Category: Equities

  • CRC Credit Bureau wins award

    By Taofik Salako, Capital Market Editor

     

    RC Credit Bureau Limited (CRC) has won the Best Credit Bureau in Nigeria 2020 award by Capital Finance International (CFI.co), a print journal and online resource reporting on business, economics and finance with its headquarters in London, United Kingdom.

    Managing Director, CRC Credit Bureau Limited, Tunde Popoola said the company has grown to become the largest credit reporting agency in Nigeria, responsible for over 95 per cent of the nation’s recorded credit data from commercial banks, on-bank institutions, utility companies and retailers.

    He said the impressive market share was as a result of a well-designed organisational structure, fine-tuned processes and highly principled governance.

    “CRC creates a database of risk profiles deploying diligent research and data mining. Credit providers and borrowers alike rely on CRC Credit Bureau to facilitate informed lending and borrowing decisions with fast and hard facts. Creditors can access the CRC database to check a prospective borrower’s credit history or tailor new credit products using its tech-driven development tools,” Popoola said.

    He noted that accessing a credit line requires a good credit history, whether private person or corporate organisation and CRC foresees fintech partnerships filling the gap in financial inclusion.

    Read Also: Access Bank, Wigwe get awards

     

    According to him, with its partnership with Fair Isaac Corporation (FICO), a world-wide leader of credit analytics, CRC has developed a methodology to standardise credit scoring across the Nigerian market and with its latest partnership with Nova, it enables Nigerians who emigrate to the US take their credit history with them, giving them access to credit products and services.

    The CFI.co Judges Report noted that sustainable retail lending was fuelled by digitalization and data-driven decisions and confirmed CRC Credit Bureau as the obvious choice for the 2020 Best Credit Bureau (Nigeria) award.

    The report showcased CRC’s choice of international partnerships. Each year, CFI.co seeks out individuals and organisations in their various sectors of the economy who truly add value to stakeholders. The awards programme aims to identify and reward excellence wherever it is found, in the hope to inspire others to further improve their own performance.

    The Capital Finance International judges’ panel reviews information generated from independent sources during the nomination process and draw on their members’ expertise to identify candidates for award consideration.

     

  • FirstBank wins ‘Best Mobile Banking App’ award

    By Taofik Salako

    First Bank of Nigeria Limited has been named 2019 “Best Mobile Banking App” and “Fastest Growing Retail Bank”  by Global Business Outlook.

    The Global Business Outlook Award recognises and rewards excellence in business in companies across the world, both in the public and private sectors. The award rewards innovation, creativity and the drive to create value.

    Read Also: First Bank drives economic devt with FirstGem, says CEO

    FirstBank earned the Fastest Growing Retail Bank recognition because of its leading role in promoting financial inclusion in the country, a drive which has resulted in its 44,000 Agent Banking network designed to complement the provision of bespoke financial services at its over 750 branches nationwide.

    Speaking on the awards, Folake Ani-Mumuney, the Bank’s Group Head, Marketing & Corporate Communications said, “We appreciate the recognition of these awards by the respective awarding bodies. The awards are dedicated to all our customers across the globe as their continued patronage of our services is appreciated.

    We remain steadfast and would not rest on our laurels at rendering bespoke financial services tailored to meet the financial needs of our valued customers, irrespective of where they may be.”

  • Equities end bullish streak with N128b loss

    By Taofik Salako

    Nigerian equities suffered their first decline in the past four trading sessionson Tuesday as profit-taking transactions moderated the bullish streak at the stock market.

    Benchmark indices at the Nigerian Stock Exchange (NSE) indicated average decline of 0.83 per cent yesterday, equivalent to net capital depreciation of N129 billion. The decline moderated the average year-to-date return to 9.76 per cent.

    Aggregate market value of all quoted equities dropped from its opening value of N15.304 trillion to close at N15.176 trillion. The All Share Index (ASI)-the benchmark index that tracks share prices, declined from its opening index of 29,710.56 points to close at 29,462.76 points.

    Read Also: Stockbrokers call for financial market overhaul

    With 16 decliners to 15 advancers, the negative overall market position was mainly due to profit-taking transactions on large-cap stocks in the influential banking and industrial goods sectors. The NSE Banking Index declined by 3.58 per cent while the NSE Industrial Goods dipped by 0.45 per cent. Meanwhile, the NSE Consumer Goods Index appreciated by 0.34 per cent. The NSE Oil and Gas Index rose by 0.29 per cent while the NSE Insurance grew by 0.70 per cent.

