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O&O Network Appeals Court Order to Deposit N22.5Bn for Airtel Shares

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O&O Network has filed a notice of appeal against the ruling of the Federal high court ordering it to deposit N22.5 billion with the chief registrar of the court pending the determination of the substantive suit.

 

Mojisola Olatoregun, presiding judge, stated that the sanctity of the court must be protected. She ordered further that the money should be kept in an interest yielding account in a commercial bank at the Central Bank of Nigeria interest rate.

 

Justice Olatoregun later adjourned till 29 May, 2019 for hearing of the substantive suit.

 

The $28,728,125 suit was jointly instituted by a Nigerian Industrial mogul Oba Otudeko and his company, Broad communications Limited against a cellular mobile telecommunications company, Airtel Networks Limited (formerly known as Econet Wireless Nigeria Limited )and 9 others.

 

The order of the court was sequel to an application filed before the court by the plaintiffs, Oba Otudeko and his company, Broad Communications Limited, urging the court to direct one of the defendants, O&O Network Limited to deposit the sum of N22.5 billion being the sum of a purported transfer of 16,002,404 shares of Airtel, into an interest yielding account in the name of the Chief Registrar of the Federal High Court to be domicile at Zenith Bank or First Bank pending the determination of the instant suit by the court.

 

Joined as co -defendants in the suit filed before a Federal high court in Lagos south west Nigeria are: a promoter of Airtel Jubril Adewale Tinubu, with 9,906,250 shares being 9.9% voting capital, O&0 Networks limited, Delta ministry of Finance Incorporated, Delta State Government, Corporate Affairs Commission, Econet wireless Limited, Econet Development Corporation,Ecobank Nigeria limited, Ecobank Transnational Incorporated.

 

The plaintiffs alleged that by order of the court issued on the 5th of February, 2015 the court mandated parties to maintain status quo in respect of shares held in Airtel Network Limited.

 

However notwithstanding the orders made by the court, O&O Network entered into arrangement for the sale and transfer of shares in Airtel Network limited to Bharti Airtel Nigeria BV. for the sum of N22.5billion.

 

The transfer of the shares to Bharti Airtel Nigeria BV, was alleged to be in violation of the order of the court.

 

According to an amended statement of claim filed on behalf of Oba Otudeko and Broad communications Limited by Chief Wole Olanipekun SAN, OFR, the plaintiffs alleged that sometime in 2011, Ecobank Transnational Incorporated acquired the defunct Oceanic bank Plc with all its liabilities and assets which at the time of acquisition included the 3rd defendant O&0 Network limited.

 

Prior to the acquisition of Oceanic bank the plaintiffs became aware that the 4th defendant, Delta State ministry of Finance incorporated and the 5th defendant Delta State Government purportedly transfer their beneficial ownership in the shares of the O&0 Network Limited back to 2nd defendant, Jubril Adewale Tinubu who subsequently purported to have transferred the shares to Oceanic bank Plc as part of a process of securitization and foreclosure arising from loans advanced to him by Oceanic bank.

 

The plaintiffs stated further that in the course of promoting Airtel, it was a fundamental term that in order to facilitate financing arrangements, Nigerian individual shareholders would take their shares in their own names or by the agency of their respective nominee vehicles. By this agreement Oba Otudeko was to hold directly or indirectly, 15% of the ordinary shares and Jubril Adewale Tinubu was to hold directly or indirectly about 10% of the ordinary shares of the company.

 

Further to the above arrangement and as preliminary step toward the acquisition of 40% equity stake in Airtel, Oba Otudeko and Adewale Tinubu through a special purpose corporate vehicle called First Independent Network limited FINL, executed a settlement agreement dated 11 June 2001,with Econet International Limited.

 

It was also selected fundamental term of the agreement that Nigerians would hold 40% of the ordinary shares and that Econet Wireless International EWI, being the original technical partner would hold 40%,while 20% was reserved for Transtel -a South African company.

 

Oba Otudeko took 13,035,936 shares in the name of Broad communication and 187,500 in his own name while Adewale Tinubu took 9,906,250 shares in the name of Ocean &Oil services and later transferred same to O&0 Network .

 

The shareholders agreement confers on the shareholders a’ ‘right of first refusal’ in relation to the disposal of shares or interest therein by any conceivable means;and outline procedures to be followed for giving notice of intention to dispose and further mechanism for dealing with such shares.

 

The plaintiffs alleged further that sometime in 2005, without any formal or informal notice they became aware that in 2001 and 2003, Jubril Adewale Tinubu acting as the alter ego of O&0 Network reached secret agreements to transfer all the company’s share in Airtel to Delta State ministry of Finance incorporated and Delta State Government for a premium.

 

The 9,906,250 ordinary shares of the O&0 Network sold, in breach of the plaintiffs pre -emptive right was valued at $4.50 thereby amounting to $44,578,125.

