Business

STANBIC IBTC, MTN COMMUNICATIONS IN N200MILLION BREACH OF CONTRACT PALAVER

Published

9 years ago

July 22, 2015

Sahara Weekly

A Lagos Lawyer, Dr. Charles Dumber Mekwunye, has slammed N200milion suit on the telecommunication giant MTN Nigeria communication Limited (MTNN), over an alleged breach of contract

Joined as co-defendants in the ensuing legal warfare, are an investment company, Lotus Capital Limited, an asset management Company Stanbic IBTC Asset Management and two other limited liability companies, IHS Holding Limited and INT Towers Limited.

Dr. Mekwunye, in his witness statement on oath he swore to and filed before a Federal high court in Lagos South West Nigeria by his Law firm, averred that sometime in 2008, he was invited by a fund management company, Lotus Capital Limited and Stanbic IBTC Assets Management Limited, to invest in a fund purportedly established by the Lotus Capital called ‘Telecoms Private Equity Fund, which was an investment into MTNN Linked Units, and thereby bought 5,000 of the MTNN Linked Units at the rate of 24.56 USD, per unit in 2008, and paid the sum of 122,800 USD, which was equivalent of N18,376,800 million, thereafter he entered into an agreement with the company who was an agent/nominee of Stanbic IBTC Asset Management Company and MTN Nigeria communications.

‪The investor also stated that Lotus Capital through a letter dated July 3, 2008, informed him that he had been allocated with 4,990 units, which represented 4,990 Linked Units of the MTN Communications Nigeria Limited’s private placement instead of 5000 MTN Linked Units. He added that pursuant to the said Telecoms Private Equity Fund Investment Agreement-Joint, he paid the sum of 122,800 USD, which was equivalent of N18,376,800 million, as consideration for the 5,000 units of the MTN Nigeria Linked Units.

‪He revealed further that both Lotus Capital Limited and Stanbic IBTC Asset Management Company, represented to him that at the end of three (3) years, the MTN Nigeria’s Linked Unit will be exchanged for MTN’s Shares in a Special Purpose Vehicle, which will be listed in the Nigeria Stock Exchange or globally recognized stock exchange, this he said was the primarily considered before investing in the MTN’s Linked Units.

‪However at the end of the three-year period, Stanbic IBTC asset management in breach of the agreement failed to create the Exit Special Purpose Vehicle, (SPV), as agreed in private placement memorandum on the ground that MTN International is already quoted on the Johannesburg Stock Exchange, and it was unwilling to setup another publicly quoted company, as well as on certain “tax consideration”. Whereas they clearly misinterpreted to him the creation of an Exit SPV when they never intended to setup same, especially vast the tax legislation, MTN International being already quoted on the Johannesburg Stock Exchange, and other circumstances as regards public companies have remained unchanged from the commencement of the offer and for the three years of the contract tenure up to February 2011, and should have been anticipated by MTN International and the defendants.

‪Following the failure/refusal of the defendants to setup a Special Purpose Vehicle, SPV, at the expiration of the three years anniversary of the nominee structure, as stated in the memorandum, Lotus capital without his consent or knowledge entered into a supplemental agreement to the Custodian Term and Condition with Stanbic IBTC Assets Management limited dated November 1, 2010, which was captioned Information Memorandum in respect of Exit Mechanism for beneficial shareholders of MTN Nigeria Communication Limited, amending the terms of the private placement memorandum regarding the establishment of a Special Purpose Vehicle, thereby creating alternative Exit Mechanism which was neither listed on the Nigeria Stock Exchange or any globally recognized stock exchange

‪Dr. Mekwunye averred further that in breach of the 2008 agreement, he was not given the 90 days or three months notice required under Clause 12 of Custodian terms and conditions to the private placement memorandum for the exchange of the exit mechanism and by April 4, 2013, Lotus Capital informed him of an upward review of “management fees” without his knowledge/consent, the said management fees was arbitrarily reviewed to one percent of the value of his investment, and was to take retroactive effect from January 2013, as a result, the sum of 1,750 USD, being one percent of the then value of his investment was deducted by the Lotus. Capital as per the letter of April 4, 2013 in January 2013, January 2014 and January 2015 making the total of 5,250 USD management fees deducted from total value of his MTN unit each year. This he claimed has caused him considerable loss since 2011.

‪As a result of the alleged breach of contract, the plaintiff is seeking the following court declaration that the Lotus Capital is in breach of the contract for the sale of MTN Linked Unit shares it entered into with him on May 21, 2008, a declaration that there exists a fiduciary relationship between them.

Declaration that the defendants improperly induced him to enter into telecom private equity fund management of May 21, 2008, by representing to him after three years of the nominee structure all MTN Nigeria Linked Units will be converted into shares in MTN Nigeria through a Special Purpose Vehicle.

