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Tag: SEC

  • CBN, SEC formally approve Access, Diamond merger

    CBN, SEC formally approve Access, Diamond merger

    The Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) have approved the merger of Access Bank Plc and Diamond Bank Plc, the last major regulatory hurdle for the consummation of the business combination.

    Both banks at the weekend confirmed receipt of the final approval from the financial services authorities.

    The final go-ahead came on the heels of the recent approval of the merger by shareholders of both banks at a meeting specially convened by the order of the Federal High Court (FHC). The CBN and the SEC had earlier granted “approval–in-principle”, a no-objection approval, to the merger.

    With the final approval of the scheme, the banks will now submit the scheme of merger to the FHC for its judicial sanction, which seals the merger.

    Under the merger terms, Diamond Bank will transfer all its assets, liabilities and undertakings to Access Bank and the entire issued share capital of Diamond Bank shall be cancelled and Diamond Bank shall be dissolved without being wound up.

    In exchange, Diamond Bank’s shareholders shall receive a cash consideration of N1 per share and two ordinary shares of the enlarged Access Bank for every seven ordinary shares of Diamond Bank held as at the effective date.

    Access Bank will be the post-merger entity with its Group Managing Director Herbert Wigwe continuing to lead the post-merger management as chief executive. The business combination is expected to leapfrog post-merger Access Bank as Nigeria’s largest bank by total assets and one of Africa’s largest retail banks.

    At the separate court-ordered meeting in Lagos, shareholders had overwhelmingly approved the scheme of merger for the business combination and authorised the directors of the banks to take such actions as may be necessary to give effect to the scheme including listing of the scheme shares on the Nigerian Stock Exchange (NSE).

    Directors and management of the banks believed the merger will create significant values for all stakeholders, underlining the inherent synergies and value accretion in the business combination.

    The combination is expected to form a leading Tier 1 Nigerian bank and the largest bank in Africa by number of customers, spanning three continents, 12 countries, 3,100 Automated Teller Machine (ATM), more than 33,000 Point of Sales (PoS) terminals, 27 million clients and more than 10 million mobile customers.

    Diamond and Access bank share many of the same areas of focus, including women, youth, entrepreneurs and the financially excluded and will be able to further develop their positioning and market leadership in these growth sectors. Diamond Bank’s corporate customers will also be able to benefit directly from Access Bank’s corporate expertise in trade finance, cash management, treasury and corporate finance.

    Wigwe said the two banks share several common values and technologies that make the business combination a seamless one.

    According to him, the merger of the banks will create significant opportunities and benefits to customers, shareholders, staff and other stakeholders.

    He noted that the combination of Diamond Bank’s strong retail customer franchise and Access Bank’s proven risk and capital management expertise will create a post-merger bank with strong value creation potential.

  • CBN, SEC grant approval in principle to Access, Diamond banks’ merger

    CBN, SEC grant approval in principle to Access, Diamond banks’ merger

    Access Bank and Diamond Bank Plc have obtained approval in principle from the Central Bank of Nigeria and the Securities and Exchange Commission on their proposed merger plans.

    Access Bank Executive Director, Personal Banking, Mr. Victor Etuokwu, said in Lagos that CBN and SEC had granted both banks approval in principle for the merger process.

    Etuokwu said that the banks were awaiting the final approval which would be granted after convening shareholders meeting.

    “So far, we have gotten approvals up to approval in principle. There are three approvals that we need for this process.

    “The first one is the pre-order approval which is like the first approval, the next approval is the approval in principle.

    “The final approval comes after approval in principle and it will come after you have convened your shareholders meetings,’’ Etuokwu said.

    He said that the banks would convene shareholders meetings in February, noting that the approval would be taken to court once approved by the shareholders.

    Etuokwu said all the processes including final approval would be completed in the next 60 days.

    He said that the new bank would remain committed to retail and corporate banking to drive financial inclusion for desired growth and development.

    “We need to invest in retail market to drive economic growth, this is what the new bank will do, a strong corporate and a strong retail bank,’’ he said.

    On staff retrenchment, Etuokwu said that members of staff would be retrained for different roles in case of overlapping.

    “Staff will be retrained for new roles where there are overlaps, one of the branches can be converted to an e-branch or Automated Teller Machine gallery,’’ he added.

    Mr Robert Giles, in charge of Retail, Diamond Bank said that integration of both banks had commenced for seamless service delivery.

    Giles said that ATMs of both banks could be used by customers at no cost, noting that they were committed at taking costs away from customers.

    Access Chief Executive Officer, Mr. Herbert Wigwe, at a joint news conference recently said it had already finalised terms and obtained regulatory approvals for a Tier II capital issuance to raise $250m available for draw down in January 2019.

