A MATERNITY healthcare charity established by Namibia’s Founding President, Sam Nujoma, claims it lost a N$100 million stake in a black empowerment firm.
The charity says this is because its shares were transferred without the trustees’ permission.
The legal dispute was triggered by the Ohlthaver and List (O&L) group of companies selling its stake in Namibia Breweries Limited (NBL) to Heineken in 2022.
Following this windfall, O&L offered to buy out black economic empowerment group Epia Investment Holdings’ 49% stake in O&L, leading to a N$450 million payout to Epia.
The Nujoma charity in question believed it held a 20% stake in Epia and thus expected around N$100 million from the deal.
The Indira Gandhi Health Centre Fund was started by Nujoma in the 1990s to provide free maternity healthcare services to women in the Omusati region.
Things, however, came to a head in 2023, when O&L parted ways with Epia. The separation saw Epia receive a settlement of about N$450 million.
The Indira Gandhi Health Centre Fund was now expecting its 20% stake in Epia to fetch N$100 million, but this did not happen.
Instead, the fund’s trustees received shocking news: The fund no longer had a stake in Epia.
Its stake was transferred to another entity, called Tuapandula Investments, in 2012 already.
The beneficial owners of Tuapandula, as far as The Issue could establish, are Tjeripo Hijarunguru, Nujoma’s long-time special assistant John Nauta, and the estate of late businessman Aaron Mushimba, who is also Nujoma’s brother-in-law.
Now a legal battle is brewing between former State House executive director Ndeutala Angolo on the one side and Nauta and Hijarunguru on the other.
Angolo, who represents the Indira Gandhi Health Centre Fund trustees, is demanding answers and threatening both criminal and civil action.
EPIA, THE GENESIS
Epia Investment Holdings was established in 2002 as a broad-based black economic empowerment vehicle. It was led by Mushimba with a conglomerate of four companies and the Indira Gandhi Health Centre Fund.
The four companies had a total of 25 beneficiaries, which included traditional authority leaders, businesspeople, politicians and a diplomat. Epia’s stake in O&L started at 5% and grew to 49% by 2010.
The company is composed of Tuakondjeni CC, Tuahala CC, Tuavaza CC, Tuapandula (Pty) Ltd and the Indira Gandhi Health Centre Trust Fund. Each entity owns 20% shares in Epia.
Epia also had other business interests in sectors mining.
To stave off competition from international companies in sectors like breweries and dairies, the O&L Group then went into a BEE transaction as a means of proving to be a wholly Namibian company.
The tradeoff, observers say, was the government giving O&L infant industry protection in sectors like breweries and dairy production.
Mushimba led the Epia establishment and its acquisition of shares in O&L and other major companies. Nauta and Hijarunguru assisted him in promoting Epia.
Tensions started simmering during 2023, after O&L concluded the sale of its 50.01% stake in Namibia Breweries to Heineken International. The stake was valued at about N$13 billion; this was not necessarily the transaction value.
As a result of the windfall, the O&L Group then decided to offer to buy Epia’s 49% stake in the group. Insiders told The Issue that Epia’s stake was worth at least N$1.5 billion, but after negotiations the empowerment group is believed to have received about N$450 million.
This would have translated to each of Epia’s five shareholders receiving approximately N$90 million or more. Due to the share transfer, Tuapandula Investments’ shareholding in Epia grew from 20% to 40%, giving them the lion’s lionshare of the proceeds, going beyond N$180 million.
The Issue understands that the beneficial owners of Tuapandula Investments, Nauta, Hijarunguru and Mushimba’s estate all scored more than N$70 million each.
Questions are also being asked about what happened to a US$4 million (roughly N$72 million), Epia made as proceeds from selling its 9% stake in a Rosh Pinah mine two months ago.
Hijarunguru, as Epia’s managing director, did not respond to questions about the Rosh Pinah transaction.
GIFTED
At the heart of the dispute is whether the 2012 share transfer, which saw the Indira Gandhi Health Centre’s 20% stake in Epia investment being shifted to Tuapandula Investments, was legitimate.
The Indira Gandhi trustees are adamant that the share transfer was done fraudulently.