    Nigeria’s largest quoted company, Dangote Cement led the losers’ with a drop of N2 to close at N173. Guaranty Trust Bank, Nigeria’s largest financial institution, followed with a drop of N1.80 to close at N32.20. Access Bank declined by 70 kobo to close at N10.05. BUA Cement dropped by 55 kobo to close at N36.45 while Zenith Bank slipped by 40 kobo to close at N22.35 per share.

    On the positive side, Lafarge Africa led the gainers with a gain of N1 to close at N17.35. Nigerian Breweries followed with a gain of 90 kobo to close at N52. MTN Communications Nigeria added 20 kobo to close at N128.50.

    Total turnover stood at 272.84 million shares valued at N3.71 billion in 4,945 deals. Zenith Bank was the most active stock with a turnover of 57.81 million shares valued at N1.31 billion.

    Analysts at Afrinvest Securities said they expected the performance in the market to remain mixed in the near term, although there are still opportunities for bargain hunting.

  • Union Bank raises N20b debt capital

    By Taofik Salako

    Union Bank of Nigeria (UBN) Plc on Tuesday closed the application list for a N20 billion short-term debt issuance aimed at strengthening the working capital of the commercial bank.

    UBN offered to raise N20 billion through the issuance of 180-day and 268-day commercial paper (CP). The offer period for the new issuance opened on January 16, 2020 and closed on Tuesday. The new issuance was issued under the bank’s N100 billion Commercial Paper (CP) Programme, which was launched in 2018.

    The bank had issued its debut issuance of Series 1 and 2 through which it successfully raised N24.3 billion in January 2019. The new issuance, Series 3 and 4 is targeted at institutional investors including pension and non-pension asset managers, as well as eligible high net-worth investors.

    Read Also: Union Bank reaches out to less-privileged

    The bank explained that the new funding would provide further working capital as it delivers on its promise to be Nigeria’s most trusted and reliable banking partner.

    Union Bank reaffirmed its position as one Nigeria’s leading financial service institutions noting that it has approximately 5.6 million active customers serviced across 280 branches and cash centres nationwide as well as asset base of over N1.8 trillion and total equity in excess of N240 billion as at September 30, 2019.

    The bank has been assigned ratings of A- by Agusto & Co, A- by DataPro and BBB+ by Global Credit Rating.

    Stanbic IBTC Capital Limited and Union Capital Markets Limited were the dealers on the CP issuance by the bank while the CPs will be listed on the FMDQ OTC Securities Exchange platform.

  • Royal Exchange’s directors hold emergency meeting on accounts

     Taofik Salako, Capital Market Editor

     

    DIRECTORS of Royal Exchange Plc are expected to meet today in an emergency meeting to consider the group’s financial statement for the immediate past business year.

    At the emergency meeting, directors of the insurance-led investment group are expected to receive and consider the unaudited financial statement for the year ended December 31, 2019.

    Under the rulesoft the Nigerian Stock Exchange (NSE), Royal Exchange is required to submit its audited financial statement and accounts, not later than 90 calendar days after the expiration of its business year. The deadline for submission is thus March 30, 2020.

    The interim report and accounts of the group for the first quarter ended March 31, 2019 had shown a general decline in performance.  Gross premium written dropped by 27 per cent to N5.6 billion in first quarter 2019 as against N7.68 billion recorded in first quarter 2018. Underwriting income declined by 12 per cent from N2.7 billion to N2.38 billion. Underwriting profit dropped by 55 per cent to N563.37 million in first quarter 2019 compared with N1.23 billion recorded in corresponding period of 2018.

    Read Also: Stock Exchange recovers N1.44b shares for investors

    The group recorded a pre-tax loss of N142.09 million in first quarter 2019 as against pre-tax profit of N572,40 million in first quarter 2018. After taxes, net loss rose to N187.56 million in first quarter 2019 as against net profit of N389.9 million in first quarter 2018. Loss per share thus stood at 4.0 kobo in first quarter 2019 as against earnings per share of 8.0 kobo in first quarter 2018.

