Africa Confidential, August 2024

NIGERIA | SIERRA LEONE
Freetown’s business school buys $4.5m hole in the bush
Sierra Leone University lost US$4.5m of public money to a Nigerian company after red flags were ignored and safeguards overridden. Then, they kept it secret

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Abandoned development site at Bureh Town. Pic: Josef Skrdlik

The University of Sierra Leone (USL) advanced US$4.5 million to a Nigerian property developer towards a $50m project to build a new campus for its business school in 2019. But nothing was built and the Nigerians won’t return the money, Africa Confidential can reveal. It’s a tale of excessive ambition, the pitfalls of Public-Private Partnerships (PPPs), and the risks of not doing due diligence on your contractors.

USL officials won’t tell us why they can’t get their money back or why they contracted with a company which had no track record of major developments and was linked to a dubious US stock market manipulator.

The project began amid fanfares at State House in Freetown six years ago, and was acclaimed by a unanimous vote in the country’s normally fractious parliament a year later, after it was approved by President Julius Maada Bio’s cabinet. But behind the scenes, civil servants worried about risks, many of which have since materialised. No public acknowledgement had been made about the losses until Africa Confidential asked detailed questions of the principals.

The story begins in 2017 when Femab Properties, of Lagos, Nigeria, won USL’s Institute of Public Administration and Management’s (IPAM) agreement to a $50m three-year project to house up to 1,000 students and 100 university staff at a new campus at Bureh Town, about 30 miles south of Freetown. Under the planned Public-Private Partnership Femab Properties would initially bear 75% of the cost and IPAM 25%. The government would provide a state guarantee for Femab’s investment, and the capital would be repaid out of tuition fees and rents from the new buildings over eight years.

Present at the contract-signing ceremony at State House on 2 August, 2018, were Femab’s Nigerian CEO, Abiodun Aguda, the Femab Director for Sierra Leone, Mayilla Deen-Turay, Sierra Leone’s Chief Minister, David Francis, and USL’s then Vice-Chancellor and Principal, ex-Brigadier-General Foday Sahr. Francis replied to most of our questions, telling us about the wide range of educational investments, of which Bureh Town was a small part, that he was proud to support as part of President Maada Bio’s programme to massively improve education after his election in April 2018 (AC Vol 59 No 19, Man in a hurry). The lead on the project, Francis said, was the Tertiary and Higher Education Department, which presented the plans for approval to government.

Red flags
Three weeks after the State House signing ceremony, Financial Secretary Sahr Jusu, the finance ministry’s most senior official, penned a note raising important doubts to Francis, the finance ministry, the Minister of Justice, the Secretary to the President and the Deputy Vice-Chancellor of IPAM, which Africa Confidential has seen but has not been revealed until now.

Jusu was concerned that the contract expected IPAM to provide its 25% of the funding ($12.5m) with no timetable for when Femab would produce its 75% ($37.5m). Jusu wrote, ‘It is worth noting that there is no provision in the agreement for the Developer [Femab Properties] to provide advanced payment guarantee to secure IPAM’s up-front payment.’ Jusu went on, ‘It is not impossible for the Developer to disappear after receiving the … advance payment.’ Also, he pointed out, work was not scheduled to begin until 90 days after Femab had received the advance, an abnormal and unexplained clause.

Other clauses were vague and the ‘business case’ section, Jusu wrote, was in type too small to read. The type of contract was unclear and there was no mention of the contractor’s expected return, which PPPs normally state. Jusu also questioned the repayment schedule. The contract committed IPAM to pay Femab, after a grace period of three years, $1.875m every quarter for five years until the entire $37.5m of Femab’s investment was paid off.

But our own rough calculations indicate that this was too ambitious. With around 10,000 students paying fees of around $200 a year each, only $2m was coming in every year, far short of the $7.4m promised in repayments alone. Adding 1,000 students to the roll would not make much difference.

The contract said the university ‘will provide the remaining 75 percent of the total approved costs upon completion of the project… or upon demand by the developer (whichever is earlier).’ This meant Femab could demand payment even if it hadn’t finished the project – a huge risk. Jusu said Femab needed to provide a timeline for the works, and other customary basic information. Jusu concluded, ‘If the issues raised above are cleared, we would have no objection to issue the financial guarantee.’ Yet none of these concerns were addressed.

Debt rules cause delay
Almost as soon as Jusu filed his memo, the project got into difficulties over the sovereign guarantee for Femab’s share of the investment. The Bank of Sierra Leone (BSL), the central bank, pointed out in a memo, which we have also seen, that a guarantee like the one in the contract would breach the terms of Sierra Leone’s Extended Credit Facility (ECF) with the IMF. The country wasn’t allowed to ring-fence $37.5m in scarce foreign exchange for any scheme, however worthwhile.

