Category: Investors

Transcorp Hotels Plc has opened acceptance list for its N10 billion new capital raising, paving the way for shareholders of the hotel and tourism company to recapitalise the business.

Transcorp Hotels, owners of Transcorp Hilton Abuja and Transcorp Hotels Calabar, is raising N10 billion through the issuance of 2.66 billion ordinary shares of 50 kobo each at N3.76 per share to prequalified shareholders. The rights were pre-allotted to existing shareholders on the basis of seven new ordinary shares for every 20 ordinary shares of 50 kobo each held as at Monday, July 13, 2020.

Acceptance list for the rights issue opened Monday, October 5, 2020 and will run till close of business on Wednesday, November 11, 2020.

The shares are being issued from the authorised share capital of the company which is at N7.50 billion of 15 billion ordinary shares of 50 kobo each. Post-offer fully paid-up share capital will be N5.13 billion of 10.26 billion ordinary shares of 50 kobo each.

Shareholders had earlier at an extraordinary general meeting last month in Lagos approved the N10 billion rights issue. The Nigerian Stock Exchange (NSE) has also approved the rights issue, which will be listed as supplementary shares on the Exchange.

Chairman, Transcorp Hotels, Emmanuel Nnorom said the approval and endorsement of the rights by shareholders empowered the board and management to look to the future with confidence despite the current harsh operating environment.

Managing Director, Transcorp Hotels Plc, Mrs. Dupe Olusola, said the company’s track record of excellent service delivery has positioned it as the first choice for international and local guests.

“We are not resting on our oars but working round the clock to innovate new products and services to further delight our guests, notable of such is the launch of asset-light strategies to deepen our hospitality footprints across Africa,” Olusola said.

She added that while the world has been greatly impacted by the COVID-19 pandemic, with the hospitality industry being one of the hardest hit, Transcorp Hotels is optimistic about a great recovery for the sector.

She noted that shareholders’ approval for new capital raising shows that shareholders have confidence in the future of the company, assuring that the company will continue to play their part in ensuring a significant recovery to the Nigerian hospitality industry.

A Non-Executive Director, who also represents the Ministry of Finance Incorporated on the board, Alexander Adeyemi, pointed out that given the challenging times the hospitality industry faces, it has become critical to inject funding into the business for a stronger balance sheet.

“Transcorp Hotels has maintained a history of excellent performance in the hospitality industry, and this is a bold step towards the achievement of its long term goals,” Adeyemi said.

Transcorp Hotels is the hospitality subsidiary of Transnational Corporation of Nigeria Plc. It owns and operates Transcorp Hilton Abuja, which provides luxury accommodation, excellent cuisine, conferencing and leisure facilities to business travellers and tourists from all over the world. The company also holds 100 per cent interest in Transcorp Hotels Calabar Limited, which owns and operates the Transcorp Hotels in Calabar.

Arrangements are being concluded for the commencement of trading by stockbrokers on the FMDQ Securities Plc.

Chairman, Association of Securities Dealing Houses of Nigeria (ASHON), Chief Onyenwechukwu Ezeagu said the final report from the committee set up by the association’s governing council has been submitted.

“In our resolve to create new streams of income for our members, we intensified efforts through the FMDQ Committee to establish a trading relationship with the FMDQ. The committee has submitted its final report and we are at the last stage of onboarding our members to trade on the FMDQ platform,” Ezeagu said during the annual general meeting of the association.

Read Also: Shareholders approve PZ Cussons’ assets sale to WAMCO

Public Relations Officer, Association of Securities Dealing Houses of Nigeria (ASHON), Ms Ify Ejezie said the onboarding, training and fixing of applicable fees would be seamless.

She said ASHON has been on the vanguard of ensuring that its members take advantage of an array of business opportunities created by the emergence of more Securities Markets such as FMDQ, NASD OTC Plc and Lagos Commodities and Futures Exchange (LCFE).

According to her, the move is expected to reverse the situation whereby stockbrokers are not so active in trading fixed income securities on the FMDQ, whereas the financial instrument was the hub of transaction on the Nigerian Stock Exchange in the past.

By Taofik Salako Deputy Group Business Editor

The Nigerian Stock Exchange (NSE) has lifted suspension on trading in the shares of RT Briscoe Nigeria Plc after the company submitted its outstanding financial statements to the market.

