1
SEC QUARTELY
PUBLICATION
3RD
QUARTER,
2012 2
TABLE OF CONTENT
S/N DEPARTMENTS
02 PRIMARY AND SECONDARY MARKETS
15 MONITORING AND INVESTIGATION (MI)
28 SECURITIES AND INVESTMENTS SERVICES (SIS)
39 FINANCIAL STANDARD AND CORPORATE GOVERNANCE (FS&CG)
41 COLLECTIVE INVESTMENT SCHEMES (CIS)
51 LEGAL
61 ENFORCEMENT AND COMPLIANCE (E&C)
62 REGISTRATION AND RECOGNISED INVESTMENT EXCHANGES (RRIE)
ACTIVITIES OF ZONAL OFFICES
68 IBADAN
70 KADUNA
71 KANO
73 ONITSHA
79 PORT HARCOURT
81 LAGOS
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PRIMARY AND SECONDARY MARKET
NEW ISSUES
Just like the two preceeding quarters, the new issues floated in the third quarter of 2012 were dominantly Federal Government of Nigeria (FGN) bonds. Out of it, ten (10) new issues were recorded in the quarter, eight (8) were FGN bonds, accounting for about 96% (N210 billion) of the total value of issues which stood at N219.12 billion. The two other issues floated were equities valued at N9.12 billion.
TABLE 1: SUMMARY OF NEW ISSUES IN THE THIRD QUARTER OF 2012 Mode of Offer No. of Issues Value of Shares(N’ m)
Rights 1 5,523.09
Special Placement 1 3,600.00
Total Equities 2 9,123.09
Corporate Bond 0 0.00
Sub-national Bond 0 0.00
FGN Bonds 8 210,000.00
Total Debt 8 210,000.00
Overall 10 219,123.09
Source: SEC, DMO
The trend in new issues so far in 2012 showed investor preference for FGN bonds due to favorable returns placed on the bonds. This had however made bond issuance very expensive to other issuers (State Governments and Companies) that had to benchmark against FGN bonds in addition to interest rate and inflation to attract investors. Twelve (12) months after it was increased by the Monetary Policy Committee (MPC), the Monetary Policy Rate (MPR) remained at 12% as at end of third quarter 2012 while the inflation rate was still double digit.
There were expectations that the market might witness new issues in the last quarter of the year, considering a few equity and fixed income applications being processed by the Commission. In the reviewed quarter, the Commission approved shelf bond programs for two state governments, Gombe State (N30 billion) and Rivers State (N250 billion).
Find a summary of the two (2) equities issued in third quarter including issuers statements on utilization of proceeds below:
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Aso Savings & Loans Plc
The mortgage institution floated a rights offer of 11.04 billion ordinary shares of 50k each at N0.50 per share, amounting to N5.52 billion. The proceeds, after deduction of the cost of issuance, would be applied in the following proportion;
o Electronic banking and upgrade of banking software – 6.0% o Information technology infrastructure and branch software upgrade – 6.0% o Branch expansion – 18.0% o Working capital – 20.0% o Mortgage/Real Estate construction – 50.0%
JAIZ Bank Plc
The bank made a special placement involving 3.60 billion ordinary shares of 50k each at N1.00 per share worth N3.60billion to enable it finance the following after deducting the cost of offer;
o Branch expansion (opening of 15 branches in the North) – 46.35% o Information technology enhancement (ICT infrastructure for new branches and upgrade for the bank) – 13.65% o Working capital support – 40.00%
TABLE 2: EQUITY NEW ISSUES IN THE THIRD QUARTER OF 2012 Opening Issue Offer Issuer Type Price Volume Value(N) Date
Aso Savings & Loans Plc Rights 0.50 11,046,189,224 5,523,094,612.00 17/09/12
JAIZ Bank Plc Placement 1.00 3,600,000,000 3,600,000,000.00 28/09/12
Total 14,646,189,224 9,123,094,612.00
Source: SEC Table 3 below gives the details of the eight (8) FGN bonds auctioned by the DMO in the third quarter of 2012, three (3) each were issued in July and August, and two (2) in September. The issues, which were extensions of earlier issued bonds, were all oversubscribed. The total subscriptions on the bonds stood at N452.68 billion, indicating an excess of N242.68 billion (115.56%) over the required amount of N210 billion.
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Table 3: AUCTION SUMMARY OF FGN BOND FOR THE THIRDQUARTER OF 2012 Level Amount Marginal Tenor Amount of Subs Amount Allotted Rate Auctioned Subscribed Date Maturity (Yrs) (N’Bn) (% ) (N’Bn) (N’Bn) (%) Auctioned
April 27, 2017 (4th Issue) 5 25.00 164.12 41.03 25.00 15.10 18/07/12
June 29, 2019 (2nd Issue) 7 25.00 111.20 27.80 25.00 16.00 18/07/12
January 27, 2022 (7th Issue) 10 25.00 207.08 51.77 25.00 16.39 18/07/12
April 27, 2017 (5th Issue) 5 25.00 176.44 44.11 25.00 15.10 15/08/12
June 29, 2019 (3rd Issue) 7 25.00 283.88 70.97 25.00 16.00 15/08/12
January 27, 2022 (8th Issue) 10 25.00 536.12 134.03 25.00 16.39 15/08/12
April 27, 2017 (6th Issue) 5 30.00 121.33 36.40 30.00 15.10 19/09/12
June 29, 2019 (4th Issue) 7 30.00 155.23 46.57 30.00 16.00 19/09/12
Total 210.00 452.68 210.00
Source: Compiled from DMO Reports
REGISTRATION OF OTHER SECURITIES
Bonus Issues: The Commission registered six (6) bonus issues, involving over 6.61 billion shares with nominal value of N4.30 billion in the third quarter of 2012. The breakdown of the bonus issues is shown on Table 4 below.
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Table 4: REGISTERED BONUS ISSUES IN THE THIRD QUARTER OF 2012 Nominal Value Date Bonus Company Volume (Unit) (Naira) Registered Ratio
Dangote Cement Plc 1,549,137,036 774,568,518.00 16/07/12 1 for 10
United Bank for Africa Plc 646,693,873 323,346,936.50 18/07/12 1 for 50
First City Monument Bank Plc 2,483,617,573 1,241,808,786.50 23/07/12 3 for 20
Nigeria Aviation Handling Co. Plc 246,093,750 123,046,875.00 13/07/12 1 for 5
Unity Bank Plc 3,495,153,610 1,747,576,805.00 14/08/12 1 for 10
R. T. Briscoe (Nig) Plc 196,058,949 98,029,474.50 18/09/12 1 for 5
8,616,754,791 4,308,377,395.50
Source: SEC
ALLOTMENT CLEARANCE
The Commission cleared only one (1) allotment proposal in the quarter under review. This involved a rights offer issued by Niger Insurance Plc in February 2012. As shown on Table 5 below, the rights offer was 74.82% subscribed.
Table 5: ALLOTMENT CLEARED IN THE THIRD QUARTER OF 2012 Offer Price Level Volume of of Amount Approval Issuer (N) Securities Value (N) Subs. capitalized Date
Rights:
Niger Insurance Plc 0.50 2,677,079,286 1,338,539,643.00 74.82% 1,001,440,448.50 06/07/12
Source: SEC
SECONDARY MARKET
Consolidating on the gains recorded in the second quarter, there were indications that prices of equities on the floor of the Nigerian Stock Exchange (NSE) appreciated generally in the third quarter. While the overall price indicator, All-Share Index (ASI), gained 4.59% in the second quarter, it recorded significant appreciation of 20.43% in the third quarter. However, the volume and value of transaction were lower in third quarter when compared with the figures in the second quarter.
Details of activities and trend of market indices are as follows:
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TRADING ACTIVITIES ON THE NIGERIAN STOCK EXCHANGE
In the quarter under review, a little over 21.88 billion units of securities worth N157.85 billion exchanged hands in 262,288 deals. These represents declines of 17.40% and 8.39% in volume and value of securities traded respectively when compared with about 26.49 billion securities valued at N172.23 billion traded in the second quarter.
Transaction during the quarter included 750 units of FGN bonds traded for about N0.552 million, 10,000 units of corporate bonds worth N0.946 million and 70,672 units of NewGold ETF sold for N181.79 million. Comparative summary of trading statistics in the second and third quarter of 2012 is given on Table 6 below.
Table 6: COMPARATIVE SUMMARY OF TRADING STATISTICS IN THE SECOND & THIRD QUARTERS OF 2012 SECOND QUARTER 2012 THIRD QUARTER 2012
SECURI Volume Volume TIES Deals (Unit) Value (Naira) Deals (Unit) Value (Naira)
Governme nt Bond 2 260 233,075.00 15 750 551,632.50
Corporate Bonds/Pr ef. Shares 0 0 0.00 1 10,000 946,410.00
Exchange Traded Fund (ETF)- Gold 91 78,469 95,241,615.50 140 70,672 181,790,503.00
238,04 26,491,589,8 172,226,078,574. 262,13 21,884,747,6 157,663,438,385 Equities 3 67 69 2 28 .36
238,13 26,491,668, 172,321,553,26 262,2 21,884,829, 157,846,726,9 TOTAL 6 596 5.19 88 050 30.86
Source: Compiled from reports supplied by The NSE
Transactions by Sectors: With the volume and value of about 17.16 billion and N107.75 billion, the Financial Services sector controlled 78.42% and 68.26% of the quarter’s total volume and value of transaction respectively. The next active sector behind Financial Services was Consumer Goods sector (ASeM and Main Board), which accounted for 5.14% and 20.50% of the total value of transaction for the quarter.
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As shown on Table 7 below, the most significant transaction behind that of Consumer Goods, in terms of volume, was the 0.885 billion ordinary shares recorded for Healthcare sector and in terms of value, N6.57 billion of Industrial Goods sector.
TABLE 7: TRADING STATISTICS BY SECTOR FOR THE THIRD QUARTER OF 2012 Value of Volume of No. of Securities Securities Traded Segment/Sector Deals (units) (Naira)
ASeM
CONSTRUCTION/REAL ESTATE 20 1,207,800 1,610,960.00
CONSUMER GOODS 6 506,100 490,917.00
HEALTHCARE 0 0 0.00
INDUSTRIAL GOODS 10 17,120 26,536.00
NATURAL RESOURCES 0 0 0.00
OIL AND GAS 18 1,060,690 530,445.00
SERVICES 2 11,500 10,675.00
Sub-total 56 2,803,210 2,669,533.00
Main Board
AGRICULTURE 3,540 149,229,312 1,437,915,265.94
CONGLOMERATES 8,643 803,568,861 1,657,208,295.16
CONSTRUCTION/REAL ESTATE 2,132 53,202,099 736,798,912.66
CONSUMER GOODS 48,521 1,124,508,591 32,360,992,519.52
FINANCIAL SERVICES 151,299 17,161,254,127 107,745,823,364.25
HEALTHCARE 4,335 885,074,796 1,675,852,303.27
ICT 1,197 197,096,751 277,891,903.64
INDUSTRIAL GOODS 15,456 568,010,878 6,570,239,573.84
NATURAL RESOURCES 164 25,592,062 15,904,878.79
OIL AND GAS 17,319 499,791,279 3,993,129,168.20
SERVICES 9,470 414,615,662 1,189,012,667.09
Sub-total 262,076 21,881,944,418 157,660,768,852.36 9
EXCHANGE TRADED FUNDS 140 70,672 181,790,503.00
CORPORATE BONDS 1 10,000 946,410.00
FGN BOND 15 750 551,632.50
Overall 262,288 21,884,829,050 157,846,726,930.86
Source: Compiled from reports supplied by The NSE
Top Twenty (20) Equity Transactions by Volume: As shown on Table 8 below, the top 20 equity transactions by volume of shares accounted for 77.52% of the total units of shares traded in the quarter. The balance (22.48%) of the shares traded was with respect to One Hundred and Fifty Two (152) other equities on the trading list in the third quarter.
Like in the preceding quarter when it accounted for 16.88% of total shares traded, Union Bank Nigeria (UBN) Plc again topped the table of the most active equity with a little over 2.39 billion of its shares traded in 5,009 deals. The banks’ units of shares traded in the third quarter represents 10.92% of the total volume of shares traded. Behind UBN Plc were six (6) other banks with over a billion shares traded.
TABLE 8: TOP 20 EQUITY TRANSACTIONS BY VOLUME IN THE THIRD QUARTER OF 2012 No. of S/N Equity Deals Volume (units) % of Total
1 Union Bank Nig.Plc. 5,009 2,390,113,752 10.92
2 Zenith Bank Plc 16,866 1,874,916,484 8.57
3 First Bank Of Nig. Plc 33,064 1,466,412,362 6.70
4 U B A Plc 15,205 1,304,408,318 5.96
5 Guaranty Trust Bank Plc. 23,266 1,027,794,419 4.70
6 Diamond Bank Plc 7,090 1,024,410,411 4.68
7 Fidelity Bank Plc 6,180 1,000,428,175 4.57
8 Access Bank Plc. 13,412 830,634,174 3.80
9 Cornerstone Insurance Company Plc. 273 795,695,356 3.64
Transnational Corporation Of Nigeria 10 Plc 5,394 758,063,529 3.46
11 Sterling Bank Plc. 3,939 754,481,338 3.45
12 First City Monument Bank Plc. 4,750 684,520,344 3.13 10
13 Skye Bank Plc 4,639 564,728,383 2.58
14 Union Diagnostic & Clinical Services Plc 30 505,749,025 2.31
15 Aiico Insurance Plc. 1,499 505,269,615 2.31
16 Law Union And Rock Ins. Plc. 201 327,438,996 1.50
Nigerian Bags Manufacturing Company 17 Plc 5,906 296,575,281 1.36
18 Sovereign Trust Insurance Plc 58 295,147,634 1.35
19 Unic Insurance Plc. 33 290,283,487 1.33
20 Continental Reinsurance Plc 895 268,223,495 1.23
Top 20 total 147,709 16,965,294,578 77.52
Other 152 equities 114,423 4,919,453,050 22.48
Overall 262,132 21,884,747,628 100.00
MARKET CAPITALIZATION
The third quarter ended with 259 securities and total Market Capitalization of N13.841 trillion as against 260 securities and N12.398 trillion in the preceding quarter. Hence, the total Market Capitalization increased significantly by N1.443 trillion (11.64%) in the third quarter compared to the gain of 3.58% in the second quarter.
A look at the component of the total Market Capitalization showed that equity Market Capitalization gained about 20% in the quarter to close at N8.286 trillion, debt capitalization stood at N5.554 trillion (a little over 1% higher than the figure in second quarter) while market value of the Exchange Traded Fund (ETF) ended at N1.079 billion (about 8% gain over its level in the preceding quarter). Table 9 below gives a sectoral breakdown of Market Capitalization including number of listed securities as at September 2012.
TABLE 9: SECTORAL MARKET CAPITALIZATION AS AT SEPTEMBER 28, 2012 Listed Market Capitalization % of Total Sector Companies/ Market (Naira) ASeM: Securities Capitalization Construction/Real Estate 1 66,600,000.00 0.0005 Consumer Goods 2 225,828,774.95 0.0016 Healthcare 1 12,449,425.00 0.0001 Industrial Goods 1 203,758,557.50 0.0015 Natural Resources 1 3,325,000.00 0.00002 Oil And Gas 4 3,000,617,717.54 0.0217 Services 2 559,262,811.04 0.004 11
Sub-Total 12 4,071,842,286.03 0.0294 Main Board: Agriculture 5 36,195,303,612.98 0.2615 Conglomerates 6 106,954,143,392.94 0.7727 Construction/Real Estate 10 120,591,807,900.82 0.8712 Consumer Goods 27 2,586,698,729,030.54 18.6881 Financial Services 57 2,750,086,776,726.58 19.8685 Healthcare 10 46,448,952,511.38 0.3356 ICT 12 61,903,294,959.98 0.4472 Industrial Goods 27 2,354,239,104,989.69 17.0087 Natural Resources 6 7,839,694,122.75 0.0566 Oil & Gas 10 156,509,519,687.91 1.1307 Services 20 54,813,046,835.01 0.396 Sub-Total 190 8,282,280,373,770.58 59.8369 Total Equities 202 8,286,352,216,056.61 59.8663 ETFs 1 1,079,200,000.00 0.0078 Debt Securities Corporate Bonds/Debentures 18 1,394,433,626,857.00 10.0744 Government Bonds—Federal 25 3,818,553,859,000.00 27.5879 Government Bonds—State& Local 13 341,000,000,000.00 2.4636 Total Debt Market 56 5,553,987,485,857.00 40.1259 Capitalization Overall 259 13,841,418,901,913.60 100.0000 Source: Compiled from The NSE reports
Top Twenty (20) Companies by Market Capitalization: Of the top Twenty (20) companies by Market Capitalization, only Mobil Oil Nigeria Plc which occupied the 20th position in the second quarter was displaced on the table in the third quarter. Consequently, Cadbury Nigeria Plc emerged, occupying the 17th position as shown on Table 10 below.The first Eight (8) companies and equities on the 18th and 19th positions retained their respective positions while other switched positions.
The market values of these companies in the reviewed quarter appreciated with the exception of two (2) companies, that is, PZ Cussons Nigeria Plc and FCMB Plc, with marginal declines of 0.78% and 0.93% respectively. Hence, the cumulative Market Capitalization for these top 20 companies stood at about N7.116 trillion, about 22% higher than the N5.826 trillion recorded in the second quarter. As shown on Table 7 below, these companies controlled about 86% of equity Market Capitalization, leaving the balance of 14% to 182 other equities.
Table 10: TOP TWENTY (20) COMPANIES BYMARKET CAPITALIZATION AS AT SEPTEMBER28, 2012 % of Equity
Market Market Capitalization S/N Equity (Naira) Capitalization
1 Dangote Cement Plc 2,095,982,410,692.00 25.29 12
2 Nigerian Brew. Plc. 1,036,090,507,184.00 12.50
3 Guaranty Trust Bank Plc. 563,607,082,177.90 6.80
4 Zenith Bank Plc 511,762,848,711.80 6.18
5 First Bank Of Nig. Plc 484,586,452,716.30 5.85
6 Nestle Nigeria Plc. 459,740,625,580.00 5.55
7 Guinness Nig Plc 383,480,634,940.00 4.63
8 Access Bank Plc. 197,296,727,748.98 2.38
9 Lafarge Wapco Plc. 168,089,600,224.00 2.03
10 Unilever Nigeria Plc. 159,314,605,087.50 1.92
11 U B A Plc 148,416,244,047.00 1.79
12 Flour Mills Nig. Plc. 143,985,690,682.96 1.74
13 Ecobank Transnational Incorporated 141,930,812,008.72 1.71
14 Stanbic IBTC Bank Plc 135,000,000,000.00 1.63
15 Union Bank Nig.Plc. 127,187,906,597.21 1.53
16 P Z Cussons Nigeria Plc. 100,453,069,238.50 1.21
17 Cadbury Nigeria Plc. 74,944,056,432.00 0.90
18 U A C N Plc. 64,028,812,920.00 0.77
19 Dangote Sugar Refinery Plc 59,880,000,000.00 0.72
20 First City Monument Bank Plc. 59,877,987,302.40 0.72
Top 20 Market Capitalization 7,115,656,074,291.27 85.87
Other 182 Equities 1,170,696,141,765.34 14.13
Equity Market Capitalization 8,286,352,216,056.61 100.00
Source: Compiled from reports supplied by The NSE
THE ALL-SHARE INDEX (ASI)
The All Share Index (ASI), which gained 4.59% in the second quarter of 2012, recorded an appreciation of 20.43% in the third quarter to close at 26,011.64 points from 21,599.57 points. This was a significant improvement when compared with the third quarter 2011 performance, which was a decline of 18.44% (the index closed September 2011 at 20,373.00 points); an indication that the indicators had appreciated by 27.68% over the last 12 months.
