About ANAMMCO
AS THE ANNUAL GENERAL MEETING OF ANAMMCO HOLDS ON 9TH FEBRUARY 2010
The public may have noticed from recent newspaper publications and advertorials, the crises which has engulfed ANAMBRA MOTOR MANUFACTURING COMPANY LIMITED (ANAMMCO). As a member of the Board of Directors of the company, I have after a careful consideration decided to make this public statement. ANAMMCO is the product of a joint venture between the FGN and DAIMLER AG of
In 2007, the FGN sold 24% of its shares to G.U. Okeke & Sons Limited whilst DAIMLER A.G. sold 40% of its shares to ATFREECAL Ltd a company in which I have shares and am a director. Currently the major shareholders of the company are ATFREECAL Ltd having 40.45%, G.U. Okeke & Sons Limited having 27.45%, the FGN through the BPE having 11% and several State Governments and few private investors who hold the remainder of the shares.
When I took over as Managing Director in 2006, ANAMMCO had recorded losses of N811 Million in 2005 and N578 Million in 2006. I turned this state of affairs around and in 2007 the company made a profit of N107 Million before tax and from draft audited accounts for 2008 made a profit before tax of N74 Million. In spite of this Chief G.U. Okeke has unleashed a reign of terror against me recycling complaints of fraudulent diversion of business against me and DAIMLER AG at the EFCC, the Special Fraud Unit of the Nigerian Police Force and at the State Security Service all of where I have been invited for interrogation. In August 2009 I was detained on the instigation of G.U. Okeke at the Special Fraud Unit of the Nigerian Police Force in Ikoyi at a time when an order restraining my further arrest was in force. I was locked up in the cell with common criminals and was detained till about 11pm when my embassy intervened and I was released.
I have written petitions regarding this act of lawlessness and bias on the part of the police but no response has been received. In October 2009, Okeke orchestrated a workers protested at which a coffin having my name written on it was conspicuously displayed and videoed. This was a clear death threat. As a result and on account of the loss of my only brother I left
Okeke has accused me of diverting the business of importation of fully built vehicles from ANAMMCO to Atfreecal Ltd a company in which I have interests.
The truth is that a business model was developed by DAIMLER AG in which Atfreecal Limited imported vehicles into Nigeria and gave them to ANAMMCO to sell. Atfreecal made a margin of 2-3% of the landing cost of the vehicles whilst ANAMMCO made between 15-25% margins. This is what has accounted for the profits ANAMMCO has witnessed in recent years.
This business model was again reaffirmed by DAIMLER AG at a meeting in Stuttgart on the 20th of October 2009 in presence of a powerful Nigerian delegation including the Nigerian Ambassador to Germany and the prospects of a development of the manufacturing activities of ANAMMCO with prominent companies like DAIMLER group, the FOTON group, MEILLER AG and PALFINGER AG outlined.
Okeke has procured interim police reports addressed to him and not copied to me which has falsely stated that I have been diverting the resources of ANAMMCO to Atfreecal.
Okeke’s allegations are self serving. He desperately wanted me to give him some of the shares of Atfreecal Ltd. I agreed on condition that he paid for the shares and that the deal was approved by DAIMLER A.G. DAIMLER A.G. gave conditions which Okeke could not meet and the transaction failed. As a result he has decided to run me out of the country and takeover the business using Police Force. I have attached to this publication the Team Agreement which Okeke prepared and we signed subject to approval of Daimler and payment by Okeke for 25% of the shares of Atfreecal which he now claims is a fraudulent conduit for transfer of ANAMMCO’s resources. Nath Okekeocha and Chief Okeke’s son also signed the agreement. The question shareholders going into the AGM must ask themselves and Okeke is this: IF ATREECAL as alleged by OKEKE is a fraudulent conduit by which I have been siphoning the funds of ANAMMCO, WHY DID OKEKE desperately want to become a shareholder in ATFREECAL?
Currently most expatriates have left ANAMMCO. Okeke is gradually pushing the company down the cliff of destruction and liquidation. ANAMMCO has not been able to purchase any CKDs and no production has taken place since October 2009 when I left and the other expatriates also left. Okeke is now selling the vehicles of Atfreecal Limited financed by two banks and diverting the money into a new U.B.A account where only he, his brother Samson Okeke and their accomplice NATH OKEKEOCHA are Group A signatories.
