On Wednesday, June 15, 2011, it was reported that the federal government had failed in its efforts to privatise the state-owned telecoms company, NITEL, saying it had terminated the process after the reserve bidder failed to pay a $105 million bid security.
The Bureau of Public Enterprises (BPE) had given the Omen International Consortium a June 10, 2011, deadline to make the payment and granted an additional 5-day grace period after a last-minute plea from the group. However, it still failed to transfer the funds.
“Following the inability of Omen International Consortium … to revalidate its bid bond of $105 million at the deadline of June 10, the Bureau of Public Enterprises (BPE) has terminated the privatisation of the telecoms utility which began in 2009,” the BPE said in a statement.
Then BPE Director General Bolanle Onagoruwa (current independent Non-Executive Director, Transcorp Hotels Plc) said that if Omen fails to pay, the agency will look at other options, including setting a minimum price for NITEL and offering it to the remaining bidders, or liquidating the struggling company.
That attempt to privatise NITEL was another in a string of efforts by the government to sell the telecoms company that monopolised the sector and was the darling of everyone.
Attempt to sell NITEL 1: PENTASCOPE
It was in 2002 when the Obasanjo-Rufai group moved to auction NITEL and sold it to the International London Limited (ILL) for $1.2 billion. But, it turned out that the company was hastily put together by a gang and was just an emergency vehicle later discovered to be unqualified in all ramifications – ILL had no such fund and sourced the money locally, most of it from the First Bank, and only raised 10%.
When the deal fell through, the BPE (led by Nasir el-Rufai), handed over NITEL to a company to manage it. It was called PENTASCOPE.
Pentascope was registered on January 1, 2002, a public holiday worldwide, with a workforce of only eight persons, including its janitor. It was not registered in Nigeria to do business, as required by the Companies and Allied Matters Act.
In his article, The rape of NITEL, Owei Lacemfa said, “the transaction (with Pentascope) brought down the First Bank management, and the government had no choice but to annul the messy deal.”
Nigeria lost over ₦100 billion in that deal.
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Meanwhile, Pentascope did not meet any of the criteria the Bureau listed in its advertisement. The pre-qualification criteria demanded that:
“Interested managers MUST be international telecommunications operators and MUST demonstrate, one, evidence of having installed and managed at least a million telephones; two, a successful track record of expanding a telecommunications network in a developing country; and three, sufficient management resources to grow NITEL and enhance shareholder value.”
Among the revelations from a February 2005 probe by the House of Representatives Committee on Communications that probed the appointment of Pentascope as management contractor to NITEL is the evidence by former Chairman of NITEL Board, Aneze Chinwuba that showed that when the company’s team went to Amsterdam to check the capability of Pentascope to handle the management deal, it discovered that the contractor’s office was located inside an abandoned church with a staff strength of eight people “including a janitor”.
According to Chinwuba, a total of $9.35 million was paid to Pentascope during the management period. He also testified that the company approved the payment for itself from NITEL’s coffers without any supervising authority, even when NITEL was incurring huge losses.
Chinwuba further told the committee that after seeing that Pentascope had neither the technical nor the financial capacity to manage NITEL (being a consultancy firm with only three months of experience in the communications field), he wrote a report advising that the Dutch firm should not be given the contract.
He said that the BPE imposed the processing of the contracts on NITEL’s board because the Bureau was seven months into the process of signing the contract before his board was formed. He even said that his board members were constantly reminded by the BPE that it had the mandate from the Federal Government to sell NITEL without delay.
According to him, every attempt to make BPE stop the deal was resisted by its then Director General, Nasir el-Rufai (now Governor of Kaduna).
After this episode, BPE directly managed NITEL from February 2005 to November 2006, But, the ineptitude and gross mismanagement continued and worsened. Then, pension funds and salaries began to disappear.
At this point, NITEL staff protested and were victimised and locked up.