    He said that the bank had also obtained “No Objection’’ from the CBN to undertake a Rights Issue to raise up to N75bn or $207m in the first half of 2019.

    Wigwe said that shareholder approvals and other regulatory approvals to that effect would be obtained before the offer opens.

    He noted that the fund raising exercise would accelerate the capital management plan to support retail growth previously set out in the bank’s five-year strategy.

    Wigwe said that the bigger entity was ready to absorb the staff of Diamond Bank at the completion of the deal by end of Jun, without any disengagement.

     

  • We won’t prosecute multiple accounts holders, SEC assures Nigerians

    Nigerians have once again been enjoined not to entertain any fears of prosecution but take steps to regularize their multiple subscription accounts in order to obtain the benefits of their investments in the capital market.

    Acting Director General of the Securities and Exchange Commission, SEC, Mary Uduk stated this during an interview in Abuja.

    Uduk said such investors should not entertain any fears of prosecution as the Commission is only interested in ensuring investors have the benefits of their investments.

    According to her, “They are not going to be prosecuted, we just want them to come forward and take back their shares and register them properly with CSCS so that the trading float in the market will increase.

    “The forbearance window for shareholders with multiple subscriptions has been extended by another year from the December 31, 2018 deadline previously communicated. Consequently, we enjoin those who have not come forward for the regularization of shares purchased with multiple identities, to do so.”

    Uduk also enjoined investors to take advantage of the on-going e-dividend registration in a bid to reduce the unclaimed dividends profile as well as increase liquidity in the capital market and the economy.

  • Merger: We are yet to receive official notification from Access, Diamond Banks – SEC

    Merger: We are yet to receive official notification from Access, Diamond Banks – SEC

    The Securities and Exchange Commission (SEC) on Monday said it was yet to receive official notification of the proposed merger between Access Bank Plc and Diamond Bank Plc.

    The apex capital market regulator, insisted that only the formal application will form the basis of regulatory approval.

    “The SEC received on Monday, Dec 17 2018, notice of intention by Diamond Bank and Access Bank to merge. The Commission is currently waiting for their formal application,” SEC stated.

    Under extant rules, mergers and acquisitions must be approved by SEC to kick-start the formal process of the transaction, following which the parties will approach the Federal High Court for an order to hold an extraordinary general meeting of their shareholders for their approvals. The Nigerian Stock Exchange (NSE) will also have to approve the merger while the Federal High Court must authorise the final approved merger documents to conclude the transaction.

    Investors appeared to respond positively to the business combination yesterday at the NSE as the share prices of the banks rose by nearly the highest daily allowable change at the stock market. Diamond Bank recorded the highest gain of 9.47 per cent to close at N1.04 while Access Bank followed with a gain of 9.40 per cent to close at N8.15 per share.

    Market sources said the price rally was stimulated by the prospects and consideration of the merger. According to the proposal, Access Bank will acquire the entire issued share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger. Based on the agreement reached by the boards of the two banks, Diamond Bank shareholders will receive a consideration of N3.13 per share, comprising of N1.00 per share in cash and the allotment of 2 new Access Bank ordinary shares for every seven Diamond Bank ordinary shares held as at the implementation date.

    The offer represents a premium of 260 per cent to the closing market price of 87 kobo per share of Diamond Bank on the NSE as at the close of business on December 13, 2018, the date of the final binding offer.

    After the completion of the merger, Diamond Bank will be absorbed into Access Bank and it will cease to exist under law. The current listing of Diamond Bank’s shares on the NSE and the listing of Diamond Bank’s global depositary receipts on the London Stock Exchange will be cancelled, upon the merger becoming effective. Diamond Bank expects the transaction to complete in the first half of 2019.

     

  • Nigeria’s infrastructure deficit to hit $878 by 2040 – SEC

    The Securities and Exchange Commission (SEC) on Sunday said that the country’s infrastructure deficit would hit 878 billion dollars by 2040 and called for active utilisation of green bond for infrastructural gap.

    Ms Mary Uduk, SEC Acting Director-General, said this at the 2018 annual workshop organised by the Capital Market Correspondents Association of Nigeria (CAMCAN) in Lagos.

    She said that Nigeria should tap into green bond opportunities, adding that the commission would continue to promote an active enabling and regulative environment for its issuance.

    “The future holds opportunities for renewable energy, energy efficiency, infrastructure, food, agriculture and the task ahead is to ensure funds are channeled to green projects with multiple socio-merits,” Uduk said.

    She said there must be more domestic participation in green bonds investment for Nigeria to claw its way out of deficit in infrastructure, power and energy, transportation and eliminating environmental degradation.