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Table 11 below captured the starting, high, low, and end points of the index between July and September 2012. The Year-To-Date (YTD) figures suggest that the market performed better in September, closing with 25.47%YTD from 14.57% YTD in August. On monthly basis, the ASI appreciated by 6.77%, 2.99% and 9.52% in July, August and September respectively. Hence, the index was at its lowest point the first trading day of the quarter.
TABLE 11: NSE ALL-SHARE INDEX MOVEMENT (JULY – SEPTEMBER, 2012) Date Index (Points) YTD% Remark
29/06/12 21,599.57 4.19 Ending of Q2, 2012
1st day of the month/Lowest point in the 02/07/12 21,571.67 4.06 month/Quarter
23/07/12 23,381.05 12.79 Peak point of the month
31/07/12 23,061.38 11.24 End of Month
01/08/12 23,329.34 12.54 1st day of the month
16/08/12 23,066.74 11.27 Lowest point of the month
31/08/12 23,750.82 14.57 Peak point/End of Month
03/09/12 23,864.05 15.11 1st day/ Lowest point in the Month
28/09/12 26,011.64 25.47 End of Month/Quarter/Peak of Quarter
Source: Compiled from The NSE reports
As shown on the chart below, both ASI and Equity Market Capitalization rose steadily in the first two weeks of July and remained volatile between middle of July and middle of August and thereafter maintained a steady upward growth till the end of the quarter.
All-Share Index and Equity Market Capitalization (July – September, 2012)
8,300 26,000
25,500 8,100
25,000 7,900 24,500 7,700 24,000
23,500 7,500
Index Points 23,000 7,300 22,500 Billion Naira 7,100 22,000
21,500 6,900 Jul 2 6 12 19 25 Aug 1 7 13 17 24 29 Sep 3 7 13 19 25 28
Equity Market Capitalization All Share Index
Note: Equity Market capitalization for main board only 14
PRICE PERCENTAGE GAINERS AND LOSERS
Following the removal of Ecobank Nigeria Plc from the official list, the number of listed equities decreased to 202 in the third quarter from 203 in the second quarter. A review of the price level of the equities in the third quarter showed that there were Fifty Eight (58) gainers, Forty Seven (47) losers and Ninety Seven (97) static prices. These showed an improvement over the position in the preceding quarter when the market recorded Thirty Six (36) gainers, Fifty Seven (57) losers and One Hundred and Nine (109) static prices.
Gainers: Table 9 below captured the top 10 percentage price gainers in the quarter. Share price of the top gainer, International Breweries Plc, appreciated by 117.06% to close the quarter at N12.98 per share from N5.98 per share in the second quarter. This was followed by DN Meyer Plc and Union Bank Nigeria Plc with price appreciations of over 100%.
A review of the gainers list showed that the Forty Eight (48) other gainers not captured on Table 12 below, had price appreciations ranging from 0.33% to 59.88%.
TABLE 12: TOP TEN (10) PERCENTAGE PRICE GAINERS IN THIRDQUARTER OF 2012 Price on Price on Absolut 29/06/12 28/09/12 e Gain
S/N Equity (Naira) (Naira) (Naira) (%)Gain
1 International Breweries Plc. 5.98 12.98 7.00 117.06
2 DN Meyer Plc. 0.52 1.06 0.54 103.85
3 Union Bank Nig. Plc. 3.73 7.51 3.78 101.34
4 Smart Products Nigeria Plc 0.84 1.48 0.64 76.19
5 Evans Medical Plc. 0.67 1.15 0.48 71.64
6 Cutix Plc. 1.33 2.21 0.88 66.17
7 Livestock Feeds Plc. 0.99 1.61 0.62 62.63
8 Ashaka Cement Plc 9.30 15.10 5.80 62.37
9 A.G. Leventis Nigeria Plc. 0.82 1.33 0.51 62.20
10 Diamond Bank Plc 2.15 3.45 1.30 60.47
Source: Compiled from The NSE Reports
Losers: The three topmost price losers in the third quarter were Arbico Plc (57.90%), Morison Industries Plc (29.77%) and Wapic Insurance Plc (27.38). Avon Crowncaps & Containers Plc and Oando Plc which were among the top three losers in the second quarter emerged on Table 13 below again in the third quarter at the fourth and tenth positions with price declines of 25.62% and 13.69% respectively. Share prices of the two companies declined by 40.20% and 38.94% respectively in the second quarter. 15
A review of the range of decline for the Thirty Seven (37) other price decliners in the quarter showed that they fell between 0.33% and 13.47%.
TABLE 13: TOP TEN (10) PERCENTAGE PRICE LOSERS IN THIRD QUARTER OF 2012 Price on Price on Absolute 29/06/12 28/09/12 Loss Loss
S/N Equity (Naira) (Naira) (Naira) (%)
1 Arbico Plc. 23.47 9.88 13.59 57.90
2 Morison Industries Plc. 7.39 5.19 2.20 29.77
3 Wapic Insurance Plc 0.84 0.61 0.23 27.38
4 Avon Crowncaps& Containers Plc. 2.81 2.09 0.72 25.62
5 Eterna Plc. 3.00 2.42 0.58 19.33
6 Cement Co. Of North.Nig. Plc 5.90 4.90 1.00 16.95
7 IPWA Plc 0.83 0.70 0.13 15.66
8 Japaul Oil & Maritime Services Plc 0.69 0.59 0.10 14.49
9 Beta Glass Co Plc. 11.10 9.53 1.57 14.14
10 OandoPlc 13.44 11.60 1.84 13.69
Source: Compiled fromThe NSE Reports
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MONITORING AND INVESTIGATION
The data contained in this report are derived from review of Quarterly Returns submitted by Capital Market Operators (CMOs) during the reviewed period.
Accordingly, about 70% of the returns were received within the one month grace period preceding the quarter as provided for in SEC Rule 170 (1), while about 30% constitute either late or non-submissions filed two months beyond the end of the reporting quarter. These however impedes timely production of reports upon review of these returns
A : MONITORING DIVISION
Prudential Supervision Unit
OFF-SITE INSPECTION
Ø Quarterly Submissions and Analysis of Second Quarter 2012 Returns A total of Five Hundred and Thirty (530) returns (covering all functions) were submitted by various Capital Market Operators as at July 31, 2012. It showed an increase of 2.83% from the first quarterly submission of Five Hundred and Fifteen (515).
Find below the breakdown of the quarterly returns submitted by registered functions. The returns are currently being analyzed.
Table 1: Report on Submission Of Statutory Returns according to registered functions
Function 2nd Qtr. Total 1st Qtr. Total Number of Number of Returns Returns
Broker/Dealer 216 228
Portfolio Managers 90 88
Investment Advisers 52 29
Issuing Houses 74 60
Registrars 24 21
Utilization 19 7
Underwriters 19 12 17
Trustees 26 20
Rating Agencies 3 3
Receiving Banks 1 -
Custodian Agency 2 -
Audit Accounts - 121
Total No. of Submission 530 515
Ø Broker/ Dealer Operations The unit as at the time of preparing this report received and extracted data on 228 broker/dealer returns for the second quarter 2012 compared to higher than the 227 returns analyzed for second quarter 2011. Find a year on year comparism of key indicators for Broker/Dealer operations in Table 2 below.
Table 2 S/N Indicators 2ND Quarter 2ND Quarter 2011 Year On 2012 Year ₦’bn. Change ₦’bn.
1 Shareholders’ Fund 74,733,358,957.00 90,679,809,671.00 -17.59%
2 Indebtedness to Banks 53,413,316,284.00 101,827,773,353.00 -47.55%
3 Investment in Quoted 65,603,337,839.00 214,864,296,292.00 -69.47% Securities
4 Loans to Capital Market 15,159,029,460.00 31,911,139,069.00 -52.50% Clients
5 Level of Profitability/Loss (1,107,363,100.00) (3,345,186,961.00) -66.90%
Shareholders funds: the funds declined by 17.59% compared to the 2nd quarter 2011 result. This was as a result of the persistent negative profitability trend over time (which would impact on the companies’ Reserves).
Exposure to Banks: had reduced remarkably and this indicates a considerable improvement market’s leverage and liquidity. If this trend can be maintained, more improvement is expected.
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Investment in quoted Securities: the decline observed in this may not be unconnected with portfolio re-distribution by firms to take advantage of the high yield in fixed income and money market (treasury bills).
Loans to Clients: the reduction observed in the firm’s credit exposure which showed an improvement in the risk management framework of the companies that is in line with the Commission’s focus of the market.
Profitability: though still in negative, this had considerably reduced compared to the 2nd quarter 2011 result. This could be attributable with the reduced operational cost of debt servicing arising from the large off-set of bank loans.
Ø Fund/Portfolio Management Operations. For the 2nd quarter 2012, a total of ninety (90) registered Funds/Portfolio Managers filed returns on their activities with the Commission. A review of these returns indicates Forty-Nine (49) active Operators, Forty-One (41) inactive and an aggregate shareholders’ fund of approximately N586bn a decline by (1.7%) compared to 1st quarter 2012.
A year on year comparism of key indicators is as shown in below: Qtr. 1 Qtr.2 Qtr. 2 Year on Year Change S/ Indices 2012 2012 2011 N
N bn. N bn. N bn. %
1 Aggregate Shareholders’ 596.4 585.9 586.3 0.06 fund
2 Total Funds Under 224.6 251 220 14.1 Management
3 Investment in Quoted 137.9 157 154 1.95 Equities
4 Investment in Other 78.9 87 59 47.46 Markets
5 Un-Invested Funds 7.8 8 7 14.29
6 No of Returns filed 88 90 85 5.9
*Not all 88 firms that filed returns for their 1st quarter 2012 activities submitted returns for 2nd quarter 2012.
19
600
500
400 Qtr. 1 2012 300 Qtr.2 2012
200 Qtr. 2 2011 100
0 Shareholders’ fund Funds Under Mgt. Invst in Quoted Equities Invst in Other Mkts Un-Invested Funds
Twelve (12) firms were observed to have fallen short of the minimum required capital to perform Fund/Portfolio Management function as prescribe by the Commission, out of which Nine (9) were in a negative position. Necessary steps were taken by the Commission to address these issues.
Ø Trustees Twenty-Six (26) registered Trustees filed returns with the Commission for their 2nd quarter 2012 activities, out of which Nine (9) were active in the market and Seventeen (17) inactive.
A review of these returns revealed that fourteen (14) state government bonds and five (5) corporate bonds, with an issue size of N368.00bn and N89.89bn respectively, were presently running. The total Net worth (Shareholders’ funds) of Trustees stood at N46.8bn.
Four (4) firms were observed not to have met the required minimum share capital to carry out trusteeship function as specified by the Commission. The Commission is taking necessary measures in ensuring that investor’s funds in these firms were adequately safeguarded.
A summary of the above is shown below: S/ ISSUER ISSUE AMT COUPON ISSUE MATURITY DATE N (N’Bn) DATE
STATE GOVERNMENT BONDS
1 Bayelsa State 50.00 13.75% 2010 2017
2 Benue State 13.00 14.00% 2011 2016
3 Delta State 50.00 14.00% 2011 2018
4 Ebonyi State 16.50 13.50% 2010 2015
5 Ekiti State 20.00 14.5% 2011 2018 20
6 Edo State 25.00 14.00% 2010 2017
7 Imo State 18.50 12.50% 2009 2016
8 Kaduna State 8.50 12.50% 2010 2015
9 Kwara State 17.00 14.00% 2009 2014
10 Lagos State (1) 50.00 13.00% 2009 2014
11 Lagos State (2) 57.50 10.00% 2010 2017
12 Niger State 6.00 14.00% 2009 2014
13 Niger State 9.00 14.00% 2011 2018
14 Ondo State 27.00 14.00% 2011 2018
368.00
CORPORATE BONDS
1 UPDC 15.00 10.00% 2010 2015
2 Lafarge Wapco 11.88 11.50% 2011 2014
3 Dana Group 8.01 MPR+7% 2010 2015
4 UBA Plc (1) 20.00 13.00% 2010 2017
5 UBA Plc ( 2) 35.00 14.00% 2011 2018
89.89
Ø Registrar Operations. The review of returns filed by Registrars showed consistent increase over the years in quantum/worth of ‘Unclaimed dividend’, with 2009 serving as the year of significant increase by 48.56% of amount outstanding as unclaimed dividend, recorded as N41.3bn (an increase by N13.5bn from 2008 figure).
The Table below reveals the trend of increase in value of unclaimed dividend, and the rate of increase per year, from 2008 to September 2012.
21
Table 6: Period Covered (Years)
SN Indices 2008 2009 2010 2011 As at September 2012
1. Amount Outstanding N50.7bn N27.8bn N41.3bn N41.7bn N50.2bn
2. % Rate of Increase/ year 0.99 - 48.56% 0.96% 16.93%
6.0 Anti-Money Laundering/Counter Financing of Terrorism (AML/CFT) Unit
• AML/CFT INSPECTION FOR THE 3RD AND 4TH QTRS, 2011 Letters of deficiency informing the Capital Market Operators of their levels of non-compliance on the above inspection conducted were prepared and sent to operators. The Commission awaits Feedback before sending out the impositions of penalties for violation.
• ANALYSIS OF WEEKLY RETURNS A total of 35 Capital Market Operators submitted weekly returns on the Anti-Money Laundering/Counter Financing of Terrorism (AML/CFT) Foreign Exchange Transaction Reports (FTRs) which were processed.
• AML/CFT COUNTRY PROGRESS REPORT TO GIABA Progress report on AML/CFT activities in the Nigerian Capital Market was prepared and forwarded to the Nigerian Financial Intelligent Unit (NFIU) for consolidation into the Country’s report and for onward submission to Inter-Governmental Action Group against Money Laundering in West Africa (GIABA).
• PRESIDENTIAL COMMITTEE MEETING The Commission was represented by the Ag. ECLE and officers from the AML/CFT Unit at several meetings held by the Committee in order to amend the Terrorism (Prohibition) Act, 2011 and the Money Laundering (Prohibition) Act, 2011 and other related matters.
• PUBLIC HEARING BY THE SENATE COMMITTEE ON DRUGS, NARCOTICS, FINANCIAL CRIMES AND ANTI-CORRUPTION ON THE AMENDMENT OF THE TERRORISM (PROHIBITION) ACT, 2011 AND THE MONEY LAUNDERING (PROHIBITION) ACT, 2011.
The hearing was held on 2nd October, 2012 and was attended by Commission, Presidential Committee, Presidency, Economic and Financial Crimes Commission (EFCC), NFIU, Nigerian Bar Association and Law Enforcement Agencies. The suggested 22
amendments were deliberated upon with the various regulatory bodies adding their own amendments.
A follow-up meeting was held on 5th October, 2012 with the joint Committee on Amendments of Anti Terrorism Bills, House of Representatives where all members submitted their position (including SEC) and concurred with the position of the presidential Committee members. The amended bills were expected to be passed into law before the FATF plenary coming up on October 15, 2012.
ON-SITE INSPECTION
No on-site inspection was recorded as at the time of preparing this report.
B. INVESTIGATIONS DIVISION
In the second quarter, the Division received a total of 511 correspondences from various capital market operators and investors, while 650 correspondences emanated from the Division to operators and investors respectively.
Ø STOCKBROKERS
Out of the 511 correspondences received, 279 were with respect to stockbrokers. Find the breakdown below:
v New complaints - 56 v Correspondence on existing complaints - 223
Total - 279
The breakdown of the new complaints include: Month Unauthoriz Non Refusal/ Falsificatio Non Grand ed/ remittan Illegal n of clients’ purchase of Total fraudulent ce of transfer of accounts shares/ sale of share shares undue delay shares sale in the proceeds purchase of stocks
July 2 3 2 2 2 11
August 4 2 5 6 3 20
September 10 5 3 4 3 25 23
Total 16 10 10 12 8 56
Ø REGISTRARS Out of the 511 correspondences received, 230 were with respect to Registrars, the breakdown includes:
v New complaints - 67 v Correspondence on existing complaints - 163 Total - 230
Find the breakdown of the new complaints below: Month Non-receipt Returned Non Non Wrong Grand of dividends monies for verificati issuance crediting Total warrants/ un-allotted on of of share bonus bonuses shares share certificat shares/non certificat es crediting & es CSCS accrued
July 8 4 3 4 1 20
August 6 - - 4 2 12
September 20 - 2 5 8 35
Total 34 4 5 13 11 67
Ø MISCELLANEOUS
Out of the 511 correspondences received, 15 were with respect to Miscellaneous. Find the breakdown below:
Month Miscellaneous (complaints against Capital Total Market Operators other than Stockbrokers and Registrars)
July 4 4
August 3 3
September 8 8
Total 15 15
24
Ø RESOLVED AND CLOSED CASES
A total of 46 cases were resolved and closed during the 2nd quarter. Find the breakdown below:-
Table 1. STOCKBROKERS – Breakdown by nature of complaints PERIO NATURE OF COMPLAINTS NUMBER OF CASES TOTAL D RESOLVED AND CLOSED July Unauthorized/ 1 fraudulent sale and purchase of shares Non remittance of share sale -
proceeds Refusal/Illegal transfer of - shares
Falsification of clients’ accounts 3 6
Non purchase of shares/undue 3 delay in the purchase of stocks Non verification of share - certificates August Unauthorized/ 3 fraudulent sale and purchase of shares Non remittance of share sale - 5 proceeds Refusal/Illegal transfer of 1 shares
Falsification of clients’ accounts 1
Non purchase of shares/undue - delay in the purchase of stocks Non verification of share - certificates Sept Unauthorized/ - fraudulent sale and purchase of shares Non remittance of share sale -
proceeds Refusal/Illegal transfer of 1 shares 4 Falsification of clients’ accounts 1 25
Non purchase of shares/undue 2 delay in the purchase of stocks Non verification of share 1 certificates Grand Total 15 15
Table 2. REGISTRARS – Breakdown by nature of complaints PERIO NATURE OF COMPLAINTS NUMBER OF CASES TOTAL D RESOLVED AND CLOSED July Non-receipt of dividends 2 warrants/bonuses
Returned monies for un-allotted 2 shares
Non verification of share 2 certificates 14
Non issuance of share certificates 4
Falsification of account/unethical 4 conduct August Non-receipt of dividends 4 warrants/bonuses
Returned monies for un-allotted 1 shares
Non verification of share - 7 certificates
Non issuance of share certificates 1
Falsification of account/unethical 1 conduct Sept Non-receipt of dividends 1 warrants/bonuses
Returned monies for un-allotted -
shares
26
Non verification of share 1 certificates 3 Non issuance of share certificates 1
Correction and merging of - account Grand Total 27 27
Table 3. MISCELLAENOUS PERIOD NATURE OF NUMBER NUMBER OF GRAND COMPLAINTS OF CASES CASES TOTAL RESOLVE RESOLVED D AND CLOSED July Miscellaneous (complaints - 2 2 against Capital Market Operators other than Stockbrokers and Registrars) August Investment in private - 2 2 placement of Associated Construction Development Bank Septem “ - - - ber Total - 4 4
Ø CASES FORWARDED TO E&C DEPARTMENT
During the period under review, (15) case files were forwarded to the Commission for enforcement action.