Audited report and accounts of RT Briscoe for the year ended December 31, 2019 showed that turnover rose from N5.18 billion in 2018 to N6.94 billion in 2019. Gross profit dropped from N1.46 billion to N1.66 billion. It recorded a pre-tax loss of N1.24 billion in 2019 as against N2.17 billion in 2018. After taxes, net loss stood at N1.28 billion in 2019 compared with N2.19 billion in 2018.

The NSE, had on September 1, this year suspended trading on RT Briscoe and five other companies over their inability to comply with extant corporate governance rules and best practices that mandate them to submit their financial statements within a specified period.

The suspended companies included FTN Cocoa Processors Plc, Medview Airline Plc, Niger Insurance Plc, R.T. Briscoe (Nigeria) Plc, Union Dicon Salt Plc and Capital Oil Plc.

In a circular, the NSE stated that it has lifted suspension on RT Briscoe Nigeria after the automobile company submitted its outstanding financial statements.

Listing and regulatory rules at the capital market require all quoted companies to submit their annual audited report and financial statement not later than 90 days after the end of the financial year. More than 85 per cent of quoted companies including all banks, insurers, major manufacturers, oil and gas companies and conglomerates use the Gregorian calendar year ending December 31 as their business year. Thus, the deadline for the submission was Monday, March 30, 2020.

However, with the disruptions caused by the COVID-19 pandemic, both the NSE and Securities and Exchange Commission (SEC) extended the deadline for submission of annual report and accounts by 60 days, till May 29, 2020.

The NSE stated that the companies were suspended after the expiration of the “grace” period and many notifications demanding the submission of the financial statements.

“In accordance with the rules set forth above, the suspension of trading in the shares of the above listed companies will only be lifted upon the submission of the relevant accounts and provided the Exchange is satisfied that the accounts comply with all applicable rules of the Exchange,” NSE stated.

By Taofik Salako Deputy Group Business Editor

Shareholders of PZ Cussons Nigeria Plc have approved the sale of a portion of its Ikorodu Industrial Estate to FrieslandCampinaWamco Nigeria Plc. The portion housed NUTRICIMA factory.

At an extraordinary general meeting (EGM) in Lagos, shareholders approved resolutions authorising the Board of Directors of PZ Cussons Nigeria to conclude the sale and transfer of the land assets.

Chairman, PZ Cussons Nigeria Plc, Chief Kola Jamodu, explained that the operations of NUTRICIMA in some respects integrated with those of the PZ Cussons Nigeria as land assets used by NUTRICIMA for its operations is owned by PZ Cussons Nigeria.

He outlined that the sale of the immovable assets would bring many benefits to shareholders of PZ Cussons Nigeria including increase in the retained earnings of the company by unlocking value in the company’s real property assets.

NUTRICIMA Nigeria Limited, a manufacturer of dairy products, is owned by Milk Ventures Limited, a UK-registered limited liability company- owned by PZ Cussons Plc U.K. PZ Cussons UK is the parent company of PZ Cussons Nigeria Plc.

Shareholders okayed the role of PZ Cussons Nigeria as the property seller of the factory premises of Nutricima, in furtherance of the proposed sale of the business and assets of Nutricima Limited to FrieslandCampina Wamco Nigeria Plc and FrieslandCampina Nederland B.V.

The transaction includedthe sale and transfer to FrieslandCampina Wamco Nigeria Plc of all that portion of land measuring 67,733.235 square meters situate within Plot 20A Ikorodu Industrial Scheme in Ikorodu, Lagos State, Nigeria, carved out from the property covered by Certificate of Occupancy No. 6/6/1998E issued by the Lagos State Government on June 28, 1998 and has been registered as Number 6 at Page 6 in Volume 1998E in the Lands Registry of the Lagos State Government, alongside all rights and investment interests in the buildings and improvements.

Also, shareholders empowered the board of PZ Cussons in relation to all such other acts, arrangements and roles of by the company, contemplated and made in furtherance of the divestment transaction under the transaction documents, notably, the assets purchase agreement dated March 13, 2020 and the property transfer agreement, executed, amongst others, between the company, Nutricima, FrieslandCampina Wamco and FrieslandCampina Nederland B.V subject to the procurement of requisite regulatory approvals for the transaction.

The resolutions also included authorisation of the transfer to and vesting in the company of all rights and investment interests in the buildings and improvements within the factory premises as earlier approved.

