Health
How HealthPlus Founder Was Lured to Transfer 51.1% Stake to PE Investors
By Dipo Olowookere
One of the issues causing uproar in the business space in Nigeria at the moment is the leadership tussle between the founder of HealthPlus Limited, Mrs Bukky George, and the private equity investors in the pharmaceutical firm, Alta Semper Capital.
The issue became a public affair after the investors announced the removal of Mrs George as the CEO of the company and appointed Mr Chidi Okoro as the Chief Transformation Officer (CTO).
The founder kicked against this in a statement, where she maintained that her position as the head of the organisation remains intact, accusing Alta Semper of attempting to take the company away from her.
On Tuesday, the legal counsel of Mrs George issued a statement, where it was stated that the founder gave a controlling stake of the company to the foreign investors.
It was observed that while Mrs George controls 48.9 per cent stake in HealthPlus, the other investors have 51.1 per cent and the reason was that they promised to invest $18 million in the firm, but according to her, only $10 million has been released since the deal between both parties was sealed in 2018.
From information gathered by Business Post, Mrs George agreed to transfer the control of the company’s major stake to the private investors because it was one of the conditions for investing in the company and an arrangement was made for them to quit after five years when they would have recouped their investment.
Read the full details below:
Over the last few days, there have been in the news and social media, stories of the removal of Mrs Bukky George as CEO of Health Plus Limited (‘HealthPlus’), the appointment of one Mr Chidi Okoro as Chief Transformation Officer, and the attempted hostile takeover of the Company by agents of Alta Semper Capital (a foreign private equity firm which invested in the Company in 2018).
It has, therefore, become necessary for the Company to issue a formal statement on the on-going dispute and set the record straight.
Apart from matters of illegality and violations of extant Nigerian legislation that trail and taint the transaction (which are being articulated in Court), the following is a summary of the actual facts.
Background
HealthPlus was founded in 1999 by Mrs Bukky George and is Nigeria’s first integrative pharmacy and the largest and fastest-growing pharmacy chain in West Africa. As of March 2018, it operated 76 retail pharmacy and beauty stores, with presence in 11 states and the FCT, employing 800 Nigerians and was already the largest private employer of pharmacists in Nigeria.
In 2018, HealthPlus partnered with Alta Semper Capital LLC UK to inject fresh capital to grow the business. Alta Semper pledged Africa-focused, healthcare-focused, flexible capital to take advantage of the opportunities in the marketplace in order to scale the business.
The investment into HealthPlus was to enable the Company to capture the pent-up demand for high-quality yet affordable medicines, healthcare products and beauty supplies, to rapidly expand the company’s footprint across Nigeria, establish a distribution centre, develop B2B channels and e-commerce. Alta Semper Capital undertook to commit USD18 million into HealthPlus whilst retaining Mrs Bukky George as CEO.
Litigation
At the time of the equity investment in 2018, Mrs Bukky George transferred 95 per cent ownership of HealthPlus to a new entity called HealthPlus Africa Holdings Limited (incorporated in Mauritius), whilst retaining 5 per cent shares in her own name. HealthPlus Africa Holdings Limited is owned by Mrs Bukky George (46.2 per cent) and Idi Holdings (53.8 per cent). Idi Holdings is Alta Semper’s investment vehicle.
In essence, Mrs Bukky George owns (directly and indirectly) 48.9 per cent of HealthPlus and is the only Nigerian registered Pharmacist shareholder and director in the company.
Alta Semper Capital provided part of the first tranche of $10 million with which the company achieved several of the 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.
In May 2020, after 15 months of delayed funding, breached agreements, unmet expectations, dwindling inventory, reputational damage to the company and its founder, and an attempt to ‘promote’ Mrs Bukky George to the position of Chairman; Mrs Bukky George instituted legal action at the Lagos Division of the Federal High Court [in Suit No. FHC/L/CS/609/2020] seeking reliefs aimed at stopping Alta Semper Capital and its nominees from running and managing the company in an oppressive and prejudicial manner and in disregard of her interests as a shareholder.
There is pending, in that case, a Motion on Notice for Interlocutory Injunction dated May 27, 2020 seeking to restrain the Respondents from removing her as CEO.
Upon being served with the Court process, the Alta Semper Capital nominees who are Respondents to the suit did not file any defence but appealed that the parties mediate their dispute. They, however, chose to truncate the mediation process after three meetings over a period of three months. Their intransigence frustrated Mrs Bukky George’s other nominee director and the Chairman into resigning from the Board.