S/N NAME OF COMPLAINANT NAME OF OPERATOR
1. Mc Angus & Co. Beachgrove Sec. & Invest. Co. Ltd
2. Sir Okeke Ikechukwu Owoh Apex Securities Ltd
3. Proforte Investors Forum Proforte Ltd
4. Dunu Sunday Obumneme Beachrove Securities * Invest. Co. Ltd
5. Investors in Kwara State Proforte Ltd 27
6. Tobechukwu Okafor Securities Solution Ltd
7. Adebanji Adesanmi Esq Securities Solution Ltd
8. Mr. Lawrence C. Aboh Securities Solution Ltd
9. Mohammed Hayatudeen Securities Solution Ltd
10. Albert Babatunde Laiyemo Securities Solution Ltd
11. Biodun Idowu Adamu Oladiran & Securities Solution Ltd Anor
12. B. yorinde & Co (Air Vice Marshal Securities Solution Ltd Emmanuel Inatimiombu)
13. Gold Power Unique Services Wonder Bank
14. Silver Trust Global Investment Ltd Wonder Bank
15. Nwafor Joseph Nigerian Breweries Plc
Ø ALL PARTIES MEETING
As one of the dispute resolution mechanism adopted by the Commission in resolving complaints, two (2) all parties meeting were held during the quarter.
S/N NAME OF NATURE OF DATE REMARKS PARTIES COMPLAINT
1. Ahmed Uwais & Co Complaint against September At the All-Parties (Gabriel Akinyemi) Valmon Securities Ltd 6, 2012 Meeting it was resolved Vs. Valmon that the Operator should Securities Ltd refund the sum of N4m back to the Complainant’s account and furnish the Commission with the current state of the Complainant’s account thereafter.
2. PHB Capital & Trust Complaint in respect of September Pan African was directed Ltd fund management by 6, 2012 to forward the mandates Vs. Messrs Pan African given by PHB for the 28
1. Pan African Capital & 2 others purchase of shares in the Capital Plc course of the 2. Treasurmix & transactions. Capital Ltd 3. Mact Securities Ltd
Ø SUMMARY OF OUTSTANDING COMPLAINTS
Outstanding complaints B/F as at June 30, 2012 - 623
Add: New Complaints 3rd Quarter (July – Sept 2012) - 138
Total complaints as at 2nd Quarter - 761
Less: Complaints forwarded for enforcement. (July-Sept) - 15
Complaints Resolved July – Sept, 2012 - 46
Total complaints resolved/closed and forwarded. - 61
Total outstanding complaints as at September 30, 2012 - 700
29
SECURITIES INVESTMENTS SERVICES (SIS)
During the quarter under review, the following transactions were received and approved.
MERGER
• Application received 2 • Pending applications 5 • Application Approved 3
ACQUISITION
• Application received 3 • Pending applications 8 • Application Approved 2
RESTRUCTURING
• Application received - • Pending applications 6 • Applications Approved 2
TRANSACTION FOR NOTING • There was one transaction for notification during period
MERGERS
NEW APPLICATION
1. PROPOSED MERGER BETWEEN CONSOLIDATED BREWERIES AND BENUE BREWERY LTD
The transaction filed by Stanbic IBTC Bank PLC was part of a wider restructuring and repositioning of Consolidated Breweries’ interests in other entities and would be consummated with shares in the enlarged entity.
Under the arrangement, the assets, liabilities and undertakings of Benue Brewery Ltd would be transferred to Consolidated Breweries while Benue Brewery Ltd would be dissolved without winding up. 30
STAGE OF PROCESSING
Notification
STATE OF PROCESSING
Review and Analysis
2. PROPOSED SCHEME OF MERGER AMONG FLOUR MILLS OF NIGERIA PLC, NIGERIAN BAG MANUFACTURING COMPANY PLC, AND NORTHERN BAG MANUFACTURING LIMITED
The transaction was filed by FCMB Capital Market, Zenith Bank Plc and Stanbic IBTC Bank on behalf of the Companies. It involved the Merger between Flour Mills Nigeria Plc, Nigerian Bag Manufacturing Company Plc and Northern Bag Manufacturing Company.
STAGE OF PROCESSING
Pre-Merger Notice
STATE OF PROCESSING
Review and Analysis.
3. PROPOSED MERGER BETWEEN CUSTODIAN AND ALLIED INSURANCE AND CRUSADER (NIG) PLC
The transaction was filed by Chapel Hill Advisory Services on behalf of the Companies. It involved the merger between Custodian and Allies Insurance and Crusader Nigeria Plc.
STAGE OF PROCESSING
Pre-Merger Notice
STATE OF PROCESSING
The Companies had responded to SEC deficiency letter and their documents were being reviewed.
4. PROPOSED SCHEME OF MERGER AMONG FLOUR MILLS OF NIGERIA PLC, NIGERIAN BAG MANUFACTURING COMPANY PLC, AND NORTHERN BAG MANUFACTURING LIMITED
The transaction was filed by FCMB Capital Market, Zenith Bank Plc and Stanbic IBTC Bank on behalf of the Companies. It involved the Merger between Flour Mills Nigeria Plc, Nigerian Bag Manufacturing Company Plc and Northern Bag Manufacturing Company. 31
STAGE OF PROCESSING
Pre-Merger Notice
STATE OF PROCESSING
Review and Analysis
5. PROPOSED MERGER BETWEEN OLD MUTUAL NIGERIA LIFE INSURANCE COMPANY LIMITED (“OMNILIC”) AND OCEANIC LIFE ASSURANCE LIMITED
The transaction was filed by Chapel Hill Advisory Partners Limited and Oceanic Capital Company Limited. The proposed merger was driven by the need for old OMNILIC to establish its presence in Nigeria and provide it with the required life insurance license to carry out its operations in Nigeria.
STAGE OF PROCESSIG
Clearance Scheme Document.
STATE OF PROCESSING
The Companies involved had submitted a draft of the scheme document and the Commision is reviewing the Companies document.
6. MERGER BETWEEN CADBURY NIGERIA PLC AND STANMARK COCOA PROCESSING COMPANY
The transaction was filed by Stanbic IBTC Bank Plc on behalf of the merging entities on 26/06/2012. The assets, liabilities and undertakings of Stanmark would be transferred to Cadbury and Stanmark would be dissolved without being wound up. Stanmark Cocoa processing Company Limited is a 99.34% owned subsidiary of Cadbury.
STAGE OF PROCESSING
Notification
STATE OF PROCESSING
A Company had filed for clearance of Scheme Document. The documents are being reviewed.
7. PROPOSED SCHEME OF MERGER BETWEEN CORNERSTONE INSURANCE PLC AND LINKAGE ASSURNACE PLC
The transaction was filed by FCMB Capital Markets Limited Cordros and Financial Advisers to the transaction. It involved the transfer of all assets, liabilities and undertaking including real properties and property rights of Linkage to Cornerstone. 32
The entire share capital of Linkage would be cancelled and Linkage would subsequently be dissolved without being wound-up. In consideration for the transfer, Linkage shareholders should be entitled to 30% shareholding in the post merger Cornerstone.
STAGE OF PROCESSING
Clearance of scheme document
STATE OF PROCESSING
A deficiency letter was sent to the Financial Advisers on 5th September, 2012.
APPROVED MERGER TRANSACTION
1. WAPIC INSURANCE INTERCONTINENTAL PROPERTIES LIMITED
The transaction was filed by BGL Plc on 7th August, 2012. The proposal was to combine WAPIC Insurance and Intercontinental Properties into a single legal entity via scheme of merger pursuant where:
a. All the assets, liabilities and undertakings including real and intellectual property rights of Intercontinental Properties to be transferred to WAPIC Insurance; b. In consideration for the transfers, all shareholders of Intercontinental Properties would receive shares in WAPIC Insurance in exchange for their shares in Intercontinental Properties; and c. The entire share capital of Intercontinental Properties would be cancelled and dissolved without winding up.
STAGE OF PROCESSING Pre-Merger
STATE OF PROCESSING
Approval-in-Principle was granted on 11/09/12.
2. PROPOSED SCHEME OF MERGER BETWEEN CONSOLIDATEDBREWERIES PLC AND DIL MALTEX
The transaction was filed by Stanbic IBTC Bank PLC and Alternative Capital Partners. The proposed merger was part of a wider restructuring and repositioning of Consolidated Breweries’ interests in other entities and would be consummated with cash as consideration or shares in the enlarged entity. Under the arrangement, the 33
assets, liabilities and undertakings of DIL Maltex would be transferred to Consolidated Breweries while DIL Maltex would be dissolved without winding up.
STAGE OF PROCESSING Notification
STATE OF PROCESSING Approval in Principle was granted on 26/07/12
3. PROPOSED MERGER BETWEEN SECURITIES LIMITED AND TIDDO INVESTMENT MANAGEMENT LIMITED
The application was a merger between Tiddo Securities Limited and Tiddo Investment Management Limited. It was proposed that all liabilities and undertakings, including real property and intellectual property rights of Tiddo Investment Limited be transferred to Tiddo Securities Ltd. The application was filed by North Bridge Investment and Trust on 23rd May, 2011.
STAGE OF PROCESSING
Clearance of Scheme Document
STATE OF PROCESSING
Clearance of Scheme document granted to the Companies on August 16th, 2012.
ACQUISITION
NEW APPLICATIONS
1. ACQUISITION OF 100% SHAREHOLDING IN ACCESS INVESTMENT AND SECURITIES LTD BY DUN N LOREN MERRIFIELD INVESTMENT COMPANY LTD
The transaction was filed by G. Elias on behalf of the Companies. It involved the Acquisition of 100% shareholding in Access Investment and Securities Ltd by Dunn Loren Merrifield Investment Company.
STATE OF PROCESSING
Deficiency letter was communicated to the Financial Adviser on 12/9/12.
2. PROPOSED ACQUISITION OF UNITY INVESTMENT AND CAPITAL LIMITED BY ATERIOS CAPITAL LIMITED 34
The above named transaction was filed by Tokunbo Orimobi LP, on behalf of the Companies on August 29, 2012. The Board of Directors of Unity Bank Plc had approved the sale/transfer of its shareholding interest in one of its subsidiaries, Unity Investment and Capital Ltd, to Aterios Capital Limited. The purchase consideration was N 500,000,000 (Five Hundred Million) for the entire Ordinary Shares of UICL which translates to N1.12 per share.
STATE OF PROCESSING
A deficiency letter was forwarded on 20/09/12 to the Financial Adviser to forward Board Resolutions of Unity investment Capital Limited (UILC) Copy of valuation Report of the shares of UILC.
3. ACQUISITION OF NWS NIGERIA LIMITED BY OVALSITES LIMITED
The transaction was filed by E.Jike Opara & Co on 14th August, 2012. It involved the acquisition of all assets and liabilities of NWS Nigeria Ltd by Ovalsites Ltd. Both Companies are small private companies with authorized and share capital of N2, 000, 000 and N1, 000, 000 each.
STATE OF PROCESSING
Review and Analysis
OUTSTANDING TRANSACTIONS
1. ACQUISITION OF FUG PENSION BY UNITYKAPITAL
Unity Kapital Assurance Plc proposed to buy 550 million units of FUG shares from Unity Bank at N 1.10 per share paying a total of N660 million.
STATE OF PROCESSING
Deficiency forwarded to the Financial Adviser. Awaiting response.
2. ACQUISITION OF SKYE BANK PLC’S 1,800,000,000 ORDINARY SHARES OF 50 KOBO EACH AND SKYE BANK FINANCIAL SERVICES LIMITED’S 600,000,000 ORDINARY SHARES OF 50 KOBO EACH IN CRYSTALIFE ASSURANCE BY ASSET & RESOURCE MANAGEMENT LIMITED
The transaction was filed by Vetiva Capital Management Limited on behalf of the Companies on 26th July, 2012. The transaction involved the acquisition by ARM of Skye Bank 31.11% and Skye Financial Services 10.37% equity stake in Crsytalife for a cash purchase consideration of the sum of One Billion, Eight Hundred and Ninety Six Million Naira (N 1, 896,000,000) at a per share price of N 0.79. 35
STATE OF PROCESSING
A memo was sent for Managements No-Objection
3. PROPOSED ACQUISITION OF THE ISSUED SHARES OF ESS INVESTMENT & TRUST LIMITED BY DUNN LORREN MERRIFIELD INVESTMENT COMPANY LIMITED
The transaction was filed by G. Ellias & Co Solicitors and Advocates on 12/07/2012 on behalf of the Companies. It involved the Acqusiition of ESS’ Investments & Trust Limited’s 70,000,000 issued shares of 1.00 each at a purchase consideration of N 72,000,000 (Seventy Two Million Naira) at N1.028 by Dunn Loren Merrifield banking group.
STATE OF PROCESSING
A deficiency letter was communicated on 12/09/12.
4. ACQUSIITION OF 90% SHAREHOLDING IN ROM OIL MILLS LIMITED BY FLOUR MILLS OF NIGERIA PLC
The transaction was filed on July 6, 2012 by Chapel Hill Advisory Partners Limited as Financial Advisers. It involved the acquisition by Flour Mills of 90% equity share holding in ROM Oil with the acquisition being affected by way of the transfer of respective ordinary shares of ROM Oils by existing shareholders, representing 90% of the Company’s issued share capital at a purchase consideration of N 1,494,171,509. Both Flour Mills and ROM Oil Mills would continue to operate as separate corporate entities.
STATE OF PROCESSING
A deficiency letter was sent to the Financial Advisers on 6th September, 2012.
5. PROPOSED SALE OF TRANSCORP METROPLOITAN HOTEL CALABAR (TMHC) TO TRANSACORP HOTEL AND TOURISM SERVICES LIMITED (THTSL)
The transaction was filed on 12th June, 2012 by BGL Plc. It involved the purchase of the entire share capital of Metropolitan Hotel Calabar (TMHC) by Transcorp Hotels and Tourism Services Limited (THTSL). Transcorp, together with Transcorp properties Limited owns 100% of THMC and had agreed to sell the entire share capital comprising of 5,000,000 ordinary shares of N1. Each to THTSL for a total consideration of N 3,390,000,000.
STATE OF PROCESSING
A memo was sent for Managements No-Objection 36
6. ACQUISITION OF TDA CAPITAL MANAGEMENT LIMITED BY HALO AFRICA LIMITED
The transaction was filed by Constant Capital Limited, the Financial Advisers to the transaction. It involved the acquisition of 60,070,000 (Sixty million, seventy thousand) shares of TDA Capital Management at a cash consideration of N15, 000, 000 (Fifteen Million Naira Only).
STATE OF PROCESSING
A deficiency letter was sent to the Financial Adviser on 13/9/12.
7. ACQUISITION OF SHARES IN HONDA MANUFACTURING NIGERIA (HMN) LIMITED BY HONDA MOTOR CO. LIMITED (HONDA)
The application involved Honda Motors Co. Ltd which prior to the acquisition held 30% of the issued shares in Honda Manufacturing Nigeria Limited. Honda Motor Company Limited had acquired 30% of the shares held by Leventis Overseas Limited and A.G Leventis (Nigeria) Plc in Honda Manufacturing Nigeria, such that after the acquisition, Honda Motor Co. Ltd would own 60% in Honda Manufacturing Nigeria Limited.
STATE OF PROCESSING
A reminder letter was sent to the Financial Adviser on 03/04/12, and the Commission received a response on the 30/4/12. The financial advisers informed SEC that they were in the process of collating documents and would continue the process shortly.
8. PROPOSED ACQUISITION OF ACEN INSURANCE COMPANY PLC BY SOVEREIGN TRUST INSURANCE PLC
The application was filed by Greenwich Trust Ltd and Morgan Capital Group. It involved the acquisition of the entire issued ordinary shares as well as assets and liabilities of ACEN Insurance Plc at the exchange rate of 7 ordinary shares of Sovereign Trust Insurance PLC for every 85 ordinary shares of ACEN Insurance.
STAGE OF PROCESSING
A letter of deficiency was forwarded to the Financial Adviser on 7/08/12 stating the reasons advanced were not acceptable to the Commission and that the transaction would be packaged appropriately as a merger or acquisition.
37
APPROVED ACQUISITION TRANSACTION
1. ACQUISTION OF 3,167,716,667 ORDINARY SHARES OF 50 KOBO EACH TIGER BRANDS REPRESENTING 63.35% EQUITY STAKE IN DANGOTE FLOUR MILLLS (DLM)
The transaction was filed on July 4, 2012 by Vetiva Capital Management Limited acting as Financial Adviser. Tiger Brand proposed to acquire 3,167,716,667 ordinary shares of 50 kobo in DFM from DIL for a cash consideration of N9.50k per amounting to a total sum of N30,603,308.50.
2. ACQUISTION OF SAIDEL LIMITED BY SAPIEM INTERANTIONAL B.V
The transaction was filed on 20 June 2012 by Dama Afabor&Co Ltd on behalf of the Companies. It involved the acquisition of 490,000 units of shares Ltd originally held by Messr Udofia Akanimo to Saipen International B.V for a cash consideration of N490, 000. The transaction was granted approval on 13/7/12.
RESTRUCTURING
OUTSTANDING RESTRUCTURING TRANSACTION
1. PURCHASE AND ASSUMPTION OF LIFT MICROFINANCE BANK LIMITED BY LAPO MICROFINANCE BANK LTD The transaction was filed by the LAPO MicroFinance on a notification basis on December 5, 2011 but received on 31 Jan 2012. The notification letter informed the Commission that LAPO (NGO-MFI) operated microfinance business. Following a directive from the Central Bank of Nigeria (CBN) instructing institutions operating microfinance business to transform into regulated microfinance banks, LAPO (NGO- MFI) sought the approval of CBN to transform LAPO into microfinance bank limited.
CBN through a letter dated June 21, 2010 approved to the grant of Microfinance Bank License to LAPO Microfinance Bank Limited. The CBN also directed that LAPO Microfinance Bank Limited should consolidate its operation with Lift Microfinance Bank Limited a Company where LAPO is the majority shareholder. LAPO Microfinance had thus decided to purchase and assume the assets and liability of Lift Microfinance Bank Limited.
STATE OF PROCESSING 38
The Companies had responded to SEC letter of deficiency. The documents are under review.
2. PROPOSED UNBUNDLING OF NON-CORE BANKING ASSETS OF OCEANIC BANK INTERNATIONAL LIMITED INTO ECOBANK TRANSNATIONAL INCORPORATED AND OTHER MEMBER OF THE ECOBANK GROUP The transaction was filed by Udo Udoma and Belo-Osagie. The Solicitors was notifying the Commission of the proposed transfer by the Bank of the shares that currently holds in the non-core banking assets to ETI and its subsidiaries.