Shareholders mandated the board of directors to enter into and execute on behalf of the company the asset purchase agreement, the property transfer agreements, all other designated transaction documents to which the company is a party and all such other documents as may be necessary or otherwise required of the company to give effect to the transaction, subject to the procurement of requisite regulatory approvals.

By Taofik Salako Deputy Group Business Editor

Nigeria’s apex capital market regulator, Securities and Exchange Commission (SEC), yesterday unveiled initial regulatory framework for digital assets as part of its mandate to protect the investing public and regulate all investment and securities business in Nigeria.

In a circular issued by the management of the Commission, SEC noted that while digital assets offerings provide alternative investment opportunities for the investing public; it is essential to ensure that these offerings operate in a manner that is consistent with investor protection, the interest of the public, market integrity and transparency.

According to the Commission, the general objective of regulation is not to hinder technology or stifle innovation, but to create standards that encourage ethical practices that ultimately make for a fair and efficient market.

“Section 13 of the Investment and Securities Act, 2007 conferred powers on the Commission as the apex regulator of the Nigerian capital market to regulate investments and securities business in Nigeria. In line with these powers, the SEC has adopted a three-pronged objective to regulate innovation, hinged on safety, market deepening and providing solution to problems. This will guide its strategy, its regulations and its interaction with innovators seeking legitimacy and relevance,” SEC stated.

SEC stated that it would henceforth regulate crypto-token or crypto-coin investments when the character of the investments qualifies as securities transactions.

SEC’s position is that virtual crypto assets are securities, unless proven otherwise and the burden of proving that the crypto assets proposed to be offered are not securities and therefore not under the jurisdiction of the Commission, is placed on the issuer or sponsor of the said assets.

Also, issuers or sponsors are expected to satisfy the burden of proving that the virtual assets do not constitute securities by making an initial assessment filing.

However, where the finding of the Commission is that the virtual assets are indeed securities, not structured to be exclusively offered through crowdfunding portals or other exempt methods, then the issuer or sponsor must register the digital assets.

With these, the registration process for virtual assets will therefore involve a two-prong approach – an initial assessment filing to satisfy the burden of proof and a filing for registration proper, either made directly by the issuer or sponsor or where the burden of proof is not satisfied.

“Similarly, all digital assets token offering (DATOs), initial coin offerings (ICOs), security token ICOs and other blockchain-based offers of digital assets within Nigeria or by Nigerian issuers or sponsors or foreign issuers targeting Nigerian investors, shall be subject to the regulation of the Commission. Existing digital assets offerings prior to the implementation of the regulatory guidelines will have three months to either submit the initial assessment filing or documents for registration proper, as the case may be,” SEC stated.

SEC will also regulate any individual or corporate entity whose activities involve any aspect of blockchain-related and virtual digital asset services. Such services include, but are not limited to reception, transmission and execution of orders on behalf of other persons, dealers on own account, portfolio management, investment advice, custodian or nominee services.

Also, issuers or sponsors, either start-ups or existing corporations, of virtual digital assets shall be guided by the Commission’s regulation. The Commission may also require foreign or non-residential issuers or sponsors to establish a branch office within Nigeria.

However, foreign issuers or sponsors will be recognised by the Commission where a reciprocal agreement exists between Nigeria and the country of the foreign issuer or sponsor.

As part of the framework, a recognition status will also be accorded where the country of the foreign issuer or sponsor is a member of the International Organisation of Securities Commissions (IOSCO).

The Commission defined “crypto asset” as a “digital representation of value that can be digitally traded and functions as a medium of exchange; and or a unit of account; and or a store of value, but does not have legal tender status in any jurisdiction. A crypto asset is – neither issued nor guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the crypto asset; and distinguished from fiat currency and e-money”.

SEC categorised virtual assets or instruments into four categories. The first category is crypto asset, such as non fiat virtual currency, which will be treated as commodities if traded on a recognised investment exchange or issued as an investment, and is subject to part E of SEC Rules and Regulations and any other relevant sections and subsequent rules which will be enacted in future.

The second category is utility tokens or “non-security tokens” such as virtual tokens. These tokens simply provide users with a product or service. They will be treated as commodities. However, spot trading and transactions in utility tokens do not fall under SEC purview unless conducted on a recognised investment exchange and therefore subject to Part E of SEC Rules and Regulations and any other relevant sections and subsequent rules which will be enacted in future.