    An investment fund set up by the German government recently acquired 39.25 per cent in Royal Exchange General Insurance Company (REGIC) Limited,  a subsidiary of Royal Exchange. The investment fund- InsuResilience Investment Fund (IIF) was set up on behalf of German government by KfW and managed by Swiss-based Impact Investment Manager BlueOrchard Finance Limited.

    The proceeds of the acquisition would help REGIC to spur growth by increasing its risk capital and supporting its underwriting capacity in agriculture, thus extending its outreach to low income farmers.

    Based in Luxembourg, IIF was set up by KfW, the German Development Bank, on behalf of the German Federal Ministry for Economic Cooperation and Development (BMZ). The overall objective of IIF is to contribute to adaptation to climate change by improving access to and the use of insurance in developing countries.

     

     

  • Equities open with N48b gains

    Taofik Salako, Capital Market Editor

     

    NIGERIAN equities reopened on Monday with continuing bargain-hunting across the sectors with nearly two in every three deals closed at premium. Increased demand for shares tickled the bulls, leaving the market with net capital gains of N48 billion.

    The All Share Index (ASI)- the benchmark value-based index that tracks share prices at the Nigerian Stock Exchange (NSE), posted average gain of 0.31 per cent to close at 29,710.56 points as against its opening index of 29,618.52 points. The rally nudged the average year-to-date return to 10.60 per cent.

    Aggregate market value of quoted equities also increased from its opening value of N15.256 trillion to close at N15.304 trillion, representing an increase of N48 billion.

    With 22 advancers to 12 decliners, most sectoral indices also closed on the upside. The NSE Industrial Goods Index rose by 1.95 per cent. The NSE Banking Index appreciated by 1.16 per cent. The NSE Insurance Index gained 1.10 per cent while the NSE Oil and Gas Index posted a return of 0.34 per cent. However, the NSE Consumer Goods Index declined by 3.14 per cent.

    Total turnover stood at 266.95 million shares valued at N4.18 billion in 5,052 deals. Banking stocks dominated the activities’ chart with Access Bank emerging the most active stock with a turnover of 37.84 million shares valued at N408.69 million. Zenith Bank followed with a turnover of 34 million shares worth N790.41 million. Guaranty Trust Bank placed third with 33.6 million shares worth N1.15 billion. FBN Holdings recoded a turnover of 22.81 million shares valued at N171.9 million while United Bank for Africa recorded a turnover of 18.07 million shares worth N1660.7 million.

    Read Also: Equities lose N181b in 2020 first decline

    Total Nigeria led the gainers with a gain of N10 to close at N117. MTN Nigeria followed with a gain of N1.70 to close at N128.30. BUA Cement chalked up N1 to close at N37. Cadbury Nigeria added 85 kobo to close at N10.85 while NASCON Allied Industries rose by 70 kobo to close at N15.70 per share.

    “We expect gains in the local bourse to persist, however there is a possibility for investors to take profit in the near term,” Afrinvest Securities stated.

    On the negative side, Nestle Nigeria led with a drop of N89.90 to close at N1,380. Unilever Nigeria followed with a drop of 50 kobo to close at N18. NCR Nigeria dropped by 40 kobo to close at N3.65. Oando lost 18 kobo to close at N3.52 while International Breweries declined by 10 kobo to close at N9 per share.

     

  • World’s central banks offer more seats to emerging markets

    Our Reporter

    The Bank for International Settlements (BIS) has decided to expand its central bank membership base and to increase collaboration by inviting central banks of more emerging market economies to join its membership base and committees.

    Established in 1930, BIS is owned by 60 central banks, representing countries from around the world that together account for about 95 per cent of world’s gross domestic products (GDP). BIS offers financial services to a broad client base comprising some 140 central banks, monetary authorities and international organisations worldwide. Nigeria is not yet a member of BIS.

    In a statement, BIS stated that the planned inclusion of more emerging market economies is in recognition of the significant growth of emerging markets and their increasing interconnectedness to the global market over the past decade.

    Read Also: Standard Bank sponsors UK-Africa investment summit

    According to BIS, the expansion will ensure that it remains true to its mandate as a forum for international cooperation and as a hub for central banks and other financial authorities.

    The BIS Board has decided to invite the central banks of Kuwait, Morocco and Vietnam to become members of the BIS. This is the first such expansion since 2011 and will take the number of members to 63.

