008. It would declare bankruptcy later that year and end a once water tight business model that its investors thought would bring down the mighty Multichoice.
HiTV knew the day of reckoning was close and decided early to explore alternatives. Apart from investing in local content and acquiring content for its own stations, it explored the possibility of a joint bid with other cable TV Operators in Africa for Premiership rights. Somehow, its future was inexplicably tied to the Premiership and it had to have a Plan B on the side. To cable TV Operators, Football was the main driver for content and the key to their survival. With the likes of Drogba, Kolo, Toure, Eboue, Adebayor, Michael Essien all at their peak, Africans yearned to see their heroes play weekly on live TV.
The plan was to allow every African country to bid for the EPL rights thus giving each country a bite of the associated revenues that came with their acquisition. According to one report at the time, “it will also allow those participating in the consortium to share satellite capacity and get much better deals on their set-top boxes.” Some reports at the time put the number of companies who had signalled interest in the joint bid at 18. Apart from jointly sharing cost, the revenues from the two main sponsors of the Premier league in Africa would also be split among participating members. In addition, each country could also secure ad rights locally to boost their revenues. Unfortunately, talks broke down as member countries failed to mobilize cash in time for the bid rounds. HiTV found itself going solo for this bid.
As plan B, it had an “understanding” with DSTV that should it acquire the rights to the premiership, it would share broadcast rights to more matches in Nigeria in exchange for fees.
And so, in early 2010, HiTV put in a bid for another 3 year of rights to the English Premiership. According to Mr. Subair, the company paid the EPL $40 million for the first year of the second term of the EPL, with the funding coming “from mostly equity”. For the remainder of the two years, they had to produce a bank guarantee to the tune of a whopping $70 million. Its bankers GTB now had issues getting the guarantee after the reforms of the CBN changed the way guarantees were issued. According to Subair, on a Monday, the day, they were supposed to provide the bank guarantee, the CEO of the bank explained the position of things and assured the English Premier League board that they would get the guarantee they asked for on Friday. By Tuesday (the next day) the rights were withdrawn.
On July 22, 2010, DStv announced that it had won the rights to broadcast 380 Premiership matches in Nigeria plus the Premier League’s 24-hour content service in high definition. Broadcast launch was set for August 13 across the whole of sub-Saharan Africa, including Nigeria.
While HiTV still had the Carling Cup and Europa cup on its bill, it approached DStv which it had an “understanding” with to share broadcast rights to the Premiership 50:50. DStv replied that it was not in its best interest to share – time to have its pound of flesh.
According to a bemused Toyin, “We believe that DStv would be excited at our offer because last season when we paid for the rights, they approached us for a fifty-fifty deal and we obliged with the condition that as a young company we would also like to share fifty-fifty broadcast rights with some of their programmes which were not on our platform. We believed that was a fair offer as a young company, but for reasons they know better, they pulled out. Otherwise we have never had any sour relationships”
In Military circles, whenever you have a chance to destroy your enemies, do so quickly and without mercy. Being conciliatory is forbidden as it could set the stage for your own downfall. It was also an opportunity for Dewunmi Ogunsanya to get his pound of flesh.
DSTV’s refusal to share broadcast right to the Premiership with HiTV was a major blow to the young startup which had issues on multiple fronts. To mitigate the disastrous fallout that loomed, HiTV quickly pivoted its narratives within media circles.
The beginning of the end
In several interviews granted within the period, Mr. Subair told reporters that HiTV was not just a “football only” station, that they also had other relevant content in their bouquet. They added One Music (a music channel) and controversially yanked off Nigezie. Hi Nolly was also revamped to show newer movies rather than the old Nigerian movies that made it such a turn off for non-football lovers. The company also slashed subscription fees for its Premium Bouquet from N6000 to N3000 hoping this would increase its subscriber base from 300,000 to 500,000 in less than 6 months. If only wishes were horses.
As they made all these moves, the vultures circled in on the company. First, it was the shareholders who decided it was time to pounce. Typically, in situations like these, the first option for investors in a company is to increase their equity position and get more inexpensive cash in. That way, the business can assure creditors of their going concern proficiency, thus buying time to draw back some of its lost market share. Unfortunately, HiTV investors who were filled with mistrust and selfish motives had other plans.
The management had put up a proposal that would have the company raise more equity from investors and then launch a possible IPO where they could source more funds from the investing public. The stock market was in a boom in 2008, when talks began for an equity raise. This was a period when confectionaries raised raising billions in the stock market provided they had display window with bread and meat pies as proof that business was good. Had HiTV launched a private placement or even IPO at the time, it could have raised billions from an investing public, with an appetite to swallow any offer that came their way.
