Source: UAC Nigeria Plc

The Bet

In February 2018, UAC of Nigeria Plc raised ₦15 billion from shareholders through a rights issue at about ₦15.70 a share. One of the buyers was Themis Capital Management, a Lagos-based investment firm barely a year old. By the end of that year, it owned 232.3 million UAC shares, just over 8% of the company.  Themis kept buying as the shares fell, through a pandemic, two devaluations and a cost-of-living crisis, building a stake of 657 million shares, worth about ₦119 billion, or $89 million, today. Over 10x returns in naira or about 4.5 times in dollars, roughly 23% return per year. 

Meet Themis Capital

Themis Capital Management was founded in Lagos in 2017. By the end of that year it had already held 74.1 million UAC shares. There is no public record of any significant Themis investment outside UAC. The firm describes itself as "concentrating capital and talent on high-potential opportunities in Sub-Saharan Africa". My assumption is the strategy from day one was to pour private capital into a holding company vehicle on the stock exchange, which turns term-dated capital into a permanent capital vehicle. I.e its private investors could now hold UAC shares and offer liquidity whenever they needed it. 

Three people sit at its centre.

Folasope "Fola" Aiyesimoju is the founder and the operator. He graduated from University of Lagos adn is a CFA charterholder. He worked at ARM Investment Managers, the premier Asset Management Firm in Nigeria and Ocean and Oil Holdings, Standard Bank, then five years leading Stanbic’s M&A advisory business. There he worked on the €120 million sale of Fan Milk, a West African frozen dairy brand, to Danone and Abraaj in 2013. He then joined KKR to work on African private equity. And co-founded Foodpro, a nut-based snacks business. 

Khalifa Biobaku brought the public markets experience. For almost a decade he was co-managing partner of Blakeney Management in London, one of the oldest institutional investors in Africa and the Middle East, with more than $2 billion under management, after stints at Goldman Sachs, Morgan Stanley and Davidson Kempner. He also founded Dalio Property Development, which has held more than 5% of UAC in its own right.

Peter Mombaur brought the long-horizon model. A former McKinsey consultant who spent seven years in Nigeria, he ran Africa Holdings for E. Oppenheimer & Son, then became co-managing director of Tana Africa Capital, the evergreen investor set up in 2011 by the Oppenheimer family and Singapore's Temasek, with about $600 million raised and no fixed exit dates. He co-founded the African Leadership Academy in Johannesburg with Fred Swaniker and Chris Bradford, and now runs Terra Education in San Diego.

Together, the backgrounds explain why UAC became the target company. Aiyesimoju knew UAC's categories: UAC owned Supreme Ice Cream, a rival to the brand he helped sell. Biobaku knew how to price African listed equities. Mombaur had seen permanent capital at work.

The Takeover, 2018 to 2021

UAC was an odd prize. The United Africa Company grew out of 19th-century trading houses, spent decades inside Unilever and was Nigerianised after independence. By the 2010s it was a sprawling conglomerate: Gala sausage rolls sold in Lagos traffic, Supreme Ice Cream, Swan water, the iconic Mr Bigg's, Grand Cereals, Livestock Feeds, CAP paints, MDS Logistics and UPDC, a property developer.

The initial share purchase came through the February 2018 rights issue, which offered one new share for every two held and lifted UAC's share count from 1.92 billion to 2.88 billion. Themis took its stake from 74.1 million shares to 232.3 million. In March 2018, Aiyesimoju and Olufunke Ighodaro joined the board with Mombaur as their alternate.

At the same time, two trading vehicles of Blakeney, the London firm Biobaku co-ran, held another 385.2 million shares, or 13.4%. Together, the Themis and Blakeney positions came to about 21% of UAC.

Themis kept buying as prices fell. UAC's year-end share price fell from ₦9.75 in 2018 to ₦7.25 in 2020. Themis's holding rose to 279.4 million shares by April 2020 and 334.5 million by March 2021. By the end of 2024, Themis held 586.3 million shares and AM&P an affiliated company,  another 70.8 million, 22.5% of the company between them. Biobaku joined the board in March 2022 and became chairman in February 2025.

Aiyesimoju also holds 86 million shares directly, and Dalio Property, which Biobaku founded, holds 45.2 million. Counted together, the group around Themis controls about 27% of the company…

Testing Their Resolve

It was all smooth sailing. In 2019, almost immediately as the group began consolidating their stake, Aiyesimoju became Group Managing Director. Shortly after the Nigerian economy buckled.

In 2020, the lockdown wiped out much of April and May's sales, and input costs rose as dollars became scarce. Operating profit fell to ₦3.6 billion from ₦4.8 billion. UAC responded by selling off non-core assets. It sold control of MDS Logistics to its partner Imperial Logistics, keeping a minority stake, and began separating UPDC so its property assets could be distributed to shareholders through a REIT. The group still made a net profit of ₦4.3 billion.

In 2023, the naira was devalued. UAC had lost ₦4 billion in 2022. The operating businesses were squeezed, but the holding company had protected its capital before the shock arrived by acting more like a capital allocator than an operator.  It survived 2023 only because of a real estate sale and a ₦3.6 billion foreign exchange gain, since about 30% of the holding company's treasury portfolio was held in dollars. This distinction is key to the Themis Capital strategy: UACN is a vehicle for buying long-lasting African companies that will generate growing positive free cash flow well into the future. Their main job is to compound this capital; selling gala is just the means of doing this. 

The recovery followed. In 2024, revenue rose about 63% to roughly ₦198 billion and profit before tax more than doubled to about ₦26 billion, the best result in a decade. Part of that was inflation; UAC now also reports in dollars, showing trailing operating profit of about $16 million by mid-2025.

The company was stable, and growing. Now it was time to begin phase two. 