Attempt to sell NITEL 2: TRANSCORP
Then in 2006, the Obasanjo government announced that Transnational Corporation of Nigeria (TRANSCORP) was NITEL’s latest perfect buyer. The Chairman, Board of Directors of Transcorp, Ndi Okereke-Onyiuke (also then Director General of the Nigerian Stock Exchange) confirmed that former president, Olusegun Obasanjo had shares in the company.
By the Shares Sales and Purchase Agreement (SSPA) signed between the BPE and TRANSCORP on November 14, 2006, 51% equity of NITEL was transferred to TRANSCORP while the government retained 49%.
Under the Post-Acquisition Plan (PAP), TRANSCORP agreed to inject a minimum of ₦8 billion new funds into NITEL to prepare it for competition within 30 days and 100 days after the take-over.
But the team at TRANSCORP had other interests. Under their watch, the company’s official market share dipped from 15% to 0.03%. The GSM arm, MTel, which had 1.3 million subscribers, went way below that number. Its workforce reduced from 13,000 at take-over to less than 1,000, and telephone exchanges and other immovable assets such as switches were almost dead.
A former NITEL staff (name withheld) said that the company owed NITEL staff salaries for about one year and four months. And, that Transcorp only shared NITEL’s assets among themselves.
With many other intending woes, the government stripped TRANSCORP of the shares and renewed efforts to sell NITEL again.
Attempt to sell NITEL 3: BNP Paribas
On Monday, September 1, 2008, the Federal Government, through the National Council on Privatisation (NCP) presided over by the then Vice President, Goodluck Jonathan, announced the emergence of the BNP Paribas as an option and with Eleda Capital Partners Consortium as a consultant for the privatisation of NITEL and its subsidiary, the Mobile Telecommunications Limited (MTel). The consultants were given six months deadline to complete this assignment.
Briefing newsmen, the Minister of State for Information and Communications, Ibrahim Dasuki Nakande (now stalwart of the ruling APC), said negotiations would commence between the technical committee of NCP and the preferred bidder as soon as possible.
According to him, BNP was adjudged to have scored the highest combined technical and financial score of 82.4% in the financial bids conducted by BPE on July 31, 2008.
But BNP was just another bad road to the sale of NITEL. It was reported that BNP Paribas had a working relationship with Pentascope, and the bulk of employees at BNP Paribas (Nigeria) was said to have been drafted from BPE.
Then Head, Communications at BPE, Joe Anichebe, confirmed that the workers were ‘former staff of BPE’ – they were with the BPE at the same time the BPE handled the privatisation of NITEL previously.
BNP seemed like the return of the devil (Penstascope) in a new body.
The sacking of TRANSCORP
On June 1, 2009, TRANSCORP’s 30-month mismanagement of Nigerian Telecommunications Plc (NITEL) ended when the Federal Government cancelled the sale.
The NCP, which announced the government’s action, said TRANSCORP had left NITEL in a mess.
At a press conference, NCP member and then Director-General of the BPE, Christopher Anyanwu, said that the NCP’s decision was informed by the fact that TRANSCORP had breached the condition upon which the investment deal in NITEL/MTel was consummated. By implication, TRANSCORP had walked away from the deal on its own.
“The NCP is of the opinion that TRANSCORP has opted out of the NITEL/MTel because it has failed to meet the condition precedent. The sale is hereby withdrawn. It is void because it never existed in the first place due to their failure to keep with the terms of the transaction agreement.”
Anyanwu was later reported to have been suspended from his duties in connection with the handling of the sale of NITEL.
Attempt to sell NITEL 4: UNICOM
In 2010, a consortium that included Dubai’s Minerva and China’s second-biggest carrier, China Unicom (0762.HK) made a bid of $2.5 billion for NITEL, more than five times its value.
China Unicom (Europe) Operations Ltd. “would be interested in exploring the possibility of equity investment in NITEL,” according to a filing to the Hong Kong stock exchange. The subsidiary also “indicated its interest in the provision of technical and managerial support,” the statement said.
But Unicom could not raise the cash to pay.
