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Tag: SEC

  • SEC proposes N1b capital for nominee companies

    The Securities and Exchange Commission (SEC) has proposed new rules to serve as guide to nominees companies operating in the country.

    In the document posted on its website on August 3, 2018 titled ‘Exposure of Sundry Amendments to the Rules and Regulations of the Commission,’ SEC is proposing a minimum of N1 billion capital for nominees companies, which it said must be “formed by a bank or other financial institution for the purpose of holding securities and other assets and administering them on behalf of the actual owners under the terms of a custodial or nominee agreement.”

    SEC explained that “the business of the nominee shall be to take title of property, money or securities in trust for and on behalf of clients as nominee for, or representative of such clients, to hold and deal with such property, money or securities strictly in accordance with any directions given by the respective clients from time to time to the nominee.”

    It also stated that “a nominee shall not engage in any business or activity except the business of nominee companies described above,”

    In addition, the parent company/shareholders, which must be financial institutions, should have a combined minimum net worth of N30 billion, in addition to a current Fidelity Bond covering at least 25 percent of the minimum capital.

    SEC is proposing that a nominee shall have minimum of three sponsored Individuals, one of whom shall be a compliance officer. The Managing Director of the company shall at all times be among the sponsored individuals by complying with the requirements for registration of sponsored individuals.

    It further said a nominee shall have necessary infrastructure, including vaults for safe custody of title documents, agreements etc. and information technology capability required to effectively discharge its functions.

    It must also provide detailed curriculum vitae of sponsored individuals and directors which should include details of activities from secondary school to date arranged chronologically with dates; (all gaps in employment and educational history should be explained).

    In addition, copies of credentials of sponsored individuals from secondary school to date (including NYSC discharge/ exemption certificates); originals are required for sighting by officers of the commission.

    “Sponsored individuals shall meet the requirements specified in the SEC Rules on Sponsored Individuals and Compliance Officers and Qualifications of Sponsored Individuals and Compliance Officers.

    “Police clearance report for each Sponsored Individual: Each sponsored individual is to report at the Commission’s head office or any of its zonal offices with three recent passport photographs to commence the process.

    “Copy of means of identification of the Directors and the Sponsored Individuals of the Company (International Passport, Driver’s license or Permanent Voters Card).

    “Profile of the nominee which should include among others brief history of the company, organizational and shareholding structure, principal officers as well as details of past and current activities.

    “Operational manual and organizational chart of the company, Business plan amongst others.

    SEC also said the “nominee shall not carry out any business except the business of Nominees prescribed in these rules; not invest in securities; put in place a robust risk management procedure and mechanism for compliance with Anti Money Laundering/Combating Financing of Terrorism (AML/CFT) regulations; keep clients’ assets in such a manner as to protect them from foreclosure, appropriation/attachment by creditors or liquidators of the nominee; and in the event of a decision by the nominee to discontinue business, notify the commission and its clients within 24 hours.”

    “The nominee shall notify the clients of their obligation to appoint another custodian/nominee within 30 days from the date of the notice and the nominee shall transfer assets to the appointed custodian/ nominee of the clients within 5 working days, failing which the commission shall appo

  • SEC files preliminary objection against suspended DG’s suit

    The National Industrial Court, Abuja, on Thursday adjourned until Oct. 24 hearing of the preliminary objection filed by Securities and Exchange Commission (SEC), in the suit instituted against it by its suspended Director-General, Mounir Gwarzo.

    Justice Sanusi Kado, adjourned the suit after listening to submissions of counsel and ordered that hearing notice be served on the Attorney-General of the Federation who has no legal presentation in court.

    Gwarzo was suspended in November 2017, over alleged financial misappropriation.

    When the case came up for mention, the claimant counsel, Adetayo Adeyemi, told the court that all the defendants had been served with originating processes.

    Chris Uche (SAN), SEC’s counsel,said he had filed memorandum of conditional appearance and served the claimant’s counsel with preliminary objection.

    Chinedu Achumie, counsel to the Minister of Finance, acknowledged that they had been served by the claimant, but were yet to reply.

    Adeyemi acknowledged that SEC counsel had served them with preliminary objection, but they were yet to reply as they were served on Wednesday.

    The claimant is seeking a declaration that his appointment as D-G of SEC is valid, legal and subsisting.

    A declaration that the Administrative Panel of Inquiry set up by the Minister of Finance was biased, partial and against the principle of natural justice.

    The suspended D-G is also seeking an order of the court to set aside the report of the Administrative Panel of Inquiry that indicted him.

