Formations & Reorganisations

G. Elias & Co. has advised collaborators on joint ventures, both incorporated and unincorporated, and on establishing business organizations in a wide range of sectors of the economy. We also advise solo actors on founding new businesses. We have also advised on court-sanctioned schemes to reduce, re-organize and re-construct the capital of companies.  Perhaps the most significant among them have been schemes to de-merge groups of companies.  We have also advised small and challenged conglomerates on regularizing their corporate filings and records and on rationalizing their intra-group shareholding structures

We have conducted extensive legal and corporate governance audit and litigation portfolio review work on conglomerates, petroleum companies, electricity distribution companies, telecommunications companies and financial institutions.  We have also done other significant work on strategic alliances between companies, shareholder agreements, management agreements, employee share incentive and assisted shares acquisition schemes and employment contracts for executive employees.

Some of our key experiences are as follows:

  • Advised MTN Nigeria on separating its towers business from its core telecommunications business in a USD1.8bn transition with IHS Towers Limited.
  • Advised United Bank for Africa Plc on separating its commercial banking business from (a) its investment banking business; (b) its real estate business; and (c) its registrar business.
  • Advised United Bank for Africa Plc on acquiring control of Afrinvest Ltd. (now UBA Capital Europe).
  • Advised the then preferred bidder – Sino African Petroleum Company Limited – on the privatization of the National Fertilizer Company of Nigeria (NAFCON). This transaction was structured to involve a combination of both share sales and assets sales and a total of four entities.
  • Advised the Bureau of Public Enterprises on separating the non-insurance businesses of NICON Insurance Corporation, a statutory corporation from the insurance ones. The key non-insurance businesses are the Hilton Hotel in Abuja and NICON Town in Lagos.  Immediately before the breakup, nearly half of all of the assets of the Nigerian insurance industry were vested in the NICON conglomerate.
  • Advised the 14-company Oodua group, controlled by the States governments of the so-called South West States, on its plans to reorganize and privatize its businesses.
  • Advised the Tolaram Group (manufacturers and distributors of indomie Noodles) on separating its logistics and road haulage business from its manufacturing business.
  • Advised the second largest seller of travelers cheques worldwide on the restructuring of its Nigerian entities and operations.
  • Advised Dana Group on separating (a) its bottled water manufacturing business from its business of manufacturing intravenous “drip” pouches and (b) its business of manufacturing pharmaceutical drugs from the rest of its conglomerate.
  • Advised Food Concepts Plc (owners and operators of the Chicken Republic business) on separating its quick-service restaurant business from (a) its farm business and (b) its chain of bakeries.

For more information on G. Elias’ Formations and Re-organizations expertise, please contact Gbolahan Elias and Fidelis Adewole.