The shareholders of ANAMMCO are urged to take decisive action at the forth coming Annual General Meeting which would prevent the collapse of the company as a result of the activities of 1 out of 18 shareholders of the company. As a way of saving the company, at a Board of Directors meeting held in
I urge the shareholders of ANAMMCO to send a clear signal that they are committed to the survival of ANAMMCO by reversing the actions of Okeke which are inimical to the well being of ANAMMCO and to the thriving of foreign investments in Nigeria.
Dated in
JACQUES GELIN
DIRECTOR ANAMMCO LIMITED
MINUTES OF MEETING BETWEEN THE BPE AND DAIMLER ON 20TH OCTOBER 2009 IN STUTTGART GERMANY ATTENDANCE BPE 1. Ambassador Abdulkadir Bin Rimdap - Nigerian Embassy Belin 2. Mr.Emmanuel Ijewere - Technical Committee Member and Head of Delegation 3. Mr. Alwell O Ibeh Director ( Industry and Services) 4. Mr. Ayodeji L Ayodele - Nigerian Embassy Berlin 5. Ibrahim Baba Gana - Deputy Director (Industry & services) 6. Joseph Ujomu- Ag Head of General Counsel 7. Bankole I Aloyande -Nigerian Embassy Berlin DAIMLER 1. Peter Alexander- Daimler 2. Andreas Herrmann -Dimaler 3. Ayhan Gokdemier - Daimler 4. Claus Peter Willi- Diamler 5. Dr Wolfgang Bauder- Daimler 6. Silver Breitcgwrdt - Daimler 7. Ume Delius- Daimler 8. Ali Kabakulak -Diamler 9. Jacques Gelin -Diamler AGENDA 1. Introduction of Participants 2. Opening Remarks 3. The future of Anammco 4. Discussion 5. Resolutions 1. Introduction of Participants The meeting commenced at 10. 30 am with the introduction of participants 2. Opening Remarks After the general introductions and the exchange of compliments Mr. Peter Trettin the President and CEO of Daimler responsible for Central and Eastern Europe, Africa and Asia welcomed everybody to the meeting. The essence of the meeting is to discuss the current situation in Anammco and agree on the way forward. The Nigerian Ambassador to Germany Ambassador Abdulkadir emphasized the importance of the meeting and drew attention to the 30 years agreement between Anammco and Daimler. He pointed out that we should work as a team to sustain the relationship. He assured the meeting that the responsibility of the Embassy is to make sure that foreign investment is attracted to Nigeria. 3. The Future of Anammco The discussion was divided into two segments. In the first segment there was a presentation by Mr. Botman of the history of the establishment of Anammco which was traced to 1975. The relationship was consummated with the signing of the manufacturers and agency agreements in 1977. On the basis of these agreements different vehicles were assembled by Anammco. In the first few years before the economic crisis of the 80’s the cooperation between Anammco and Daimler was a success story. Unfortunately due to the economic crisis and other variables vehicle assemblage became was no more attractive. After the FGN sold its shares in Anammco Daimler decided to also sell 40% of its equity to Atfreecal in 2007. This was followed with the renewal of all relevant contractual obligations between Daimler and Atfreecal for the supply of products to Anammco. A new license and trade mark agreement would be entered between Atfreecal and Daimler. b) PRESENTATION BY MD OF ANAMMCO He informed the meeting that he was employed by Daimler in 2006. This is the 5th Company he had managed since 1981. When he took over the management of Anammco it had been out of production for 8 month. A plan was proposed to Daimler on how to transform the company. Daimler supported the plan and transferred 40% of their shares to Atfreecal. The current business model of Daimler globally is to operate through local partners. This relationship is depicted in the agreement that exist between Daimler and Atfreecal. In terms of the financial status of Anammco since he took over the management of the company profits were recorded in 2007 and 2008. In 2009 due to the down turn of the economy the operations of the company has not been profitable. This is because the trading of activities of Anammco was not profitable compared to the manufacturing activities. The strategy that Anammco had adopted is to concentrate on body building of trucks and buses. The objective of the company is to survive in the harsh economic environment because producing CKD vehicles is no more attractive due to poor fiscal regime. The company has experienced an increase in the turnover of the company due to the large volume of body building activities. A request was made to the board of the need to increase the capital base of shareholders. At present there are 500 people employed in the Enugu plant, 40 in Abuja, and 30 in Lagos. The Enugu plant is headed by a German who is the only remaining representative of Daimler. The company has a contract from Nigerian Breweries to manufacture 50 truck bodies. They have also received CKD engines from Daimler. The current shareholding structure is as follows; 1) Atfreecal 40% 2) Okeke and Sons 27.45% 3) FGN 11% 4) Eastern states and some Nigerian citizens have the remaining 22% According to the MD the major problem they are facing is with Mr. Okeke who as the chairman of the company has done everything to undermine the management of the company. The Daimler group is not interested in any transaction with government without reference to Stuttgart. They prefer establishing strong links with the private sector as they