  • SEC confirms talks with MTN Group on $500m public offer

    The Securities and Exchange Commission (SEC) on Wednesday confirmed that MTN Group had finally commenced discussions with the commission on its proposed 500 million dollars Initial Public Offering (IPO).

    A senior management staff of SEC who pleaded anonymity said that MTN had commenced discussion with the commission on the IPO.

    The source said that although talks were ongoing, the company was yet to formally file its application for the IPO.

    He said the commission was committed to investors’ protection, and that their interest would be protected in the ongoing discussion.

    The source said SEC would remain committed to the development of the nation’s capital market and listing of more multinationals.

    Another source at the Nigerian Stock Exchange (NSE), who declined to be mentioned, also said that the NSE had not yet received an official filing from the company.

    There were reports recently that MTN Group Ltd. was perfecting plans to raise about 500 million dollars from the sale of shares in its Nigerian business in the first half of 2018.

    Standard Bank Group Ltd. and Citigroup Inc. had been advising MTN on the disposal of as much as 30 per cent of its Nigerian unit on the NSE.

    MTN had agreed to list the Nigerian unit as part of June 2016 agreement to pay one billion dollars fine for missing a deadline to disconnect unregistered subscribers amid a security crackdown.

    Recall that MTN recently appointed a Nigerian investment firm, Chapel Hill Denham, as lead manager for the planned sale of 500 million dollars shares in its Nigerian business during the first half of this year.

    It also appointed South Africa’s Rand Merchant Bank, Renaissance Capital and Vetiva Capital as joint issuers to the offer.

    The telecoms firm also appointed seven placement agents that would help market the shares.

  • SEC partners IFC, AFDB on Sukuk investment

    The Securities and Exchange Commission (SEC) on Friday expressed plans to work with International Finance Corporate (IFC), African Development Bank (AFDB) for development of Sukuk bond investment.

    Ms Mary Uduk, SEC new Acting Director-General said that the commission would engage with IFC, AFDB, state governments and Federal Mortgage Bank to include Sukuk option in their capital investment plans.

    Uduk disclosed this on the sidelines of the First Capital Market Committee 2018 news conference in Lagos.

    Sukuk is common in Islamic finance and is the Arabic term for financial certificates. It is the equivalent of bonds, which are common in the western world since earning interest is not allowed in Islam.

    Sukuk bonds are structured to fulfill Islamic law, which prohibits charging and paying interest. If a financial instrument complies with Islamic law, it can be categorised in accordance with its tradability and non-tradability in secondary markets.

    “The next level of engagement was to work with national entities such as IFC and AFD, state governments and institutions like Federal Mortgage Bank, among others to include Sukuk option in their capital investment plans,” she said.

    Uduk said that the commission would also partner Nigerian Mortgage Refinance Company on Sukuk bond to strengthen financial inclusion and for market growth and development.

    She said that the technical committee on non-interest capital market reported that the first sovereign Sukuk bond was issued in 2017.

    Uduk said that a total of 1,600 retail investors investing about N5 million in the instrument.

    She said the capital market was moving toward electronic Initial Public Offering (IPO), noting that the Nigerian capital market was working to adopt the trend.

    She said that IPO committee was set up on April 19 to work on modalities for issuance of e-IPOs in the country.

    Uduk said that the committee comprised SEC, NSE, the Association of Stock broking Houses of Nigeria, Association of Issuing Houses of Nigerian, CSCS, Institute of Capital Market Registrars and Fund Managers Association, among others.

    She said that the committee was given three weeks timeline to work out the modalities.

    Uduk said that a number of stakeholders had indicated interest to issuance e-IPOs, noting that, SEC would harmonise the reports and existing rules before its implementation.

    She assured all investors and the capital market community that the new management would ensure continuity of existing policies, especially the Capital Market 10-year master-plan.

    Uduk said that the new team would leverage on the existing strategies to boost investor confidence.

    According to her, the team was committed to effective implementation of the capital market master-plan.

    She, however, called on investors to desist from investing in unapproved instrument such as bitcoins to avoid loss of funds.

  • Adeosun reassigns portfolios in SEC, appoints Acting DG

    The Honourable Minister of Finance, Mrs. Kemi Adeosun, on Friday approved the reassignment of portfolios in the Securities and Exchange Commission (SEC).

    Ms. Mary Uduk will assume the position of Acting Director-General of the Commission. Uduk’s appointment is governed by the provisions of the Investments and Securities Act (ISA), 2007 and the conditions of service applicable to the Director-General of the Commission.

    The Minister, in a letter dated 13th April, 2018, said Uduk’s appointment had become necessary to ensure effective regulation of the Capital Market. Her appointment will, subject to satisfactory performance, subsist until further notice.