‪ He is also seek a court order for the immediate return of the sum of 1,770 USD, being one percent value of his investment deducted by Lotus Capital the on January 1, 2013, and for the refund of 1,770 USD deducted in January 2014, and also the sum of 4,500 USD, deducted in January 2015, purported as management or nominee fees or such as court may find to have been deducted as management fees for each of the three years.

An order of perpetual injunction restraining the defendants jointly, and severally, their privies, agents, and successors from further deducting any sum as management or nominee or any other fees whatsoever from the dividends accruing to him from the dividends payable on MTN Nigeria Linked Units or from the value of the 5000 MTN Linked Units owned by him.

And an order compelling the defendants to pay him the sum of N200 million, as general damages against the defendants.

‪However, Stanbic IBTC Assets Management Limited, in its statement of defence deposed to by its Investment Manager, Mr. Olugbenga Saseun, averred that Dr Mekwunye and other defendants are unknown to it and that it has never had any relationship whatsoever, whether contractual or otherwise, with the investor.

‪ However he affirmed that the plaintiff in his statement of claim was right that sometime in 2007, MTN International under private placement arrangement offered MTN Linked Units of MTN Nigeria Limited to some private individual and institutional investors in accordance with the terns and conditions stated in a private placement memorandum, adding that he was involved and had knowledge of the offer by virtue of his employment with the Stanbic IBTC Asset Management company but stated that his employer did not either directly or through Lotus Capital, solicit the interest or investment of the plaintiff in the offer of MTN Linked Units offered under the private placement arrangement.

‪ He also affirmed that his employer never make any misrepresentation to the plaintiff, and that his employer was not privy to the alleged “telecoms private equity investment agreement” entered into by the plaintiff and Lotus capital therefore, it is not possible that his employer could have been a party to any misrepresentation allegedly made to the plaintiff that after three years the MTN Nigeria communications would set up a special purpose vehicle to be listed on the Nigeria Stock Exchange.

‪ Consequently, StanbicIBTC asset Management urged the court to dismiss the suit as is baseless, unmeritorious, and unjustifiable.

Business

NIHOTOUR Calls on Hospitality, Tourism, Travel, Allied Sector Professionals for Mandated Registration

Published

23 hours ago

December 24, 2024

Sahara Weekly

NIHOTOUR Calls on Hospitality, Tourism, Travel, Allied Sector Professionals for Mandated Registration

The National Institute for Hospitality and Tourism (NIHOTOUR), the regulatory and standardization authority in the sector, has invited professionals in the hospitality, tourism,travel and allied sectors to register as mandated by the National Institute for Hospitality and Tourism (Establishment) Act 2022.

A statement signed by Aare (Dr.) Abisoye Fagade, FIMC, Director-General/CEO
The National Institute for Hospitality and Tourism reads:

“Enjoy FREE registration from December 1, 2024, to January 15, 2025! This is your chance to register as a professional or practitioner at no cost.

“Don’t miss this opportunity to solidify your presence in Nigeria’s thriving tourism industry. Visit www.nihotour.gov.ng now!

“Hurry—free registration closes on January 15, 2025. Take the first step toward advancing your career in tourism today!”

Business

EGC Homes Unveils Goodness and Mercy Estate, Brand Ambassador

Published

1 day ago

December 24, 2024

Sahara Weekly

EGC Homes Unveils Goodness and Mercy Estate, Brand Ambassador

EGC Homes, a notable player in the real estate and property development sector, has made waves in the Nigerian market with its recent announcement of the launch of Goodness and Mercy Estate in Ogun, alongside other strategic initiatives.

The company emphasized its commitment to collaborating with the government to alleviate the housing deficit in Nigeria while prioritizing the well-being of residents.

In an interview with THECONSCIENCE NG, Oladapo Jimoh, the Managing Director of EGC Homes and Properties, expressed the brand’s long-term vision to bridge the housing gap and simplify the journey to homeownership.

He stated, “Current data estimates Nigeria’s housing deficit to be around 28 million units by 2024. This figure is among the largest globally and poses significant challenges, contributing to homelessness and various social issues.”

“National statistics indicate that our country faces a pressing need for approximately 700,000 new homes each year to address this deficit. As urbanization continues, these challenges are particularly evident in major cities, where affordable housing becomes increasingly scarce, forcing many into slums and informal settlements.”

The World Bank projects that Nigeria’s urban population could exceed 200 million by 2050, highlighting a potential social crisis as the lack of affordable housing leads to the rise of slums, especially in urban areas.

“As a forward-thinking and solutions-oriented company, we are dedicated to addressing these critical housing issues in partnership with the government.”

