In a major twist to the hostile takeover attempt rocking HealthPlus Limited;examinations have uncovered that DCSL, the organization secretaries to HealthPlus Limited composed that the media distributions declaring the evacuation of the Managing Director/Chief Executive Officer by “most of the Board” isn’t logically precise.
As per our sources, the perspective on the Company Secretaries is that while the Shareholders’ Agreement references choices taken by a ‘greater part of the Board’, the Board to all aims and objects is an aggregate assemblage of Directors at some random time and can just go about accordingly.
A lion’s share of the Board’s participation ought to thusly be figured inside the setting of an appropriately gathered Board meeting at which an issue can be put to cast a ballot.
Outside of an appropriately gathered gathering, restricting Board choices must be taken by a composed goal marked by all Directors and not by a lion’s share 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.