The Board (which by the transaction documents MUST comprise of five members) now has just three directors and has not met for the last six months. The next time that Mrs Bukky George heard from the Alta Semper Capital nominees was when they wrote to her, on September 25, 2020, wrongfully and unlawfully stating that they had terminated her appointment as CEO – when in fact they had no authority or power to do so.
The Takeover Attempt
On Wednesday, September 23, 2020, Mr Zachary Fond and other agents of Alta Semper Capital flew into Nigeria and were allowed entry on Visa on Arrival (VoA) basis.
In what appears to be a clear violation of the conditions of their respective VoA, they have been unlawfully parading themselves as Executive Directors of HealthPlus.
They have (albeit without any authority) sought to involve themselves in the day-to-day management of HealthPlus by inviting staff to meetings, purporting to issue directives, and issuing press statements, letters and mails on forged Company stationery to suppliers, bankers, security operators and regulators.
On Friday, September 25, 2020, Ms Afsane Jetha and Mr Zachary Fond in complete disregard of the pending Motion on Notice co-signed a letter on forged company stationery purporting to terminate Mrs Bukky George as CEO of the company.
The settled position of the law in Nigeria is that any attempt to remove Mrs Bukky George as CEO whilst the application for an interlocutory injunction is still pending amounts to flagrant disregard of, and an affront on the authority of the Court.
The Legal Position
Mrs Bukky George remains the Founder & CEO of the company and continues to run the company with the support of staff, suppliers, customers, landlords, banks and service providers – who have related with her over 20 years, who believe in her and her vision, and have helped her build the company to the enviable brand it has become. The purported termination of her appointment as CEO cannot stand in law.
This Notice serves as a caveat to the general public, the Pharmacists Council of Nigeria, Pharmacy Associations, our staff, loyal customers, vendors, landlords, bankers and all stakeholders to disregard all communication from Alta Semper Capital and or its nominees and agents. They do not have any authority to issue directives on behalf of or bind Health Plus Limited. The dispute is sub-judice.
Health
Sault Tribe Enacts Smoking Ban in Kewaunee
Health and comfort have become increasingly essential issues lately, and this has not gone unnoticed in entertainment venues. The Sault Tribe, which operates the Kewadin Casino, has decided to ban smoking in five gambling establishments. This innovation is aimed at creating a healthier environment for all visitors and employees.
Health and comfort come first
Tribal representatives emphasized that people’s health is their top priority. The decision to ban smoking was a logical step toward positive change. “As a tribal government, we are focused on improving health, and the move to ban smoking in casinos is the right step forward,” notes one tribal speaker. This means caring about the health of visitors and the well-being of the employees who work in these facilities daily.
The Sault Tribe has been actively gathering opinions from its customers and employees, and the results have been unequivocal: many are in favor of banning smoking. “We have heard from many customers and employees that a smoking ban is the right step forward,” states a tribal spokesperson. Such feedback confirms that concern for health and well-being is becoming increasingly important to the gambling industry.
What will change at Kewadin casinos?
In the weeks following the passage of the amendments, Kewadin casinos located in Sault Ste. Marie, St. Ignace, Manistique, Christmas, and Hessel will begin implementing the new policy. The smoking ban will be in effect in all establishments, including gaming rooms, restaurants, and recreational facilities. This approach will not only make the casino experience more enjoyable for non-smoking visitors, but it will also create a safer environment for employees who spend much time in the gaming rooms.
Positive implications for business and society
The adopted initiative will not only bring health benefits but will also affect the success of businesses in the long run:
- The actions taken also emphasize the Sault Tribe’s social responsibility. They are not just in business but also show concern for the well-being of their customers and employees, making them an example for other gambling establishments.
- Banning smoking in Kewadin casinos will create a more pleasant environment for both non-smokers and those looking to quit smoking. Smoking in public places often makes other visitors uncomfortable, and this move will help eliminate the unpleasant odour and smoke, thus creating a more pleasant atmosphere throughout the gaming rooms, restaurants, and other recreational areas.
- The changes may attract a new audience interested in entertainment but previously avoided visiting casinos because of the smoking environment. This can lead not only to an increase in the number of guests but also, as a result, to increased profits for the establishment.
At the same time, avid smokers, which are still quite a lot, will be less likely to visit land-based casinos, where they are forbidden to relax in the usual way. Especially since today, they do not have to visit these establishments to satisfy their gambling needs.
