Heineken Brouwerijen B.V, the major shareholder of the largest brewer in Nigeria, has purchased 3.3million units of additional Nigerian Breweries shares. This was disclosed by the company in a notification sent to the Nigerian Stock Exchange, which was seen by Nairametrics.
According to the notification, which was signed by the Company’s Secretary, Uaboi G. Agbebaku, the purchase was made on the bourse over three transactions on the 8th, 9th and 11th of September.
This disclosure is a regulatory requirement that must be reported to the Nigerian Stock Exchange, especially when a major shareholder or director of a publicly quoted company purchases shares in the company they own.
The analysis of these transactions indicates that the purchase consideration for the 3,354,227 additional units of Nigeria Breweries shares at an average price of N41.16 per unit is put at N138 million.
This purchase and previous purchases further cement Heineken Brouwerijen B.V’s status as a major shareholder; the company has accumulated a total of 11,074,463 since 30th June.
What this means
As of June 30th, when Nigerian Breweries released its Half-year financial results and reviewed its shareholding pattern, the company had exactly 7,996,902,051 outstanding shares, with Heineken Brouwerijen B.V being the majority shareholder with 3,019,363,804 units, which amount to 37.76% of the total shares of the company outstanding.
Hence, with the purchase of 3,354,227 additional units, and previous purchases from August till date, which amount to 11,074,463 units. Heineken’s ownership percentage of Nigeria Breweries is now put at 37.90%.
Insider transactions, both sales and purchases, are often an indication of how shareholders perceive a company’s valuation. It could also mean a possible capital raise or that the major shareholders are strengthening their existing holdings.
In like manners, the purchase of the shares of Nigerian Breweries by Heineken and other majority shareholder has mopped up stray volumes on the bourse, and pushed the stock price higher by 32.4% or N10.05, from N31 it closed at on the 3rd of August to its current value of N41.05, which is 39.21x earnings.
Key takes on NB’s financials
Nigerian Breweries was affected by the disruption in the global and domestic demand and supply chain, as profit after tax of the largest brewer dropped by as much as 58%, at the back of the adverse impact of the sharp contraction in economic activities.
The knock-on effect of the COVID-19 lockdown, which affected the trade segment of the business, affected the company sales and this triggered the 11% drop in revenue in the first half of the year.
Board room squabble tears HealthPlus apart
HealthPlus founder, Bukky George and its Private Equity majority investors Alta Semper fight to retain control of the retail pharmaceutical company.
Nigeria’s and West Africa’s online retail pharmacy – HealthPlus, is going through a boardroom and shareholder squabble, that threatens the operations of the company. The battle for ownership of the company is now between Alta Semper, a private equity investor in the company, and Bukky George, the company’s founder, and CEO.
The dispute attracted media attention after a press release was issued, announcing Chidi Okoro as Chief Transformation Officer of the company. In a press release seen by Nairametrics, the ‘company’ reported that Mr. Okoro’s “mission is to optimize day-to-day management, and elevate the business to novel scale and profitability,” effectively removing the founder, Mrs. Bukky George, as MD/CEO.
This press release set off a chain of online and social media mudslinging, that has had both sides court public sympathy for who is in control of the company. Mrs. Bukky George issued a counter press release, denying that she had been removed as MD/CEO. According to her side of the story, she claimed the press release was not authorized by the company and termed it false.
“We wish to inform the General Public, the Pharmacists Council of Nigeria, our Staff, loyal Customers, Vendors, Landlords, Bankers, and all Stakeholders that the press release was NOT authorized by the company or anybody acting on its behalf, and that the announcement of the appointment of a CTO is wholly FALSE.”
Alta Semper on the other hand maintains, “The majority of the Board of Directors of the Company, determined that a change of leadership was required if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”
Reliable sources informed Nairametrics that several attempts from both sides to resolve the matter have failed, due to a disagreement on the terms and conditions for the injection of capital into the company. We understand that HealthPlus is going through financial challenges, and is in dire need of capital to remain in operations.
What are they saying?
Alta Semper, in a follow-up press release, alleges that the decision to remove Mrs. Bukky George “was made in full compliance with Nigerian laws, and follows a long and drawn-out process of engagement,” through which the Board sought to address multiple issues with the way the company was being managed.
- They claim that this was after a series of “significant breaches of the terms,” of Mrs. George’s engagement as CEO of the company.
- That the “board had explored a range of options that would enable her to continue to play an alternate leadership role,” but she rejected such an arrangement. However, they did not mention what they meant by ‘an alternate leadership role’ in the company.
- They explained that it “became clear that an amicable resolution was not going to be possible. and as the multiple issues persisted, urgent action was required to avoid adverse impact on the entire business, including customers, employees, suppliers, and other key stakeholders.”