    Uduk, who was represented by Head, Registration and Market Infrastructure Department, SEC, Mr Emomotimi Agama, said that it was necessary for Nigeria to stand at the fore-front of innovations and initiatives.

    She said that the second tranche of green bonds which had been issued, presented an opportunity for the country to solve its infrastructural deficit.

    “The biggest opportunity, to my mind, which green bond issuances will present, is the potential to solve Nigeria’s infrastructural deficits, improve agriculture and alleviate poverty while also protecting the environment. – a multi-faceted strategy,” she said.

    Also speaking, Mr Bola Onadele, the Managing Director, FMDQ OTC Securities Exchange, said that 155 billion dollars had been realised from the green bonds issuance, thereby gaining attention of investors.

    Onadele who was represented by Mr Emmanuel Etaderhi, Senior Vice President, Economic development division at the Exchange, said that the country’s resources was not growing in tandem with the rising population.

    He said that the reason for Nigeria’s woeful performance in the power and energy sector was due to its inability to tap into energy utilisation from the sun like other European countries.

    According to him, the challenges affecting green bonds include low level of local participation in green bond verifiers, lack of investible projects, cost of verification and lack of understanding on the part of key investors.

    “Green bond investors enjoy waivers relating to tax and in the next 15 years, we will require $7 trillion in investments connecting sustainable finance to capital markets,” he said.

    He noted that the FMDQ had set a sustainable finance committee to engage private and public and will engage in training partnership with FSD Africa and Climate Bond Initiative (CBI).

    Commenting further, Director, Climate Finance Advisor, CBI, Dr Jubril Adeojo, said that green bonds was made for Africa and with the deficits seen in major sectors of the economy.

    Adeojo stated that green bond opportunities were enormous, noting that the nation would focus more on renewable energy, hybrids to reduce the consumption of fossil fuels.

    The workshop was themed: Exploring Green Bond market for economic growth.

     

  • SEC launches green bond rules

    SEC launches green bond rules

    The Securities and Exchange Commission (SEC) officially launched the Green Bonds issuance rules at a ceremony on Monday.

    Speaking at the launch of the rules, Ms. Mary Uduk, Ag. Director-General, SEC stated that, “As Nigeria strives to harness the resources of non-oil sectors to anchor the transition to a more resilient economy, there is the urgent need to close the country’s infrastructure gap with investments in sustainable finance initiatives.

    “The SEC’s release of the green bond rules is a significant step in furthering the complementary efforts of the government, regulators and the financial services industry to direct financial capital to more sustainable economic activity”.

    Green bonds are special bonds issued to finance or re-finance in part or in full new and existing eligible environmental or climate projects.

    According to Dr Evans Osano, Director of Financial Markets at the Financial Sector Deepening Africa (FSD Africa): “We laud SEC Nigeria for the professional and quick turnaround in the preparation of the guidelines.

    “The new guidelines are prepared in line with leading international guidelines and standards providing confidence to domestic and international investors.

    “It also provides certainty to issuers of green bonds in Nigeria. FSD Africa is pleased to have supported this process which is a milestone for the Nigeria green bonds market”

    Mr. Olumide Lala, Africa Markets Programme Manager, Climate Bonds Initiative, explained that “the launch of the rules brings much needed clarity and guidance on the issuance of green bonds. Adopting the tenets of the Green Bond Principles and Climate Bonds Standard makes it easier to attract foreign investment where needed.”

  • SEC Extends Deadline for Investors to Regularise Multiple Accounts

    SEC Extends Deadline for Investors to Regularise Multiple Accounts

    The deadline earlier set for investors and shareholders in the Nigerian capital market to regularise their multiple accounts has now been extended by one year.

    Acting Director General of the Securities and Exchange Commission (SEC), Ms Mary Uduk, while briefing newsmen last Thursday on outcome of the last Capital Market Committee (CMC) meeting for this year in Lagos, said the forbearance window was no longer December 31, 2018, but December 31, 2019.

    “I am delighted to report that on the lingering issue of multiple subscriptions and forbearance for shareholders with multiple accounts, the CMC agreed that the forbearance window should be extended by another year from the December 31, 2018 deadline previously communicated.

    “We expect investors to take advantage of this opportunity to claim their unclaimed dividends and bonuses,” Ms Uduk informed capital market journalists.

    On the distribution of annual accounts to shareholders of publicly quoted firms electronically, the SEC boss said shareholders have largely accepted the new initiative and were willingly providing their email addresses.

    According to her, the committee agreed that further sensitisation would be carried out by stakeholders to enlighten shareholders on the benefits of the initiative.

    Speaking on the issues of identity theft in the capital market, Ms Uduk said SEC will work with other major stakeholders in setting up a committee that will look into and proffer solutions to problems around identity management in the Nigerian capital market.

