In continuation of its move to forcibly take over Nigerian pharmaceutical retail firm, HealthPlus; Alta Semper Capital (ASC), the United Kingdom private equity firm (PEF), has made moves to seize the head office of the pharmaceutical firm. The move according to highly placed sources close to the two companies, manifested in an attempted termination of the contract of Prudential Guards Limited, the security company hired by HealthPlus.
The sources added that Alta Semper has concluded plans to hire a new security firm called, G4S Secure Solutions Nig Limited. They also revealed that Alta Semper, in a letter dated 28 September and addressed to security firm’s Managing Director, asked Prudential Guards to immediately withdraw its personnel from all HealthPlus premises, submit all keys to Afsane Jetha and Zach Ford, the two Alta Semper directors, who signed the letter.
According to them, HealthPlus is very concerned. On account of the threat to life and property, HealthPlus was said to have petitioned the Inspector-General of Police, Mr. Mohammed Adamu, as well as Assistant Inspectors-General of Police in zones where it owns outlets.
Following the announcement of her sack, Alta Semper Capital attempted to take over HealthPlus’ finances by writing to its bankers and Upperlink, its payment systems service provider. But the move failed because Alta Semper Capital was unable to produce the board resolution and approved minutes of the board meeting at which the decision to change the leadership of the company was agreed.
HealthPlus, on Saturday in a Press Release, dismissed the leadership change announcement as illegal, maintaining that Mrs. George remains the CEO. In a statement published in the media, the company said its estranged foreign equity partners, abetted by local collaborators, are seeking to reap where they have not sown.
On Monday, solicitors to HealthPlus, AO Muoka & Co, said the action of Alta Semper Capital is a flagrant the Federal High Court. In a letter to Alta Semper Capital, the law firm said George had instituted a suit (FHC/L/CS/609/2020 in May) and secured a pending a motion for interlocutory Injunction to restrain Alta Semper from removing her from office and seizing the company.
The law firm stated that Item 50 of Schedule 9 – Authority Matrix of the Shareholders’ Agreement ‘appointing, removing or suspending a key employee can only be decided by the board or general meeting of the company, adding that the board passed no resolution and there was no general meeting of the board of directors sanctioning George’s removal as CEO.
“The Company has a five -member board comprising two nominees of the foreign investor, two nominees of Mrs. Olubukunola George (including herself) and a mutually appointed Chairman. Whilst Section 15.1 of the Management Agreement does provides that the ‘Agreement shall automatically terminate with immediate effect without the need of any notice, proceedings or rulings, in the event that the CEO: (d) commits any act which in the opinion of a majority of the board expressed in writing constitutes serious professional misconduct’. We are aware that the Chairman (Dr Ayo Salami) and Mrs. Olubukunola George’s other nominee (Mr Deji Akinyanju) had resigned – without expressing any written opinion in the terms of Section 15.1(d) of the Management Agreement,” the law firm said in the letter. It equally stated that there was no board in place when Alta Semper announced George’s removal, adding that she had yet to nominate a replacement for Adeyanju and shareholders had not agreed on who to succeed Salami as chairman.
“No steps, whatsoever, have been taken in this regard and it is therefore improper to refer to ‘a Board’ when what the company has, at present is, a depleted or improperly constituted Board. Section 15.1(d) of the Management Agreement did not stipulate ‘written opinion of a majority of the depleted Board’, and it is inconceivable how two directors of a five-member board can amount to a ‘majority of the Board’.
“It is, perhaps, instructive that you purportedly took this step on the 25th of September, 2020 immediately after the further depletion of the board by the resignation of the Chairman on the 24th of September, 2020. It lends the suggestion that the action was taken mala fide,” the law firm stated further.
The law firm concluded that George had not responded to allegations brought against her in writing, as they accompanied her termination letter and stated that their client will disregard her removal as CEO.
In 2018, Alta Semper Capital and HealthPlus agreed on a five-year investment deal that was to see the foreign equity firm provide fresh funding for the former’s expansion. Alta Semper Capital decided not to fully disburse the pledges funds. Things grew worse when the foreign equity firm began moves to take over the business.