- They also claim that despite the ‘former CEO’ not achieving the target they set for her, they had sought to provide financial support for HealthPlus through ‘growth capital.’
- However, “Mrs. George has not only refused to agree to offers of additional investment on commercially reasonable terms, but attempted to force ASC to restructure the existing binding contracts governing their relationship agreements, which she readily signed in 2018, after taking independent legal and financial advice.”
- Alta Semper also maintains that despite removing Bukky George as CEO, she remains a director of the company, while its appointee Chidi Okoro, oversees the day-to-day operations of the company.
- It believes this is necessary for the benefit of all stakeholders and as a result, “the majority of the Board of Directors of the Company determined that a change of leadership was required, if HealthPlus was to achieve its strategic goals, and the former CEO’s appointment was terminated in accordance with its terms.”
Bukky George issued a press release alleging that the appointment of Chidi Okoro was not authorized by the company or anybody acting on its behalf.
- She claims that the appointment of Chidi Okoro as CTO is wholly false, wrongful, illegal, and should be totally ignored.
- She also claims “it was the handiwork of unscrupulous foreign, local businesswomen, and businessmen’s intent on reaping where they have not sown, simply because they now see opportunities from the COVID-19 pandemic, like scavengers and vultures.”
- Bukky George alleges that Health Plus ran into “troubled waters primarily,” because Alta Semper failed to take over the company, thus starving it of funds required to operate.
- She also alleges that Alta Semper has an obligation to fund HealthPlus, in line with its agreements.
- She mentions that in May 2020, she instituted a legal action at the Federal High Court, seeking to stop HealthPlus African Holdings Limited, from continuing to run and manage the company “in an oppressive and prejudicial manner, and in total disregard of her interest as a member of the company,” which she ostensibly founded.
- She further cites withholding of funds, meddling with management, interference with the functions of key employees, abuse of corporate governance processes, and attempt to remove her as CEO, as what she wanted the court to stop.
- She affirmed that there is a restraining order against Alta Semper.
A. Muoka: In a leaked letter seen by Nairametrics, A. Muoka & Co, the solicitors to the company, wrote to Messrs. Afsane Jetha and Zachary Fond, the directors in HealthPlus, and also representatives of Alta Semper on the termination of the management agreement between Alta Semper and Bukky George.
- They claim that as solicitors to the company, any attempt to remove Bukky George is a flagrant disregard of the court’s order, as also claimed by Bukky George.
- They opined that the Board of Directors are the only ones empowered to remove Mrs. George as CEO. However, the board’s Chairman, Dr. Ayo Salami, and Mr. Deji Akinyanju had resigned from the board, meaning only two directors took the decision rather than 5.
- According to A. Mouka, the agreement required that Alta Semper and Bukky George appoint two directors each, and jointly agree on a Chairman for the company.
- The lawyers thus claim that because the board was depleted, the decision to remove Bukky George was “Male Fide’ (in bad faith), as Mrs. George was not given an opportunity to respond to the weighty allegations made against her, some of which are criminal in nature.
What we know so far
While both sides continue to issue several statements of denials and claims, here is what we have learned so far about the partnership.
- In April 2018, Nairametrics reported that London-based private equity manager, Alta Semper Capital agreed to invest US$18 million into HealthPlus. The investment vehicle used was HealthPlus Africa Holdings Ltd, which is incorporated in Mauritius.
- Alta Semper is a private equity manager founded by Ronald Lauder, (Chairman of Clinique Laboratories, a subsidiary of the Estée Lauder Company, and a former US ambassador to Austria), Richard Parsons (Chairman of Rockefeller Foundation, former Chairman of Citigroup and Chairman/CEO of Time Warner Group), and Afsane Jetha.
- The new funding was to enable the company to expand its retail footprint and enhance its competitive position.
- It had approximately 80 locations across the country at the time and currently has about 90 branches.
- HealthPlus Ltd is owned by HealthPlus Africa Holdings Ltd, with a 94,998 ownership, while Bukky George owns 5,002 shares; thus, 94.9% ownership and 5.1% ownership respectively.
- Nairametrics understands that Bukky George owns less than 50% of HealthPlus Africa Holdings, while Alta Semper owns majority shares in the holding company, estimated at between 53% and 55%.
- Sources inform Nairametrics that HealthPlus makes about N5 billion in revenue annually.
Naira maintains stability at forex markets as dollar supply rise by 57%
The Naira remained stable against the dollar to close at N467/$1 on Monday.
Forex liquidity improves by 57% as Nigeria’s exchange rate at the NAFEX window remained stable to close at N386/$1 during intraday trading on Monday, September 28.
Also, the naira remained stable for the third consecutive day, closing at N467/$1 at the parallel market on Monday, September 28, 2020.
