In a major twist to the hostile takeover attempt rocking HealthPlus Limited; investigations have revealed that DCSL, the company secretaries to HealthPlus Limited wrote that the media publications announcing the removal of the Managing Director/Chief Executive Officer by the “majority of the Board” is not contextually accurate.
According to our sources, the view of the Company Secretaries is that while the Shareholders’ Agreement references decisions taken by a ‘majority of the Board’, the Board to all intents and purposes is a collective body of Directors at any given time and can only act as such.
A majority of the Board’s membership should therefore be reckoned within the context of a properly convened Board meeting at which a matter can be put to vote.
Outside of a duly convened meeting, binding Board decisions can only be taken by a written resolution signed by all Directors and not by a majority of them.
”We have not received the Board’s instructions to convene a Meeting or circulate a Written Resolution for approval by the Directors as required by the Company’s Articles of Association and are not aware that a Board meeting was convened or a Written Resolution circulated to Directors entitled to receive notice,” a source said.
According to reliable sources, Olaniwun Ajayi, lawyers to Afsane Jetha and Zachary Fond, both directors of Alta Semper, the foreign equity firm seeking to take over the pharmacy chain; insist that the actions taken by the PE firm were in accordance with the Management Agreement and good Corporate Governance.
Alta Semper LLC UK, on Friday 25 September, through a Press Release said it had terminated the appointment of Mrs. Bukky George, founder of the company, from her position as CEO; though she remains a director and shareholder.
The foreign private equity firm also announced the appointment of one Chidi Okoro as Chief Transformation Officer.
George, HealthPlus management and the Company’s legal counsel have all rejected the steps taken and accused Alta Semper of an illegal attempt to take over the company.