#Food: Casper and Gambini’s Revisted

 Hellurr Foodies! 

Long time no post, I know. What have y’all been up to?

So I went to Casper and Gambinis with a friend. Check my post from Casper and Gambini’s in 2018. Yes, Caspers has moved to like the next building beside where it was before. But it is a bigger space and amazing decor.

 

The lights and decor remind me of the same at the Commission in Heathrow. We dined on yummy purple couches with lilac pillows and plum high chairs in view. We were given complimentary sides of breads and breadsticks with spreads.

I had Mexican cuisine while my friend had Italian.



I had Chicken Quesadillas with Chips and ketch up, Sour Cream, Guacamole and Tomato Salsa as sides. The meal was wonderfully presented. I was also really excited about the Guacamole because I had made some during the initial lockdown last year. Check out my Guacamole recipe here! The Quesadillas themselves were alright. Generally though, I think I prefer the quintessential wrap or burrito. I had the Berry Mix Cooler (N2400) for drinks, but it actually tasted like diluted chapman and I wish I had stuck to the mango smoothie I had the last time I was there. But it wasn’t available.



Im not really a fan of Italian food, so I’m not sure I’m the best judge of Italian cuisine (apart from pizza) or Casper’s version of Italian cuisine. My friend had the Penne Arrabiata with extra chicken with Homemade Pomodoro sauce (N4500). The sauce tasted a bit bland to me- like raw pepper- and my friend didn’t exactly care for it as well sha. The presentation also wasn’t as nice. She had the Pomegranate Mojito Cooler (N2400). To me, both drinks looked and tasted the same or similar.

It was still a great outing because we had a lot of laughs and fun. I feel like the lockdown has caused eating out to be more on the low down, but I am hoping to eat out more and that we all really get into the things we love.

When was the last time you ate out?

What cuisine did you have?

#Poetry: The Music She

Sometimes, I want to take music
In my arms
And give her a big hug.
Sometimes, I want to cradle her
In my arms,
Crying tears of joy.
Other times, I want to run to the bathroom
And do a happy dance with her
All by myself.
Oh, I wish I could dance.

but music says she doesn’t care.

#Poetry: ‘Lurking’

There’s a sadness that is lurking,
That I’m struggling to understand.
To fit the pieces before it is too late.
That we may say our goodbyes
With complete apprehension.
That we may lucidly make a date for heaven
Or that you could if God allows,
Visit me gloriously before rapture.
I wish I could see the clear picture now
And not in retrospect.

#Legal: Clauses to Protect Founders in Private Equity Deals

This post was inspired by the recent squabbles between Health Plus and Alter Semper Capital, with regard to the agreement to inject $18 million to expand the pharmaceutical branches of Health Plus Limited.

#RelatedPost: The Pharmaceutical Side of Life

In 2018, there was a 5 year investment agreement between Alta Semper Capital and Health Plus Ltd in order for the latter to expand its company operations with a pledge of $18 million. However,  only $10 million had been dispensed, with Alta Semper refusing to disburse the rest. Mrs Bukky George of Health Plus Ltd brought legal action against Alter Semper Capital. When legal action is brought, obviously it is no longer pleasant between the parties, so things like the attempted/alleged removal of the founder from the day to day running of the Health Plus Limited could easily have been anticipated, given the participating rights of Alter Semper Capital.    It is also  important to note that the issue of a hostile take over could never arise because take overs are only possible with public companies.

This present saga shows the importance of the negotiation and due diligence stages in private equity investment deals as well as  properly ascertaining whether you can count on the investor to operate in good faith at all times. Where one cannot count on this good faith, it would be better for a founder to hold out for an investor they are more comfortable with.

#RelatedPost: Due Diligence in Mergers and Acquisitions: Questions and Answers

Where a founder decides to proceed with an investor, there may be certain clauses that should be inserted in the investment agreement to ensure founders are protected. Yes, it may seem that a founder’s company’s expansion possiblilties are at the mercy of an investor’s funds, but founders need to have a clear head in order to recognise and prevent themselves from getting into situations where they are backed into a corner.

It is therefore important that certain clauses are inserted into their private equity investment agreements. We will look at some of them below:

1. ESCROW CLAUSE

You must also ensure that in your private equity agreement,  the private equity investor or partner must provide working capital and cash injections at specific dates , and where that fails, mediation/arbiration should kick in before litigation so as to preserve the atmosphere of the partnership. Now how can you do this? With an escrow clause.