    The Minister also announced the redeployment of the former acting Director-General of the Commission, Dr. Abdul Zubair, to External Relations Department.

    She further made the following reassignment of the under-mentioned persons –

    i. Reginald C. Karawusa – Acting Executive Commissioner, Legal and Enforcement;

    ii. Isiyaku Tilde – Acting Executive Commissioner, Operations;

    iii. Henry Roland Adekunle – Acting Executive Commissioner, Corporate Services.

    The new Acting Director-General joined the Commission in 1986 as an assistant financial analyst. Her career as a regulator has spanned many functions and departments in the Commission, from corporate finance, administration, to providing structural, policy and due diligence for capital market transactions. She has also been responsible for managing several landmark capital market projects, including the registration of Capital Market Operators, articulating rules for bonds and equities; Mergers, acquisitions and Takeovers, and managing the banking and insurance industry consolidations between 2005-2007.

    Uduk served as the pioneer Head of the Operations Division in the Lagos Zonal Office, and has headed the following Departments in the Commission: Internal Control, Investment Management, Financial Standards and Corporate Governance and Securities, and Investment Services Department, among others.

    Meanwhile, the Federal Ministry of Finance has requested for a formal explanation from the SEC of the recent communications between the Commission and the Nigerian Stock Exchange (NSE), which adversely impacted market confidence.

     

  • SEC extends e-dividend registration deadline to March 31

    The Securities and Exchange Commission (SEC) has extended its free e-dividend registration deadline to March 31.

    A senior management staff in the commission, who pleaded anonymity made the disclosure in an interview with newsmen in Lagos.

    The official said that the deadline was extended in principle for the third time for the operators to clear their e-dividend backlogs.

    The e-dividend refers to online payment of dividends to investors rather than through post.

    The advantage of e-dividend is that it allows all accrued dividends to be credited to an investor’s bank account directly.

    The aim is to stem the rising problem of unclaimed dividends in the capital market.

    The source said that the main reason for the extension was to clear the backlogs and to work out details of how the parties involved in the exercise would get their share.

    The source said the parties involved in exercise were the registrars and the Nigeria Interbank Settlement System, adding the appointed banks were currently working out the sharing formula for the registration fee.

    He said that the commission would not come publicly to announce another extension, noting that no investor would be charged for delay in the registration until April 1.

    The source said that low investors’ response to the exercise contributed to the commission’s decision to give room for enrolment of more investors.

    SEC in June, 2017 extended the underwriting cost of investors’ e-dividend registration to Dec. 31, 2017 against the earlier deadline of June 30, 2017.

    It also on Jan. 18 extended the deadline to Feb. 28, 2018, to encourage more shareholders’ participation in the scheme.

  • SEC to resume forensic audit of Oando Plc

    Dr Abdul Zubair, Acting Director-General, Securities and Exchange Commission (SEC) says it will resume forensic audit to probe Oando Plc based on petitions received by the commission from shareholders of the company.

    He disclosed this during a news conference on Tuesday in Abuja.

    Zubair noted that a forensic audit was initiated in 2017, and preliminary investigation was carried out.

    He said that based on some of the findings from preliminary investigation, the commission took steps to preserve the shareholders value and protect the investing public.

    This, he said, led to the technical suspension of the shares of Oando Plc and the commencement of a forensic audit.

    He, however, said that the audit was suspended because of two lawsuits that were initiated to stop the process.

    “The two law suits were filed by Oando Plc and some shareholders of the company to restrain SEC and the Nigerian Stock Exchange (NSE) from effecting a technical suspension on the shares of Oando.

    “The lawsuits were also intended to stop SEC from appointing a team of forensic auditors to conduct a forensic audit of the company,’’ he said.

    Zubair, however, said that Oando Plc. had withdrawn the pending lawsuit against the commission by an application heard and granted by the Court of Appeal on March 5, 2017.

    He also said that the application for withdrawal by the shareholders was heard and granted by the Federal High Court on Feb. 21.

    According to him, following the dismissal and the striking out of the two suits, SEC would be proceeding with the forensic audit.

    “Following the dismissal and striking out of the suits, SEC has duly informed the firm of Deloitte to proceed with the forensic audit.

    “The commission is committed to its primary mandate of protecting investors and will take all necessary steps to fulfill that mandate and uphold the integrity of the capital market,’’ Zubair added.

    He assured all stakeholders that following the removal of the legal impediments, the audit of Oando Plc, would proceed in a transparent and thorough manner.

    Zubair, however, did not give a time frame for the completion of the audit, but assured that it would be done in the shortest possible time.

    Zubair also assured that the commission would not interfere with the audit so that the outcome would be satisfactory.