 

The transaction was deliberately concealed from the plaintiffs and other shareholders with Adewale Tinubu continuing to represent that he represented himself rather than the Delta State ministry of finance incorporated and Delta State Government on the board of Directors of Airtel.

 

The plaintiffs averred that Adewale Tinubu and one David Edevbie, the then commissioner for Finance and Economic Planning in Delta State made statements to the Economic and Financial Crimes Commission EFCC in or about August-November 2004 admitting that the respective transactions entered into between them had the sole objective of dealing in the shares of Airtel contrary to the agreement and the understandings binding parties and other shareholders in the Airtel company.

 

On 11th of March, 2013,the plaintiffs divested their interest in the Aitel Company.

 

The value of the 9,906,250 ordinary shares sold by Adewale Tinubu and O&0 Network to Delta State ministry of finance incorporated and Delta State Government in breach of the Plaintiffs pre -emptive rights had appreciated in value from $4.5 per share to $7.4 per share as at the time the plaintiffs divested their interest in the Airtel company amounting to $73,306,250, consequently the differential in the value of the shares when the plaintiffs divested their interest amounts to $28,728,125.

 

The plaintiffs claim against the defendants jointly and severally are as follows:

 

An order mandating the defendants to pay the Plaintiffs the sum of $28,728,125 being the interest /profit accrued on the 9,906,250, ordinary shares sold in breach of the plaintiffs pre -emptive rights in the Airtel Company.

 

Interest on same at the rate of 23% per annum from 15th July, 2003 till judgement is delivered.

Cost of this legal action assessed at N100 million.

 

However, In an affidavit in support of statement of defence sworn to by Airtel legal officer Kingsley Anyiam, filed on behalf of Airtel by a Lagos lawyer, Barrister C. A.Candide-Johnson SAN, the deponent averred that Airtel was not privy to the facts that led up to the dispute, as relayed by the Plaintiffs in their statement of claim.

 

In addition Airtel is not a party to the shareholders agreement which forms the crux of this dispute, as the shareholders agreement was entered strictly among the shareholders of Airtel as at the relevant time of this suit.

 

Consequently the Plaintiffs statement of claim do not have any adverse reliefs against Airtel. Therefore, Airtel need not be party to this suit in order to comply with any lawful order of the court.

 


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Telecom

Defending the Foundations for Connectivity

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By Engr. Gbenga Adebayo

In 2001, when the first GSM call was made in Nigeria, how many of us would have envisaged the digital world that we live in today?

Defending the Foundations for Connectivity

Gbenga Adebay, chairman, ALTON

The pace of growth and the rate of adoption of telecoms solutions in Nigeria has been revolutionary. It is a globally acknowledged case study that we should be proud of and a clear demonstration of what can be achieved.

Almost all of us today are reliant on the network connectivity that it has enabled in different shapes and forms. From the simple need to communicate with loved ones, to the digital platforms that enable our access to and consumption of entertainment, financial products and other critical services.

Our reliance on these systems is becoming more and more acute, whether it is citizens, governments, or corporations.

System downtime is increasingly disruptive and offline manual redundancies are often in the advanced stages of being phased out. The pace of this transition is not slowing down. With the core infrastructure in place, innovation is driving the exponential growth of services that ride on it. From the fully adopted social media that has changed the way we interact, to the emerging Artificial Intelligence (AI) revolution.

While this innovation is enabling exciting new possibilities, there is a tendency to focus on those opportunities, to the detriment of the core infrastructure on which it rides.

It is imperative that we retain a focus on the optimisation of that infrastructure and enable continued investment in its development.

We have seen how the transition from 2G, through to 3G, 4G and 5G have each enabled the development of more and more sophisticated solutions.

The continued development of core infrastructure has to be sustainable, and over the last few months we have begun to see the challenges that the operators that provide it are facing.

Both MTN and Airtel have declared significant foreign exchange (FX) losses in Nigeria, and the stress is not linked to them alone.

The entire ecosystem is battling with a range of challenges that must be addressed. If we fail to do so, the downstream impact on innovation will be severe. Telecoms infrastructure requires a base level of investment to maintain its current capabilities, and significant additional investment to expand and grow. It is capital intensive and that capital has to be generated through sustainable business models.

At the heart of the challenge the industry faces is the issue of rising costs.

Recent financial losses are directly linked to the cost of operating towers that rely on inputs like diesel, which have increased significantly as the Naira has depreciated.

The provisions large telecom companies have had to make, and the consequent losses and impact on their reserves is a red flag.

It tells us that business as usual is not sustainable. If we continue as we are, then those companies will struggle to continue to invest in and maintain existing services.

But those costs are not the only challenge. General cost inflation, multiple taxation, regular and damaging vandalisation of infrastructure and the costs associated with regulatory compliance all help contribute to the high cost of operations.