STATE OF PROCESSING The Financial Adviser had responded, stating that, the NSAs were not part of the Assets Transferred to the ETI in the merger that they were only notifying the Commission of the current transfers to ETI pending their individual disposal. The letter made reference to the Scheme Document and an Asset and share purchase agreement executed by ETI and Oceanic before the merger. The letter and the ASP are being reviewed.
3. PROPOSED BUSINESS COMBINATION BETWEEN EMERGING MARKETS TELECOMMUNICATION SERVICES AND ALHERI SERVICES LIMITED The transaction was filed by Cardinal Stone Partners and it involved business combination between Emerging Markets Telecommunication Services Ltd (EMTS) and Alheri Mobile Services Limited (AML). AML is wholly-owned subsidiary of EMTS.
STATE OF PROCESSING Awaiting response from the financial Adviser.
4. PROPOSED RESTRUCTURING OF TOTAL NIGERIA PLC The transaction was an internal reorganization which would result in a change of majority ownership in Total Nigeria Plc. The transaction involved the following members of the Total Group: v Total S.A 7 Elf Aquitance v Total Raffinage Marketing (TRM) v Total Nigeria Plc Total SA and Elf Aquitance would contribute 153, 600,000 and 55, 959, 630 ordinary shares of 50k each which they hold respectively in Total Nigeria to TRM. In consideration for the contribution of the Transaction Share to TRM, new shares of TRM would be issued and allocated to Total SA and Elf Aquitance.
39
STATE OF PROCESSING A deficiency letter was sent to the Financial Advisers on 16/05/12
5. DIVESTMENT OF UNITY BANK PLC FROM NON-BANKING SUBSIDIARIES The transaction was for the divestment of Unity Bank Plc from its non-banking subsidiaries, Unity Registrars Ltd, Northlink Insurance Brokers Ltd, Unity Bureau de Change Ltd, Canada Management Services Ltd, Hexalix Properties Ltd, Prints Ltd and also to sell Unity Investment and Capital Ltd to Aterios Capital Ltd. The transaction was filed on 18/04/12
STATE OF PROCESSING A letter was sent on 04/05/12 requesting the Financial Adviser to file all the relevant information/ documents on the transaction.
6. PROPOSED SCHEME OF ARRANGEMENT FOR THE REORGANISATION OF CAPITAL BETWEEN TRANSNATIONAL CORPORATION OF NIGERIA PLC AND HOLDERS OF ITS FULLY PAID AND ORDINARY SHARES OF 50 KOBO EACH The transaction was filed by BGL Plc and UBA Capital Limited on 7th August, 2012 on behalf of the Companies. The transaction involved the reorganization of Capital between Transacorp Transnational of Nigeria Plc and Holders of its fully paid ordinary shares of 50 kobo each. The proposed reorganization would involved a transfer of N27,071,664,000 in the Share Premium Account with a view of off-setting the negative balance of N 25, 768, 702,000 in the latter account, thereby making it positive.
STATE OF PROCESSING The Commission received a response from FS&CG Department of SEC on the lack of justification for the amount in the share premium account hence it cannot be used to reconstruct the share capital of the Company. The issues highlighted as well as legal opinion on CAMA 102 were forwarded for management consideration.
APPROVED RESTRUCTURING TRANSACTION
1. APPLICATION FOR THE APPROVAL OF THE SCHEME OF ARRANGENMENT FOR THE RESTRUCTURING OF FIRST BANK OF NIGERIA PLC UNDER A FINANCIAL HOLDING SERVICE HOLDIG COMPANY
The transaction was filed by FBN Capital as the financial adviser to the transaction on 11/05/12. The transaction required that the shareholders of First Bank as at the Termianl date to surrender their shares in First Bank to FBN Holdings in exchange for the issuance of the same 40
number of shares they held in First Bank. Subsequent to the Scheme, First Bank would transfer all of its shares in Holdco subsidiaries and IBAM subsidiaries to FBN Holdings and FBN Capital Limited respectively. A no objection was granted on July 19, 2012.
2. UNBUNDLING OF NON-CORE BANKING ASSETS OF OCEANIC BANK INTERNATIONAL LIMITED INTO ECOBANK TRANSNATIONAL INCORPORATED AND OTHER MEMBER OF THE ECOBANK GROUP
The transaction was filed by Udo Udoma and Bello-Osagie. The Solicitors notified the Commission of the proposed transfer by the Bank of the shares that currently holds in the non-core banking assets to ETI and its subsidiaries. The transaction was approved on 21/09/12. FINANCIAL STANDARD AND CORPORATE GOVERNANCE (FS&CG)
1. Half Yearly Return Reports
During the period under review, the Commission reviewed the half yearly returns form of Twelve (12) quoted companies. The review was to determine the companies’ compliance with the Code of Corporate Governance, CAMA and the Investment Securities Act 2007.
The following lapses were observed after the review.
Ø Late submission of returns which contravenes the provisions of the ISA 2007 Ø Internal control breaches and lapses not properly communicated Ø Non- commencement of e- dividend. Ø Inadequate Board committees e.g. Remuneration Committee and Risk Management Committee. Ø Non certification of the return forms by officers concerned. Ø Audit committee not meeting with the Board and Internal Audit as required by the Code of Corporate Governance. Ø Irregular Board meeting. Ø Engagement of External Auditors for a long period. Ø Notices of AGM sent to shareholders falling short of 21 days as required by the Code of Corporate Governance. Ø Large number of staff disciplined during the period
The observed lapses were communicated to the companies, some had responded while others are still being awaited. The lapses observed were communicated to the companies to serve as a guide to them in their subsequent submissions.
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2. Unclaimed Dividend
The Commission received returns on un-claimed dividend totaling N17,414,803,163.17 as at September 30, 2012.
The top five companies with unclaimed dividend include:
Access Bank Plc N3,456,912,623.58 First Bank Plc N 3,167,121,353.94 UACN Plc N 1,972,519,633.35 Nestle Plc N1,369,591,419.59 Fidelity Bank Plc N 1,227,549,194.66
3. MANDATORY SIGNING OF THE NEW CODE OF CORPORATE GOVERNANCE
A total of One Hundred and Fifty Four (154) public quoted companies were signed up to the New Code of Corporate Governance, giving an increase of Five (5) from the One Hundred and Forty Nine (149) recorded last quarter.
4. ANNUAL GENERAL MEETING (AGM)
The Commission’s total receipt of notice to attend AGMs of public companies was Seventy-Five (75) as at the end of the September 2012. However, only Twenty-Seven (27) were received during the third quarter.
5. QUARTERLY FINANCIAL STATEMENTS:
Ninety- Four (94) quarterly returns were received in the quarter and being reviewed.
6. QUARTERLY EARNINGS FORECAST:
Quarterly earnings forecast from Nine-four (94) companies were received and being reviewed to test for material variation.
7. ANNUAL FINANCIAL REPORT:
Sixty-six (66) audited annual accounts and reports were received during the period and being reviewed.
8. EIGHT DAY IFRS TRAINING FACILITATED BY PWC FOR STAFF OF THE DEPARTMENT/COMMISSION
The Commission coordinated eight (8) day International Financial Reporting Standard (IFRS) training for all Staff of the Department and some other Staff of the Commission. 42
COLLECTIVE INVESTMENT SCHEMES (CIS)
UNIT TRUST DIVISION During the period under review, the following activities took place.
(i) List of application approved: During the period under review, two applications were approved. These were:
1. FBN Money Market Fund: This allotment proposal of 17,984,400 units of N100.00 each was approved and cleared.
2. FBN Fixed Income Fund: The allotment proposal of 1,752,200 units of N1,000.00 each was also approved and cleared.
(ii) List of new application received for registration of Unit Trust Scheme: During the reviewed period, one application for the registration of Unit Trust Scheme was receive. This include:
1. Allan Gray Africa Equity Fund Limited: This was an application for registration and authorization of a Foreign Collective Investment Scheme (FCIS) soliciting investments in Nigeria. The Fund had an authorized share capital of US$12,000.00 divided into shares of US$1.00 each. As at June 30, 2012 the size of the Fund was US$223 million and the Fund price was US$157.01. The objective of the Fund was to invest in a focused portfolio of companies with significant business interests in Africa regardless of the location of the stock exchange listing with the aim to out-perform African equity markets over the long term without taking on greater risk of loss using the MSCI Emerging and Frontier Markets (EFM) Africa Index as benchmark.
(iii) Applications under processing:-
1. ARM Money Market Fund: This was an application for registration and authorization of 1,000,000,000 units of N1.00 each at par in the proposed Initial Public Offering (IPO) of the ARM Money Market Fund. The objective of the Fund was to provide investors with regular income earned from investments in high quality short term money market instruments and debt securities issued by the Nigerian Government.
Status This is currently under review.
2. UPDC Real Estate Investment Trust: This was an application for registration and authorization of 2,000,000,000 units of N10.00 each at par in the proposed Initial Public Offering (IPO) of the UPDC Real Estate Investment Trust Scheme. The objective of the REIT was to provide unit holders with stable cash distributions from investments in a diversified portfolio of income- 43
producing real estate properties and to improve and maximize unit value through the ongoing management of the REIT’s assets, future acquisitions and the development of additional income-producing real estate properties.
Status – This is currently under review.
3. Stanbic IBTC Iman Fund: This application was for registration and authorization of a Shariah compliant portfolio of 2,500,000 units of N1,000.00 each in the Initial Placement of the Stanbic IBTC Iman Fund. The objective of the Fund was to achieve long-term capital appreciation of its assets by investing a minimum of 70% of the Funds assets in Shariah compliant equity securities as approved by the Shariah Advisory Council from time to time, and a maximum of 30% in Shariah Compliant Asset backed investments (SUKUK) and cash.
Status – It is currently under review.
4. Stanbic IBTC Umbrella Fund: This was an application for registration and authorization of 1,000,000 units of N1,000.00 each in the Initial Placement of the Stanbic IBTC Umbrella Fund. The objective of the Fund was to provide liquidity, ensure security of assets and sustainable returns in the portfolio over the long-term. The Fund was suitable for clients with a medium to low risk appetite.
Status –
Currently, under review.
5. DV Balanced Fund: This was an application for registration and authorization of 20,000,000 units of N100 each at par in the proposed Initial Public Offering of the DV Balanced Fund. The objective of the Fund was to achieve capital appreciation over time, while mitigating volatility associated with investing in Nigeria equities market.
Status –
Deficiencies noted on the review of offer documents were communicated on March 19, 2012 to the Issuing House. Response is being awaited.
6. Habitat Value Fund: This application was for registration and authorization of 50,000,000 units of N50 each in the proposed Habitat Real Estate Investment Trust Scheme. The objective of the Fund was to achieve long-term capital 44
appreciation of assets by investing in a portfolio of high-quality real estate and real estate related (mortgage) assets.
Status – Deficiencies noted on the review of the revised offer documents were communicated on March 13, 2012 to the Issuing House. Response is being awaited.
7. Vetiva NSE 30 Index ETF: The application was filed by Vetiva Capital Management Limited for 100,000,000 units of VNSE 30 Index ETF at a unit price equal to 1/100 of the value of the NSE 30 Index as at the date it was listed. The VNSE 30 Index Securities were designed for and offered to investors seeking attractive returns through market exposure to the constituents of the NSE30 Index. The objective was to hedge its constituent obligations to deliver basket of shares to holders exercising the delivery right to track the NSE Index.
Status – Application is currently under review.
(iv) The following Offers have been put on hold:
1. Legacy BNK Fund 2. Legacy 50 Exchange Traded Fund 3. Legacy Index 50 Fund 4. GTB Balanced Fund 5. Skye Shelter Fund (Tranche II)
(v) Annual Audited Accounts Approved during the period under review (July – September 2012) were twenty-two (22). These were:
1. Nigerian Energy Sector Fund Annual Audited Accounts/ Financial Report for the year ended 31st March 2011.
2. Skye Shelter Fund Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
3. Zenith Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
4. Intercontinental Integrity Mutual Fund: Annual Audited Accounts/ Financial Report for the year ended 29th February, 2012.
5. Union Homes REITs: Annual Audited Accounts/ Financial Report for the year ended 30th November, 2011.
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6. ACAP Canary Growth Fund: Annual Audited Accounts/ Financial Report for the year ended 31st March, 2012.
7. Stanbic IBTC Ethical Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
8. UBA Bond Fund Annual Audited Accounts/ Financial Report for the year ended 31st March, 2012.
9. UBA Balanced Fund Annual Audited Accounts/ Financial Report for the year ended 31st March, 2012.
10. UBA Money Market Fund: Annual Audited Accounts/ Financial Report for the year ended 31st March, 2012.
11. UBA Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st March, 2012.
12. Zenith Income Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
13. Zenith Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
14. Stanbic IBTC Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
15. Paramount Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2010.
16. Stanbic IBTC Money Market Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2011.
17. Nigeria International Debt Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2010.
18. Afrinvest Equity Fund: Annual Audited Accounts/ Financial Report for the year ended 31st December 2010.
19. Stanbic IBTC Guaranteed Investment Fund: Financial Statement/Audited Accounts for the year ended 31st December 2011.
20. Stanbic IBTC Bond Fund: Financial Statement/Audited Accounts for the year ended 31st December 2011.
21. Chapel Hill Denham Millennium Fund: Financial Statement/Audited Accounts for the year ended 31st December 2010. 46
22. Chapel Hill Denham Millennium Fund: Financial Statement/Audited Accounts for the year ended 31st December 2011.
(vii) Names and Number of Funds inspected in the period under review – 21
1. Afrinvest Equity Fund 2. Nigerian Int'l Debt Fund 3. FBN Heritage Fund 4. SIM Capital Alliance Value Fund 5. Stanbic IBTC Equity Fund 6. Stanbic IBTC Ethical Fund 7. Stanbic IBTC Guaranteed Fund 8. Stanbic IBTC Balance Fund 9. Stanbic IBTC Bond Fund 10. Stanbic IBTC Money Market Fund 11. Union Homes REIT Fund 12. BGL Nubian Fund 13. BGL Sapphire Fund 14. DVCF Oil and Gas Fund 15. ARM Ethical fund 16. ARM Discovery Fund 17. ARM Aggressive Fund 18. Frontier Fund 19. Lotus Halal Investment Fund 20. Union Trustees Mixed Fund 21. Nigeria Energy Sector Fund
(viii) Quarterly Investment Table of Unit Trust Schemes (July – September 2012).
(ix) Number of Quarterly Returns received for the quarter ending June 30th 2012 – 41 quarterly returns were received for the period of April – June 2012.
(ix) Highlight of observations from the review of returns analyzed
1. Un-invested cash in current account.
2. Violation of asset allocation in line with the Trust Deed.
3. Late submission of Drafts Annual Audited Accounts.
4. Violation Trustee Investment Act (TIA). 47
5. High charges of Management Fees plus other expenses above the provision of Rule 247(j.
6. Unacceptable expenses.
Action taken - Observations were communicated to the Fund Managers.
VENTURE CAPITAL DIVISION
(i) Applications for registration of Venture Capital/ Private Equity/ Infrastructure Funds under processing were two (2). These were:
1. ARM Infrastructure Fund: The application was filed by Asset & Resources Management Company Ltd. The Objective of the Fund was to invest equity in diverse infrastructure projects across West Africa with focus on Nigeria, Target Fund Size- 250 Million USD, Base currency- USD & Naira, Target Investors: Institutional Investors, e.g. PFA’s.
Status – This application is currently under review.
2. Nigerian Infrastructure Investment Fund: Fund Manager – The application was filed by Joint Venture of African Infrastructure Investment Managers (AIIM) and AfriCapital Management Limited; the Objective of the Fund was to achieve medium – to- long term returns through private sector participation in a diverse range of infrastructure projects within Africa. Target Investors: Institutional Investors.
Status – This application is currently under review.
(ii) Inspection
On-Site Inspection: 3 1. Stanbic IBTC Venture Capital 2. First Funds (Venture Capital) 3. Unique Ventures (Venture Capital Fund)
Off-Site Inspection: The following companies submitted their quarterly returns, as analyzed below:
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(iii) Analysis of Equity Investment by Venture Capital Fund Managers in SMES as at 30th June 2012 S/ Name of Amount Amount Amount Variance % N Company Under Disbursed in Disbursed in Diff. Management the Previous the Present (N) Quarter (N) Quarter (N)
1. First Fund 4,008,620,312. 1,633,264,967. Nil Nil Nil Limited 93 92
2. CAN Fund 3,942,640,909 435,030,848.8 1,185,659,184. 750,628,335. 172.54 .00 7 24 37
3. IBTC 5,000,000,00 1,342,050,000. 1,543,277,000. 201,227,000. 14.9 Ventures 0.00 00 00 00 Limited
4. DVCF Oil 1,040,818,289. 712,027,432.0 Nil Nil Nil and Gas 00 0
5. Diamond 4,999,998,800 687,449,569.0 Nil Nil Nil Capital .00 0
6. Cowry Asset 1,475,837,000. 484,565,744.4 484,410,859.8 (154,884.15) (0.03) Mgt. Limited 00 0 5
7. Unique 2,382,837,888. 1,857,078,572. 1,833,075,672. (24,002,900. (1.29) Venture 00 00 00 00) Capital
TOTAL 22,850,754,1 7,151,467,134 5,046,422,71 (951,855,33 (29.4 98.93 .19 6.09 5.37) 3)
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LEGAL
LEGAL OPINIONS
1. REQUEST FOR INFORMATION ON TRADE IN FOREIGN EXCHANGE (FX) AND CONTRACTS FOR DIFFERENCE (CFDs)
The Commission received a letter dated 16th March, 2012 from UHY Hacker Young, a firm of Chartered Accountants based in the United Kingdom. The firm requested for information with respect to the legal requirements in Nigeria for Trading in Foreign Exchange (FX) and Contracts for Difference (CFDs).
The Legal Department opined that CFDs were not well-known in Nigeria due to the fact that the Nigerian Capital Market does not presently trade in futures. Consequently, there were no provisions in the Commission’s Rules and Regulations to regulate such contracts.
The Department however advised that regulation of all matters pertaining to Foreign Exchange in Nigeria was the exclusive preserve of the CBN.
A letter communicating the above was sent to the Company.
2 CBN REGULATION ON THE SCOPE OF BANKING ACTIVITIES AND ANCILARY MATTERS NO.3 2010- IMPLICATION FOR REGULATORY ACTION
The Commission received a memo from the Monitoring and Investigation (M&I) Department of SEC dated 16th July, 2012 on the above matter. The memo expressed the views of the M&I Department and raised several salient issues which required an opinion from the Legal Department.
The Legal Department advised that it was expedient for the Commission to collaborate with the CBN to ensure uniformity of efforts aimed at effecting compliance by Banks and other affected companies with the divestment directive of the CBN.
3. CONTRACTUAL DISCLAIMER AND LIMITATION OF LIABILITY UNDER NIGERIAN LAW
On 19th July, 2012, the Commission received the April 2012 Newsletter Publication of Aina Blankson (A firm of legal Practitioners).