Meanwhile, Unicom denied any part in a bid that telecoms analysts said was very high for a telecom company the federal government had struggled to sell since 2001. One consultant estimated NITEL’s value at the time to be not more than $500 million.
“There’s no involvement of this project from the parent company, the listed company or any subsidiary of the company,” said Unicom spokeswoman Sophia Tso in a statement.
However, Usman Gumi, managing director of GiCell Wireless, the Nigerian operator fronting the bid consortium for NITEL, and the BPE, said Unicom’s European office had sent a letter offering technical support should the bid succeed and also the possibility of taking a 20% equity stake.
“We didn’t pull all this out of the air,” Gumi said, according to Reuters.
A guided liquidation option
Then, in July 2013, Nigeria’s federal government announced plans, through the NCP, to restart the sale of NITEL via a “guided liquidation” process, beginning with the appointment of a liquidator.
By this time, Nigeria had been trying to sell NITEL for more than a decade, a company that was struggling because of the deplorable state of its fixed-line infrastructure and high levels of debt.
Joseph Chigbo Anichebe, then spokesman for the BPE, said that the council had appointed Olutola Senbore (current Chairman of the Board at FCMB) as liquidator and gave him six months to set up the process.
“The reason we choose to go through the liquidation option is that the expected proceeds from the (NITEL) sale are likely going to be less than its (debts’) value,” Anichebe said.
He added that NITEL owed creditors – mostly suppliers – around ₦400 billion ($2.5 billion in 2013), and the liquidation process is aimed at protecting the government from future claims and liabilities.
NITEL’s fixed lines had fallen to fewer than 100,000 (five times lower from 555,056 lines in 2001) and the number of subscribers to its MTel mobile unit had dropped to a few thousand from over one million.
The players and denials
In the hearing, earlier mentioned, by the House of Representatives Communications Committee, neither the BPE nor PricewaterhouseCoopers (PwC) took responsibility for the obvious bad NITEL deal.
When the PwC MD, Ken Igbokwe and Nick Allan, who appeared for PwC took the microphone, he insisted that they checked all the bidders and scored Pentascope highest because they considered them the best suited for the job.
Also, under oath at the public hearing, Igbokwe said services of the consulting firm to the BPE were restricted to financial advisory.
But Nasir el-Rufai, former Director-General of the BPE, and incumbent Minister of the Federal Capital Territory at that time clarified that the PwC was involved in the entire selection process.
So, PwC assisted the BPE in evaluating and short-listing the initial 14 companies that applied to 9. The two bodies subsequently invited the 9 companies to submit managerial, technical, and financial bids.
Of the nine, four were disqualified.
PwC narrowed the list down to three – African Access/Lucent, which demanded $230 million to turn NITEL around and was awarded 56.8 points; BNSL/TCIL, which charged $35 million to do the job for three years and scored 71.5 points; and Pentascope, which charged $45 million to execute the contract over the same period and was given 75.5 points.
Pentascope, PwC, and BPE lied to the NITEL board and the NCP, when the company claimed that it “had provided evidence of KPN’s (a Netherlands leading telecoms company it claimed to have a working relationship with) commitment to continue to provide them with support and technical assistance as required.”
The Minister of Communications, Cornelius Adebayo painted a picture of the severe losses NITEL incurred on the Pentascope contract and said all avenues within the law were being explored to bring all parties in the fraudulent transaction to book.
Enlightened about Pentascope’s gross incompetence, NITEL staff confronted the Obasanjo-Rufai group and demanded that the deal should not be concluded. Under Pentascope, there were no new installations, no system upgrades in a digital era and NITEL acquired lots of technical problems.
Pentascope cleaned NITEL investments in treasury bills with the CBN and liquidated its credits with the International Telecommunications Union (ITU) and INTELSAT. As it abandoned NITEL and left NITEL with a liability of ₦19 billion.
There’s no report that Pentascope was held accountable.