Parallel market: At the black market where forex is traded unofficially, the Naira remained stable against the dollar to close at N467/$1 on Monday, according to information from Abokifx, a prominent FX tracking website. This was the same rate that it was exchanged for on Friday, September 25.
- The local currency has strengthened by about 7.8% within the last one week at the black market, as the CBN introduced some measures targeted at exporters and importers, in order to try to boost the supply of dollars in the foreign exchange market, and reduce the high demand for forex by traders.
- The CBN has sold over $200 million to BDCs since the resumed forex sales on Monday, September 7, 2020. This was expected to inject more liquidity to the retail end of the foreign exchange market and discourage hoarding and speculation.
- However, the exchange rate against the dollar has failed to sustain the initial gains made, after the CBN announced plans to provide liquidity.
- BDC operators have urged the apex bank to reconsider the margin allowed for the currency traders, as it was inadequate to meet their expenses.
- We also noted that forex traders monitored during the previous week, appeared to hoard forex, as they anticipated further depreciation in the market.
- There has been a drop in speculative buying of foreign exchange, although demand backlog by manufacturers and foreign investors still puts pressure, and creates a volatile situation in the foreign exchange market.
NAFEX: The Naira remained stable against the dollar at the Investors and Exporters (I&E) window on Monday, closing at N386/$1.
- This was the same rate that it exchanged for on Friday, September 25.
- The opening indicative rate was N386.25 to a dollar on Monday. This is about the same rate that was recorded on Friday.
- The N391.37 to a dollar is the highest rate during intraday trading, before closing at the rate of N386/$1. It also sold for as low as N384/$1 during intraday trading
Forex turnover: Forex turnover at the Investor and Exporters (I&E) window, increased by 56.5% on Monday, September 28, 2020.
- According to the data tracked by Nairametrics from FMDQ, forex turnover rose from $85.43 million on Friday, September 25, 2020, to $133.73 million on Monday, September 28, 2020.
- The CBN had in the past few weeks moved to clear the huge backlog of foreign exchange demand, especially by foreign investors wishing to repatriate back their funds.
- The drop in forex supply reinforces the volatility of the foreign exchange market. The supply of dollars has been on a decline for months due to low oil prices and the absence of foreign capital inflow into the country.
- The average daily forex sale for last week was about $169.93 million, which represents a huge increase from the $34.5 million that was recorded the previous week.
- Total forex trading at the NAFEX window in the month of August was about $857 million, compared to $937 million in July.
- According to Reuters, the naira could weaken at the black market this week following the cut of interest rate by the CBN after the MPC meeting to boost credit as it works to stimulate the Nigerian economy that is heading towards a recession.
Pension Fund Administrators in Nigeria and their scorecard
All PFAs for Fund I, II, III, and IV recorded positive returns for the period despite COVID-19 pandemic.
Despite the disruptions caused by the COVID-19 pandemic, which affected most aspects of the Nigerian economy, Pension Fund Administrators (PFAs) in Nigeria performed satisfactorily, as they recorded positive returns between January and August 2020.
According to the report from Pension Nigeria, no PFA had negative returns on investment (ROI) during the period under review, indicating that all PFAs for Fund I, II, III, and IV recorded positive returns.
This is quite impressive, given that the pandemic had impacted most aspects of the Nigerian economy negatively, causing a 1.95% (year-to-date) decline of the NSE’s All Share index, while the country’s Gross Domestic Product (GDP) contracted by 6.1% in the second quarter of 2020.
Industry average Return on Investment (ROI)
- Fund I industry with 20 PFAs, recorded an average of 8.14% returns between January and August 2020.
- Fund II industry has 22 PFAs, and recorded an average return of 9.33%.
- Fund III recorded an industry average returns of 10.37%, with 22 PFAs.
- While Fund IV with 22 PFAs, recorded 9.01% return on investment.
It is worth noting that no single PFA was dominant in all the four funds. NLPC PFA Limited and Investment One Pension Managers Limited, however, had dominance in three funds.
Veritas Glanvills pensions Limited, Fidelity Pension Managers Limited, and IEI-Anchor Pension Managers Limited topped the list in two funds. Radix Pension Fund Managers Limited, Stanbic IBTC Pension Managers Limited, Sigma Pensions Limited, OAK Pensions Limited, AXA Mansard Pension Managers Limited, NPF Pensions Limited, Crusader Sterling Pensions Limited, and Nigerian University Pension Management Limited dominated the list in one fund.
How the PFAs performed in each of the Funds
- Fund I – Veritas Glanvills Pensions Limited topped the list in average return on investment on Fund I with 21.11%, followed by Stanbic IBTC Pension Managers 12.33%, Sigma Pensions Limited 11.95%, OAK Pensions Limited 11.59%, and IEI-Anchor Pension Managers 9.88%.