The Publication focused on the issues surrounding the Consumer (Regulation of Unfair Terms) Bill, 2010 of Nigeria, which is currently before the National Assembly. The Legal Department reviewed the publication and opined that the 50
Commission would neither be saddled with any responsibilities and liabilities nor accorded any legal rights when the Bill was promulgated into law.
4. REVIEW: OWNERS OF THE MV. “ARABELA VS. NIGERIAN AGRICULTURAL CORPORATION (2008) 11 NWLR (PART 1097) PAGE 182
On 19th July, 2012, the Commission received the November, 2011 edition of “The Brief”, a publication of Ainablankson (a firm of Legal Practitioners). The publication critically examined the decision of the Supreme Court in the above suit.
The Legal Department reviewed the publication and agreed with the views of the publisher to the effect that the Jurisdiction of the Federal High Court was singular, applying throughout the Nation. The Department however stated that due to the principle of stare decisis, the decision of the Supreme Court in the above suit remained the position of law.
5. AMENDMENT OF ORDINARY RESOLUTION ON CAPITALISATION PASSED AT THE ANNUAL GENERAL MEETING HELD ON WEDNESDAY 29TH JUNE, 2011
On 25th July, 2012, the Commission received a notice on the above subject matter by Unity Bank Plc. The Bank via the notice, informed the Commission of an amendment made at its 2012 AGM (held on 21st June, 2012) with respect to an ordinary resolution on capitalization passed at the AGM.
The Legal Department opined that the amendment was made to correct an error in the computation of figures observed in the original resolution. The Department further stated that, barring any procedural defect(s), the amendment was done in good faith and would not jeopardize the interest of the company’s shareholders.
6. DEMAND FOR SEC CONTRIBUTION TO THE ITF- REVIEW OF THE ITF ACT CAP 19 LFN 2004 AND THE ITF AMENDMENT ACT 2011
The Commission wrote an opinion on the above subject matter. The aim of the opinion was to examine the amendments made to the Industrial Training Fund Act, Cap I9, LFN, 2004 by the Industrial Training Fund (Amendment) Act, 2011 in order to determine whether the Commission was liable to contribute to the Fund.
The Department opined that despite the enactment of the ITF (Amendment) Act 2011, the Commission was still exempted from making contributions to the Fund since it was neither in “commerce” nor “industry”.
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7. REQUEST FOR INFORMATION ON DEBT SECURITY ISSUANCE FROM THE CAPITAL MARKET AUTHORITY OF THE MALDIVES
The Commission received a questionnaire from the Capital Market Authority of the Maldives. The questionnaire raised 12 queries which relate to the framework for issuance of debt securities in Nigeria. The Legal Department proffered answers to the queries and forwarded same to the Research & Planning Department (R&P) for further action.
8. DE-LISTING OF CAPPA AND D’ALBERTO PLC SHARES- APPEAL FOR FAIR HEARING BY THE COMPANY
Cappa and D’Alberto Plc was until 2009 a public company, whose shares were quoted on the Nigerian Stock Exchange. The shares of the Company were purportedly delisted on 24th March, 2009, the same day the Extra Ordinary General Meeting organised to ratify the decision to delist from the Exchange was held. In consequence of the above as well as the suspension of the Company’ shares by the NSE on 1st May, 2012, ARM pension Managers (PFA) Ltd could not dispose of its shares.
While the Legal Department noted that D’Alberto Plc had failed to comply fully with the rules on delisting of shares from the NSE, the Department opined that the Company was not given ample time by the Commission to remedy its errors. In view of this, the Department recommended that the Company be given 4 weeks to re-evaluate the matter and ensure that all shareholders are fairly treated.
9. ASSET MANAGEMENT CORPORATION OF NIGERIA (AMCON)- CLEARANCE OF PROPOSED ALLOTMENT OF BOND DUE 2014
The Legal Department wrote an opinion on the above subject matter in response to the memo dated 6th July, 2012 from Director, Securities and Investment Services (SIS).
The central issue that necessitated an opinion from the Department was the non- execution of the supplementary prospectus for the proposed Bond allotment by the Director-General (DG), who is a member of the board of AMCON. The DG opined that it was not necessary to sign the supplementary document having already signed the original prospectus.
The SIS Department, queried the supplementary prospectus for its failure to comply with the provisions of Section 80(1) of the ISA, 2007 and refused to clear the allotment.
The Department in interpreting the provisions of Section 80 (1) of the ISA, opined that the supplementary prospectus ought to have been signed and that the SIS Department rightly refused clearance of the allotment. The Department 52
further opined that in the circumstances, AMCON should be required to direct the director to sign the supplementary prospectus. In the alternative, the said director should state in writing why he/she had declined to execute the document. The Commission could thereafter take an informed decision on the status of the prospectus and the implications for the Issuer’s offer.
10. REQUEST FOR APPROVAL TO ADVERTISE BY UNION TRUSTEES LIMITED
The Legal Department received a memo dated 20th September, 2012 from the Commission’s Monitoring Division requesting for an opinion on the interpretation of Rule 190 (2)(a) of the Commission’s Rules/Regulations (SEC Rules). The central issue pertained to whether a proposed advert by Union Trustees Limited fell within the restriction imposed by Rule 190 (2)(a). The Department examined the proposed advert and observed that part of its contents focused on the business of Portfolio Managers thereby falling within the category of adverts restricted by Rule 190(2)(a) of the Commission’s Rules.
11. INTERPRETATION OF SECTION 2(3)(C) OF THE TRUSTEE INVESTMENT ACT
On 12th September, 2012, the Department received a memo from the Collective Investments Scheme (CIS) Department of the Commission with a letter from Stanbic IBTC requesting the Commission to review its opinion on the interpretation of Section 2(3)(C) of the Trustee Investment Act (TIA). The Department affirmed its opinion on the subject which had earlier been given via a memo dated 25th June, 2012. In this regard, the Department reiterated that the provisions of Section 2(3)(C) of the TIA was applicable to all Companies and Transactions which fall within the purview of the Act.
12. SEC RULES- REQUEST FOR CLARIFICATION
On 5th September, 2012, the Commission received a Letter with the above title from Aluko & Oyebode, a firm of Legal Practitioners. The firm requested clarification from the Commission as to which “version” of its rules currently at the disposal of investors could be regarded as the “substantive SEC Rules”. The Legal Department opined that the Commission had only one comprehensive collection of Rules- SEC Rules, 2007. Several amendments had since been made to the existing rule book while new rules were formulated. The Department further stated that the “Existing Rules” of the Commission as well as the subsequent amendments were readily available on the Commission’s website and that the Commission was currently making efforts to publish a comprehensive Rule Book containing all the amended Rules and Regulations.
A letter dated 14th September, 2012 which contained the above clarifications was forwarded to the firm. 53
13. FULL SUSPENSION OF STARCOMMS SHARES DUE TO A POTENTIAL “CAPITAL RESTRUCTURING EXERCISE”
On 22nd August, 2012, the Commission received a letter from Morgan Capital Securities Limited, a Member-firm of the Nigerian Stock Exchange (NSE). The letter contained various allegations against Starcomms Plc upon which the opinion and regulatory action of the Commission was sought. Having reviewed the letter, the Legal Department opined that Morgan Capital Securities Ltd be informed via a letter that the various allegations and concerns raised against Starcomms Plc were being investigated by the Commission and that the Commission had also written to other parties involved requesting clarifications on some of the issues.
14. PROFESSIONAL INDEMNITY POLICY OF CAPITAL MARKET CONSULTANTS
The Legal Department received a memo dated 15th August, 2012 from the Registration and Recognised Investment Exchange (RRIE) Department of SEC requesting for an opinion on the applicability of Rule 45 of the Commission’s Rules (SEC Rules) as a guideline for assessing Professional Indemnity Policies forwarded to the Commission by Firms/persons seeking to be registered as Capital Market operators.
The Legal Department opined that Rule 45 was not applicable to Professional Indemnity policies. It was further opined that the RRIE Department should make a submission which would set the process in motion for the formulation of appropriate rules for assessing the validity of professional Indemnity Policies forwarded to the Commission in future.
LITIGATION
1. SUIT NO: IST/OA/02/12 – HON. NICHOLAS MUTU V SEC & BGL
This matter came up on 5th July, 2012 and the Commission was represented by an In-house lawyer. The matter was struck out for lack of diligent prosecution.
2. SUIT NO: FHC/IKJ/CS/207/11 – FRANNA & COMPANY LIMITED V SEC & 4 ORS
This matter came up on 3rd July, 2012 and the Commission was represented by an In-house lawyer. The matter was adjourned to 18th October, 2012 due to the absence of the Plaintiff and his counsel in court.
3. SUIT NO: FHC/L/CS/1561/2010 – BRIGADIER EMMANUEL EBIJE IKWUE & 2 ORS V G. CAPPA PLC & 7 ORS 54
Following a review of the Court processes with respect to the above suit, the Department advised that to protect the interest of SEC, the Commission should defend the matter irrespective of the fact that its outcome would not adversely affect the Commission. Management however decided that given the fact that there was no substantial case against the Commission, in addition to budgetary constraints, the Commission should not defend the matter.
4. SUIT NO: FHC/L/CP/1551/2011 – NIGERIA DEPOSIT INSURANCE CORPORATION V AFRIBANK NIGERIA PLC & ORS
On 16th July, 2012, the Commission received processes for two distinct proceedings relating to the petition by the Nigeria Deposit Insurance Corporation (NDIC) for the winding up of Afribank Nigeria Plc.
The Department reviewed the processes and opined that it was not necessary for the Commission to participate in the proceedings in view of the fact that the Commission was not joined as a party.
5. SUIT NO: FHC/L/CS/380/12 – MR. BABATUNDE AYEFESOBI & 1 OR VS ALLIANCE & GENERAL LIFE ASSURANCE PLC & 4 ORS
The Legal Department reviewed processes served on the Commission with respect to the above matter. It was the Legal Department’s opinion that no reasonable cause of action had been disclosed against the Commission and as such an in house lawyer at the Lagos zonal office should represent the Commission in the matter.
Management approved that an In-house lawyer should enter appearance on behalf of the Commission and subsequently file a motion to strike out the Commission’s name from the matter. Management also directed that after the Commission’s name had been struck out, the In-house lawyer should continue to attend the court proceedings.
The decision and directive of Management was forwarded via a memo dated 24th July, 2012 to the Lagos Zonal Office (LZO) for implementation.
6. IST/OA/25/2010 – SEC V FINBANK PLC & 37 ORS
Upon the institution of the suit in 2010, hearing could not commence immediately due to some difficulty in serving the Respondents with the originating processes. Following the refusal or failure of some Respondents to enter appearance in the suit, the Tribunal adjourned the matter sine die.
The matter however came up on 2nd July, 2012. The Tribunal struck out the matter for want of diligent prosecution.
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7. SUIT NO: IST/OA/02/10 – MURTALA ABDULLAHI & 46 ORS V KEYSTONE BANK PLC & 6 ORS
This matter came up on 30th July, 2012. It was however adjourned to 27th September, 2012 to enable the Applicants amend their pleadings in compliance with an order made by the Tribunal to this effect.
8. SUIT NO: IST/M/07/12 – FINBANK PLC VS SEC
This matter came up on the 31st July, 2012. The tribunal delivered its judgment, directing that in line with its earlier judgment delivered on 11th May, 2011, Finbank Plc should pay the Sum of N173,870,643.59K to Spring Board Trust & Investment Ltd. It stated that the judgement sum represented the accurate computation of interest on the principal sum paid (for shares which were not eventually allotted) by Spring Board Trust & Investment Ltd on behalf of its clients to Finbank Plc during the public offer of the bank.
9. SUIT NO: FHC/ABJ/CS/272/11- PROFORTE MFB LTD VS CBN & SEC
This matter came up for hearing on 5th July, 2012. Another application for joinder was filed before the court. The matter was adjourned to 20th September, 2012 for the consideration of all pending motions and to enable the plaintiff file a counter affidavit to the motion for joinder.
10. SUIT NO: LD/460/12- HNG INVESTMENT AND TRUST LTD & 4 ORS V ADENIYI ELUMARO & 3 ORS
The Commission was joined in this suit as the 4th defendant. The Legal Department reviewed the court processes with respect to the suit and recommended that an external solicitor be instructed to represent the Commission.
Following Management’s approval, an external solicitor was briefed by the Department and has entered appearance on behalf of the Commission.
11. SUIT NO: IST/OA/03/12: SEC V GORSORD SECURITIES LTD & 3 ORS
The above matter came up on 5th July, 2012. The Tribunal gave its ruling on the application filed by the Commission to freeze the accounts of the 1st Respondent. The Tribunal ruled that the accounts of the 1st Respondent be frozen to the tune of N10 Million which represented the consolidated amount of the several complaints against the company brought before the tribunal.
The Legal Department wrote to the Enforcement & Compliance Department (E&C), requesting for details of the complaints and other relevant documents against the 1st Respondent to enable the Commission’s solicitor take steps to either enforce the ruling or approach the Tribunal for a variation of the ruling. 56
12. SUIT NO: FHC/L/CS/786/2011: CORE TRUST & INVESTMENT LIMITED VS SEC
This matter came up on 4th July, 2012. The matter could however not proceed due to the fact that the Court rose early from its sitting on the day before the matter was called on the cause list. The matter was adjourned to 13th November, 2012 for hearing of all pending applications.
13. SUIT NO IST/EN/OA/02/12- HON. PRINCE SONNY EDET ESOM V SEC & 2 ORS
The Legal Department reviewed the originating processes served on the Commission and advised that the Commission should defend the matter by appointing one of its external solicitors. The Department is awaiting Management’s approval.
14. SEC VS GENESIS SECURITIES & INVESTMENT LTD
Following the approval of Management of SEC, an external solicitor of the Commission was instructed to institute legal proceedings against Genesis Securities & Investment Ltd with the aim of freezing the accounts of the company and its directors in order to restitute investors.
15. SUIT NO. IST/0A/11/2010; APPEAL NO. CA/L/349/12: GEORGE NCHENDO OKAFOR VS SEC & ANOR
Management gave its approval for the Commission to defend the Appeal. An external solicitor was briefed by the Legal Department. No hearing date has however been fixed.
16. SUIT NO. NIC/ABJ/95-100/2011: ABILO UBOBOSO & 5 ORS VS SEC
Management gave its approval for the Commission to appeal against the ruling of the trial Court. The external solicitor who represented the Commission at the trial Court was instructed to conduct the appeal on the Commission’s behalf.
17. FHC/L/CS/1430 – 1433/10 - NDI OKEREKE ONYUIKE V SEC; HENRY ONYEKURU V SEC; LASERU M. ELEKAMA V SEC,
The Federal High Court on 6th July, 2012 gave a ruling, setting aside the Forensic Audit report on the affairs of the Nigerian Stock Exchange (NSE). The Commission had requested for a Certified True Copy of the ruling for its review.
18. IST/LA/APP/04/2011 - UDEAGHA EGBE & MRS. UGONMA EGBE VS TRANSNATIONAL CORPORATION NIG. PLC & 3 ORS
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The matter came up on August 3, 2012 and the Tribunal gave an order expunging the name of the Commission from the matter.
19. SUIT NO: IST/LA/OA/01/2010- LYNFEILD NIGERIA LTD V AFROIL PLC & 3 ORS
This matter came up on 13th September, 2012 for Hearing. Notwithstanding the Request by the 2nd & 3rd Respondents for an adjournment, Counsel for the 4th Respondent opened his case by the examination-in –chief of his witness who was thereafter cross-examined. The Tribunal directed that parties file their respective final written addresses which would be adopted at the next adjourned date. The matter was adjourned to 10th October, 2012 for Judgment.
20. SUIT NO: IST/LA/APP/03/11 – TIAMIYU BODUNDE Vs SECURITIES & EXCHANGE COMMISSION & 7 ORS
This matter came up on 14th September, 2012 for Hearing. Despite the absence of Counsel for the Appellant, the Tribunal proceeded to adopt the Briefs of Argument of all the parties before it. The matter was adjourned to 4th October, 2012 for Judgment.
21. SUIT NO: FHC/L/CS/228/10 – SEVEN UP BOTTLING CO. PLC Vs SECURITIES & EXCHANGE COMMISSION & 2 ORS
The above matter was scheduled to come up on 20th September, 2012. However, proceedings could not go on because the Court did not sit. The matter was adjourned to 8th November, 2012 for Hearing.
22. SUIT NO: IST/OA/06/2012 – SECURITIES AND EXCHANGE COMMISSION VS WISCOM BUSINESS VENTURES & 3 ORS
This matter came up on 21st September, 2012. The Tribunal granted the prayers of the Applicant for the freezing of accounts and sealing of the Business premises of the 1st and 2nd Respondents pending the determination of the motion on notice filed before the Tribunal. The matter was adjourned to 23rd October, 2012 for hearing of the motion on notice.
23. SUIT NO: IST/LA/APP/02/11 – MTECH COMMUNICATIONS PLC & 4 ORS VS SEC & 5 ORS
This matter came up on 12th September, 2012. Parties adopted their briefs of Argument. The matter was adjourned to a date to be fixed later, for Judgment.
RULES DIVISION
During the period under review, the Rules Division continued the process of finalizing the Commission’s consolidated rule book. 58
ENFORCEMENT & COMPLIANCE
The Enforcement & Compliance Department had during the period under review carried out the under-listed enforcement actions:
ü Ogbuozobe Bartholomew Afamefuna vs Transworld Investments & Securities Limited
The company and its sponsored individuals were suspended from participating in all capital market activities for failure/refusal of the company to purchase the outstanding shares belonging to the complainant.
However, the suspension was lifted on October 11, 2012 as a result of compliance with the directives of the company.
ü Christian Ayang Owutam vs Amyn Investments Limited
The company and its sponsored individuals were suspended for non-purchase of Access Bank Plc and First Bank of Nigeria (FBN) Plc shares belonging to the complainant.
The suspension was lifted on September 21, 2012 following the restitution of investor and payment of penalty.
ü Engineer Udo Essien vs Options Securities Limited
The company and its sponsored individuals were suspended on October 11, 2012 for non-remittance of sale proceeds to the complainant and failure/refusal of the company to comply with the directives of the Commission.
The suspension is still in force.
COMPLIANCE ISSUE
ü Suspension of ITIS Securities
ITIS Securities was suspended from all capital market operations in 2010 for non rendition of returns for 2008 and 2009.
The firm paid the sum of N500,000.00 being penalty for late submission of the said returns. Consequently, the suspension was lifted following Management’s approval on July 24, 2012.
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REGISTRATION AND RECOGNIZED INVESTMENT EXCHANGES (RRIE)
v STOCK EXCHANGE Market indices during the third quarter of 2012 was on negative trend as volume of trades and its value depreciated by 12.9 percent and 4.38 percent when compared with the same period of 2011 which appreciated by 23.71 percent and 29.32 percent respectively.
However, The Nigerian Stock Exchange All -Share Index (ASI) and Market Capitalization grew by 20.4 percent and 20.11 percent as against the previous second quarter of 2012 when compared with the third quarter of 2011. Also, the NSE All-Share Index and Market Capitalization appreciated by 27 percent each during the period.