In a statement signed by his Media Advisor, Muyiwa Adekeye, el-Rufai said: ‘’It is understandable that Alhaji Atiku Abubakar would be enduring some unease at the disclosures made in The Accidental Public Servant, Mallam Nasir el-Rufai’s recent book. A quote from the book reads:
‘’Now that Atiku himself has spoken on the controversial NITEL GSM contract involving Ericsson and Motorola, it is obvious that the attempt at confusing issues persists. It is untrue that the NITEL GSM contract in question was split. Rather it was awarded to Ericsson, but at the lower price submitted by Motorola, because of Atiku’s intense lobby deployed to advance Ericsson’s bid. Atiku and Abdullahi Yari, his then ADC, at different times spoke to el-Rufai to favour Ericsson. It is Atiku’s responsibility to explain why he became an Ericsson salesman. On Pentascope, we see the same pattern of muddying the waters with falsehood. As chairman of the National Council on Privatisation (NCP), Atiku gave his approval on February 21, 2003, for the management contract with Pentascope to be signed. The memo on which Atiku minuted his approval, BPE/I&N/NT/MC/DG/280, is dated February 20, 2003, and was initiated by the director of BPE covering the DG’s duties at the time. By virtue of the high office, he then held, Atiku knows that Pentascope was not foisted on NITEL but emerged from a properly advertised and competitive selection process."
But, long before then, the House of Representatives were looking at barring him – el-Rufai – from public office for 50 years because of his role in the NITEL/Pentascope chaos.
Then, el-Rufai was accused of perjury and forgery. Others indicted were Legal consultants, Udo Udoma & Bello Osagie; PricewaterhouseCooper (a financial consultancy company), who were indicted and told to refund the contractual fees for dereliction of duties; Vincent Maduka, former Director-general of NITEL.
Comment on the NITEL deals
Former Managing Director of MTel, the GSM arm of NITEL, Kunle Bello, in 2013 said that he foresaw the collapse of NITEL/MTel because of the insincere and inconsistent implementation of policies by the el-Rufai-led BPE.
He described Pentascope management as an “irredeemable misfortune” in the telecommunications industry and a disaster for NITEL/MTel workers “who have been dying one after another” following the non-payment of their pensions.
Was there a final sale?
The NCP on Thursday, December 18, 2014, approved the sale of the liquidated NITEL and its subsidiary, MTel, to NATCOM Consortium for $252 million.
The Chairman of NCP’s Technical Committee, Atedo Peterside, told journalists that the approval was one of the decisions taken at a council meeting presided over by Vice-President Namadi Sambo.
“What happened today was that the NCP approved the transaction, which is like the final phase of the approval because only the NCP has the powers to pronounce a winner,” Peterside said.
“So, the NCP today confirmed the process, so the transaction from the point of view of approval and emergence of a preferred bidder is now confirmed. We now have a preferred bidder that has been fully ratified by the NCP. So, that brings us to the end of the bidding process. So, that is the highlight of the decision on NITEL/MTel.”
In her address, then Minister of Communications Technology, Omobola Johnson, said that the consortium beat 14 other bidders at the primary stage and one other bidder at the secondary stage to emerge the winner of the bidding process.
She described privatisation as the last segment in a well-thought-out reform of the Nigerian telecoms sector, which commenced in the year 2000.
However, a Development Economist, Odilim Enweagbara, said, according to The Guardian, that the $252 million price for which NITEL and its subsidiary, MTel was sold, was grossly below its value, considering the entity’s generous assets across the country.
“The $250 million sale of NITEL/MTel is a fraud that the Buhari Administration should reverse immediately because the real value of its landed assets in cities like Lagos, Abuja, Port Harcourt alone is more than $1 billion,” Enweagbara said.
At this time, NITEL/MTel had fierce competition in MTN, Globacom, Etisalat (now 9mobile), and Airtel. The question is: The NATCOM sale had ended more than a decade of trickery, but where is NITEL/MTel in the market today?
Also, why were the former staff of Nigeria’s one-time darling left in the cold? They had protested the final sale, but the government was not interested.
It is an unending conversation about irresponsible leadership and gross mismanagement of public enterprises and assets.
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