    Also convening in Basel, the Global Economy Meeting (GEM) agreed to expand the membership of two of the central bank committees based at the BIS, the Committee on the Global Financial System (CGFS) and the Markets Committee.

    The CGFS, a central bank forum for monitoring and analysing broad financial system issues, will invite Argentina, Russia, Saudi Arabia, South Africa and Thailand to join. This will take the number of central bank members to 28.

    The Markets Committee, which monitors financial market developments, will invite Indonesia, Malaysia, Russia, South Africa and Turkey to join. This will take the number of central bank members to 27.

    Chairman, Bank for International Settlements (BIS),  Jens Weidmann said reviewing membership at regular intervals ensures that the membership base remains in keeping with the bank’s global profile and its mandate to promote global monetary and financial stability.

    Chairman, Global Economy Meeting (GEM), Mark Carney noted that with the expansion, emerging market economies (EMEs) would make up about two fifths of the membership of each committee.

    “In the last decade, EMEs have become much larger and ever more connected to the global financial system. Having a representative range of views on financial market and monetary matters will benefit the citizens of EMEs and advanced economies alike,” Carney said.

  • Continental Re reverts as core investor buys out Nigerian shareholders

    Our Reporter

    After two decades as a public limited liability company and nearly 13 years of listing on the Nigerian Stock Exchange (NSE), Continental Reinsurance Plc at the weekend reverted to a private limited liability company as the foreign core investor concluded the process of a buyout of all other shareholders.

    The NSE at the weekend delisted the entire paid up share capital of Continental Reinsurance, concluding the transition of the Nigeria-based Pan-African reinsurance company from a publicly quoted company to a wholly owned private subsidiary of CRe African Investments Limited (CRe Investments) , the erstwhile foreign majority investor.

    CRe Investments had in 2018 launched its bid to acquire all outstanding ordinary shares of Continental Reinsurance, offering direct cash payment or shares exchange. The delisting from the NSE at the weekend finalised the scheme of arrangement that transferred Continental Reinsurance to CRe Investments as a wholly-owned subsidiary.

    Continental Reinsurance was incorporated in 1985 and started business as a private reinsurance company in Nigeria. In January 1987, it began to operate as a general reinsurer and then became a composite reinsurer in January 1990, offering both treaty and facultative life and non-life reinsurance, with a well-diversified business mix and customer base.

    As part of its goal to become a recognized leading reinsurance company in Africa, it converted to a public limited liability company in 2000. After it recapitalised to the tune of N10 billion in 2007, it listed its shares on the NSE in May 2007.

    With five client service centres in Nigeria, Cameroon, Cote d’Ivoire, Kenya and Tunisia with Nigeria as headquarters, it has grown a diversified portfolio across some 43 countries.

    The NSE had earlier suspended trading on the shares of Continental Reinsurance after the company completed major stages in its quests to delist its shares voluntarily from the NSE and revert to private limited liability company.

    The board of Continental Reinsurance said CRe Investments undertook the buyout in order to initiate a much needed restructuring exercise for Continental Reinsurance, with a view to consolidating its operations and repositioning it for enhanced competitiveness in the global insurance market.

    The acquisition was executed through a Scheme of Arrangement under Section 539 of the Companies & Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004 and other applicable rules and regulations.

    CRe Investments had initially offered N2.04 per share for the 10,372,744,314 ordinary shares of 50 kobo each or one ordinary shares of $1 each in the capital of CRe Investments for every 176 ordinary share of 50 kobo each held in Continental Reinsurance. However, the scheme consideration was revised upward from N2.04 to N2.10 per share, with the new price representing 51.08 per cent premium on the share price of Continental Reinsurance as at the close of trading on October 5, 2018 which was the last business day prior to the date on which the proposal was received from CRe African Investments Limited.

  • Equities net capital gains hit N104.7b

    Our Reporter

    Nigerian equities rallied net capital gain of N104.7 billion last week to push the total net capital gains so far this year to N1.34 trillion.

    Nigerian stocks overran a midweek profit-taking scare and sustained a two-day consecutive positive session to close weekend with average return of 0.69 per cent, representing net capital gains of N104.7 billion for the immediate past week.