Consequently, secondary market turnover stands at 21.89 billion valued at N159.19 billion as against 25.13 billion valued at N166.48 billion in the second quarter of 2012.
Market activities for the period of third quarter and second quarter, 2012 MONTH Total for 3rd Total for 2nd JULY AUGUST SEPTEMBER quarter 2012 quarter 2012 %Change VOLUME 6,297.06 5,502.79 10,091.01 21.89 25.13 -12.9 VALUE 46,896.52 43,803.76 68,486.35 159.19 166.48 -4.38
Trading volume and value for the third quarter 2012
80,000.00 70,000.00 60,000.00 50,000.00 40,000.00 value 30,000.00 Volume 20,000.00 10,000.00 0.00 JULY AUGUST SEPTEMBER
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PRICE ADJUSTMENT COMPANY CLOSURE DIVIDE BONUS PAYMENT AGM DATE DATE ND DATE ECOBANK 2ND JULY, 2012 0.4 NIL 17TH JULY, 2012 15TH JUNE, 2012 TRANSNATIONAL CENTS PLC ALUMIMIUM 6TH JULY, 2012 N0.05 NIL 21ST AUGUST, 20TH JULY, 2012 EXTRUSION IND. 2012 PLC NIGER 9TH JULY, 2012 N2.5 NIL NIL 19TH JULY, 2012 INSURANCE PLC TRANS NATION 9TH JULY, 2012 N0.05 NIL 2ND AUGUST 2012 19TH JULY, 2012 WIDE EXPRESS PLC CONTINENTAL 9TH JULY, 2012 N0.08 NIL 19TH JULY, 2012 18TH JULY, 2012 REINSURANCE PLC CEMENT 16TH JULY, 2012 N0.45 NIL 9TH AUGUST, 2nd AUGUST, 2012 COMPANY OF 2012 NORTHERN NIG. PLC FIDSON PLC 16TH JULY, 2012 N0.10 NIL 10TH AUGUST, 9TH AUGUST, 2012 2012 7UP PLC 16TH JULY, 2012 N2.00 NIL NIL 20TH SEPT. 2012 PRESCO PLC 16TH JULY, 2012 N1.00 NIL 6TH AUGUST, 9TH AUGUST , 2012 2012 UNITYKAPITAL 25TH JULY, 2012 N0.01 1 FOR 15 NIL 8TH AUGUST, ASSURANCE PLC 2012 CONOIL PLC 6TH AUGUST, N2.50 NIL 14TH SEPTEMBR, 30TH AUGUST, N23. 2012 2012 2012 00 ROADS NIGERIA 8TH AUGUST, N0.60 NIL NIL 28TH AUGUST, N6.6 PLC 2012 2012 1 RED STAR 10TH AUGUST, N0.30 NIL NIL 30TH AUGUST, N2.6 EXPRESS PLC 2012 2012 5 SCOA NIGERIA 13TH AUGUST, N0.10 NIL NIL 30TH AUGUST, N5.4 PLC 2012 2012 2 FLOUR MILLS OF 13TH AUGUST, N1.60 NIL 17TH 12TH N50. NIG. PLC 2012 SEPTEMBER,201 SEPTEMBER, 40 2 2012 NIGERIAN BAGS 13TH AUGUST, N0.14 NIL 19TH 11TH SEPTEMBET, N1.6 MAN. COMPANY 2012 SEPTEMBER, 2012 4 PLC 2012
PZ CUSSONS PLC 20TH AUGUST, N0.43 NIL 20TH 13TH N24. 2012 SEPTEMBER, SEPTEMBER, 01 2012 2012 GUARANTY 10TH SEPT. N0.25 NIL NIL 21ST SEPT ,2012 N18. TRUST BANK PLC 2012 99
CHELLARAMS 12TH SEPT. N0.10 NIL 28TH SEPT. 2012 27TH SEPT. 2012 N5.71 PLC 2012
UNIVERSITY 3RD SEPT. 2012 N0.35 NIL 27TH SEPT. 2012 27TH SEPT. 2012 N4.17 PRESS PLC 61
HONEY WELL PLC 3RD SEPT. 2012 N0.15 NIL 26TH SEPT. 2012 25TH SEPT. 2012 N1.8 5
ROYAL 4TH SEPT. 2012 N0.04 NIL NIL 20TH SEPT .2012 N0.5 EXCHANGE PLC 0
NEW LISTING • FG9B2019S3: A total volume of 50,000,000 units valued at N50,000,000,000 of 16.00% FGN JUN 2019 series 3 was admitted on the daily official list of The Exchange on July 6th, 2012. By this, the total number of Federal Government listed bonds becomes twenty eight(28).
DELISTING • 9.50% FGN AUG 2012 bond was delisted on September 1st, 2012, thereby reducing the number of FGN to twenty-five (25).
SUPPLEMENTARY LISTINGS • A total of 48,000,000 ordinary shares of 50kobo each at N1.00 per share were added to the issued shares of Premier Paints Plc on Wednesday 15th August, 2012 on the conclusion of special placing having obtained all regulatory approval.
• A total of 142,092 ordinary shares of 50kobo each were added to the issued shares of Nigerian Breweries Plc on Wednesday 15th August 2012 on the conclusion of the scheme of merger between Nigerian Breweries Plc and Sona Systems Associates Business Management Limited and Nigerian Breweries Plc and Life Breweries Company Limited.
• A total of 401,259,881 scheme shares were added to the shares outstanding of Ecobank Transnational Incorporation resulting from the acquisition of Ecobank Nigeria Plc on the Daily Official List of the Exchange. With the listing of the scheme shares, Ecobank Nigeria Plc was delisted from the daily official list of the Exchange on Friday, 20th July 2012.
• The Rights Issue of 2,677,079,286 ordinary shares of 50kobo each at part of Niger Insurance Plc. was listed on the Daily Official List of the Exchange on Friday, 27th July 2012. By this action, the Issued Shares of the company stands at 8,413,677,757 shares.
• A total of 3,495,153,610 units ordinary shares of Unity Bank Plc were added to the shares outstanding of Unity Bank Plc arising from the bonus issue. With this, the outstanding shares of the company stands at 37,170,729,695.
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• The Rights Issue of 263,651,183 ordinary shares of 50kobo at N1.69 kobo per share of Vono Products Plc was listed on the Daily Official List of The Exchange on Friday, 7th September 2012. By this action, the Issued Shares of the Company now stands 563,651,183 shares.
NSE KICKS-OFF MARKET MAKING:
• The NSE commenced the implementation of Market Making (MM) on (Tuesday, 18th. September 2012) as part of efforts to shore up liquidity on the market.
S/No Primary Market Maker Securities 1 Capital Bancorp Plc -MM PZ Cussons Nigeria Plc Nigerian Bag Manufacturing Company Plc Presco Plc 2 CSL Stockbrokers Limited - International Breweries Plc MM Lafarge Wapco Plc 3 ESS Investment & trust Fidson Healthcare Plc Redstar Express Plc Limited - MM 4 FBN Capital Limited -MM Zenith Bank Plc 5 Future View Securities Sterling Bank Plc limited 6 Greenwich Securities Limited D.N.Meyer Plc 7 Stanbic IBTC Stockbrokers Diamond Bank Plc Limited First City Monument Bank Plc 8 RENCAP Securities Nigeria Fidelity Bank Plc Limited 9 Vetiva Capital limited Nigerian Breweries Plc 10 WSTC Financial Services Guaranty Trust Bank Plc UAC Nigeria Plc
FULL SUSPENSION • Starcomms Plc shares were placed on Full Suspension on 17th August 2012. This was because of the potential capital reconstructing exercise by the company.
CHANGE OF NAME • Diamond Registrars Limited changed its name to Centurion Registrars Limited effective 11th July, 2012.
RECLASSIFICATION OF BETA GLASS PLC: • The Exchange on Monday, 3rd September 2012 moved Beta Glass Plc from Consumer Goods sector (Household Durables sub-sectors) to Industrial Goods sector (Packaging/Containers sub-sector).
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FLOUR MILLS OF NIGERA PLC: ANNOUNCEMENT- • Proposed Merger Between Flour Mills Of Nigeria Plc (‘Flour Mills’) On One Hand And Nigerian Bag Manufacturing Company Plc (‘Bagco’) And Northern Bag Manufacturing Company Limited (Bagco-North) On The Other Hand.
OTHER COMPANY NEWS
ACCESS BANK PLC: NOTIFICATION OF THE DIVESTMENT EXERCISE OF ACCESS BANK PLC. FROM INTERCONTINENTAL HOMES SAVINGS & LOANS PLC.
• The Access Bank notified The Exchange that, in line with the Central Bank of Nigeria’s (CBN) Revised Banking Model, the Board of Directors of Access Bank Plc (‘the Bank’ or ‘Access Bank’) resolved to apply for an International Commercial Banking license from the CBN in exchange for the Universal Banking license it currently holds. Consequently, the Bank commenced the divestment exercise from its non-banking subsidiaries upon receipt of the CBN’s Approval in Principal (AIP) Dated January 20, 2011.
• Access Bank finalized the acquisition of 75% equity stake in Intercontinental Bank Plc on October 14, 2011. In view of the Bank’s decision to focus on its core banking services, the Bank decided to divest its 51.88% equity stake in Intercontinental Homes Savings and Loans Plc (IHSL) through a Share Sale Exercise.
• Sequel to the aforesaid, Access Bank Plc. appointed Green Trust Limited as its Financial Adviser, on February 02, 2012, to coordinate the divestment process in order to ensure that the Bank meets the requirements of the revised banking model of the CBN.
v FRESH REGISTRATION A total of Twenty-three (23) new applications were received from potential capital market operators to register for the quarter ending September 2012:
S/N APPLIED FUNCTION NO OF APPLICANTS % OF TOTAL 1 Solicitor 5 21.7
2 Investment Advisers 4 17.5 3 Broker/Dealers 2 8.7 4 Fund/Portfolio Managers 3 13.0 5 Issuing House 1 4.3 6 Reporting Accountant 4 17.5 7 Venture Capital Manager 1 4.3 8 Commodity Exchange 1 4.3 9 Estate Surveyors & Valuers 2 8.7 TOTAL 23 100 64
The application for a Commodity Exchange was by Lagos State Government
• Registration of fresh Capital Market Operators The Commission registered a total of six (6) fresh capital market operators for the month of July 2012.This represent the number of operators registered during the third quarter 2012. The operators were:
SN NAME OF COMPANY/FIRM FUNCTION REGISTERED 1. Nouveau Delice International Ltd Venture Capital 2.. Bluesea Capital Ltd Corporate Investment Adviser 3. Bauchi Investment Corporation Broker/Dealer Securities Ltd 4 Atacoff Advisory Services Reporting Accountant 5 Olaolu Olabimtan & Co Reporting Accountant 6 Owoyele Sontan & Co Reporting Accountant
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ACTIVITIES OF ZONAL OFFICES IBADAN
MONITORING OF TRADING ACTIVITIES During the period under review, the Ibadan Zonal Office continued to monitor trading activities on the floor of the Nigerian Stock Exchange Ibadan between Monday – Friday, with at least Three (3) days of visitation in a week.
INVESTIGATION & ENFORCEMENT The zone received Sixteen (16) new complaints during the quarter under review. The complaints include:
Ø Complaint on fraudulent/unauthorized sale of shares: 1. Sen. Simeon Olasunkanmi Oduoye vs. Traders Trust and Investment Company Ltd. 2. Olatunji Yussufu Saka vs. Interstate Securities Limited 3. Fabiyi Stephen Oye vs. Topmost Securities Limited 4. Otuyemi Isaac Eniola vs. Dominion Trust Limited 5. F.O. Aramide vs. DCVF Oil & Gas
Ø Complaint on non receipt of outstanding dividend warrant/bonus: 1. Olufade Olusegun vs. First Registrars Limited 2. Egbefe Kolade vs. Wizetrade Capital & Asset Management Limited. 3. Inioluwa Hillary Kolade vs. First Registrars Limited, United Securities Limited. Sterling Registrars Limited and Dominion Trust Ltd. 4. Adebiyi Muyiwa Remi vs. First Registrars Limited, United Securities Limited & EDC Registrars Limited. 5. Adeyefa Funmilayo Ronke vs. First Registrars Limited, EDC Registrars Limited. 6. Ekwem Collins Ugochinyere vs. African Prudential Registrars Limited
Ø Complaint on non-receipt of money deposited for purchase of shares /return money: 1. Tijani Ambaliyu Olabamiji vs. Omas Investment & Trust Company Limited 2. Prof. Oluwole Osonubi vs. Mainland Trust Limited 3. Adeyinka Michael Adediran vs. African Prudential Registrars Limited 4. Ishola Moses Abiodun vs. Securities Solution Limited
Ø Complaint on excessive charges on Inter house transfer of stockbroking account: 1. Dr. Ayo Bello vs. ICMG Securities Limited
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CASES RESOLVED Three (3) complaints were resolved during the quarter under review. The complaints are thus: 1. Olufade Olusegun vs. First Registrars Limited 2. Tunji Adegbohungbe vs. First Registrars Limited 3. Olatunji Yussufu Saka vs. United Securities Limited
CASES FORWARDED TO HEAD OFFICE Three (3) cases were forwarded to the Head Office for Enforcement Action: 1. Tijani Ambaliyu Olabamiji vs. Omas Investment & Trust Company Limited. For non compliance with our directives, the operator is currently under suspension from all capital market activities. 2. Ishola Moses Abiodun vs. Securities Solution Limited 3. Prof. Adekunle Adeniran vs. Securities Solution Limited IBZO could not access the operator as its office is under lock and key.
ANNUAL GENERAL MEETING (AGM) IBZO attended and observed the following annual general meetings: 1. Dangote Flour Mills Plc 2. Union Ventures & Petroleum Plc 3. Conoil Plc 4. University Press Plc
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KADUNA
OPERATIONAL ACTIVITIES:-
During the period under review, the following activities took place as follows:
ü COMPLAINTS BY INVETORS AND ACTION TAKEN BY THE ZONE. The Kaduna Zonal Office received a total number of Thirty – Nine (39) complaints out of which Thirty-Four (34) were Registrars related, while Five (5) were Broker related.
From the aforesaid, a total of Nine (9) complaints were fully resolved, out of which (1) was Broker related, while the remaining Eight (8) were Registrars related complaints; whereas Thirty (30) complaints hang about in various stages of investigation.
ü TRADING ACTIVITES ON THE KADUNA FLOOR OF THE NIGERIAN STOCK EXCHANGE (NSE) Trading activities on the Kaduna floor of the Nigerian Stock Exchange was active during the period under review.
MARKET DEVELOPMENT ACTIVITIES
ü EXCURSION BY STUDENTS/TRADE ASSOCIATIONS The office received the students of Ahmadu Bello University, Zaria (ABU), Faculty of Law who were on excursion visit to the Zonal Office on Wednesday 29, August 2012.
ü The Zone also delivered two letters soliciting for a talk show in Zaria Emirate Council and Kachia Emirate Council respectively.
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KANO
LEGAL AND ENFORCEMENT DIVISION
The Kano Zonal Office received a total of 90 complaints from various investors within the zone during the reporting period.
Find below analysis of the complaints.
a. REGISTRARS RELATED COMPLAINTS
S/N NATURE OF COMPLAINTS NO. OF CASES
1. Non receipt of share/bonus certificates 43
2. Non receipt of Dividend warrants 25
3. Total 68
b. STOCK-BROKERS RELATED COMPLAINTS.
S/N NATURE OF COMPLAINTS NO. OF CASES
1. Non execution Of clients mandate 9
2. Unauthorized sale of shares 2
3. Total 11
c. MULTIPLE COMPLAINTS.
S/N NATURE OF COMPLAINTS NO. OF CASES
1. Multiple complaints (No. Verification of share certificate) 7
d. FUND MANAGERS RELATED CASES.
S/N NATURE OF COMPLAINTS NO. OF CASES
1. Complaints against Fund Managers 4
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During the reporting period, the zone recovered a total of N3, 107, 221,. 52 as unclaimed dividend, revalidations, payoff warrants and proceeds of stock disposal. Also Seven (7) share certificates were recovered belonging to various investors.
RESOLVED CASES
During the reporting period, Nineteen (19) cases were successfully resolved by the Zone.
OPERATIONS DIVISION OF KAO ZONAL OFFICE
• Activities on the trading floor of the Nigerian Stock Exchange (NSE) were maintained with no abnormalities observed.
• The Operations Division of Kano Zonal Office held a maiden meeting with Kano Chamber of Commerce, Industry, Mines and Agriculture on October 10, 2012 with a view to collaborating with the organization to sensitize industrialist to patronize the capital market.
• Letters were written to Six (6) Executive Governors under the zone on the need to patronize the capital market as engine of economic growth and development in the region in view of its accessibility.
• There was a follow up with Kano state Ministry of Commerce, Industry and Cooperative to revive the issue of stakeholders’ forum which was initiated before the security challenges.
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ONITSHA
OPERATIONAL ACTIVITIES
A. COMPLAINTS:
During the period under review, a total of Seventy One (71) complaints were received from investors. Out of which, Fifty Three (53) were Registrar related, while Eighteen (18) were Stockbroker related issues.
However, Fifty Nine (59) complaints were resolved and closed. Amongst these, Thirty Four (34) were Registrar related, while Twenty Five (25) were Stockbroker related. These include:
RESOLVED COMPLAINTS: REGISTRARS RELATED COMPLAINTS 1. OKONKWO PROSPERITY CHUKWULOBE VS STERLING REGISTRARS LTD
Subject: Non lodgment of Sterling Bank Plc shares into his CSCS account.
Date of complaint: May 14, 2012
Date of Resolution: August 10, 2012.The complainant confirmed that his 7,140 units of Sterling Bank shares was credited to his account in his letter dated July 26, 2012.
2. GABRIEL OKOLO VS MERISTEM REGISTRARS LTD
Subject: Refusal to revalidate his return money warrant in the N5, 166.28 IRO Bagco Plc.
Date of complaint: August 30, 2011.
Date of Resolution: August 13, 2012. The complainant visited Onitsha Zonal Office for the collection of his GTBank Plc cheque No. 00000692 in the sum of N5, 166.28 being his revalidated cheque return money.
3. OLELE PETER VS AFRICA PRUDENTIAL REGISTRARS PLC
Subject: Requested for the consolidation of his holding in UBA Plc
Date of complaint: June 18 , 2012
Date of Resolution: August 15, 2012. The complainant confirmed the consolidation of his accounts into a single account in his letter dated August 6,2012
4. AGES INDUSTRIES LTD VS UNITED REGISTRARS LTD
Subject: Requested to transfer 17965 units of AIICO Plc shares to its BGL account. 71
Date of complaint: August 14 , 2012
Date of Resolution: July 9, 2012. The complainant confirmed successful transfer of his AIICO Plc share into his BGL Securities account in his letter dated July 3, 2012.
5. CHIEF OLAGBEMI O. SOLA VS UNION REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO Mobil Nigeria Plc.
Date of complaint: May 28, 2012.