     

  • SEC invalidates NEM Insurance’s 48th AGM

    SEC invalidates NEM Insurance’s 48th AGM

    Nigeria’s Security Exchange Commission Tuesday invalidated the 48th annual general meeting of NEM Insurance held in June and all the resolutions reached at the meeting.

    The insurance was also mandated to reconvene the AGM, with proper notice given to shareholders and in line with extant laws.

    Nigerian Stock Exchange had fined the insurance company the sum of N575,505.00 in October for contravening Section 19:8 of its Rulebook.

    The section states in part, “Upon receiving the approval of The Exchange every Issuer shall immediately publish on its website the Notice of Meeting, circulars, annual reports, scheme document and other information memorandum that will be considered at the general meeting.”

    A number of shareholders including Eaton Acquisitions, Premium Green Limited, Starvest Limited, Three Sea Investment Limited and Oluwaseyilola A. Ojo had notified NSE of the NEM Insurance’s infraction.

    The shareholders asked NSE to reverse the special resolution proposed and passed at the AGM to raise additional capital through a private placement at a price below the market price of NEM Insurance stock.

    SEC, in a letter sent to Olayinka Olajuwon & Co., the solicitors to some aggrieved shareholders of the company by its acting head of Enforcement Department, said NEM Insurance failed to give the required 21-day notice to its shareholders.

    The Commission also accused Apel Capital Registrars contracted by NEM Insurance to dispatch the notice of the meeting of using an unregistered courier company to send the notice to some of its shareholders in Lagos only.

    SEC said the action of the insurance company violated the provisions of Section 217 and Section 220(1) of Companies and Allied Matters Act (2004) and Section 214 of Security and Exchange Commission’s Code of Corporate Governance for Public Companies of 2013.

    It said its decision has been communicated to Corporate Affairs Commission for necessary action.

  • SEC approves take over of 10m shares of Ensure Insurance

    A wholly owned subsidiary of Allianz SE, Societe Fonciere Europeenne B.V., has been given the approval to fully acquire 10 million ordinary shares of Ensure Insurance Plc.
    This approval was given by the Securities and Exchange Commission (SEC) and the acquisition is through a mandatory take-over.
    It gathered that the takeover was priced at 72 kobo and opened on the NASD Securities Exchange on September 26, 2018 and will close October 22, 2018.
    “In order to accommodate this exercise, the shares of Ensure Insurance Plc have been suspended from trading on the NASD OTC Securities Exchange for the duration of the Mandatory Take-Over Offer up until October 22, 2018,” a statement from NASD disclosed.

  • SEC issues December deadline for registration of unlisted securities

    SEC issues December deadline for registration of unlisted securities

    The Securities and Exchange Commission (SEC) on Friday issued Dec. 31 deadline to public companies to register all their securities with the commission to boost the NASD Over-The-Counter (OTC) market.

    NASD PLC is the promoter of the OTC trading platform that eases secondary market trading of all unlisted securities in the country.

    Ms Mary Uduk, SEC Acting Director-General, disclosed this at the second post Capital Market Committee (CMC) meeting in Lagos.

    Uduk said all public companies in Nigeria had till the end of this year to ensure that trading in their securities was done through SEC approved platform.

    “Already, the commission has distributed letters to all registrars to fast track compliance with the rule and ensure that public companies abide by the stipulated deadline,” she said.

    According to her, to accelerate compliance, the commission will ensure that companies filing their returns must provide evidence in form of letters to show due registration with the regulatory authority.

    Uduk said the commission had identified companies with shares trading actively on the OTC platform without registering their securities with the apex regulator.

    “If companies are bringing returns to us, we will check if the company has registered the securities with SEC, if yes, then the company must provide evidence of SEC registration letter,” she said.

    Uduk said the commission might decide to adopt other means to ensure compliance after the Dec. 31 deadline.

    Speaking on measures to make the primary market more active, she said the commission would streamline the entire issuing process, in addition to the issuing cost reduction achieved in 2017.

    The measure, according to Uduk is to fast-track the entire process of raising bonds and equities in the capital market and make the issuing process more attractive to investors.

    “We are almost through with the report.

    “We are working with the Nigerian Stock Exchange to ensure that any document filed with the exchange are not requested for a second filing at the SEC to fast tract the system,” she said.

    Uduk noted that an impact assessment made on the cost reduction for primary equity and fixed income issues last year impacted on the market and attracted more issuers to the market.

    “After one year we did an impact assessment to see how the cost reduction impacted to market.

    In March, 2017, the commission released a draft rule seeking reduction in cost of primary equity and fixed income issues by various trade groups in the capital market.