Despite this, the project’s champions forged ahead and in July 2019, Deputy Finance Minister Patricia Laverley secured Femab’s agreement to take the money in local currency instead of US dollars, according to their correspondence. It looks as though she imagined that if a US dollar guarantee was impossible, denominating the sovereign guarantee in leones would be fine.

That’s what she told parliament in her celebratory introduction of the agreement on 16 July just prior to the unanimous vote in favour. ‘We have identified all the possible risks of this investment and we have come up with appropriate mitigation measures to ensure that there is no default in the repayment of this Agreement,’ she said. But that was incorrect. Central bank and finance ministry officials warned – after the vote – that no matter what the currency, such a guarantee still ran foul of Freetown’s undertakings to the IMF.

With no state guarantee of the investment, the project was dead in the water but IPAM had already acted, even before the vote in parliament. Anxious to pay Femab the $5m to get work started at the Bureh Town site it took out a commercial loan from the United Bank for Africa, underwritten by the government, for $3.5m, and ordered it paid to Femab.

The move alarmed the Chief Risk Officer at the bank holding IPAM’s account, and he delayed the payment. ‘We have not seen any evidence of Femab Properties (Sierra Leone) Limited equity contribution in their account,’ he wrote, asking University Deputy Vice-Chancellor Samuel K. Nonie whether he still wanted to proceed. Nonie insisted on paying it, and later transferred to Femab an additional $1m from IPAM’s internal funds, making a total of $4.5m. Nonie explained to us that $4.5m was all that they could raise at the time, and Femab accepted the smaller sum, although they later wrote to IPAM asking for the remaining $500,000.

The Bureh Town campus site after five years after work stopped. Pic: Josef Skrdlik

Femab sent some bulldozers to the site to clear some of the bush and erect a wall, according to a video Africa Confidential found on YouTube. They claimed to have carried out soil sampling and other elementary site preparation, but ‘there was nothing visibly done on the ground’, one government auditor who investigated the use of IPAM’s money told us. After this, Femab never resumed the works, as far as we know – Femab has also refused to answer many questions – and the site has now been reclaimed by the jungle.

Africa Confidential asked Ms Laverley, who is now the African Development Bank’s country officer for Tanzania, why she had pushed the Bureh Town project so hard and claimed that it was secure when no state guarantee could in fact be given. She did not respond to our emails. Nor did the finance ministry in Freetown, to whom we put the same questions.

We want our money back
Eventually, on 9 March 2022, Vice-Chancellor Foday Sahr wrote to Femab saying that although the project was stalled by the failure to obtain the state guarantee, he still wanted an expenditure report for IPAM’s $4.5m. He went on, ‘The University is demanding an immediate refund of monies paid to Femab as part payment for the mobilisation to the IPAM site.’

Femab has refused to repay a single leone, as far as we are able to tell, and neither Femab nor IPAM will tell us what Femab’s response to Foday Sahr’s demand was. Miriam Conteh-Morgan, Nonie’s successor, denied IPAM was seeking reimbursement of the $4.5m, despite Foday Sahr’s letter. ‘The project is still on,’ she told us.

Francis, who later became foreign minister, and is now no longer in government, told us he consulted other officials on the project when replying to us. We asked Aiah Gbakima, who was the Tertiary and Higher Education minister when the plans went to cabinet, about the project but received no reply. Francis told us the project was now set to go ahead without the state guarantee once alternative funding was obtained. He said IPAM and Femab met in Lagos in July 2023 to decide this, but there are no details on how it is to be achieved.

Nor would anyone we contacted answer why Jusu’s concerns in his August 2018 memo were not addressed, let alone why the public and parliament were not informed. Neither did any official answer us as to why the red flags about Femab were ignored (see Box, Femab Properties’ chequered past).