have done with Atfreecal. The business projections of the company from 2010 - 2012 are as follows a) Anammco will assemble sprinter range vans and the forecast is to start with 50 Vans in 2011 b) The company will continue with its body building activities of trailers , tanks and tippers on Mercedes Benz and other vehicles c) They are in discussion with Foton a Chinese manufacturer to assemble heir range of products at Anammco. The business plan has been developed because it is very unlikely for the government to protect the automobile industry. Therefore the assembly plants must chart their own path for survival in order to be productive. This entails transforming Anammco from a vehicle assembly plant into an independent multi – brand manufacturer of a variety of products. In terms of going forward the MD informed the meeting that Daimler would 1. Transfer the agency agreement to Atfreecal by 1 January 2010. 2. Anammco shall continue the assemblage of buses by securing CKD from Brazil. 3. Additional Investments would be made in machinery in order to improve on the body building capabilities of anammco. 4. Employment opportunities would be opened up and as of now an average plant worker earns about a N100, 000 a month. 5. Finally the training center would be maintained in collaboration with Daimler DISCUSSION The team leader thanks the MD of Anammco for the comprehensive report. He pointed out that the presence of the Nigerian Ambassador is an indication of the commitment of the FGN towards the company. Our discussion is centered on moving anammco forward. The problem of Mr. Okeke is matters that shall be addressed when we return to Nigeria and therefore we are not here to discuss him or any other person for that matter. The fundamental issue is how we ensure that the agreement between Daimler and Anammco is not terminated. We proposed the following for the consideration of the meeting. a) Daimler should consider acquiring 10% out of the shares of Atfreecal or b) Consider buying the 11% of FGN shares in the company. c) The company is not capitalized this should be done through a rights issue. d) The termination notice should be suspended in view of the above proposals. The Ambassador also pointed out that the official position of the Nigerian Government is to encourage private sector cooperation and if Daimler pulls out it shall send the wrong signals. Recently an investment and promotion agreement was signed between the FGN and Germany to protect private sector investment in each of the countries. In response Mr. Peter Trettin stated that their activities in Africa has had mixed results. They have come to the conclusion that all their vehicle assembly operations in different countries has failed. The new business strategy is to have strong local partners from the private sector and work with them. This business model has empirically become more successful than relating with Governments. In Nigeria they are happy to work with the current Managing Director of Anammco who has revamped the business to their satisfaction It is now their investment policy all over the world to work with local partners in the private sector and they are not interested in working with governments. They are willing to work with the MD of Anammco to transform the company. After an extensive discussion the following issues summarized the consensus reached during the meeting a) Since Daimler has a new business model of partnering with strong partners from the private sector rather than with sovereign Governments, the relationship established between Daimler and Atfreecal /Anammco shall be sustained. All vital agreements that would ensure the presence of Daimler would be consummated and the BPE would be given access to the agreements. This process shall be done in a transparent manner. b) The BPE shall work with Daimler and the Managing Director of Anammco to ensure that the company is successfully run. The board of the company would be take proactive steps that would assist in the transformation of Anammco. c) Daimler shall consider the request of the government for representation of Daimler on the board of Anammco. This proposal would be presented to the management of the company for a final decision. d) The agreement between the FGN and Daimler which was signed in 1975 has not been terminated because it has already taken effect. The agreements that would be entered with the new partner shall be done in a transparent manner. After the adoption of the resolutions the meeting adjourned for lunch by 2.30
AS THE ANNUAL GENERAL MEETING OF ANAMMCO HOLDS ON 9TH FEBRUARY 2010
The public may have noticed from recent newspaper publications and
advertorials, the crises which has engulfed ANAMBRA MOTOR MANUFACTURING COMPANY LIMITED (ANAMMCO). As a member
of the Board of Directors of the company, I have after a careful consideration
decided to make this public statement. ANAMMCO is the product of a joint
venture between the FGN and DAIMLER AG of
In 2007, the FGN sold 24% of its shares to G.U. Okeke & Sons Limited whilst DAIMLER A.G. sold 40% of its shares to ATFREECAL Ltd a company in which I have shares and am a director. Currently the major shareholders of the company are ATFREECAL Ltd having 40.45%, G.U. Okeke & Sons Limited having 27.45%, the FGN through the BPE having 11% and several State Governments and few private investors who hold the remainder of the shares.