Analyzing the search engine allows you to quickly find many popular operators, including 1win, with the largest number of gambling entertainment. And you can access these games without having to leave home. To register on 1win, it is enough to fill in a few fields in the appropriate window and develop a password. It takes less than a minute to do this and deposit money into your account. Moreover, most of the games can be played in a free demo.
Chippewa Tribe aims to create a “smoke-free” space that combines a healthy environment with the opportunity to relax and enjoy gambling. The new approach to business reflects and supports global trends aimed at caring for public health and reducing the negative impact of tobacco smoke on the health of others.
Recall that earlier, scientists told us about the new harm of smoking. According to new data, the negative impact of this bad habit on the immune system persists for several years after a person quits smoking.
Health
SpecSMART Eye Clinic Takes Affordable, Quality Care to Ikeja, Environs
By Modupe Gbadeyanka
The dream of residents of Ikeja and its environs enjoying affordable and quality care has now become a reality as a result of the opening of a new branch of SpecSMART Eye Clinic in the Opebi area of the capital of Lagos State.
SpecSMART Eye Clinic, a leading provider of optometry services in Lagos, commenced operations in Nigeria’s commercial capital in 2022.
Since then, it has been offering top-notch eye care to residents of the metropolis, especially those living on the Island. It has built a strong reputation for delivering high-quality primary eye care and optical products.
However, to extend its services to Lagosians living on the Mainland, it has now opened a new branch in Ikeja, reinforcing its commitment to providing accessible, affordable eye care to a wider community.
Business Post gathered that the clinic’s state-of-the-art services are supported by a team of skilled optometrists and opticians, utilizing cutting-edge digital equipment.
The new Ikeja location will offer a wide range of services, including Automated Eye Examinations using advanced digital equipment for precise diagnosis and personalized care.
In addition, clients will enjoy on-the-spot lens glazing for single vision, bifocals, and varifocals, with additional lens coatings, with services to be rendered seven days a week from 9 am to 9 pm on Mondays to Saturdays, and on Sundays and public holidays from 10 am 7 pm.
Also, the clinic has over 950 frames, ranging from affordable home brands to premium designer options, priced from N18,000, and has flexible appointment scheduling with 24-hour online booking via SpecSMART’s website.
The facility has partnerships with leading HMO providers in the country and offers glaucoma management and other essential eye health services.
According to the company, its introductory packages start from N30,000 and include consultation, frame, and single-vision lenses.
“With the opening of our Ikeja branch, we are ready to serve more individuals who need accessible, cost-effective, and reliable eye care.
“Our aim is to create a positive impact in Nigeria’s optometry sector by combining advanced technology with a patient-centred approach,” the Practice Head and Medical Director of SpecSMART, Dr Adaeze Nwoko, stated.
Health
FG Begins Vaccination Against Mpox in FCT, Six States
By Adedapo Adesanya
The Federal Ministry of Health and Social Welfare through the National Primary Health Care Development Agency (NPHCDA) has commenced the vaccination against Monkeypox, now known as Mpox.
Business Post reports that Bayelsa, Rivers, Cross River, Akwa Ibom, Enugu, Benue, and the Federal Capital Territory, were selected as pilot states for the vaccination.
An average of 631 persons are expected to be vaccinated across the seven states with two doses of the Mpox vaccine. A buffer for 50 persons will be kept at the national in case of an upsurge in other states.
NPHCDA in a statement posted on its verified X account confirmed the exercise, stressing that the vaccination will help to protect communities and safeguarding health of the people.
In a related development, according to the latest update by the Nigeria Centre for Disease Control (NCDC), there are 1,442 suspected cases of Mpox from 36 states and the Federal Capital Territory, while the number of confirmed cases of the infection was 118 from 28 states and the FCT.
“To prevent the spread of Mpox, we strongly advise the public to avoid contact with animals that may carry the virus, including sick or dead animals in affected areas, avoid handling materials that have been in contact with infected animals, limit unnecessary physical contact with individuals who are infected, practice frequent handwashing with soap and water, and ensure that animal food products are thoroughly cooked before eating.
“It’s also important to use protective clothing and gloves when handling sick animals or their tissues. Similarly, health workers are advised to follow standard safety protocols including droplet precautions when treating patients, use protective equipment including masks, gloves, and gowns, during patient care, and be vigilant for symptoms of Mpox, especially fever and rash, among other measures.”
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