     

  • JUST IN: SEC set to commence Oando audit

    The Securities and Exchange Commission (SEC) has announced its preparedness to commence the forensic audit of Oando PLC.

    The acting Director General of the Commission, Abdul Zubair , announced in Abuja on Tuesday that the two lawsuits filed by Oando PLC and some of it’s shareholders, which restrained the commencement of the audit process, have been vacated.

    “Following the dismissal and striking out of the suits, the SEC has duly informed the firm of Deloitte to proceed with the forensic audit,” Zubair said in a statement.

     

    More details to come….

  • JUST IN: Administrative Panel recommends SEC DG’s dismissal from Public Service

    …Gwarzo regrets collection of credit card as director of Medusa Investments regrettable

    The Administrative Panel of Inquiry has recommended the dismissal of the Director-General of the Securities and Exchange Commission (SEC), Mr. Mounir Gwarzo, from the Public Service of the Federal Government.

    The Panel also recommended that the suspended SEC director-general be referred to the Independent Corrupt Practices Commission for further investigation of the allegation of using his position to influence the award of contracts to Outbound Investments Limited.

    The report and recommendations of the API headed by the Permanent Secretary of the Federal Ministry of Finance, Mahmoud Isa-Dutse, were sighted by our correspondent.

    The Panel, in the report which has been submitted to the Minister of Finance, Kemi Adeosun, directed Gwarzo to refund the sum of N104,851,154.94 (one hundred and four million, eight hundred and fifty one thousand, one hundred and fifty four naira and ninety four kobo), being the severance package he approved and received.

    It noted that the holding of the position of the director-general of SEC, as well as a director in two private companies (Medusa Investment Limited and Outbound Investments Limited), was in breach of public service rule 030424, public service rule 030402 and Section 6 of the Investment and Securities Act, ISA 2007.

     

    Other recommendations by the Panel as stated in the report include –

     

    • Mr. Mounir Gwarzo should be referred to the ICPC for further investigation of the allegation of using his position as Director-General to influence the award of contracts to Outbound Investments Limited in view of the provisions of Sections 57 (12) (b) and 58 (5) of the Public Procurement Act, 2007;

     

    • Gwarzo should be dismissed from the Public Service of the Federal Government, in line with PSR 030402 (in relation to the allegation on Golden Handshake), having breached paragraphs 313 and 316(4) of the Financial Regulations (Government Notice No. 219 of 27th October, 2009)(engaging in extra budgetary expenditure without appropriate approval);

     

    • Should be discharged on the allegations of award of contracts to Medusa Investments Limited; award of contracts to other companies as mentioned in paragraph 5.1.1 and to which no relationship with Mr. Mounir H. Gwarzo was sufficiently established.

    The Panel, however, recommended that the cases of two management officers of the Commission – Mrs. Anastasia Omozele Braimoh and Mr. Abdulsalam Naif H. be referred to SEC for appropriate disciplinary action in line with the provisions of the Staff Manual of SEC.

    The Panel advised the Federal Government to re-orientate public servants to the very fact that the Public Service Rules and Financial Regulations are ground norms of every Government Service Contract, be it at the Federal, State or Local Government levels.

    It added, “Accordingly, all Government Extra-Ministerial Departments and Agencies should be made to understand that the PSR and FR are superior to whatever specific legislations and domestic arrangements that guide their operations, except when such issues were not covered by any provision of the PSR.”

  • SEC extends free e-Dividend registration to February 28

    The free electronic dividend (e-dividend) registration, which ended on December 31, 2017, has now been extended to Wednesday, February 2018.

    The initiative was put in place by the Securities and Exchange Commission (SEC), the apex regulatory agency in the Nigerian capital market.

    The e-dividend payment system was introduced to allow shareholders and investors get their money paid directly into their bank accounts.

    When deadline for the free registration ended last year, some stakeholders in the capital market appealed to SEC to extend the exercise.

    The regulator had earlier announced that though the registration was ongoing, shareholders, who did not meet the deadline, were only required to pay the sum of N150 to be part of it.

    But in a statement issue yesterday, SEC explained that in order to encourage more shareholders participation in the initiative and part of its developmental role, it has now extended the free registration to the end of next month.

    “SEC, as part of its developmental role, has extended the period for the free e-dividend registration till February 28, 2018, to encourage more shareholders mandate their bank accounts.

    “Accordingly, shareholders that are yet to register should continue to approach their banks or registrars to mandate their bank accounts for the collection of their dividends electronically, including unclaimed dividends, not exceeding 12 years of issue,” the statement issued in Lagos on Thursday said.