When I took over as Managing Director in 2006, ANAMMCO had recorded losses of N811 Million in 2005 and N578 Million in 2006. I turned this state of affairs around and in 2007 the company made a profit of N107 Million before tax and from draft audited accounts for 2008 made a profit before tax of N74 Million. In spite of this Chief G.U. Okeke has unleashed a reign of terror against me recycling complaints of fraudulent diversion of business against me and DAIMLER AG at the EFCC, the Special Fraud Unit of the Nigerian Police Force and at the State Security Service all of where I have been invited for interrogation. In August 2009 I was detained on the instigation of G.U. Okeke at the Special Fraud Unit of the Nigerian Police Force in Ikoyi at a time when an order restraining my further arrest was in force. I was locked up in the cell with common criminals and was detained till about 11pm when my embassy intervened and I was released.
I have written petitions regarding this act of lawlessness and bias on
the part of the police but no response has been received. In October 2009,
Okeke orchestrated a workers protested at which a coffin having my name written
on it was conspicuously displayed and videoed. This was a clear death threat. As a result and on account of the
loss of my only brother I left
Okeke has accused me of diverting the business of importation of fully built vehicles from ANAMMCO to Atfreecal Ltd a company in which I have interests.
The truth is that a business model was developed by DAIMLER AG in which Atfreecal Limited imported vehicles into Nigeria and gave them to ANAMMCO to sell. Atfreecal made a margin of 2-3% of the landing cost of the vehicles whilst ANAMMCO made between 15-25% margins. This is what has accounted for the profits ANAMMCO has witnessed in recent years.
This business model was again reaffirmed by DAIMLER AG at a meeting in Stuttgart on the 20th of October 2009 in presence of a powerful Nigerian delegation including the Nigerian Ambassador to Germany and the prospects of a development of the manufacturing activities of ANAMMCO with prominent companies like DAIMLER group, the FOTON group, MEILLER AG and PALFINGER AG outlined.
Okeke has procured interim police reports addressed to him and not copied to me which has falsely stated that I have been diverting the resources of ANAMMCO to Atfreecal.
Okeke’s allegations are self serving. He desperately wanted me to give him some of the shares of Atfreecal Ltd. I agreed on condition that he paid for the shares and that the deal was approved by DAIMLER A.G. DAIMLER A.G. gave conditions which Okeke could not meet and the transaction failed. As a result he has decided to run me out of the country and takeover the business using Police Force. I have attached to this publication the Team Agreement which Okeke prepared and we signed subject to approval of Daimler and payment by Okeke for 25% of the shares of Atfreecal which he now claims is a fraudulent conduit for transfer of ANAMMCO’s resources. Nath Okekeocha and Chief Okeke’s son also signed the agreement. The question shareholders going into the AGM must ask themselves and Okeke is this: IF ATREECAL as alleged by OKEKE is a fraudulent conduit by which I have been siphoning the funds of ANAMMCO, WHY DID OKEKE desperately want to become a shareholder in ATFREECAL?
Currently most expatriates have left ANAMMCO. Okeke is gradually pushing the company down the cliff of destruction and liquidation. ANAMMCO has not been able to purchase any CKDs and no production has taken place since October 2009 when I left and the other expatriates also left. Okeke is now selling the vehicles of Atfreecal Limited financed by two banks and diverting the money into a new U.B.A account where only he, his brother Samson Okeke and their accomplice NATH OKEKEOCHA are Group A signatories.