Unfortunately, the planned equity drive became bogged down in boardroom politics and shenanigans. While a group of investors saw this as an opportunity to pump in more cash into the business, others viewed this move as a hostile takeover and a ploy to dilute them. In hindsight, Toyin remarked bitterly that there was a clause in the shareholder agreement which “allowed a group of founding shareholders to block the company raising money or selling off a subsidiary. “
It was a lesson on how to not draw up shareholder agreements. In the corporate world, the difference between survival and demise can sometimes be embedded in the fine prints of agreements such as SAs, SPAs and MeMats. When push comes to shove, Memorandums of Understanding and long standing relationships become worthless. Every word embedded in regulatory filings and board minutes are appreciated for its worth. Those who prepare for days like these typically end up winning. In place of friendship, comradeship and chivalry enters lawyers, arguments and personal interests. It’s either I win, or we collectively fail.
By the time the boardroom squabbles were resolved, the stock market boom had bust and stocks were falling like a pack of cards. It was too late to raise any more funds, thus the rush to the banks to raise funds to pay for the second instalment of premiership rights. The company was already paying a whopping N1.1billion “approximately in interests and guarantee charges annually, for over 5 years” Toyin would later reveal.
Nigerian banks held their collaterals very jealously. As most debtors would come to learn rather belatedly, banks are not necessarily interested in your business idea or dream. For banks, their dream is the cash flow your business can start to generate from day one. To further secure their collateral, the source of that cash flow is jealously tracked and ring-fenced as much as possible. It’s the simple logic of following the money.
HiTV’s source of cash flow, was not the company, neither was it Toyin’s personality, vision or tenacity. It was the premiership rights that he once had. Now that it was lost, it was only a matter of time before the vultures start to circle in.
On the morning of November 23, 2011, Page 35 in the Guardian Newspaper, GTB put up a legal notice, claiming that HiTV owed the bank, N9,228,269,021. It then appointed Chief Ajibola A. Aribisala [SAN], a legal practitioner, as receiver/manager “over the entire undertakings, stock, goodwill, plant and machinery.” The cookie was crumbling as the pressure built massively for the young CEO.
HiTV responded through its legal counsel that they had a case in court against GTB claiming “the improper sale of the UEFA rights along with other issues concerning its relationship with GTBank.”
Besides the N9.2 billion claims against HiTV, GTB also had N500m stuck in HiTV as part of its own equity investment in the business, under the compulsory SME Investment Fund requirements of the CBN. Unfortunately for HiTV, this was a period when banks were writing off billions in bad debts, following stricter prudential guidelines by the CBN.
As at the end of 2011, GTB had about N5.2 billion in equity investments in SME’s out of which N2.4 billion were disclosed as “specific impairment”, a financial term for admitting that the ability to recover your money was as good as impossible. By the end of 2012, the impairment had risen to about N3.1 billion. Though not stated in its annual report, sources with knowledge of the transaction explain that the bank wrote off the entire investment in one fell swoop.
GTB has a reputation among defaulting debtors for being brutal when it comes to recovery. Those who have experienced this brutality recall painfully how quickly the bank pounces on your assets especially if they are senior lenders. In the court documents cited at the time, GTB claimed that between August 23, 2007 and August 23, 2010, it granted HiTV loans in local and foreign currency amounting to N6 billion. The loans, it claimed were to be used to guarantee the purchase of rights to broadcast English Premier League, Champions League, Carling cup, English FA cup and other UEFA games.
As was typical with bank loans, part of the proceeds was required to finance working capital requirements as well as fund a reality TV show and also serve as payment to service providers such as MTN and Etisalat.
GTB also had another claim. It claimed Toyin Subair and a relatively young and ‘not yet notorious’ Director, Kola Aluko had signed a Personal Guarantee (PG) and indemnity against any loan collected by HiTV. PGs are a favourite of commercial banks in Nigeria. In business school you are taught that Limited Liability Companies are entities and separate from their owners. Shareholders of companies are only liable to their shareholdings in the company in the event of a default. This is in contrast to sole proprietorships who can have their personal properties confiscated in the event of a default or bankruptcy.
However, banks have learned that companies in Nigeria function differently from what we were taught in business schools. Directors often obtained loans and diverted them to their personal pockets or into other businesses. They were so powerful that other shareholders had little or no say on the direction of the affairs of these companies. As such, Personal Guarantees became another tool used by banks to control their business risk.
In the case of HiTV, the bank claimed that “the guarantee shall extend to cover death, bankruptcy or liquidation of the company and all sums which would have been owed to the bank by the company if the events had occurred, notwithstanding such death, bankruptcy or liquidation of the company, all monies unpaid.”