As a result, both Nauta and Hijarunguru furnished The Issue with documentation they say proves their case and that Tuapandula was ‘gifted’ the shares legitimately.
The documents in question are Indira Gandhi board minutes dated 16 November 2012.
“Minutes of the members’ meeting held in Windhoek on this 16th day of November 2012 on a round robin basis.” Read the introduction.
It goes on to read that the company was granted 20 shares in Epia Investment Holdings for the purpose of supporting the Indira Gandhi Health Centre.
Since the health centre was transferred to the government, the objective of supporting the health centre has ceased. Therefore, its 20% stake in Epia was transferred to Tuapandula Investments at a par value of N$20.
The document listed Angolo, former minister of health Kalumbi Shangula, businessman John Kambwela, coastal fishing magnate Jose Luis Bastos, late Dr Naftal Hamata and businessman Israel Kalenga as the trustees.
The document also has a page which has signatures of Angolo, Hamata, Shangula and Kambwela, while Bastos’ looks like it has faded. On another page with a list of all the trustees, only Kalenga signed on that particular page.
The layout and presentation of the document have raised suspicions.
‘GREEDINESS’
Hijarunguru told The Issue last month that Indira Gandhi’s trustees signed the shares over. He also insisted that they should take the matter to their lawyers and open a case. “Tell them not to make fools of themselves,” he said.
Nauta insisted that Indira Gandhi surrendered its shares in Epia voluntarily after the health centre was transferred to the government because the government couldn’t own shares in private companies. He added that Angolo only approached Epia and Tuapandula directors, querying the shares after she learnt of the Namibia Breweries, Heineken billion-dollar transaction.
“Whoever is complaining about the share of Indira Gandhi is a matter of greediness, obviously,” said Nauta in his text message response.
However, Angolo maintains that Indira Gandhi made no such decision.
“I am not aware of any decision taken by the board of directors of the Indira Gandhi Health Centre Fund to divert the fund’s interest in Epia to anyone,” said Angolo via email.
She added that none of the people who served on the Indira Gandhi board at the time recall ever taking such a decision. “It would really make no sense to direct the shares because, as I indicated above, the fund was created to cater to a specific need, and that need still exists,” she insists.
The fund continues to pay the government user fees that the maternity patients were expected to pay, and the fund also pays for the infrastructure upkeep of the health centre.
The Issue was unable to get an explanation about why the shares were transferred to Tuapandula and not other Epia shareholders or the Sam Nujoma Foundation, which is also carrying out the late statesman’s charitable endeavours. Angolo also maintains that Indira Gandhi never received any dividends from Epia, even before the 2012 controversial share transfer.
INDIRA GANDHI
The Indira Gandhi Health Centre Fund was established in the 1990s after Nujoma was awarded the prestigious Indira Gandhi Prize for Peace, Disarmament and Development shortly after independence.
The prize was awarded in honour of the former Indian prime minister who was assassinated in 1984 and it came with a cash award of 2.5 million Indian Rupees. Nujoma used the prize money to set up the fund that would provide free maternity health care to mothers. The clinic was then built in the Onemanya area near Okahao.
Nujoma dedicated the clinic to all the mothers who participated in the liberation struggle and vowed that those who make use of the facility will not have to pay for its service.
A modern maternity clinic with the feel of a private hospital was then constructed. When construction was making slow progress, the then president declined an opportunity offered for him to personally acquire shareholding in the Olthaver and List Group of companies.
He decided the shares will better serve the Namibian people if they are granted to the Indira Gandhi Health Centre Fund. Those shares were then held through a 20% stake Indira Gandhi had in Epia Investment Holding.
Epia was to become a significant black economic empowerment player in Namibia, and it was spearheaded by the late Mushimba.
Around 2012, a decision was made to place the running of the clinic in the government’s hands. But this presented a problem; it would mean the maternity patients would have to pay the government’s set fee for service, even though minimal.
Nujoma allegedly insisted that the mothers should not pay a cent for such service.
The fund’s trustees then decided to pay the government for every patient being treated so that they don’t pay anything in line with Nujoma’s promise.
The fund also remained with the responsibility of maintaining and looking after the physical infrastructure of the facility.