The shareholders of ANAMMCO are urged to take decisive action at the
forth coming Annual General Meeting which would prevent the collapse of the
company as a result of the activities of 1 out of 18 shareholders of the
company. As a way of saving the company, at a Board of Directors meeting held
in
I urge the shareholders of ANAMMCO to send a clear signal that they are committed to the survival of ANAMMCO by reversing the actions of Okeke which are inimical to the well being of ANAMMCO and to the thriving of foreign investments in Nigeria.
JACQUES GELIN
DIRECTOR ANAMMCO LIMITED
MINUTES OF MEETING BETWEEN THE BPE AND DAIMLER ON 20TH OCTOBER 2009 IN STUTTGART GERMANY
ATTENDANCE
BPE
1. Ambassador Abdulkadir Bin Rimdap - Nigerian Embassy Belin
2. Mr.Emmanuel Ijewere - Technical Committee Member and Head of Delegation
3. Mr. Alwell O Ibeh Director ( Industry and Services)
4. Mr. Ayodeji L Ayodele - Nigerian Embassy Berlin
5. Ibrahim Baba Gana - Deputy Director (Industry & services)
6. Joseph Ujomu- Ag Head of General Counsel
7. Bankole I Aloyande -Nigerian Embassy Berlin
DAIMLER
1. Peter Alexander- Daimler
2. Andreas Herrmann -Dimaler
3. Ayhan Gokdemier - Daimler
4. Claus Peter Willi- Diamler
5. Dr Wolfgang Bauder- Daimler
6. Silver Breitcgwrdt - Daimler
7. Ume Delius- Daimler
8. Ali Kabakulak -Daimler
9. Jacques Gelin
AGENDA
1. Introduction of Participants
2. Opening Remarks
3. The future of Anammco
4. Discussion
5. Resolutions
1. Introduction of Participants
The meeting commenced at 10. 30 am with the introduction of participants
2. Opening Remarks
After the general introductions and the exchange of compliments Mr. Peter Trettin the President and CEO of Daimler responsible for Central and Eastern Europe, Africa and Asia welcomed everybody to the meeting. The essence of the meeting is to discuss the current situation in Anammco and agree on the way forward.
The Nigerian Ambassador to Germany Ambassador Abdulkadir emphasized the importance of the meeting and drew attention to the 30 years agreement between Anammco and Daimler. He pointed out that we should work as a team to sustain the relationship. He assured the meeting that the responsibility of the Embassy is to make sure that foreign investment is attracted to Nigeria.
3. The Future of Anammco
The discussion was divided into two segments. In the first segment there was a presentation by Mr. Botman of the history of the establishment of Anammco which was traced to 1975. The relationship was consummated with the signing of the manufacturers and agency agreements in 1977. On the basis of these agreements different vehicles were assembled by Anammco. In the first few years before the economic crisis of the 80’s the cooperation between Anammco and Daimler was a success story.
Unfortunately due to the economic crisis and other variables vehicle assemblage became was no more attractive. After the FGN sold its shares in Anammco Daimler decided to also sell 40% of its equity to Atfreecal in 2007. This was followed with the renewal of all relevant contractual obligations between Daimler and Atfreecal for the supply of products to Anammco. A new license and trade mark agreement would be entered between Atfreecal and Daimler.
b) PRESENTATION BY MD OF ANAMMCO
He informed the meeting that he was employed by Daimler in 2006. This is the 5th Company he had managed since 1981. When he took over the management of Anammco it had been out of production for 8 month. A plan was proposed to Daimler on how to transform the company. Daimler supported the plan and transferred 40% of their shares to Atfreecal.
The current business model of Daimler globally is to operate through local partners. This relationship is depicted in the agreement that exist between Daimler and Atfreecal.
In terms of the financial status of Anammco since he took over the management of the company profits were recorded in 2007 and 2008. In 2009 due to the down turn of the economy the operations of the company has not been profitable. This is because the trading of activities of Anammco was not profitable compared to the manufacturing activities.
The strategy that Anammco had adopted is to concentrate on body building of trucks and buses. The objective of the company is to survive in the harsh economic environment because producing CKD vehicles is no more attractive due to poor fiscal regime.