A Wonderful Business at a Fair Price

First, a history lesson. In 1962, Warren Buffett's partnership began buying Berkshire Hathaway, a struggling textile maker trading below its asset value. By 1965 it had control. When Buffett wound up the partnership in 1969, investors could take Berkshire shares directly. The listed shell became the vehicle for half a century of acquisitions and arguably the greatest investment firm in modern history. 

The Themis story rhymes. A newly formed investment firm put most of its capital into a single listed company trading below the value of its parts. Its founder took over management. The company sold or spun off what did not fit, built up cash, and then used its balance sheet to buy something larger.

The design wasn’t entirely by choice. African private equity funds, raised for seven to ten years, struggle to exit because local buyers are scarce, IPO markets are thin, and in reality the companies that are “private equity” size in Africa are often still in growth mode, meaning it takes longer to reach a mature state where sales will be attractive. However, owning a listed company changes that: investors who want liquidity can sell on the exchange, and those who want to stay can stay indefinitely.

Fola rarely names Buffett, but you can see the oracle of Omaha's influence in his actions, and even sometimes in his vocabulary. In October 2025, UAC completed its purchase of C.H.I. Limited, the maker of Chivita juice and Hollandia milk and yoghurt, for about ₦182.4 billion, most of which was financed with debt. At the time, CHI’s revenue was 2.5x bigger than UAC’s. At the presentation explaining the deal, the title slide called it "a wonderful business at a fair price", one of the popular maxims from Charlie Munger, Buffett’s long-term partner at Berkshire. He says that it is far better to buy a wonderful company at a fair price than a fair company at a wonderful price.

Fola framed the deal in terms of scale. "We sell almost 2.5 million units, and more than a million litres of product every single day," he said. "Those products reach consumers in Sokoto, they reach consumers in Enugu, and they reach consumers everywhere." CHI, he argued, added strong positions in large, growing categories to UAC's existing distribution.

UAC’s plan for CHI was simple. Through diligent cost cutting and running an efficient operation, UAC Foods had a net margin of 15%. CHI, although much bigger revenue-wise, had a gross profit of only 6%. The goal was to bring that up to 15%. If they could achieve this, it’ll unlock ₦45bn extra profits, which adds to cashflow to pay down the debt and eventually acquire another company. 

For a company that had spent five years shrinking its debt, it marked a shift: UAC was now borrowing to grow. The effect on the numbers was immediate. Full-year 2025 revenue reached ₦340.5 billion, 73% higher than 2024. In the first nine months of 2026, with CHI fully consolidated, revenue rose 228% to ₦523 billion, operating profit rose 344% to ₦60 billion and profit after tax rose 307% to ₦21.9 billion. 

The third quarter alone was thinner: profit before tax of only ₦3.25 billion. The gap between operating profit and pre-tax profit shows the cost of the acquisition debt.

Follow the Cash

In “The Outsiders”, William Thorndike's study of exceptional chief executives (and my favourite book about investing), reported profit was rarely the number that mattered. Cash generation was the most important thing. A company’s cash and cash generation enabled it to purchase cash-flowing assets and or pay down debt used to purchase these assets.  Tom Murphy's Capital Cities, which bought ABC in 1985 with heavy borrowing, was judged on cash: how much its businesses produced, and how fast it paid down debt.

UAC's purchase of CHI is built on the same logic. Of the ₦182.4 billion price, ₦30.8 billion came from UAC's own cash. The remaining ₦151.6 billion, about 83% of the total, was borrowed through a dollar-denominated bridge loan. Leveraged buyouts of this size are rare in Nigeria, where interest rates are high and long-term debt is scarce. A listed conglomerate doing one is rarer still.

The bet is that CHI's cash flow can carry the debt. So far it has. In the first nine months of 2026, UAC generated ₦113.2 billion in cash from operations, against ₦27.2 billion a year earlier, and ₦98.4 billion of free cash flow, helped by a ₦33.4 billion release of working capital.

Net debt stood at about ₦294 billion at the end of 2025, with long-term debt at 3.2 times EBITDA (earnings available for debt repayment). The company is paying this down quickly; as of Q3 2026, it is now ₦231 billion, down ₦62.8 billion since December 2025.

UAC is also selling non-core assets to fund the purchase. In September 2026, it agreed to sell its 73.29% stake in Livestock Feeds Plc to Sunbeth Treenuts and Sesame, and its remaining 43% stake in DP World Logistics, formerly MDS Logistics, to 22 Plus Invest, part of Tropical General Investments. Both deals await regulatory approval.

Sell what is cyclical or capital-heavy; keep what has brands and pricing power.

Scorecard and Forecast

At ₦181 a share and 2.93 billion shares in issue, UAC is valued at about ₦530 billion, or roughly $398 million. The 657 million shares held by Themis and AM&P are worth about ₦119 billion, or $89 million. Adding Aiyesimoju's direct shares and Dalio's stake, the wider group's 788 million shares are worth about ₦143 billion, or $107 million.

Three things will decide what comes next.

Debt. UAC now carries acquisition borrowing at Nigerian interest rates. The speed at which asset sales and CHI's cash flow bring that down will determine how soon it can buy again. At this rate, it’ll be entirely paid in 2-3 years. 

Integration. CHI is the largest business UAC has ever bought, and the thin third quarter shows how much rests on margins and working capital. How quic

The next deal. A Berkshire-style holding company is only as good as its next capital allocation decision. With Livestock Feeds and logistics on their way out, the group is narrowing towards packaged food, beverages and paints.

Eight years ago, a firm with no track record bought 8% of an unloved conglomerate. Today, its founders run a consumer goods group with more than ₦500 billion in nine-month revenue, and no deadline to sell.

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