Following its successful launch in Lagos, EGC Homes has rapidly expanded its operations, acquiring a significant land bank across the southwestern region of Nigeria and enhancing its marketing strategies to effectively connect with customers.

The firm is committed to providing Nigerians with exceptional value, peace of mind, and simplifying the processes of land acquisition and homeownership.

“Our mission is to make life easier for Nigerians while assisting the government in tackling the housing deficit.”

Recently, the company introduced its premier property, the Goodness and Mercy Estate, located in Arepo and Sagamu Interchange in Ogun State, with more projects on the horizon. Its flexible payment plans and affordable property prices aim to cater to a wide audience.

Additionally, EGC Homes has appointed Titilayo Adebayo-Omotosho as its social media brand ambassador to promote the unique offerings of EGC Homes and Properties Limited to Nigerians both at home and abroad.

In her remarks, she highlighted her commitment to the vision of EGC Homes, stating, “I believe every Nigerian deserves a decent roof over their head. This aligns perfectly with the mission of EGC Homes and Properties, which is why I chose to represent the brand, promoting its exceptional estates and home packages to Nigerians and those aspiring to own homes here.”

Business

Optiva Capital Partners and Loft & Keys LCC Forge Strategic Partnership to Drive $500m Investments in Nigeria

Published

1 day ago

December 24, 2024

Sahara Weekly

L-R Dr. Jane Kimemia, CEO, Optiva Capital Partners and Chief Austin Ugochukwu Albert, Chairman, Loft & Keys LLC during the partnership agreement signing between Optiva Capital partners and Loft & keys LLC at Optiva's headquarters in Lagos

Optiva Capital Partners and Loft & Keys LCC Forge Strategic Partnership to Drive $500m Investments in Nigeria

Optiva Capital Partners, Africa’s leading wealth management and retention company, has announced a groundbreaking partnership with Loft & Keys LLC, a renowned real estate and investment company with dominant presence in Nigeria and the Middle East.

The ceremony which took place over the weekend at Optiva Capital’s Corporate Headquarters, aims to boost investment in Nigeria’s hospitality and healthcare sectors on the one hand, as well as provide Nigerian investors with opportunities to invest in real estate in the UAE, particularly in Dubai.
Speaking at the signing ceremony, Dr. Jane Kimemia, CEO, Optiva Capital Partners, emphasized the transformative potential of this partnership, “With Loft & Keys’ deep understanding of the Nigerian market and established networks in the Middle East, we are poised to bring $500 million in investments into Nigeria’s hospitality and healthcare industries. These funds will be strategically spread across Lagos, Abuja (FCT), Delta, and Enugu.”

The investment in hospitality will serve as a catalyst for economic growth in Nigeria. Beyond creating employment opportunities, it will spur infrastructure development, enhance regional tourism appeal, and foster business ecosystems in Lagos, the Federal Capital Territory, Enugu, and Delta. Similarly, the healthcare focus will address critical gaps in medical infrastructure, improve access to quality care, and promote health innovation—key pillars for national development.

The partnership According to Dr Kimemia also extends to Nigerian investors seeking opportunities in the UAE. With Loft & Keys’ expertise and extensive networks in Dubai and other Middle Eastern hubs, the collaboration will unlock access to one of the world’s most dynamic real estate markets.
Speaking about the partnership, Chief Austin Ugochukwu Albert, Chairman, Loft & Keys LLC, said “Optiva Capital Partners stands as Africa’s leading wealth retention company, a position that is firmly established and without question. This partnership with Loft & Keys will further solidify their dominance and create even greater opportunities for growth. As Dr. Jane Kimemia has rightly emphasized, Loft & Keys, with our extensive expertise in the Middle East, is a trusted and experienced partner”. We have a strong presence in the UAE and are actively expanding into Saudi Arabia and Qatar in the near future. Together with Optiva Capital Partners, we are committed to capturing significant market opportunities in these regions. I am confident that this partnership will foster substantial growth that will be mutually rewarding for both parties.

Dubai, a city widely known for its opulence and rapid development, is reportedly operating at only 30% of its projected capacity, presenting a significant growth opportunity for investors. According to industry experts, this untapped potential creates a unique window for investors to capitalize on the city’s future expansion and development.
The partnership aligns with the United Nations Sustainable Development Goal 17 as two formidable brands, Optiva Capital Partners and Loft & Keys are committed to leveraging their collective strengths to drive impactful investments that benefit clients and communities alike.

About Optiva Capital Partners
Optiva Capital Partners is a premier wealth management and retention firm offering bespoke solutions in four areas of specialization – investment immigration, investment advisory, insurance, and international real estate.
About Loft & Keys LLC
Loft & Keys is an internationally recognized real estate and investment company with a robust presence in Nigeria and the UAE. The firm is dedicated to connecting investors with high-value opportunities in dynamic markets.