We cannot continue to follow a path that asks those companies to simply accept those rising costs. It is no longer sustainable, and we have reached an inflection point.

This is a critical moment for the industry.

How we approach and resolve it will define the future of Nigeria’s digital economy.

If you want to be able to enjoy the benefits that digitisation brings. If we want the infrastructure that enables AI and helps us drive growth, then we must take action now.

Cost-reflective tariffs, like it or not, are simply non-negotiable. We have seen the impact of price controls in other segments of the economy, like power.

If providers cannot operate sustainable business models, then they stop investing. When that happens, the existing infrastructure starts to crumble.

For power, a consumer can choose to take ownership of the solution by buying a generator, or a solar panel.

For fuel, the government can step in as the provider of last resort and manage a subsidy regime that mitigates the impact on the population. Those options are not available in the telecoms sector. There is no self-help solution.

We fully understand and appreciate the financial stress that Nigerians are experiencing today. The cost of living is the single most significant factor in most people’s daily lives.

But those people are still able to enjoy the benefits that connectivity brings, at the price they paid before these challenges became so acute.

Imagine a future in which the gains of the last twenty years are reversed. Nigeria, and Nigerians simply cannot afford it. The pain that we would feel under those circumstances would be exponentially worse.

We need to find a long-term, sustainable and manageable solution to this problem. Prices will need to rise, but action needs to be taken in a measured way, through sustainable conversations and partnership with the government. It is time to address this head on.

 

Engr. Gbenga Adebayo is chairman, Association of Licensed Telecom Operators of Nigeria (ALTON).


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ALTON, ATCON Urge FG to Address Telecoms Industry Challenges

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The Association of Licensed Telecom Operators of Nigeria (ALTON) and The Association of Telecommunication Companies of Nigeria (ATCON), representing Mobile Network Operators and telecommunication companies in Nigeria, are calling upon the government to take decisive action in addressing the numerous challenges confronting the telecommunications industry.

In a statement jointly signed by Engr. Gbenga Adebayo, chairman of ALTON and Engr. Tony Izuagbe Emoekpere, ATCON President, the associations underscored the urgent need for collaborative efforts between the public and private sectors to overcome obstacles hindering the sector’s growth and development.

Infrastructure Deficits: ALTON & ATCON members still lack access to essential telecommunication services due to a myriad of challenges, including multiple taxation and regulations and prohibitive Right of Way (RoW) charges, inadequate electric power supply and vandalism of telecommunications infrastructure.

 Protection of Assets and Network Infrastructure: Advocating for legislation that

designates telecommunications infrastructure as Critical National Infrastructure (“CNI”): Both Associations expressed deep concern over the escalating security threats facing telecommunications infrastructure in Nigeria.

Telecommunications infrastructure undisputedly plays a pivotal role in Nigeria’s national security and socioeconomic growth, especially as the country currently contends with multiple security challenges that require urgent and immediate actions in response to these threats.

Attacks on cell towers, fibre optic cables, and other critical assets disrupt telecommunications services and result in significant financial losses for operators.

The associations urge the government to prioritize the security of telecommunications infrastructure and collaborate with law enforcement agencies to enhance protection measures and combat vandalism and sabotage effectively.

Cost-Reflective Tariff of Services: ALTON and ATCON respectfully reiterate that telecommunications infrastructure development requires substantial investments in network expansion, maintenance, and technology upgrades.

Despite the adverse economic headwinds, the telecommunications industry remains the only industry yet to review its general service pricing framework upward in the last (11) years, primarily due to regulatory constraints.

For a fully liberalized and deregulated sector, the current price control mechanism, which is not aligned with economic realities, threatens the industry’s sustainability and can erode investors’ confidence.

ATCON and ALTON call upon the government to facilitate a constructive dialogue with industry stakeholders to address pricing challenges and establish a framework that balances consumers’ affordability with operators’ financial viability.

Regulatory Independence: ALTON & ATCON advocates for the sustenance of a culture of independence in the regulatory landscape to safeguard against undue influence and unwholesome incursion into the Nigerian Communications Commission’s (NCC) or (Commission) domain, which will inspire trust in the telecommunications sector and encourage investment.

Regulatory neutrality and independence are crucial to ensuring a thriving telecommunications sector. Statutory provisions lend credence to this notion, as a lack of an impartial regulator will lead to a failure to maintain public confidence in the objectivity and independence of its decisions.

ALTON and ATCON reaffirms its commitment to working collaboratively with the government to address the challenges facing the telecommunications industry in Nigeria.

By fostering a conducive regulatory environment, prioritizing infrastructure development, enhancing security measures, and facilitating pricing adjustments, the government can unlock the full potential of Nigeria’s telecommunications sector, driving economic growth and societal development.