Date of Resolution: September 3, 2012. The complainant confirmed the lodgment of dividend into his Ecobank account in his letter dated August 16, 2012 to the Commission
6. AGES INDUSTRIES LTD VS UNITED SECURITIES REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO AIICO Plc
Date of complaint: August 8, 2012.
Date of Resolution: September 3, 2012. The complainant confirmed the resolution of his complaint in his letter dated August 16, 2012 to the Commission.
7. OZOMMA SIMON IZUCHUKWU VS ZENITH REGISTRARS LTD
Subject: Non receipt of Nigeria Bottling Co. Plc Scheme consideration warrants in the sum of N240, 875.00 and N313, 020.00 respectively.
Date of complaint: February 9, 2012
Date of Resolution: July 18, 2012. The complainant confirmed the receipt of Nigeria Bottling Co. Plc Scheme consideration warrants in the sum of N240,875.00 and N313,020.00 respectively and the resolution of his complaint on his visit to Onitsha Zonal Office on July 18,2012
8. OZOMMA SIMON IZUCHUKWU VS ZENITH REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO Guinness Nig. Plc.
Date of complaint: February 9, 2012
Date of Resolution: July 18, 2012. The complainant confirmed receipt of his dividend warrant in the sum of N55, 161.00 and N37,359 respectively and the resolution of his complaint on his visit to Onitsha Zonal Office on the July 18,2012.
9. OKOKWU PROSPERITY CHUKWULOBE VS UNITED SECURITIES REGISTRARS LTD
Subject: Request for payment of his outstanding dividend IRO AIICO Insurance Plc. 72
Date of complaint: August 8, 2012
Date of Resolution: September 10, 2012.The complainant confirmed payment of his dividend warrants and resolution of his complaint in his letter dated August 16, 2012.
10. AGIM IHEANYICHUKWU OGECHUKWU VS UNION REGISTRARS LTD
Subject: Reversal of UBN Plc share reconstruction.
Date of complaint: April 10, 2012
Date of Resolution: July 9, 2012. A letter dated June 10, 2012 was received from the complainant stating that the reconstructed 2,251 units of UBN Plc shares had been withdrawn from Pilot Securities and credited to Summit Finance Company Ltd with cheque (CHN) C262597AI as requested.
11. ANYAKORA THANKGOD VS UNITED SECURITIES LTD
Subject: Shortfall in his AIICO Plc share.
Date of complaint: September 27, 2011.
Date of Resolution: July 10, 2012. The Complainant confirmed resolution of his complaint in his letter dated July 3, 2012 to the Commission.
12. MGBEMENA IKECHUKWU E.B VS ZENITH REGISTRARS LTD
Subject: Refusal to replace his lost Guinness Nig. Plc shares certificates and credit same to his CSCS account.
Date of complaint: March 9, 2012
Date of Resolution: July 9, 2012.The complainant confirmed lodgment of his 2,056 units of Guinness Nig. Plc shares into his CSCS account domiciled with BGL Securities Ltd in his letter dated June 16, 2012
13. OLEKA CALLISTUS C.VS FIRST REGISTRARS LTD
Subject: Non receipt of share certificate IRO First Bank Nig. Plc
Date of complaint: November 26 , 2008
Date of closure: September 26, 2012.The complainant failed to respond to our letter dated February 8, 2012 requesting him to confirm to the Commission if De-Canon investment Ltd has provided the CSCS transaction statement to enable us close our investigation file.
14. Dr. OBI S. OGENE .VS CITY SECURITIES REGISTRARS LTD
Subject: Non receipt of dividend warrant IRO MRS Oil Plc, Total Nigeria Plc, Lafarge 73
Wapco Plc and Evans Medicals Plc.
Date of complaint: September 6, 2011.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated November 10, 2011 and May 24, 2012 requesting him to peruse the totality of his dividend report statements supplied by the City Securities Registrars Ltd to enable us close our investigation file.
15. OLELE PETER OKELEKE VS OCEANIC REGISTRARS LTD
Subject: Refusal to merge his Dangote Flour Mills Plc accounts.
Date of complaint: December 8, 2011.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated March 19, 2012 to inform him of the Registrars’ assertion that the merger of his accounts and mandate for e-dividend payment was effected.
16. ANAZODO CHARLES CHIEDU VS MAINSTREETBANK REGISTRARS LTD
Subject: Refusal to credit his CSCS A/C with his share allotment IRO Private Placement of Geofluids Ltd in 2008
Date of complaint: March 10, 2011.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated May 11, 2012 requesting him to update the Commission on his complaint to enable us act further or close our investigation file. This letter was not returned unclaimed.
17. ONWUKEME ANTHONY EMENIKE VS STERLING REGISTRARS LTD
Subject: Non receipt of shares certificate IRO 2007 public offer of Japaul Oil & Maritime Services Plc.
Date of complaint: June 18, 2009.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated May 7, 2012 requesting him to update the Commission on his complaint to enable us act further or close our investigation file. This letter was not returned unclaimed.
18. Dr. OBI S. OGENE .VS FIRST REGISTRARS LTD
Subject: The complainant requested for investigation and protection of his investments in Oando Plc shares.
Date of complaint: September 27, 2010.
Date of closure: September 26, 2012. The complainant did not deem it fit to respond to our letter dated July 26, 2011 requesting him to confirm to the Commission if there 74
were outstanding complaints against First Registrars Ltd to enable us act further or close our investigation file. This letter was not returned unclaimed.
19. Dr. OBI S. OGENE .VS UNION REGISTRARS LTD
Subject: The complainant requested for investigation into his shareholdings in Union Bank of Plc, Nestle Nig. Plc, Unilever Nig Plc, Cadbury Nigeria Plc and Mobil Nigeria Plc.
Date of complaint: October 18, 2010.
Date of closure: September 26, 2012. The complainant did not deem it fit to respond to our letter dated February 21, 2011 requesting him to examine the claims of Union Registrars Ltd in its letter of March 29,2011 and the annexures and state categorically his position on the issues to enable us act further or close our investigation file. This letter was not returned unclaimed
20. OKECHUKWU GODWIN HOPE VS ZENITH REGISTRARS LTD
Subject: Refusal to verify his share certificates IRO Forte Oil Plc.
Date of complaint: June 15, 2011.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated June 6, 2012 requesting him to confirm from his stockbroker Summit Finance Company Ltd the lodgment of 66 and 13 units of Forte Oil Plc into his CSCS account. This letter was not returned on claimed.
21. EGBUNA FRANCIS OJIMA VS FIRST REGISTRARS LTD
Subject: Missing bonus share of 6012 units of First Bank of Nigeria Plc.
Date of complaint: November 9, 2011.
Date of closure: September 26, 2012. The complainant did not deem it fit to respond to our letter dated December 14, 2011 requesting him to react to the assertion that he mandated the sale of 6012 units of FBN Plc shares and proceeds remitted to him. This letter was not returned unclaimed.
22. OKOLIE SAMUEL EMEKA VS FIRST REGISTRARS LTD
Subject: Refusal to revalidate his FBN Plc dividend warrant in the sum of N3,037.50
Date of complaint: November 10, 2011.
Date of closure: September 26, 2012. The complainant did not deem it fit to respond to our letter dated December 19, 2011 requesting him to confirm receipt of his revalidated dividend warrant in the sum of N3, 037.50 sent to him by the Registrars to enable the Commission close its investigation file. This letter was not returned 75
unclaimed.
24. OKOYE BENEDICT VS CITY SECURITIES REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO Live Stock Feeds Plc
Date of complaint: November 1, 2011.
Date of closure: September 26, 2012. Live Stock Feeds Plc had not declared dividend since the complainant became a shareholder in 2008.
25. OKOYE BENEDICT VS FIRST REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO Union Diagnostic & Clinical Services Plc.
Date of complaint: November 1, 2011.
Date of closure: September 26, 2012. Union Diagnostics & Clinical Services Plc dividend warrant in the sum of N360.00 was sent to the complainant vides a letter dated February 22, 2012. This letter was not returned unclaimed.
26. OKOYE BENEDICT VS MERISTEM REGISTRARS LTD
Subject: Non receipt of dividend warrants IRO Regency Alliance Insurance Plc.
Date of complaint: November 1, 2011.
Date of closure: September 26, 2012. Regency Alliance Insurance Plc dividend warrants in the sums of N925.92 N391.75 and N450.00 respectively was sent to the complainant vides a letter dated February 22, 2012. This letter was not returned unclaimed.
27. UDOBI IFEANYI FRANCIS VS FIRST REGISTRARS LTD
Subject: Refusal to verify his FBN Plc share certificates.
Date of complaint: September 28, 2011.
Date of closure: September 26, 2012. The complainant failed to respond to our letter dated December 1, 20011 requesting him to confirm from his stockbroker Adonai Stockbrokers Ltd the lodgment of his 5,000 units of FBN Plc shares into his CSCS account. This letter was not responded to nor returned unclaimed.
28. ANADI UJU R. VS AFRICA PRUDENTIAL REGISTRARS LTD
Subject: Non receipt of return money for unallotted shares of International Breweries Plc during its 2007 public offer. 76
Date of complaint: July 15, 2011.
Date of closure: September 26, 2012. Return money warrant for International Breweries Plc in the sum of N973.68 was delivered to the complainant on January 30, 2012.
29. IBHADE ANGELINA ENOMERE VS STERLING REGISTRARS LTD
Subject: Refusal to return shares forwarded to sterling Registrar Ltd for correction on the certificate and non receipt of return money for unallotted shares IRO Japaul Oil & Maritime Services Plc.
Date of complaint: October 23, 2008.
Date of closure: September 26, 2012. Return money cheque in the sum of N171, 960.38 being her complete return money and interest for the disputed 33,919 units of Japaul Oil & Maritime Services Plc and divided warrant for N831.17 IRO 11,544 units holding in the said company were delivered to the complainant on January 23, 2012.
RESOLVED COMPLAINTS: STOCKBROKER RELATED COMPLAINTS 1. MRAKPOR EMMANUEL O. VS UIDC SECURITIES LTD
Subject: Refusal to verify his shares and transfer same to a CSCS depository.
Date of complaint: January 23, 2012.
Date of Resolution: September 20, 2012. The complainant confirmed that his CSCS account was credited with 480 units of Poly Products Plc by the Registrars and therefore confirmed resolution of the matter in his letter dated August 31, 2012.
2. EGBO JOHN BEST. VS PAC SECURITIES LTD
Subject: Refusal to sign inter member transfer to Adonai Stockbrokers Ltd
Date of complaint: August 31, 2011
Date of Resolution: July 16, 2012. The complainant confirmed successfully transfer of his shares to Adonai Stockbroker Ltd in his letter dated May 30, 2012
3. MATTHEW MRAKPOR . VS MAINLAND TRUST LTD
Subject: Refusal to sign inter member transfer to UIDC Securities Ltd
Date of complaint: March 02, 2010
Date of Resolution: July 16, 2012. The complainant confirmed successfully transferred of his shares to UIDC Securities Ltd in his letter dated May 10, 2012 77
4. IGHODARO EDWARD OSARO. VS UIDC SECURITIES LTD
Subject: Refusal to remit full proceeds from the sale NB Plc shares
Date of complaint: April 3, 2012.
Date of Resolution: July 12, 2012. The complainant confirmed receipt of his balance payment for the sale of his NB Plc shares in his letter dated July 2, 2012.
5. ANUGHA MICHAEL O.VS PINEFIELDS INVESTMENT SERVICES LTD
Subject: Illegal sales of 1000 units of Fidelity Bank Plc shares.
Date of complaint: September 6, 2011.
Date of Resolution: September 26, 2012. The complainant confirmed recovery of his share certificates and dividends vide a letter dated February 23, 2012 to the Commission.
6. OKONKWO PROSPER CHUKWULOBE VS ROYAL SECURITIES LTD
Subject: Refusal to sign inter-member transfer.
Date of complaint: July 25, 2011.
Date of Resolution: September 26, 2012. The complainant was informed of the successful transfer of his 6,553 units of Oando Plc shares to his CSCS account under BGL Securities Ltd vides our letter dated June 7, 2012. This letter was not responded to nor returned unclaimed.
7. ANYADIEGWU CHIOMA VS AMYN INVESTMENT LTD
Subject: Non receipt of Fidelity Bank Plc share certificate.
Date of complaint: November 3, 2011.
Date of Resolution: September 26, 2012. The complainant had claimed her Fidelity Bank Plc shares certificate at SEC Zonal Office, Onitsha on June 28,2012.
8. EZIEKE MICHAEL NWOKEDI VS AMYN INVESTMENT LTD
Subject: Non return of unverified share certificates IRO FBN Plc and First Inland Bank Plc.
Date of complaint: September 13, 2011.
Date of Resolution: September 26, 2012. The complainant had collected his First Bank Plc and First Inland Bank Plc shares certificates respectively at SEC Zonal Office, Onitsha on April 26, 2012. 78
9. OKPALANZE N. BONIFACE VS CSL STOCKBROKERS LTD
Subject: Request for transfer of shares to Adonai Stockbroker.
Date of complaint: October 21, 2011.
Date of Resolution: September 26, 2012. The complainant did not respond to our letter dated January 3, 2012 requesting him to confirm the assertion of CSL stockbrokers Ltd from his preferred stockbroker, Adonai stockbroker Ltd on the sign off of his account to enable the Commission close its investigation file. This letter was not returned unclaimed.
10. ELDER EZENDIOKWE THEOPHILUS VS PINEFIELD INVESTMENT SERVICES LTD
Subject: Unauthorized Sale of NB Plc shares
Date of complaint: June 16, 2010
Date of Resolution: September 26, 2012. The complainant had collected his Sterling Bank Plc cheque in the sum of N127, 175.14k being interest on the withheld proceeds from the sale of his shares from the SEC Zonal Office, Onitsha..
11. OLISEDU MONICA NONYELU VS PAC SECURITIES LTD
Subject: Fraudulent sale of her shares through Izuchukwu Chukwuma.
Date of complaint: August 18, 2011.
Date of Resolution: July 26, 2012. The complainant confirmed resolution of her complaint in her letter dated July 27, 2012 to the Commission.
2. ALL PARTIES MEETINGS
During the period under review, the Onitsha Zonal Office convened the following all parties meetings:
S/N PARTIES NATURE OF DATES PRESENT POSITION COMPLAINT
1. Margaret M. Complainant alleged Tuesday After the All Parties Akhigbe withholding of her August Meeting, the Financial Investment 14,2012 Commission would re- VS examine the complaint to July 20, 2011. enable it give its final Aims Asset decision on the Management Ltd complaint. 79
2. Udokwu Kingsley N. Complainant alleged Tuesday After the All Parties withholding of her August Meeting, the VS Financial Investment 14,2012 Commission would re- examine the complaint to Aims Asset June 8, 2011. enable it give its final Management Ltd decision on the complaint.
C. ROUTINE MONITORING OF THE NIGERIAN STOCK EXCHANGE, ONITSHA BRANCH
During the reporting period, trading activities on the floor of the Onitsha branch of the Nigerian Stock Exchange was low due to the fact that most stock-broking firms with branches in Onitsha traded from Lagos branch of the Nigerian Stock Exchange.
See below frequency of trading activities from the floor of the Nigerian Stock Exchange, Onitsha Branch:
S/N STOCKBROKING FIRM DATES TRADED
1 Gosord Securities Ltd 31/8/12
2. UIDC Securities Ltd 21/9/12
80
PORT-HARCOURT
(A) OPERATIONAL ACTIVITIES:
F INVESTIGATION AND ENFORCEMENT Thirty-Eight (38) new complaints were received while there were Nineteen (19) existing complaints from shareholders/investors during the period under review.
Fifty-Seven (57) complaints were due for consideration during the reviewed period, out of which Twenty-Three (23) were resolved and Thirty-Four (34) undergoing further investigation. The resolved include:
S/NO. Description No. of resolved cases
1. Non-Receipt of Share Certificates 2
2. Non-Receipt of Dividend and Return Money 12 Warrants
3. Non-Receipt of Bonus Certificates 2
4. Non-Verification of Share Certificates 3
5. Miscellaneous Issues (Change of Postal Address, Re- 4 issuance of Missing Certificates, etc).
TOTAL 23
F ALL-PARTIES MEETINGS During the period under review, Zonal Office held all-parties meetings on the following cases:
(i) Madam Frances Datta Onwutuegbu Vs Mega Equities Limited held on Thursday, September 20, 2012. (ii) Mr Akabike Bona Chuba Vs Yobe Investments & Securities Limited held on Thursday, September 20, 2012.
F ANNUAL GENERAL MEETINGS: During the period under review, PHZO attended and reported on Annual General Meetings (AGM) of the following Companies: (i) Union Diagnostic and Services Plc. held on Monday, 9th July, 2012 at Prymids Hotels, Calabar, Cross Rivers State. (ii) Geo-Fluids Plc. held on Thursday, 23rd August, 2012 at Fluids House, off 58B Abuloma Road, Trans Amadi, Port Harcourt, Rivers State. 81
(iii) ABC Transport Plc. held on Friday, 31st August, 2012 at Imo Concorde Hotel, Owerri, Imo State. (iv) Arbico Plc. held on Friday, 7th September, 2012 at Le Meridien Ibom Hotel & Golf Resort, Nwaniba Road, Uyo, Akwa Ibom State.
