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.
By Adedapo Adesanya
The National Health Insurance Authority (NHIA) says the number of Nigerians enrolled in health insurance has risen to more than 22 million.
The Director-General of NHIA, Mr Kelechi Ohiri, said this resulted from the implementation of the mandatory health insurance, which has gained momentum nationwide.
He said this on Wednesday at the Annual General Meeting of the Nigerian Association of Insurance and Pension Editors (NAIPE) in Lagos.
Mr Ohiri said enrolment had increased to 22.03 million, representing a 35 per cent year-on-year growth, attributing this to stronger collaboration with state social health insurance agencies, ministries, departments and agencies, organised labour, employers, the private sector, and the gradual implementation of the mandatory health insurance provisions of the NHIA Act.
He said that the country had moved beyond policy formulation to delivering measurable improvements in healthcare access, service quality and consumer protection in line with the federal government’s health sector reform agenda.
According to him, Nigeria already has the necessary policies and legislation to achieve Universal Health Coverage, positing that the key challenge was effective implementation.
“The decisive variable is now implementation- consistent, rigorous and accountable execution that converts political commitment into healthcare access for real Nigerians,” he said.
Mr Ohiri said that the transition from the former National Health Insurance Scheme to the NHIA had strengthened regulation, consumer protection, accountability and strategic purchasing, while providing the legal and operational framework for achieving Universal Health Coverage.
He added that improving the experience of enrollees remained central to the Authority’s reform agenda.
According to him, NHIA has strengthened its complaints management system, introduced faster resolution timelines, and intensified compliance monitoring of Health Maintenance Organisations (HMOs) and healthcare providers.
He further added that NHIA had sanctioned facilities that failed to meet the required standards, adding that his organisation had resolved 3,878 complaints, representing an 87 per cent resolution rate, while 95 per cent of the cases were concluded within prescribed timelines.
Mr Ohiri noted that more than N14.2 million had been refunded to enrollees, while non-compliant healthcare facilities had been sanctioned.
He said NHIA had also introduced service standards, including a one-hour treatment commencement target for enrollees requiring urgent care, to improve access to timely and quality healthcare services.
The NHIA boss further disclosed that capitation payments to healthcare providers had been increased by 93 per cent.
He said fee-for-service reimbursements rose by 378 per cent to enable providers to invest more in personnel, equipment and infrastructure.
According to him, 7,592 healthcare facilities have been assessed under the SafeCare quality framework as part of efforts to institutionalise continuous quality improvement across the country.
Mr Ohiri also highlighted interventions targeted at vulnerable groups, including support for more than 48,500 pregnant women, expanded maternal and newborn healthcare services, the Vulnerable Group Fund, and improved access to healthcare for pensioners and retirees.
He said Universal Health Coverage could only be achieved if every Nigerian, regardless of income or location, had access to quality healthcare services.
By Modupe Gbadeyanka
The new one-hour authorisation response time ultimatum policy introduced by the National Health Insurance Authority (NHIA) has received the full backing of SUNU Health Nigeria Limited.
This policy was introduced by the agency to ensure enrollees get prompt approval codes to access care.
Healthcare service providers have been urged to report any Health Maintenance Organisation (HMO) that violates this initiative through an email, with the HMO in copy and a timestamp attached as evidence of the request. They may proceed to offer services to enrollees thereafter.
Speaking at the company’s second-quarter Providers’ Forum for the Lagos-Ogun region in Lagos recently, the chief executive of SUNU Health, Dr Moyosore Olomola, expressed optimism that this policy would improve healthcare delivery in the country, especially for enrollees, who crave quality service.
At the event themed Improving Quality and Access to Care Through Stronger Provider Network, and held at the Nigerian Institute of Medical Research (NIMR) in Yaba, Lagos, Mr Olomola reaffirmed the HMO’s commitment to operating within legal and operational frameworks to guarantee adequate care for enrollees.
“Access to care and quality of care remain key priorities in our healthcare systems. We know quite well that deliberate collaboration, strategic partnerships, and a shared commitment to excellence are required to achieve these priorities.
“A strong provider network is doubtless the backbone of any effective healthcare system. It ensures that our mutual enrollees receive the right care, at the right time, in the right place, and at the right price,” Mr Olomola, represented at the programme by the organisation’s Chief Operating Officer (COO), Dr Faith Nwachi, stated.
He further assured that SUNU Health would strictly adhere to the one-hour authorisation limit, stressing that this aligns seamlessly with one of the organisation’s core values—promptness and its corporate slogan, Humanity is the centre of our initiatives.
In a bid to further improve access and quality of care, SUNU Health also demonstrated its new operational software and Mobile app, aptly named SUNU Legacy.
Also speaking at the event, the NHIA Lagos State Coordinator (Ikeja), Dr Bethuel-Kasimu Abraham, noted that the forum’s expected outcome is to significantly reduce delays in accessing medical care.
Other key expectations include ensuring continuity of care, improving patient outcomes, and strengthening accountability among HMOs.
Addressing specific pain points faced by enrollees, the NHIA Ogun State Coordinator, Mr Dare Adefeso, acknowledged that the agency had received complaints regarding out-of-stock drugs and the discrimination of enrollees by certain providers.
He affirmed that the NHIA is actively addressing these issues, stressing that moving forward, every facility must ensure enrollees are properly catered to regardless of their status, provided they have an active health insurance plan.
Corroborating the long-standing legacy of SUNU Health, the Ogun State Director of the National Orientation Agency (NOA), Mrs Aishat Tiamiyu, shared that her agency is responsible for public information dissemination and has been enrolled with SUNU Health for over 25 years.
Commending the HMO’s stellar service over two decades, she called for the immediate enrollment of new NOA staff into the scheme.
The Providers’ Forum remains one of the strategic channels employed by SUNU Health to consistently engage healthcare providers, understand their operational challenges, introduce new software updates, and solidify partnerships aimed at fostering premium healthcare delivery across Nigeria.
By Aduragbemi Omiyale
The National Agency for Food and Drug Administration and Control (NAFDAC) has announced the recall of a sexual enhancement product known as WAP Sensual Enhancement Capsules.
In a statement on Monday, the Nigerian agency disclosed that the recall is due to “undeclared pharmaceutical ingredients” in the product, whose country of origin is unknown, but is marketed and distributed online in the US through eBay.
It was emphasised that the recall is being “voluntarily” made by the manufacturer, Best Supplements Best Prices Company.
The detection of the undeclared pharmaceutical ingredients was made by the US Food and Drug Administration (FDA).
Laboratory analysis by the US FDA revealed that the product contained undeclared sildenafil, tadalafil, and flibanserin, which were not mentioned on the product label. Such substances may include phosphodiesterase type-5 (PDE-5) inhibitors or related compounds commonly used for the treatment of erectile dysfunction, the statement by NAFDAC stated.
Sildenafil and tadalafil are ingredients in FDA-approved prescription drugs used to treat erectile dysfunction.
It was noted that these undeclared ingredients may interact with nitrates found in some prescription drugs, such as nitroglycerin, and may lower blood pressure to dangerous levels. Consumers with diabetes, high blood pressure, high cholesterol, or heart disease often take nitrates.
Flibanserin is the active ingredient in an FDA-approved prescription drug used to treat low sexual desire in women. Flibanserin can cause drowsiness, sedation, dangerously low blood pressure, and fainting, especially when combined with alcohol.
Consumers have been encouraged to report compromised products (medicines or medical devices) to the nearest NAFDAC office, call 0800-162-3322, or send an email to sf******@********ov.ng.