    The sustained rally nudged the average year-to-date return for  equities to 10.34 per cent, equivalent to net capital gain of N1.34 trillion. The stock market has traded this year mostly on the positive side, after a steep decline and a negative average full-year return of -14.60 per cent for the 2019 trading year, equivalent to net capital depreciation of N1.71 trillion for the year. It had recorded negative average full-year return of -17.81 per cent in 2018.

    The All Share Index (ASI)- the benchmark value index that tracks all share prices at the Nigerian Stock Exchange (NSE) rose from the week’s opening index of 29,415.39 points to close weekend at 29,618.52 points. Aggregate market value of all quoted equities also rose from its week’s opening value of N15.175 trillion to close at N15.256 trillion. The growth rate of market capitalisation was reduced by the weekend delisting of Continental Reinsurance. The ASI and market capitalisation of equities had opened 2020 at 26,842.07 and N12.958 trillion.

    Read Also: Equities continue decline with N114b loss

    Total turnover stood at 2.09 billion shares worth N26.47 billion in 24,262 deals, compared with a total of 2.68 billion shares valued at N32.65 billion traded in 30,956 deals two weeks ago. Financial services sector led the activity chart with 1.117 billion shares valued at N13.693 billion traded in 13,739 deals; thus contributing 53.51 per cent and 51.73 per cent to the total equity turnover volume and value. The healthcare sector followed with 521.893 million shares worth N182.965 million in 420 deals. The conglomerates sector placed third with a turnover of 123.606 million shares worth N573.907 million in 1,164 deals.

    The three most active stocks were Union Diagnostic & Clinical Services Plc, Access Bank Plc and Zenith Bank Plc, which  accounted for 877.992 million shares worth N8.399 billion in 5,251 deals, contributing 42.06 per cent and 31.73 per cent of the total equity turnover volume and value.

    Also, a total of 8,871 units of Exchange Traded Products valued at N36.909 million were traded in 20 deals compared with a total of 15,390 units valued at N13.095 million traded in 32 deals two weeks ago.

    At the sovereign debt market, a total of 53,219 units of Federal Government bonds valued at N58.147 million were traded in 16 deals compared with a total of 64,840 units valued at N71.362 million exchanged in 30 deals penultimate week.

    There were 21 gainers and 42 losers last week as against 51 gainers and 20 losers recorded in the previous week, underlining the fact that the positive overall market position was driven by gains recorded by large-cap stocks.

    Forte Oil led the gainers, in percentage terms, with a gain of 21.89 per cent to close at N20.60. Beta Glass followed with a gain of 18.77 per cent to close at N63.90 while GlaxoSmithKline Consumer Nigeria rose by 13.21 per cent to close at N6 per share.

    Consolidated Hallmark Insurance led the losers with a drop of 14.29 per cent to close at 36 kobo. NEM Insurance dropped by 13.66 per cent to close at N1.96 while BUA Cement declined by 12.2 per cent to close at N36 per share.

    “Looking ahead, while we expect profit-taking to continue in the coming week, we still see significant legroom for a further rally as the elevated maturities from fixed income instruments hunt for investment vehicles. Nonetheless, we advise investors to cherry-pick fundamentally sound stocks,” Cordros Securities stated at the weekend.

    Analysts at Afrinvest Securities said they expected “a positive market performance in the coming week, although there are opportunities for profit taking”.

    Globally, quoted equities sustained a generally positive outlook across the advanced, frontier and emerging markets. United States’ benchmarks- S & P 500, NASDAQ and Dow Jones Industrial Average (DJIA) rose by 1.6 per cent, 1.9 per cent and 1.6 per cent.

    United Kingdom’s FTSE All Share Index rose by 1.3 per cent. France’s CAC 40 Index appreciated by 1.1 per cent while Germany’s XETRA DAX Index posted a gain of 0.3 per cent. The MSCI EM Index, which tracks emerging markets, apprecietd by 0.6 per cent while the MSCI FM Index, which tracks frontier markets, posted a higher gain of 1.4 per cent.

  • Directors in massive shares sale amid bullish rally

    By Taofik Salako, Capital Market Editor

    Directors and insiders in many quoted companies have executed major shares sales amid sustained rally at the  stock market.

    Nigerian equities closed weekend with a net return of N1.34 trillion for the 12 trading sessions so far in 2020.

    Reports obtained at the weekend indicated that not fewer than three major insiders had sold substantial shares in recent days, including transactions in two of Nigeria’s five leading banks and a major divestment in a pioneer waste management company.