82
LAGOS
REGISTRATION ACTIVITIES
During the quarter under review, a total of seventy-one (71) finger print samples were taken, out of which 70 report from the Police Headquarters Alagbon were forwarded to Abuja.
a) Annual General Meetings (AGMS)/EGM/CMB for the quarter
A total of forty-one 41 meetings were attended by the zone, which were
• Annual General Meeting - 29 • Extra-Ordinary General Meeting - 1
b) Annual General Meetings (AGMS) attended
S/NO NAME OF COMPANY DATE OF MEETING REMARKS 1 Berger Paints Plc 3rd July, 2012 Meeting was well conducted and all resolutions were passed and adopted. 2 Beta Glass Plc 4th July, 2012 Meeting was well conducted and all resolutions were passed and adopted. 3 Lagos State Government 10th July, 2012 “ 4 Lagos State Government “ “ 5 Nigeria International Growth “ Meeting was well conducted. Fund 6 C & I Leasing Plc 12th July, 2012 “ 7 ARM Discovery Fund “ Meeting was well conducted and all resolutions were passed and carried. 8 ARM Aggressive Growth Fund “ “ 9 Continental Reinsurance Plc 18th July, 2012 “ 10 Trans Nationwide Express Plc 19th July, 2012 “ 11 Niger Insurance Plc “ “ 12 Niger Delta Exploration & 25th July, 2012 “ Production Plc 13 Frontier Fund “ All motions were passed and adopted 14 Evans Medical Plc 26th July, 2012 “ 15 Livestock Feeds Plc 27th July, 2012 “ 16 Lotus Halal Investment Fund 31st July, 2012 “ 83
17 African Paints Plc 6th August, 2012 “ 18 Vono Products Plc 8th August, 2012 “ 19 Fidson Healthcare Plc 9th August, 2012 “ 20 Flourmills of Nigeria Plc 12th August, 2012 Meeting was well conducted and all resolutions were passed and carried. 21 Crystalife Assurance Plc 15th August, 2012 “ 22 Studio Press Nigeria Plc 16th August, 2012 “ 23 ARM Properties Nigeria Plc 28th August, 2012 “ 24 Redstar Express Plc 30th August, 2012 “ 25 Forte Oil Plc 14th Sept 2012 “ 26 Seven Up Bottling Company Plc 20th Sept 2012 “ 27 Honeywell Flour Mills Plc 25th Sept 2012 “ 28 Academy Press Plc 27th Sept 2012 “ 29 Premier Paints Plc “ “
c) Extra-Ordinary General Meetings (EGMS) attended
REMARKS/ S/NO. NAME OF COMPANY DATE HELD COMMENT 1 Onward Paper Mill 18th Sept., 2012 Resolution was unanimously carried
f) INSPECTIONS
Anti Money Laundering/CTF Inspection NATURE OF DATE OF S/N NAME OF COMPANY BUSINESS INSPECTION 1. Profund Securities Ltd Stock broking 21ST May, 2012 2 Partnership Investment Ltd “ 22nd May, 2012 3 Adonai Stockbrokers Ltd “ “
Inspection of Existing Securities NAME AND ADDRESS OF DATE OF S/N NATURE OF BUSINESS COMPANY INSPECTION 1. Riggs Ventures Plc Packaging 7th June 2012
Pre-Registration Inspection DATE OF S/N NAME OF COMPANY NATURE OF BUSINESS INSPECTION 1 Joe Akhigbe & Associates Estate Surveyor & Valuer 15/06/2012 84
2 SFC Securities Limited Broker Dealer “ 3 Rockville & Co. Solicitors 20/06/2012 4 Meristem Trustees Ltd Trustees “
g) Observations from NSE Trading
S/NO DATE COMMENTS 1 NEW LISTING FG9B2019S3: A total volume of 50,000,000 units valued at N50,000,000,000 of 16.00% FGN JUN 2019 Series 3 was admitted on the daily official list of The Exchange on July 6th, 2012. By this, the total number of Federal Government listed bonds becomes twenty eight (28).
9.50% FGN AUG 2012 bond was delisted on September 1st, 2012, thereby reducing the number of FGN to twenty-five (25). 2 UAC OF NIGERIA UAC Of Nigeria Plc’s Memorandum of PLC Understanding With livestock Feeds Plc –
The Company notified The Exchange that UAC of Nigeria Plc and Livestock Feeds (LSF) Plc have signed a Memorandum of Understanding for UAC’s plans to make an equity investment in LSF Plc. The proposed investment was driven by potential synergies between the two companies in the animal feeds industry. It was in accordance with UACN’s strategy which envisages the building of a portfolio and partnerships that deliver long-term growth and best immediate and long-term value for the company and its shareholders. The companies expect to conclude discussions upon receipt of all the required approvals. The proposed transaction according to the company will augur significant development of the agro-allied business industry, a key pivot of Nigeria’s drive for enhanced Agricultural Sector contribution to the national economy. 3 LIVESTOCK FEEDS Livestock Feeds Plc Memorandum of PLC: Understanding With UAC Of Nigeria Plc - Livestock Feeds (LSF) Plc had notified The Exchange that it had signed a Memorandum of Understanding with UACN Plc for UACN Plc’s plans to make an equity investment in LSF Plc. The proposed investment was driven by potential synergies and complementarities between the two companies in the animal feeds industry. The investment 85
will further accelerate the growth agenda of livestock Feeds Plc delivering value to all shareholders and improve the market patronage significantly in the agro-allied business industry which had been on a decline in the past years. The companies expect to conclude discussion upon receipt of all requisite approval. 4 DANGOTE FLOUR Announcement - Dangote Flour Mills (“DFM”) Plc had MILLS PLC notified The Exchange that in furtherance to its earlier announcement vide our Market Bulletin LCU/05/08/011, the company was aware that its majority shareholder Dangote Industries Limited (“DIL”) and Tiger Brands Limited (“Tiger”) have reached an agreement in principle regarding the terms of a potential transaction that would, if implemented, result in Tiger’s acquisition of 63.35% 0f DFM’s issued capital. 6 July 2012 Market Operations Department 7
The proposed share sale and purchase agreement (“SSPA”) has been submitted to the Securities and Exchange Commission (SEC) for approval. Whenever SEC approves the terms and conditions of the SSPA, DIL and Tiger intend to execute the SSPA and upon fulfillment of all conditions precedent, Tiger will become the majority shareholder in Dangote Flour Mills Plc. 5 GUARANTY TRUST Board Meeting – The Company notified The Exchange BANK PLC: that its Board of Directors was scheduled to meet on Wednesday, July 18, 2012, to consider the Audited Financial Statements for the half-year ended June 30th, 2012. Issues related to interim Dividend were to be discussed at the meeting. 6 A G LEVENTIS Retirement - The Company notified The Exchange of (NIGERIA) PLC the retirement from the Board, Prince Ademola Adetona as Director of the A. G. Leventis (Nigeria) Plc with effect from July 5th, 2012. 7 NEIMETH The Company notified The Exchange of the appointment INTERNATIONAL of the following persons as Non-Executive Directors of PHARMACEUTICALS Neimeth International Pharmaceuticals Plc via a Board PLC: Resolution of 20th December, 2011. 1. Prof. Maurice M. Iwu 2. Sir Ike Onyechi 3. Chief Thomas T. Osobu 8 BERGER PAINTS The Company notified The Exchange that its 52nd Annual NIGERIA PLC: General Meeting was successfully held at the External 86
Ballroom, Federal Palace Hotel, Ahmadu Bello Way, Victoria Island, Lagos, on 3rd July, 2012.
The following Resolutions were made:
1. Dividend: A dividend of 70k per share was unanimously approved by the shareholders at the meeting.
2. Re-election of Directors: Messrs Olowokande C. A. and Obieri, R. C. retiring Directors were re-elected at the meeting.
3. Remuneration of Auditors: The meeting authorized the Board of Directors to fix the remuneration of the External auditors for the year ended 31st December, 2011.
4. Audit Committee: The following Directors were appointed to represent the Board on the Committee: · Mr. O. O. Akinpelu · Mr. Abi Ayida · Chief Musa Danjuma While the following shareholders were elected by majority votes: · Mrs. Mary Joke Shofolahan · Mr. Eke Chibuzor Emmanuel · Hon. Odebiyi Anthony.
4. Remuneration of Directors: The meeting approved a remuneration of Directors totaling N1, 850,000 for the year ended 31st December, 2011.
STANBIC IBTC A member of Standard Bank Group, announced that it will BANK PLC: hold a court ordered meeting of its shareholders with the aim of adopting a holding company (HoldCo) structure. The name of the proposed HoldCo had been registered as Stanbic IBTC Holdings PLC.
This new structure will be proposed to shareholders in compliance with the revised regulatory framework by the 87
Central Bank of Nigeria which required banks to divest from non-core banking businesses or adopt a holding structure. The new structure came into effect in September 2012.
The operating subsidiaries of the new holding company will be Stanbic IBTC Bank (including Stanbic Nominees Nigeria Ltd), Stanbic IBTC Asset Management Limited, Stanbic IBTC Pension Managers Limited, Stanbic IBTC Stockbrokers Limited, Stanbic IBTC Trustees Limited, Stanbic IBTC Capital Limited, and Stanbic IBTC Investments Limited. NIGERIAN BAG Notified The Exchange of the appointment of Mr. Abiodun MANUFACTURING Ogunkoya, the former Deputy Managing Director as the CO. PLC: new Managing Director, while Mr. Kevin Wernberg came on Board as Deputy Managing Director. Mr. Abiodun Ogunkoya has been with Bagco for over 30 years and most recently as the Deputy Managing Director of the Company for the past 3 years. He brought deep general management experience to this role. Mr. Kevin Wernberg the newly appointed Deputy Managing Director will have operational and technical oversight of the business. 9 CONTINENTAL They notified The Exchange that it’s Regional Office in REINSURANCE PLC: Nairobi has now been registered as a subsidiary of Continental Reinsurance Plc in compliance with the Kenyan Regulatory requirements. The company will operate and be known as Continental Reinsurance Limited.
Continental Reinsurance Plc owns 65% of the shares of the new company. With the new subsidiary, Continental Reinsurance Plc will be able to participate in Life Insurance which has been domesticated in Kenya and will also benefit from the preference given to local companies on other classes of Insurance businesses. This was expected to boost premium income and profit significantly. 10 UAC OF NIGERIA Notified The Exchange of its proposal to acquire a PLC: majority stake in Portland Paints & Products Plc.
The two companies have signed a Memorandum of Understanding (MOU) on the terms of the proposed transaction which will, if implemented result in UACN 88
acquiring a majority equity stake in Portland Paints. The proposed transaction will be executed through acquisition of shares from some existing shareholders of Portland Paints Plc by UACN Plc, which may trigger a take-over bid. Upon conclusion of the transaction, UACN Plc and the selling shareholders will sign Share Sale & Purchase Agreements after obtaining all requisite approvals.
UACN Plc believed that the proposed transaction will deepen its presence in the Coatings market, and achieve scope and economies of scale in procurement, production and distribution. 11 PORTLAND PAINTS Notified The Exchange that it was in negotiations with AND PRODUCTS UAC of Nigeria Plc. (UACN), regarding the proposed NIGERIA PLC: acquisition of a majority equity stake in Portland Paints and Products Plc by UACN.
Portland Paints and UACN Plc had signed a Memorandum of understanding on the terms of the proposed transaction which, if implemented, will result in UACN acquiring a majority equity stake in Portland Paints. Portland Paints and Products Plc further stated that, it has reached an agreement “in principle” regarding the terms of the transaction and will immediately begin negotiating a Definitive Transaction Agreement. 12 UNITED BANK FOR UBA Plc notified The Exchange of the appointments of AFRICA PLC: Mrs. Rose Ada Okwechime and Mrs. Owanari Duke as Non-Executive Directors on its Bank, effective July 13, 2012. 13 NIGERIAN The Company notified The Exchange of the election of AVIATION Alhaji Suleiman Yahyah as Chairman Board of Directors of HANDLING Nigerian Aviation Handling Company Plc. Also Messrs COMPANY PLC: Ikechukwu A. S. Nwachukwu and Christopher Oshiafi were appointed Non- Executive Directors, effective July 11, 2012. 14 GUARANTY TRUST The Company notified The Exchange of the approval of ASSURANCE PLC: shareholders at the Extra-Ordinary General Meeting of the Company held on July 17th, 2012 to change its name from Guaranty Trust Assurance Plc to MANSARD INSURANCE PLC. The Company s registered address remains Plot 1412, Ahmadu Bello Way, Victoria Island, Lagos, while its website address has changed to www.mansardinsurance.com. 15 CONOIL PLC: Re-Appointment – 89
The Company notified The Exchange that the Board of Directors of Conoil Plc at its meeting held on Thursday, 12th July, 2012 approved the re-appointment of Dr. Moses Ebi Omatsola who is seventy (70) years of age and who will retire by rotation from the Board at the 42nd Annual General Meeting and being eligible has offered for re-election at the AGM. A special notice seeking a resolution of member at the Annual General Meeting approving his re-appointment shall be given to members. 16 UNIC INSURANCE Notified The Exchange of the appointment of Ernst and PLC: Young as the External Auditors of Unic Insurance Plc following the expiration of term of Akintola Williams Deloitte, the Company’s former Auditors.
The appointment which had already taken effect was subject to ratification by the shareholders of the company at its next Annual General Meeting.
17 THE TOURIST Notified The Exchange of the resignation of Mr. David COMPANY OF Charles Coutts-Trotter (a Director) from its Board, NIGERIA PLC: effective November 8, 2011. Also, the Company informed The Exchange that one of its Directors, Dr. Alexander Uruemu Ibru died on November 20, 2011. 18 MULTIVERSE PLC: Notified The Exchange that it had taken some bold steps to consolidate its quarry business via expansion into Abuja market with the setting up of 1.2m metric ton per annual plant in Apo village and expansion into solid mineral in Nassarawa State.
The company further stated that it was currently expanding its operations into exploration of solid mineral namely, Lead ore (Galena). To this end, it has acquired an exploration License EL187 dully endorsed by Cadastre Office in line with the Nigerian Minerals and Mining Act 2007.
In its quest to be the market leader in mining sub sector, the company stated that it was seeking strategic alliance with Multinational Companies off-shore. This, the company believed will provide superior technical 90
knowhow, leverage cheaper and longer term funds to expand its operations with the resultant improvement in profitability. 19 TRANSNATIONAL Transnational Corporation of Nigeria Plc had notified The CORPORATION OF Exchange that Chief O. B. Lulu-Briggs, one of the longest NIGERIA serving Directors of Transcorp, had retired from the Board (TRANSCORP) PLC: with effect from May 3, 2012. Consequently, and in line with the provisions of the articles of Transcorp, Chief (Mrs.) Seinye O. B. Lulu-Briggs who served as an alternate to Chief Lulu-Briggs has ceased to be an alternate Director of Transcorp.
The Company had also informed The Exchange that Mrs. Angela Nwabuoku, a non-Executive Director has changed her name to “Ms. Angela Aneke”. The retirement and name change have respectively been accepted and noted by the Board of Directors. Consequently, as at July 24, 2012, the Board of Directors of Transcorp comprises of the following: 1. Tony O. Elumelu, MFR Chairman 2. Obinna Ufudo President/CEO 3. Olorogun O tega Emerhor, OON Non-Executive Director 4. Mohammed Nasir Umar Non-Executive Director 5. Kayode Fasola Non-Executive Director 6. Julius Kpaduwa Non-Executive Director 7. Angela Aneke Non-Executive Director 8. Sternley Inye Lawson Non-Executive Director 9. Chibundu Edozie Non-Executive Director
20 OANDO PLC: They were pleased to update all stakeholders that a closing date of July 24, 2012 had been set for the proposed acquisition by Exile Resources Inc. (“Exile”) of the upstream exploration and production division of Oando and certain related matters in exchange for 100,339,025 post-consolidation common shares in the capital of Exile. Upon completion of the acquisition, Oando will own approximately 94.6% of Exile. 21 SKY BANK PLC: Notified The Exchange that its Board had approved the appointment of Mr. Abdul Akhor Bello as Non-Executive Director of the Bank on April 25, 2012. His appointment has been approved by the Central Bank of Nigeria and was ratified by Shareholders at the Annual General Meeting of the Bank held on May 24, 2012. Similarly on 91
May 25, 2012, the Board approved the appointment of the Bank’s second Independent Director, Mrs. Ammuna Lawan-Ali. Her appointment has also been approved by the CBN and will be presented for members ratification at the next Annual General Meeting of the Bank 22 ACCESS BANK PLC: Notified The Exchange that it has successfully concluded the Access Bank debut Eurobond issue which was launched last week after a roadshow in Europe and USA. The issue was launched to raise the sum of USD350 million and the Bank received commitments from a diverse group of leading global institutional investors for approximately USD500 million. The commitments were scaled down to reflect the USD350 million that the Bank sought to raise. 23 Supplementary The rights issue of 2,677,079,286 ordinary shares of 50 Listing kobo each at par of Niger Insurance Plc was listed on the Daily Official List of the Exchange on Friday, 27th July, 2012. The issued shares of the company are now 8,413,677,757.
The Rights issue of 263,651,183 ordinary shares of 50 kobo at N1.69 kobo per share of Vono Products Plc was listed on the Daily Official List of The Exchange on Friday, 7th September 2012. By this action, the Issued Shares of the Company are now 563,651,183 shares.
A total of 3,495,153,610 units ordinary shares of Unity Bank Plc were added to the shares outstanding of Unity Bank Plc arisen from the bonus issue. With this, the outstanding shares of the company stood at 37,170,729,695
PREMIER PAINTS PLC A total of 48,000,000 ordinary shares of 50 kobo each at N1.00 per share were added to the issued shares of Premier Paints Plc on Wednesday 15th August 2012 on the conclusion of Special Placing having obtained all regulatory approval.
24 NIGERIAN STOCK The Exchange announced the launch of the NSE Lotus EXCHANGE Islamic Index on Monday 30th July, 2012. 25 GUARANTY TRUST The Company notified The Exchange of the approval of ASSURANCE PLC: shareholders at the Extra-Ordinary General Meeting of the 92
Company held on July 17th, 2012 to change its name from Guaranty Trust Assurance Plc to MANSARD INSURANCE PLC. The Company s registered address remains Plot 1412, Ahmadu Bello Way, Victoria Island, Lagos, while its website address has changed to www.mansardinsurance.com. 26 NSE The Exchange on Friday, 20th July 2012, created a new sub-sector: Micro-Finance Banks Sub sector under the Financial Services Sector of the Daily Official List.
The Exchange has officially changed the name of one of its sub-sectors under Construction/Real Estate sector from Non-Building/Heavy Construction to Infrastructure/Heavy Construction. The change took effect from 11th July, 2012.
The Exchange announced the launch of the NSE Lotus Islamic Index on Monday 30th July, 2012.
The Exchange on Monday, 3rd September 2012 moved Beta Glass Plc from Consumer Goods sector (Household Durables sub-sectors) to Industrial Goods sector (Packaging/Containers sub-sector)
The Exchange has informed the following companies to comply with the reporting requirements of the Financial Reporting Council – IFRS and resubmit the accounts for presentation to the market.
1. Pharma Oasis Insurance Plc 2. Deko Plc 3. Cornerstone Insurance Plc 4. Premier Paints PlcJuli Plc 5. African Paints (Nigeria) Plc 6. Union Ventures Plc 7. Afromedia Plc 8. Aluminium Extrusion Industries Plc 9. Mutual Benefits Assurance Plc 10. Red Star Express Plc 11. SCOA Plc – First Quarter Accounts 12. ABC Transport Plc – First Quarter Accounts
FULL SUSPENSION: Starcomms Plc shares were placed on Full Suspension on 93
17th August 2012. This is because of the potential capital reconstructing exercise by the company.
2. LEGAL AND INVESTIGATION
In the Second quarter of the year, forty-three (43) new complaints were received.
In order to resolve these matters and prevent continuous exchange of correspondences, thirteen (13) all parties meetings were convened and held during the period under review.
Lagos Zonal Office (LZO) treated a total of One hundred and twenty six (126) complaints, Nine (9) out of these cases were successfully resolved and four (4) matters were referred for enforcement action in the Head Office.
The following were few matters handled during the period.
1. Name of File: Akinfenwa Stephen Olugbemileke Vs. Summit Finance and Company Ltd
Subject Matter: Complaint on unauthorized sale of shares.
Action Taken: Investigation commenced by exchange of correspondence. After which, an all parties meeting was scheduled and the following the conflicts raised by parties.
The operator was directed to repurchase the complainant’s shares sold and that the collateral for the margin loan be used to offset the outstanding balance of investor’s indebtedness.
2. Name of File: Bisola Ojo & Co. Forte Financials Limited
Subject Matter: Non-purchase of shares/refusal to refund the deposited sum.
Action Taken: Action commenced in this matter by the exchange of several correspondences which was followed by 94
several all parties meetings. The Commission has since given its directive to the operator in this matter which it has refused to comply with.
Matter will be forward for enforcement action to the SEC Head Office.
95