 

Femab Properties’ chequered past We probe the often questionable history of IPAM’s Nigerian commercial partner and ask why multiple warning signs were ignored Chief among the questions now asked about the Bureh Town project is why the University of Sierra Leone’s Institute of Public Administration and Management (IPAM) got into bed with a Nigerian developer with no track record and dubious connections. Any search of the internet from 2017 onwards would reveal that Femab Properties was not only a small company, but that it was involved with a supposed private equity group called Milost Global. The United States’ company falsely claimed to be worth US$25 billion and early in 2018 was telling the world it had a $1bn cash pile for investing in Nigerian businesses. One of the lucky firms was Femab, which a press release said had signed up to access a $500 million investment facility from Milost. Femab CEO Abiodun Aguda was quoted, after paying fulsome tribute to Milost’s confidence in Nigeria, ‘The funds will immediately be deployed to the completion of the ongoing projects and also to set up IT sophisticated infrastructure in order to drive our real estate solution which we have decided to take to the academic environment to be delivering comfortable accommodation to students in tertiary institutions.’ The statement fits with Femab’s plans for IPAM in Sierra Leone. Other companies Milost was investing in were quoted on the Nigerian Stock Exchange, such as the dormant oil services concern Japaul, Resorts Savings and Loans, and others. Their stock rose, but soon crashed again, leaving retail investors high and dry. They had fallen victim to a classic ‘pump-and-dump’ operation in which companies’ prices are boosted by false information, and those behind it cash in before the price falls. It then emerged that all the adulatory press releases originated with a firm inside the Milost group. In the first quarter of 2018 Nigeria’s Business Day newspaper exposed the scam, earning a torrent of abuse from political backers of Milost in Lagos and threats of libel suits – none of which materialised. How much was lost was never quantified, but the Milost scheme attracted investigations by the Nigerian Stock Exchange and the Economic and Financial Crimes Commission (EFCC). But Femab continued to claim access to $500m in finance. In June 2018, the Milost press release factory claimed that one of its companies, Williamsville Sears, had bought Femab, which was planning to build 1,000 homes for Nigerian civil servants. In April 2019, the Sierra Leone government still believed them, long after their cover was blown. A key memo we have seen from Freetown’s Tertiary and Higher Education ministry penned in April 2019 stated, ‘The developer FEMAB (SL) is a subsidiary of Femab Properties Group in Nigeria, which has an international reputation; In 2017 it closed a $500m deal with the New York Giants Milost Inc. (USD 200m in equity and USD300m in debt)’. The Milost mirage, it turned out, was a vehicle of Brian Kistler, a New York-based ‘pump-and-dump’ specialist who had misled investors about cheap stocks in the US before coming to West Africa. In December 2022 the US Securities and Exchange Commission (SEC) charged Kistler with conducting a ‘deceptive scheme to take control of a dormant public shell company, revive it through a series of false and misleading statements, make the company and its shares appear more valuable than they were, including through market manipulation, and “flip” the company or its shares for a profit.’ The company was Williamsville Sears. Femab’s Aguda had boasted in a press release of an estimated annual income for the putative 1,000-home housing project of $40m a year. The SEC said all these statements were designed to ‘pump’ Williamsville Sears stock ahead of being ‘dumped’. In July this year, Kistler was banned by a New York court from holding any directorships or selling any stocks for five years, our research found. He agreed to be bound over not to violate the US Securities Act and had to pay around $50,000 in fines and disgorgement of profits. Vanishing web Other red flags adorn Femab’s record, such as the fact that none of the many subsidiaries listed on Femab’s website showed evidence of plans or completed projects. That website, which had been online for decades, disappeared from view on the day that Africa Confidential’s questionnaire landed in its directors’ in-boxes, only to re-appear three weeks later. Despite its vision, ‘To be a Household Name and a Dominant Force in the Real Estate Industry, with the view of attaining Global Excellence,’ Femab’s subsidiaries were empty shells. Hongyang Dredging and Seaport Construction, which claims to be involved in swamp reclamation and canal-building, is one. It has zero digital footprint outside the website and the Nigerian Corporate Registry, and no known planned or completed works. The same applies to Shelter First Associates and Crystal Blocks and Concretes Industries. The website further said Femab is known for its ‘magnificent’ residential property developments, particularly Diamond Estate in Sangotedo, Lagos State. But these have been the subject of persistent complaints from disappointed home-owners and grievances against Femab have been recorded since soon after its foundation in 2000. In July 2009, a Lagos court ordered Femab to complete a house pre-sold to one of the clients. Femab refused to comply with the order, leading to the initiation of committal to prison proceedings against Aguda in 2016. In November 2018, Diamond Estate residents sued Femab for refusing to provide most of the facilities they were promised when buying plots of land on the estate. Faustinus Brai, a resident who filed the case, told Africa Confidential that Femab still refuses to remedy the issues raised. The residents are forced to provide the missing infrastructure and services themselves. ‘Not much progress has been made with the lawsuit as Femab has been raising frivolous motions to delay the hearing,’ Brai said. After several approaches by phone and email, we spoke to Mayilla Deen-Turay but she did not provide any answers despite asking, and being given, more time to do so. We emailed other Femab directors and associates, including Aguda, and also received no reply.