 


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Qualcomm Shortlists Startups for Qualcomm Make in Africa 2024 and Awards 2023 Wireless Reach Social Impact Fund

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Qualcomm Incorporated today announced the shortlisted startups for Qualcomm Make in Africa 2024, as well as the winner of the 2023 Wireless Reach Social Impact Fund.

The Qualcomm Africa Innovation Platform, now in its second year, aims to work with and support the development of Africa’s emerging technology ecosystem by providing mentorship, education, and training programs with a focus on 5G, Edge-AI/ML, Compute, and IoT. This year, Qualcomm received an overwhelming response, with approximately 250 applications from 30 countries.

Highlights: 

  • Startup cohort announced for 2024 Qualcomm Make in Africa startup incubation program featuring technologies.
  • Announcement of the awardee of the 2023 Wireless Reach Social Impact Fund, supporting startups in scaling their societal and market impact.
  • Development of L2Pro Africa website content nears completion, providing free online training on intellectual property protection.

As the first initiative of its kind in Africa, Qualcomm Make in Africa is an equity-free mentorship program that identifies promising early-stage startups keen on applying advanced connectivity and processing technologies such as 5G, Edge-AI/ML, Compute, and IoT to innovative end-to-end systems solutions, including hardware.

These startups have demonstrated exceptional potential in applying advanced connectivity and processing technologies to innovative end-to-end systems solutions.

The selected startups will receive free mentorship, business coaching, access to engineering consultation for product development, and guidance on protecting intellectual property. The 2024 cohort includes the following startups (listed in alphabetical order):

  • Aurora Health from Kenya provides AI-based cardiovascular health care tools
  • CropScan from Kenya uses solar-powered smart farming IoT devices
  • Cure Bionics from Tunisia makes smart 3D printed prosthetic arms
  • DevisionX from Egypt provides AI-based low-code computer vision tools
  • Kalio from Cameroon is building AI tools for Agricultural IoT
  • Kitovu from Nigeria provides tools and software for smart agricultural warehouse management
  • NextAI Studios from Kenya builds AI-based emotion detection into toys for children’s mental healthcare
  • RIM Nextgen from Kenya, uses smart tools for monitoring propane consumption
  • Sparcx from South Africa uses AI for enhancing radar signal processing
  • Vizmerald from Tunisia, is working on AI-based textile industry inspection

Qualcomm is also proud to announce the awardee of the 2023 Wireless Reach Social Impact Fund. This fund, provided by Qualcomm through its Qualcomm® Wireless Reach™ Initiative, aims to support startups in scaling their societal and market impact.

Ecorich Solutions Limited, a female-founded organization based in Nairobi, Kenya, will be awarded funding to help scale the impact of their smart organic food composter.

Wireless Reach funding will support Ecorich to address the dual challenge of organic waste management and the need for sustainable agricultural practices, with the goal of reducing environmental pollution, improving crop yields for farmers, and mitigating waste-related health risks for communities.

The other nine startups from the 2023 cohort will also receive valuable stipends to continue fueling their growth. These startups have showcased innovative uses of wireless technology to address pressing needs in their communities.

In addition, Qualcomm is excited to highlight the progress of the L2Pro Africa IP e-learning Platform, a free online training program designed to empower startups, SMEs, and researchers in Africa to protect, secure, and maximize their innovations. This program has been created in collaboration with Adams and Adams, Africa’s leading intellectual property (IP) law firm.

The education content has been updated with individual filing procedures for patents, industrial designs, and trademarks in the countries of Kenya, Nigeria, Uganda, Ghana, Rwanda and within the two African patent organizations, ARIPO and OAPI.

These step-by-step descriptions of per-country filing requirements empower inventors to interact effectively with IP professionals such as an IP attorney and their respective IP offices.

“I am thrilled with the overwhelming response to the Africa Innovation Platform this year,” said Alex Rogers, President, QTL & Global Affairs, Qualcomm Incorporated.

“The quality and diversity of the applications received reflect the immense talent and potential within Africa’s technology ecosystem.

“We are excited to work with the shortlisted startups and provide them with the necessary resources and support to drive innovation and create a positive impact in their communities.”

“We applaud Qualcomm for launching the second year of its Innovate in Africa Platform, which not only equips the upcoming generation of African entrepreneurs with expertise in pivotal areas like AI/ML, healthcare, agri-tech, smart cities, and communications but also empowers them to safeguard their intellectual property through the complimentary L2ProAfrica program.”, said John Omo, secretary general, African Telecommunications Union (ATU).

Mr. Omo also emphasized that the ATU remains steadfast in its commitment to fostering innovation and entrepreneurship across the continent. “Our youth innovation program, among other initiatives, plays a crucial role in cultivating the talents and aspirations of Africa’s young visionaries,” he affirmed. “We are ready to collaborate with additional partners to realize this objective.”


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