The escrow clause could specify the particular payment systems to be used for the transfers and ensure the mandatory use of those escrow facilities (an escrow account) to ensure that every penny promised by the investor automatically comes in as and when due. This means that the investor’s funds would be held by the payment system in escrow, awaiting the disbursement date to the founder’s company.

2. INDEMNITY CLAUSE

Normally, indemnity clauses protect investors from misrepresentations made by founders. But an indemnity clause may be used in the reverse to protect founders from losses suffered where the investor fails to make the pledged cash and working capital injections. This will also make it easier where a founder chooses to take the litigation route.

It can be provided that should the investor fail to provide the equity injections, the founder is to be indemnified for any loss suffered by the business.

3. NO COMPETITION CLAUSE

A clause must be inserted into the agreement with both parties that the investor shall not directly or indirectly get into any agreement or business arrangement that competes with the investment project .

4. PARTNER PARTICIPATION RIGHTS

In order to determine this, the founder must ascertain their level of comfort they have with the prospective investor to determine whether the investor will have full, capped or non participation  rights. This will also apply to the voting rights. The investor must ensure that whatever special purpose vehicle is created to merge the interests of the parties does not disfavour the founder in terms of percentage vis a vis control.

The percentage of equity the investor could be capped in a way that can have with the company, as well as provide for the percentages to begin to shift in favour of the founder even within the duration of the investment. That is, as the investor is being repaid, their shares are gradually being bought out.

Ensure that no clause gives the investor unnecessary control over decision making in the company, so much so that it could grind the company’s operations to a halt.

It would be better for the situation where the founder has voting control, that is more than 50% if it is only one investor coming in or more than 30% if there are 2 investors.

Another solution ould also be a good idea to publicly list the company, so the founder is not at the mercy of one or a few investors. It is however critical that you get a legal adviser when deciding the financing options for your company when you want to expand.

5. PRO-RATA RIGHTS

Where the founder has no choice but to start with the only investor they have gotten, the pro-rata rights clause could be inserted into the investment agreement to provide an option (the right, but not an obligation) for initial investors to invest in future rounds in order to maintain their ownership, which would be diluted otherwise. This means that the founder’s company or going concern will be open to subsequent rounds of investment injections by otherprospective investors.

5. NON ASSIGNMENT

Ensure that no party may  transfer or assign any of their shares/stock without the knowledge and consent of the other party until the investment period is over.

6. REPRESENTATIONS AND WARRANTIES

Ensure that the focus is not only on the founder to give warranties. The investors should also give representations and warranties as to the contributions he or she will make to the business being bought into and the time frame for that.

CONCLUSION

Now with all said and done, the investor might still have the upper hand as he may not be willing to sign such an agreement, leaving you at their mercy. In such cases, other financing options such as crowdfunding and listing on a local or international stock exchange might be worth considering.

Get your 7 Point Checklist for carrying out Due Diligence for Venture Capital Investment

To get a deeper knowledge or ask further questions, book a free consultation session here

References:

1. Marsha L., 17 Term Sheet Clauses to Know During Deal Negotiation, https://www.cose.org/Mind%20Your%20Business/Money/17%20Term%20Sheet%20Clauses%20to%20Know%20During%20Deal%20Negotiation.aspx

2.nairametrics.comhttps://nairametrics.com/2020/09/29/bukky-george-owns-48-9-of-healthplus-holdings-healthplus/

3. A. Mcknight, The Law of International Finance

4. P. Wood, Law and Practice of International Finance

#Fashion: Favourite Looks from London Fashion Week Spring Summer 2021

#HellurrFashionistas

International fashion weeks are not dead. No siree. Despite covid, fashion is still thriving. London Fashion Week was amazing as always, in its virtual runways and fashion films, the inspiration, cuts and designs. For me, these collections tell me there’s no excuse not to stay fabulous this season.  This post highlights a few of my faves from London Fashion Week Spring Summer 2021. 

VICTORIA BECKHAM

Victoria Beckham’s Spring 2021 collection consisted of both physical and virtual productions, with the physical at North London’s Victoria Miro art gallery. There were well tailored pieces with monochrome colour schemes, two piece tunics and dresses with singed waists. I liked the extra long and super flared high waisted pants, blazers and iconic gold jewelry. The collection also featured denim styled exquistely in smart casual looks. There was also this really cool leather print trenchcoat that I liked. This collection was fab. 

Colour palette: butters, creams, tan, blacks, browns, greens

London Fashion Week SS2021

  London Fashion Week SS2021

 

London Fashion Week SS2021

APRIL & ALEX BY DIDI AKINYELURE

I  utterly loved the virtual collection tagged “Audax” by April & Alex. It is bold, sleek and spunky, filled with crop tops and puffy sleeves and fancy pockets and a fitness vibe. There are also outfits made with pieces of leather. It is definitely a sophisticated collection for the modern woman.