    The reports indicated that board members in United Bank for Africa (UBA) and Access Bank sold shares worth nearly N600 million. Also, DVCF Oil and Gas Plc, a major shareholder in The Initiates Plc, divested its 37.32 per cent equity stake in the waste management company in transactions valued at about N233 million. In another instance, a director in United Capital purchased the shares of the investment banking group.

    Market sources told The Nation at the weekend that the disclosures on insiders’ dealings involving board members were part of the efforts by the Nigerian Stock Exchange (NSE) to enhance transparency at the stock market.

    A source said the NSE will still review the transactions by the board members to ensure that they did not violate the closed period rules, a period preceding board’s decision on financial statements and other issues that may have material impact on the share price or shareholding structure of the company.

    Directors and other insiders are precluded from trading on the shares of their companies during the close period. The closed period usually ends some 24 hours after the release of the financial statement or other decisions to the investing public. Stock market authorities enforce closed period to prevent directors and other insiders from taking advantage of price-sensitive information.

    The NSE had in 2019 launched a comprehensive review of insiders’ dealing rules to block loopholes being exploited for surreptitious trading in shares by directors and other insiders of quoted companies. The review was aimed at tightening disclosure requirements for price-sensitive information and insiders’ dealings. The review included a specific direction on disclosure of directors’ dealing in their own shares of the company and greater investigative mandate that enables the Exchange to track history of such transactions.

    The review specifically required that in the event of directors’ dealing in their own shares in the company, or engaging in any purchase of shares of the company, the company shall after being notified of the transaction, immediately, and in any event not later than 24 hours after becoming aware, file the full details of the transaction on the NSE’s Issuers’ Portal. The NSE’s Issuers’ Portal is used for direct dissemination of information by quoted companies to the market.

    The company is required to fully disclose transactions on directors’ shares including indirect and indirect shareholdings, the name of the director and or any related entities, as well as the counterparties and the date on which the transaction was effected.

    Besides, a quoted company is expected to establish securities trading policy, which among others, mandates all directors, persons discharging managerial responsibility and persons closely connected to them such as wives and children of directors as well as other insiders such as professional advisers and contractors to notify the company through the company secretary of any transaction conducted on their own shareholdings in the company within two business days from the transaction settlement date. When the new rules take effect, the company will also now be required to maintain a record of such transactions.

    Also, all quoted companies and other issuers shall keep written and other auditable forms of evidence of all transactions in their securities by their insiders, all information liable to be disclosed to the Exchange under its rules, and retain such records for a period of not less than six years.

    The companies will also be expected to make records or information on insiders’ transactions available to the Exchange for inspection from time to time as well as cooperate fully and promptly with all inspections or investigations conducted by the Exchange by responding to all enquiries by the Exchange promptly through sharing of information, documents and details.

    Besides, the review also expanded the scope of information that must be disclosed on an immediate basis by a quoted company or any other issuer to include “all price-sensitive information”.

    The new amendments seek to include financial liquidity issues, restatement of a previously published financial statement, operational or compliance related issues regarding any regulatory infractions resulting in any penalty, monetary or otherwise that may affect the company’s license or operations and litigation and dispute with a material impact such as winding up of the company within the definition of price-sensitive information that must be disclosed on an immediate basis. However, the company must obtain the approval of the Exchange before publishing such information.

    The amendments also expanded the scope of notification on board of directors’ meeting to include any meeting where interim or audited financials will be considered as well as other price-sensitive information. Such notice must reach the Exchange seven days ahead compared with the existing requirement of 14 days.

    Existing designated price-sensitive information include changes in the directorate; death, resignation, dismissal or appointment of a principal officer, change in the accounting year, annual and quarterly reports, new capital raising, mergers and acquisitions and alteration in Memorandum or Articles of Association, profit warnings or a change in the financial forecast or expectation, restructuring exercise or changes in the capital structure, takeover, tender offers, divestments, proposed change in the business model or general character or nature of the business of the company or of the group, major new developments in the company’s sphere of activities including major new products, contract awards and expansion plans;, change in voting control or in beneficial ownership of the securities carrying voting control, items of unusual or non-recurrent nature, and any other information necessary to enable shareholders to appraise the true position of the company and to avoid the establishment of a false market in the shares of the company.