- Fund II – NLPC Pension Fund Administrators Limited led the pack with an average return on investment of 24.32%, followed by IEI-Anchor Pension Managers Limited 11.59%, Crusader Sterling Pensions Limited 10.74%, Investment One Pension Managers Limited 10.65%, and Nigerian University Pensions Limited 10.25%
- Fund III – NLPC Pension Fund Administrators Limited dominated the top 5 list with 24.84%, followed by Investment One Pension Managers Limited 17.58%, Radix Pension Fund Managers 14.78%, Fidelity Pension Managers Limited 12.45%, and AXA Mansard Pensions Limited 11.46%.
- Fund IV – NLPC Pension fund Administrators Limited maintained the lead in the top 5 PFAs with 23.59%, followed by Investment One Pension Managers Limited with 15.28%, Fidelity Pension Managers Limited with 12.3%, NPF Pensions Limited with 10.98%, and Veritas Glanvills Pensions Limited with 9.74%.
How all the PFAs performed in all the Fund categories
12 out of the 22 PFAs performed above the average ROI of 9.28%, for all the funds put together. NLPC Pension Fund Administrators Limited topped the list (20.33%), followed by Investment One Pension Managers Limited (14.5%), Veritas Glanvills Pensions limited (12.02%), AXA Mansard Pensions (10%), OAK Pensions Limited (9.7%).
Others include Leadway Pensure PFA Limited (9.67%), Crusader Sterling Pensions Limited (9.65%), AIICO Pension Managers (9.61%), IEI-Anchor Pension Managers Limited (9.51%), Fidelity Pension Managers (9.46%), Stanbic IBTC Pension Managers (9.45%), and Radix Pension Fund Managers Limited (9.28%).
Meanwhile, 10 PFAs performed below the average ROI, with Premium Pensions Limited (4.96%) at the bottom of the list, followed by APT Pension Fund Managers (5.81%), First Guarantee Pensions Limited (6.46%), TrustFund Pensions Plc (6.61%), ARM Pension managers (7.0%).
Other Administrators that made the list includes, Nigeria University Pension Management Co. Limited (7.23%), Pension Alliance Limited (7.40%), FCMB Pensions Limited (7.60%), Sigma Pensions (8.86%), NPF Pensions Limited (8.95%).
In Nigeria, the requirement for the Contributory Pension Scheme is that the pension funds are to be privately and exclusively managed by licensed Pension Fund Administrators (PFA). The main functions of the PFAs are to open Retirement Savings Accounts (RSA) for employees, invest and manage pension fund assets, payment of retirement benefits, and accounting for all transactions relating to the pension funds under their management.
Currently, there are twenty-two (22) PFAs in Nigeria with a total asset value in excess of N11 trillion as of date.
(Read Also: Lagos approves 33% increase for all state pensioners)
Effective from 2nd July 2018, the MultiFund Structure for Retirement Savings Accounts (RSA) was required to be implemented across all the PFAs in Nigeria. The Multi-Fund structure is a framework that aims to align the age and risk profile of RSA holders, by dividing the RSA Fund into four distinct fund categories;
- RSA FUND I: Retirement Savings Account Fund I (An Active Contributor who is below 50 years of age, and chooses for his contribution to be invested in this fund).
- RSA FUND II: Retirement Savings Account Fund II (default fund for all Active Contributors, who are below 50 years of age)
- RSA FUND III: Retirement Savings Account Fund III (default fund for all Active Contributors, who are 50 years and above)
- RSA FUND IV: Retirement Savings Account Fund IV (Fund for Retirees only)
In implementing the Multifund framework, the Pension Commission allows Retirement Savings Account (RSA) holders to move from one fund category to another.
- Fund I – It is a special but optional fund category that RSA holders who are below 50 years of age can request to be moved to. It has the highest exposure to the stock market amongst all the funds under the multifund structure, as a higher percentage of the fund is usually invested in buying shares of companies, compared to other fund categories.
- Fund II – It is the default fund under the multifund framework for RSA holders who are below 50 years of age. Most RSA holders fall under this category. It is quite necessary to consciously monitor the performance of Fund I to assist in making decisions, whether to move to fund I or remain in the fund category.
- Fund III – It is the default fund for RSA holders who are 50 years of age and above, but are still active in the employment service. The multifund structure permits the PFAs to move anybody who is 50 years and above from Fund II to fund III. The law allows the RSA holders to request to be moved back to fund II if she/he so desires. If the RSA holder is 50 years and above and has not requested to be moved back to fund II, he/she will be automatically moved in Fund III. It is imperative the RSA holder monitors the performance of Funds III and II, as to be able to decide whether to remain in fund III or migrate to fund II.
- Fund IV – It is otherwise known as the Retiree fund. All the RSA holders who are retired from active service are automatically moved to fund IV category, and the retirees are not permitted to move to any other fund categories.