Colour palette: pinks, blacks, greys, blue, maroon, white.

Fabrics: leather, silks, cotton.

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

VIVIENNE WESTWOOD

I liked a few pieces from the punky Vivienne Westwood collection. The black and white blazer gives me so much life!!! The collection video featured clips of demonstrations in support of legal efforts to thrawt the extradition of Wiki Leaks founder, Julian Assange to the United States.

London Fashion Week SS2021

London Fashion Week SS2021

 

DURO OLOWU

Duro Olowu’s collection was splendid. Funny enough, this collection is remniscent of the afro coolness of the Lijadu sisters, and this model reminds me of Lauryn Hill actually, rocking edgy platform shoes. The collection is a mix of ankara and  flowery patterns and some tafetta pieces. It had multipatterned silk skirts singed at waist. Mostly, it was inspired by the artiste Emma Amos. In its own way, this collection challenges racism, sexism and social inequality. 

Colour Palette: multicoloured patterns of greens and browns

Fabrics: silks, ankara

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

London Fashion Week SS2021

TEMPERLY LONDON

Guys, I think this was my best collection. I thoroughly enjoyed its boho chic vibe. There was a super sultry fashion film with boho and mexican inspired outfits-beautiful dresses, waistcoats, and fancy suits. I especially loved the denim jumpsuit. I thought this collection emphasised ease and comfort for the svelte, and I loved it.

 

Which wàs your favourite collection?

References

Vogue.com

Londonfashionweek.com

Harpers Bazaar

 

Index:

 

For Duro Olowu

Photography: Luis Monteiro

Makeup: Maria Papadopoulou

Model: Neema Kayitesi

 

#Fashion: Favourite Pieces from the Tubo ‘Victoria 2020’ Collection

#HellurrFashionistas!

It’s been a while.

How is life navigating through this covid season? I’ll tell you for free that life will never be the same. Lol. Every industry has been shaken, including fashion. But it is quite amazing to see designers still churning out awesome pieces.

I present the Victoria Collection by Nigerian Designer, Tubo. Tubo is a brand that I have admired for a while with its excellent stitching and innovative expressions of different Nigerian traditional apparel for women. The fabrics chosen by Tubo are rich and are embroidered with different kinds of stones. It really does make the woman super classy.

This collection features one armed dresses, elaborate bows and tails, and an infusion of traditional Nigerian wear with the sophistication of western tailoring.

Colour Palette: black, creams, mustard, peach, rose

I love this shimmery mustard tube dress that fits quite snugly on the model. It has with an underlying leotard and an elaborate and equally shimmery greenish bow behind.

This dress reminds me of the Rivers state traditional outfit. The tube part of the dress has a sweetheart neckline with a beautiful bow. There is also a layered cream fabric serving as the second wrapper. This outfit brings an added sophistication to the quintessential traditional Rivers style., coupled with its head gear.

.

This class black evening dress is perfect, with pleats and bow detail as well as its elaborate tail.

I love this femal

I love this female tuxedo with lace details and a hat for good measure.

This one armed pink dress with the elaborate bow is quite classy. I would have preferred a less grand slit but the lace detail pairing the dress to the bow add more pizzazz to the dress.

Check out more from this collection at tubo.com.ng

Creative Direction: Tubo

Photography: Emmanuel Oyeleke

Funny Bits from ‘Americanah’ by Chimamanda Ngozi Adichie


Hellurr Book Lovers,

How’s it going?

What have you guys been reading lately?

I feel like any book from Chimamanda Ngozi Adichie is always an excellent read. I have read Americanah a couple of times, and to me that book is a stress reliever. It’s just hilarious. There were so many funny Nigerian bits, I could not even cope.

This book chronicles the Nigerian immigrant experience and how different races see and address the subject of race, and those nuances are really funny. I remember the analogy that Shonda Rhimes gave about the movie, ‘The Devil Wears Prada’-that movie is really about how hard it is to find an assistant. Yeah, it is clothed with a lot of fashion nuances, but the whole assistant struggle and all are what that movie is really about.

In the same vein, the plot of Americanah really just provides an avenue for the narration of the Nigerian immigrant experience, and a vivid description of the peoples of the world.