The company has experienced an increase in the turnover of the company due to the large volume of body building activities. A request was made to the board of the need to increase the capital base of shareholders.
At present there are 500 people employed in the Enugu plant, 40 in Abuja, and 30 in Lagos. The Enugu plant is headed by a German who is the only remaining representative of Daimler.
The company has a contract from Nigerian Breweries to manufacture 50 truck bodies. They have also received CKD engines from Daimler. The current shareholding structure is as follows;
1) Atfreecal 40.45%
2) Okeke and Sons 27.45%
3) FGN 11%
4) Eastern states and some Nigerian citizens have the remaining 21.10%
According to the MD the major problem they are facing is with Mr. Okeke who as the chairman of the company has done everything to undermine the management of the company.
The Daimler group is not interested in any transaction with government without reference to Stuttgart. They prefer establishing strong links with the private sector as they have done with Atfreecal.
The business projections of the company from 2010 - 2012 are as follows
a) Anammco will assemble sprinter range vans and the forecast is to start with 50 Vans in 2011
b) The company will continue with its body building activities of trailers , tanks and tippers on Mercedes Benz and other vehicles
c) They are in discussion with Foton a Chinese manufacturer to assemble heir range of products at Anammco.
The business plan has been developed because it is very unlikely for the government to protect the automobile industry. Therefore the assembly plants must chart their own path for survival in order to be productive. This entails transforming Anammco from a vehicle assembly plant into an independent multi – brand manufacturer of a variety of products.
In terms of going forward the MD informed the meeting that Daimler would
1. Transfer the agency agreement to Atfreecal by 1 January 2010.
2. Anammco shall continue the assemblage of buses by securing CKD from Brazil.
3. Additional Investments would be made in machinery in order to improve on the body building capabilities of anammco.
4. Employment opportunities would be opened up and as of now an average plant worker earns about a N100, 000 a month.
5. Finally the training center would be maintained in collaboration with Daimler
DISCUSSION
The team leader thanks the MD of Anammco for the comprehensive report. He pointed out that the presence of the Nigerian Ambassador is an indication of the commitment of the FGN towards the company. Our discussion is centered on moving anammco forward.
The problem of Mr. Okeke is matters that shall be addressed when we return to Nigeria and therefore we are not here to discuss him or any other person for that matter. The fundamental issue is how we ensure that the agreement between Daimler and Anammco is not terminated. We proposed the following for the consideration of the meeting.
a) Daimler should consider acquiring 10% out of the shares of Atfreecal or
b) Consider buying the 11% of FGN shares in the company.
c) The company is not capitalized this should be done through a rights issue.
d) The termination notice should be suspended in view of the above proposals.
The Ambassador also pointed out that the official position of the Nigerian Government is to encourage private sector cooperation and if Daimler pulls out it shall send the wrong signals. Recently an investment and promotion agreement was signed between the FGN and Germany to protect private sector investment in each of the countries.
In response Mr. Peter Trettin stated that their activities in Africa has had mixed results. They have come to the conclusion that all their vehicle assembly operations in different countries has failed. The new business strategy is to have strong local partners from the private sector and work with them. This business model has empirically become more successful than relating with Governments. In Nigeria they are happy to work with the current Managing Director of Anammco who has revamped the business to their satisfaction
It is now their investment policy all over the world to work with local partners in the private sector and they are not interested in working with governments. They are willing to work with the MD of Anammco to transform the company.
After an extensive discussion the following issues summarized the consensus reached during the meeting
a) Since Daimler has a new business model of partnering with strong partners from the private sector rather than with sovereign Governments, the relationship established between Daimler and Atfreecal /Anammco shall be sustained. All vital agreements that would ensure the presence of Daimler would be consummated and the BPE would be given access to the agreements. This process shall be done in a transparent manner.
b) The BPE shall work with Daimler and the Managing Director of Anammco to ensure that the company is successfully run. The board of the company would be take proactive steps that would assist in the transformation of Anammco.
c) Daimler shall consider the request of the government for representation of Daimler on the board of Anammco. This proposal would be presented to the management of the company for a final decision.
d) The agreement between the FGN and Daimler which was signed in 1975 has not been terminated because it has already taken effect. The agreements that would be entered with the new partner shall be done in a transparent manner.
After the adoption of the resolutions the meeting adjourned for lunch by 2.30
