HealthPlus says that its founder and former CEO, Mrs. Bukky George, owns 48.9% of HealthPlus Africa Holdings and that she is the only Nigerian registered Pharmacist shareholder and director in the company.
This was revealed in a statement by HealthPlus on Tuesday, in a bid to educate the public on the squabbles going on between it and Alta Semper Capital over the removal of George as CEO, and the appointment of Chidi Okoro as Chief Transformation Officer.
Nairametrics had reported last week that HealthPlus Limited appointed Okoro as Chief Transformation Officer. According to the statement earlier released by the company, Okoro’s mission is to optimize day-to-day management and elevate the business to novel scale and profitability, while the founder of the Company, George continues to be a director and a shareholder.
READ: Sterling Bank gets CBN approval for restructuring
George however, issued a counter press release, denying that she had been removed as MD/CEO. According to her, the press release was not authorized by the company and was therefore false.
Alta Semper, in a follow-up press release, alleged 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 concerning the way the company was being managed.
Health Plus also reported Alta Semper directors to the police last week, as observed in a document seen by Nairametrics.
In today’s statement, HealthPlus said that it had partnered with Alta Semper Capital LLC UK in 2018 to inject fresh capital to grow the business.
READ: Fairfax Africa Holdings enters purchase agreement with Helios Holdings Ltd
“The investment in HealthPlus was to enable the company to capture the pent up demand for high quality yet affordable medicines … expand the company’s footprint across Nigeria, establish a distribution centre, develop B2B channels and e-commerce.
“Alta Semper undertook to commit $18 million into HealthPlus whilst retaining Mrs. Bukky Geroge as CEO,” the statement partly read.
READ: Deal: AIICO receives N5.3 billion investment from Leap Frog
HealthPlus says that Mrs. George, at the time of the investment, transferred 95% ownership of the business to a new entity called HealthPlus Africa Holdings Limited, incorporated in Mauritius, whilst retaining 5% equity to her name.
“HealthPlus Africa Holdings is owned by Mrs. Bukky George (46.2%) and Idi Holdings ( 53.8%), Idi Holdings is Alta Semper’s investment vehicle”
“In essence, Mrs. Bukky George owns (directly and indirectly) 48.9% of HealthPlus and is the only Nigerian registered Pharmacist shareholder and director in the company.”
READ: Naspers has finalised its mode of exit from Multichoice
HealthPlus also said that Alta Semper’s initial $10 million investment achieved several initiatives in its business plan.
“However, it soon appeared that they (Alta Semper) were unable to come up with the balance of the equity investment.”
It argued that in May 2020, after 15 months of delayed funding, unmet expectations and dwindling inventory, “Mrs Bukky George instituted legal action at the Lagos Division of the Federal high Court [in suit No: FHC/L/CS/609/2020] seeking relief aimed at stopping Alta Semper from running and managing the company.”
HealthPlus says after Alta Semper was served the court process, they did not file any defense but appealed for dispute mediation.
It was added in the statement that the mediation was truncated after 3 meetings within a period of 3 months, “Their intransigence frustrated Mrs. George’s other nominee for director and Chairman into resigning from the board”
HealthPlus’ statement cited that the board, now with just 3 directors, had not met in six months and that the last time Mrs. George heard from Alta Semper was when they wrote last week stating her termination as CEO, “which in fact they had no authority or power to do so.”
HealthPlus says Mrs. Bukky George remains the founder and CEO, and continues to run the company.
There must have been a clearly written agreement on what becomes of Alta Semper if they were unable to come up with the balance of the $8million equity investment. Could it be that they no longer trust that the money will be judiciously utilized or they truly have difficulty in raising the outstanding balance?
Is the balance meant to be immediately paid up or it will be called up as and when needed.i believe that this will be well captured in the SPA – Share Purchase Agreement. The fact that
Alta Semper has not paid up the balance does not automatically reduce their holding in the company. I also believe that if Ms Bukky could come up or raise that cash balance, the shareholding structure can be adjusted accordingly to her favour! But until then, Alta Semper is still the majority shareholder.
Alternatively, the fair value of the company after $10million cash injection is made by Alta Semper can be determined with a view to determining the value of Alta Semper in the business, then Ms Bukky can then raise the money ( of course plus the premium) and pay them off.
But she cannot continue to hold their $10million money and at the same time refuses to allow Alta Semper access to function or operate in their capacity as the core investor or majority stake holder. That is against the spirit of fairness & good corporate governance!!
Thanks for the insightful comment that doesnt rely on emotions. She really thinks shes dealing with other nigerians, trying to name them, like alter semper cares.
The chairman of the PE firm, Ronald Lauder, is worth 4.3B. “On June 18, 2006, he purchased from Maria Altmann and her family, the painting Portrait of Adele Bloch-Bauer I by Gustav Klimt for $135 million, the highest price ever paid for a painting at that time.”
Those guys dont play with their money. Shes in for a long ride.
Then they will see the fighting spirit of a true Nigerian female CEO & founder. No hostile takeover can work here. If they have grievance with her, take it to the court.