Sometimes, when I feel tired, I go back to reread some of the funny bits of Americanah. This is where I will give you a heads up if you do not like spoilers. You should probably pause here and decide if you actually want to go any further. If you are okay with that, here are some funny bits:

1. When Ifemelu’s Dad was fired for refusing to call his boss ‘Mummy’

‘He was fired for refusing to call his new boss Mummy. He came home earlier than usual, wracked with utter disbelief, his termination letter in his hand, complaining about the absurdity of a grown man calling a grown woman Mummy because she had decoded it was the best way to show her respect’…Then she (Ifemelu’s mum) added irritably, “If you have to call somebody Mummy to get your salary, you should have done so!”… And Ifemelu knew that, if given another chance, he would call his boss Mummy.’

In Nigeria, we have this culture of calling older people Aunty or Uncle. But being asked to call someone ‘Mummy’ or lose your job just takes the cake.

2. Ifemelu making Sandwiches for Dike

‘…she fried two in a little oil as she was used to doing with Satis sausages. Dike looked in horror….”Can I have a peanut butter and jelly sandwich instead?” Dike asked. She followed his instructions for the sandwich, cutting off the bread crusts, layering on the peanut butter first, stifling her laughter at how closely he watched her, as though she just might decide to fry the sandwich’.

There’s this culture people of the west feel like Africans can’t really do much, like operate a tv remote or use the elevator, so it is always hilarious to see them watch you, even if they do not say anything.

3. Aunty Uju and Dike at a Departmental Store

‘ “Dike, put it back,” Aunty Uju said, with the nasal, sliding accent she put on when she spoke to white Americans, in the presence of white Americans. Pooh-reet-back. And with the accent emerged a new persona, apologetic and self-abasing. She was overeager with the cashier. “Sorry, sorry,” she said as she fumbled to get her debit card from her wallet. Because the cashier was watching, Aunty Uju let Dike keep the cereal but in the car she grabbed his left ear and twisted it, yanked it.’

Whenever I think of this scene, I just imagine children of immigrant Nigerian parents doing funny video clips, mimicking all manner of things. Lol.

4.Ifemelu forgets her fake name

‘Can i see your ID? the woman asked, and then, glancing at the licence, added, “How do you pronounce your name again?”

“Ifemelu.”

“What?”

Ifemelu almost choked, “Ngozi. You hum the N.”

Check out my review of Oyinkan Braithwaite’s ‘My Sister, The Serial Killer’ here

5. Cleotide Crying dramatically as Obinze is arrested

‘A policeman clamped handcuffs around his wrists. He felt himself watching the scene from far away…Cleotide had flung herself on the ground and begun to cry. She might never have visited her father’s country, but he was convinced at that moment of her Africanness; how else would she be able to fling herself to the ground with that perfect dramatic flourish?’

I thought this was funny because it is common knowledge that African women are dramatic, but seeing that drama from someone you do not think is authentically African puts some more humour into it.

6. Obinze and his cellmate

‘…His cellmate…another Nigerian, told him that he was not going to allow himself to be deported. He had a hardened, fleshless face. “I will take off my shirt and my shoes when they try to board me. I will week asylum,” he told Obinze. “If you take off your shirt and your shoes, they will not board you.” He repeated this often, like a mantra…he sank to his knees in the middle of their tiny cell, hands raisee up to the heavens and prayed. ‘Father Lord, I praise your name! Nothing is too much for you! I bless your name!”

I thought this was so hilarious, I read the passage out to my mum. I mean, what is funnier than asking God to bless your super weird plans? LOL.

There are so many other funny bits, about 20 or so, but I don’t want to spoil the fun. I think these few are enough to whet your appetite if you have not read Americanah.

I think there is going to be a mini series based on Americanah, and reproducing these bits would add a lot of colour and nostalgia to it. I mean, I don’t want no mini series that does not capture Aunty Uju screaming at Dike to ‘pooh-reet-down!’

 

Would you like to read more books this year? I have some great tips here

#Food: Pan Seared Mutton and Pork Chili Sauce, with Sticky Rice

How to make chili sauce

BACKGROUND

Don’t you just love it when regular foods are
spiced up in amazing ways? The quintessential white rice served all over the world, including Nigeria is definitely brought to another degree of awesomeness when it is made as sticky rice.

How to make chili sauce

Chili sauce is a staple, which when served with a variety of meats with different layers of fats and oils flavouring brings a super twist to an age old recipe? I present to you Pan Seared Mutton and Pork Chili Sauce, with Sticky Rice!

