Cappa and D'Alberto Plc: RC 768, Its Shareholders and What the Public Record Shows

Nigeria's construction sector has few companies old enough to have built the buildings that now define its skyline, and fewer still that publish the paperwork proving who owns them. Cappa and D'Alberto Plc is both. The company is registered under RC number 768, incorporated on 29 April 1950, and its last publicly posted annual report shows that most of its equity sits with two foreign holding companies, with the Lagos State Government's investment arm and a pan-African bank holding the rest.

That is the answer to the question people most often ask about the firm. The longer answer is that the public record is unusually detailed for the period up to 2018 and thin after it.

What the registry and the accounts actually say

The company's own Annual Report and Accounts for 2018, published on its website, gives the registered name as Cappa and D'Alberto Plc, the registration number as RC 768, the incorporation date as 29 April 1950, and the registered office as 72 Campbell Street, Lagos. The tax identification number is listed as 01061723-0001. An RC number in the three digits is itself a marker of age. Nigeria's Corporate Affairs Commission now issues numbers in the seven figures, so a buyer or client checking RC 768 against the CAC register is checking one of the oldest surviving company files in the country.

The business predates that incorporation. Published accounts of the firm's history date its founding to 1932, under Pietro Cappa and Virginio D'Alberto, with the limited company formalised eighteen years later. Both dates are correct and they describe different things, which matters when a company's marketing cites one and its filings cite the other.

Who owns Cappa and D'Alberto

The 2018 report sets out the shareholding as at 31 March 2018:

- Construction and Engineering A.G., 32.14 per cent

- International Building Investment A.G., 25.75 per cent

- Ibile Holdings Limited, 18.56 per cent

- Ecobank Transnational Incorporated, 10.00 per cent

- Nigerians and associations, 13.55 per cent

Two things stand out. The first is that roughly 58 per cent of the company sat with the two A.G. entities, a corporate form used in German-speaking jurisdictions, which places effective control outside Nigeria. The second is Ibile Holdings Limited, which describes itself as the investment company of the Lagos State Government. A state government holding a direct minority stake in a private contractor that bids for work in that state is a fact worth knowing and is disclosed in the company's own accounts rather than having to be inferred.

The report also names a board of ten: Franco Gianotti as chairman, Giovanni Mello Grand as managing director, Cav. Enrico Calvino and Gian P. Salgarella as executive directors, and Bruno G. Cappa, Levi U. Ikenyi, Engr. (Chief) Abayomi Kiyomi, Chief Ademola R. Seriki, Engr. Adetokunbo Coker and Abdul-Rafiu B. Adewale as directors, the last appointed on 19 July 2018. Marina Nominees Limited is named as company secretary and Goldwyns as auditors. Seven Nigerian banks are listed as principal bankers. The stated principal activity is building and civil engineering contracting, with two wholly owned subsidiaries in real estate investment and management.

The delisting, and the dispute that followed it

Cappa and D'Alberto was once a quoted company. Shareholders passed a resolution for voluntary delisting at an extraordinary general meeting on 24 March 2009, and the shares last traded on the Nigerian Stock Exchange on 15 March 2009. A Proshare article dated 8 March 2013 reported that the stock had been trading a little above 100 naira when the delisting was approved and had fallen to 90.72 naira before trading stopped.

That article also carried criticism from Sunny Nwosu, then national coordinator of the Independent Shareholders Association of Nigeria, who said dissenting shareholders entitled to be bought out had not been paid while the company continued to hold annual general meetings and pay dividends as an unlisted entity. That is a position stated by a named shareholder representative in a dated publication, and it is reported here as such. Anyone weighing it should read the piece in full and seek the company's own account, which the article does not include.

Delisting matters for a practical reason beyond the dispute. A listed company files continuously and publicly. An unlisted one does not have to, and the disclosure trail for Cappa and D'Alberto is correspondingly shorter after 2009.

The delivery record

For a contractor, the record is the buildings. Published histories of the firm credit it with the Holy Cross Cathedral and the Hausa Mosque in Lagos in the 1930s, Kingsway Stores, the Bristol Hotel and Western House before independence, and Cocoa House in Ibadan. After independence the list includes Tafawa Balewa Square, the National Stadium at Surulere, the Dunlop factory at Ikeja, Arewa Textiles in Kaduna, worker housing at Kainji Dam and the NEPA building on the Marina. More recent work includes Civic Centre Towers, Mobil House, Zenon House and the Wings complex on Victoria Island.

One recent appointment is documented with figures. The Guardian reported on 14 August 2017 that Grenadines Homes, part of Palton Morgan Holdings, had selected Cappa and D'Alberto as contractor for Atlantic Resort on Water Corporation Drive, off Ligali Ayorinde Street, Victoria Island, a project put at 40 billion naira. Adeyinka Adesope, managing director of Grenadines Homes, was quoted saying the firm was confident the contractor would deliver on time and to specification. Femi Banwo, chairman of Palton Morgan Holdings, was quoted on the development itself. Bektu's own profile of Propertymart and Palton Morgan's ownership and delivery record covers the client side of that relationship.

Note what this record is and is not. It establishes that Cappa and D'Alberto has been appointed to large, named, locatable projects by clients willing to be quoted. It does not establish on-time completion for any particular one, because contract award and handover are different events and the award announcement is the only document in the public domain for most of them.

The gap a buyer or client should close

The company's website at capdal.com is where the 2018 report sits, and that file is still reachable. The site's main page, by contrast, returned no readable content when checked for this article. That is an observation about a website, not a conclusion about a business, and the two should not be confused. Plenty of long-established firms let a web presence lapse while trading normally.

What it does mean is that the most recent set of accounts a member of the public can reach on the company's own domain is now several years old, and the shareholding figures above carry a date of 31 March 2018. Stakes change. The right move for anyone contracting with the firm or buying into a development it is building is to order a current CAC search against RC 768 to confirm the present directors and share structure, ask for the most recent audited accounts directly, and request the specific subsidiary or entity name that will appear on the contract, since the 2018 report confirms two wholly owned subsidiaries operate in real estate investment and management. Platforms such as Bektu exist to keep developer delivery histories in one place, but a current registry search is still the document that settles ownership.

The company page for Cappa and D'Alberto Plc carries its contact and location details. For comparison, Bektu's profiles of Abraham Ibrahim Limited and its RC 964903 filings and of Cityscape International Limited's receivership and court record show what the same registry checks turn up for younger Nigerian companies.