By Peter Egwuatu
TURNER Wright Nigeria Limited has terminated its Share Exchange Agreement with Big Time Holdings, Inc., BTHI, a company associated with Milost Global Inc which had wanted to acquire a majority stake in Nigeria’s Unity Bank Plc.
A termination letter signed by Chairman/CEO, Turner Wright, Dr. Tunde Lawal, stated: “We refer to the following Share Exchange Agreement executed on October 22, 2018 entered between Big Time Holding Incorporated, BTHI and Turner Wright Limited. By the arrangement between Big Time Holdings Inc. and Turner Wright Limited under the agreement shall stand terminated with the effective date of May 14, 2019.
“The agreement is being terminated according to the terms of the agreement by exercising Article V, Section 5.01, paragraphs c and g. In accordance with the terms therein, this agreement is hereby terminated with an effective date of May, 2019. BTHI and Turner Wright Limited agree and acknowledge that there are no amounts due from any or either party to the other. The amounts already paid under the Agreement shall be considered full and final settlement of all dues and outstanding debts and no further amounts are payable under the said Agreement dated October 22, 2018.”
Explaining the circumstances surrounding the termination, Lawal said Milost had proposed to acquire seventy percent equity in the Nigerian company, a manufacturer of veterinary pharmaceuticals, in a deal worth USD150 million with disbursements expected to conclude within four years. The investment was subsequently vested in BTHI, one of Milost’s publicly trading entities in the OTC market of the New York Stock Exchange through which it planned to raise capital and fund the transaction.
The investment which had Williamsville Smith Management Limited (WSML) as the initial Special Purpose Vehicle for the transaction, failed and was subsequently vested in BTHI.
The statement further said: “BTHI, like WSML before it, then proceeded to have an agreement with Turner Wright which would cede seventy percent of the company to BTHI through a share exchange upon funding and disbursement of agreed capital.”
The statement added: “Big Time Holdings, BTHI, had issued a press release as early as October 31, 2018 about their filing with the US Securities and Exchange Commission, reporting the “completion of acquisition or disposition of assets” and “change in shell company status” involving Turner Wright – when the share exchange have clearly not taken place yet, nor the corresponding money draw-downs to TWL been remitted.”