INGREDIENTS

For the chili sauce

Garlic

How to make chili sauce

Onions

How to make chili sauce

Red bell peppers

How to make chili sauce

Scotch bonnets

Groundnut oil

Sweet tomato sauce

How to make chili sauce

Pork

How to make chili sauce

Mutton

Mutton broth

How to make chili sauce

Garam masala, parsley, oregano

How to make chili sauce

METHOD

1. Cut your pork  and mutton into sizeable pieces and season with garam masala, oregano , parsley and salt.

2. Dice garlic and onion and rub unto the meats.

3. Put a tiny splash of groundnut oil in a pan and sear the meats until they are cooked.

How to make chili sauce

4. Roughly blend the scotch bonnets and red bell peppers

How to make chili sauce

5. Oil another pot and pour the peppers in and let them fry

6. Add the mutton stock, checking with the degree of heat from the peppers.

7. In order to make the sticky rice, you have to…

Get the full recipe here

#Fashion: ‘Farabale’ Ready to Wear Collection by Matopeda Studio

    Hey Fashionistas,

Summer is rounding off, but hey, it’s always summer over here. And with covid, I wonder how many people bought new summer apparel- because, nobody going anywhere and whatnot. But if other things were equal  what would you have purchased?

Matopeda Studio launched the Farabale Collection, with exquisite playsuits and jumpsuits, satin as well as adire sets. Another bright and shiny shindig to make us forget covid for a bit.

I really like Matopeda designs because they enhance the female form and they have a luxury quality that is popping. Plus, it is also not so mainstream for a Nigerian collection to do linen. The Farabale Collection is really cool, featuring wrap chocolatey playsuits, button down pecan butter jumpsuits, moderately dramatic sleeves and great tailoring. I like the play upon the words ‘send me nudes by Matopeda’, using nude colours in a clean and fun way. This shows that anything at all can be interpreted in a positive light.

This collection also honours the black movement in such an exquisite and glorious way, highlighting the innate beauty of the black woman. Check out this collection and tell me what you think.

Colour Palette: Linens-chocolate, butter pecan, caramel

Silks: greens, browns

Adire: hues of the rainbow colours Where to order summer clothes in lagos nigeria     Where to order summer clothes in lagos nigeria   Where to order summer clothes in lagos nigeriaWhere to order summer clothes in lagos nigeria  

Where to order summer clothes in lagos nigeria

Where to order summer clothes in lagos nigeria Where to order summer clothes in lagos nigeria  

Index Models: Beth Models, Few Models

Hair: Zubby Definition

Make Up: Kass Concept

Styling: The Style Infidel

Photo Credits: Adebayo Photographer    

#Fashion: Check out Zimmerman Resort 2021 Collection

‏#HellurrFashionistas!

Been a hot minute since we talked fashion on the blog. The fashion industry took a bit of a hit with Covid, with everyone of the players pondering and rethinking the way fashion shows are run. A couple of designers resorted to digital runway shows. Check out Christie Brown’s latest collection here.

Also, the Hanifa label did a super amazing digital collection, and this reminded me of a challenge from America’s Next To Model (the season where Mckey won [season 11]) where the models had to pull of the challenge of blending with the background, allowing for only the clothes to do the strutting.

Zimmerman’s resort collection took the more traditonal route of shooting in Australia in a nursery styled house, with steam effects and plant elements. This collection tagged ‘Lovestruck’, is according to L’Officiel Arabia an ode to romance. It features a splash of floral print summer dresses in shades of pastel, with frills, flounces and ripples. The prints take inspiration from street art, spanish ceramic patterns. The collection features sailor and wrap dresses,  a cream pinstripe suit, playsuits and other yummy summer dresses. The collection also features shoes, bags and rafia belts.

Zimmerman in my mind shares a kin spirit with Oscar De La Renta, and they both do amazing resort collections.  Everyone of these pieces is just sunshine; the frills, ripples and pastel palette give me a lot of hope for life and enjoyment after covid. 

MEDIA

The media for this collection consists of playful still shots, as well as videos of the models shashaying in over 30 pieces, with background music.

Colour palette: pastels, creams, baby pink, army green tinges.

FAVOURITE PIECE

Zimmerman Resort Collection 2021

This cream pin striped suit oozes cool, with ruffles at the neckline and sleeves.

 

Zimmerman Resort Collection 2021

Zimmerman Resort Collection 2021

Zimmerman Resort Collection 2021

Zimmerman Resort Collection 2021

Zimmerman Resort Collection 2021

 

This 2021 collection will be available in stores in November 2020. 

 

Index

Creative Director- Nicky Zimmerman

Phototographer – Charles Denington

Make up – Linda Jefferys Make Up

 

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