HiTV responded to the allegations by refuting the personal guarantee claims of the banks. According to the company, whilst they agreed that they collected loans from the bank, they disputed the interest that was charged against them. On the personal guarantee claim, TSub had a convenient answer. He claimed that since GTB was already in charge of revenue collection (all subscription payments went into a GTB account), the bank was the one who failed and refused to comply with its covenants and obligations to repay the credit facilities granted as and when due as stipulated in the offer letters and the deed of all assets debentures.
He further retorted that GTB was a shareholder of HiTV and one of the decision makers in the overall affairs of the company, as a result of this, “it was not possible for him to take any decision without the consent and notification of the bank.”
It is a classic legal response often used by borrowers who understand the legal ramifications of loan repayments and obligations.
He also claimed that “by reason of several agreements and undertakings between the bank and the company, the bank as financial adviser of the company became solo revenue collector, agent, banker right negotiator, and creditor which roles are inconsistent with the personal guarantee issued by TSub and Kola Aluko and claimed the suit by the bank was “unsustainable frivolous and abusive of court process therefore ought to be dismissed.”
Vultures are here
GTB did not like this response and to demonstrate its resolve to takeover HiTV, the receivers arrived at the premises of HiTV in the afternoon of Monday, November 21, 2011. They arrived with heavily armed policemen in “commando style”, simultaneously hitting all HiTV offices in Lagos. They were sealed shutting down operations of the company.
There is a saying that goes “Do not play dead with the vultures, because that is exactly what they want.” A warrant for the arrest of Toyin Subair was soon declared, a vintage move when you are trying to force the hand of a debtor.
In the world of business, the following people have claims as stakeholders: creditors who lend you money, the government who demand taxes from you, suppliers, who need to be paid for their services, employees who should be paid their benefits and lastly, shareholders who want to recover as much as they can from their investments. It’s a lesson every founder of a startup should reckon with, because eventually you are the last man standing.
As the pressure mounted, service delivery dropped to an all-time low. The company lacked the working capital to pay for its content and to service suppliers. Apart from its creditors, its suppliers, with whom they relied heavily on for content soon pulled the plugs. It was a bitter ending. HiTV eventually shut its doors to over 200,000 subscribers and Toyin reportedly left for the United Kingdom where he stays till date.
They say when one door closes another will open. A year after the closure of HiTV, GT Bank launched Ndani TV. This was after Continental Broadcasting Studio, the owners of TVC and Radio Continental allegedly owned by a popular Lagos political godfather and early investor in HiTV claimed that HiTV owed them assets under a collocation agreement signed when things were good.
As HiTV’s situation deteriorated, a new pay TV station known as Startimes was launched. Ironically, their business model was similar to HiTV’s proposed plans (when it wanted to pivot from football); they targeted the lower end of the pay TV market selling subscription for as low as N1000 per month. But unlike, HiTV, they had a better funding structure that could outlast competition.
After a bitter lesson learnt, the beast called DStv, resolved never to play defensive. They went on the offensive and launched their own pay TV for the lower spectrum of the market. That way, they can keep up competition with the likes of Startimes or any other player; keeping them busy while they enjoyed their monopoly on the premium end of the market. Hindsight, they say is 20/20
The dream of a proudly owned Nigerian pay TV station was all but truly over – scuttled by an ill-fated combination of a flawed operational model, poor execution, inexperience and bad funding structure.
It’s a lesson for any aspiring entrepreneur looking to take on a bigger and stronger competitor. To execute a task as onerous as displacing a big and vengeful competitor, you should be able to outlast them in terms of speed of execution, service, funding and God given skill. Having guts is not just enough and governments as usual are hardly reliable when the chips are down.
HiTV lacked the key ingredient required to take on the mighty DStv on their turf. Indeed, no one has come close since 2009, leaving DStv with nearly a decade of unassailable monopoly.
Unfortunately, HiTV’s loss was also the consumers’ loss. Premium subscriptions have doubled over the last 8 years. However, DStv has offered more content and improved drastically on the quality of service.
HiTV came, saw, and was conquered. Ironically, DStv did not need to fight hard; HiTV fell on its own sword, never to rise again. Sometimes all the big cat needs to do is wait patiently till the prey runs out of steam.
Toyin Subair, did survive this debacle but the scars still remain till date. Today he lives mostly in the United Kingdom and still has significant investments in some viable companies. He is reported to be a founder and an early investor in Nigeria’s largest cinema chain in Nigeria and 3rd largest in Africa, Film House, the operators of IMAX Nigeria. He also an investor in Integrated Leisure Property Company Ltd, who are Owners of the Leisure Mall.
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