The Nation Newspaper

Tag: Shareholders

  • Shareholders meet on Oando, OER buy-out offer

    Oando Energy Resources (OER)- the Toronto Stock Exchange (TSX)-listed exploration and production subsidiary of Oando Plc, has scheduled a shareholders’ meeting to vote on a proposal by Oando Plc to buy out the outstanding minority shareholdings in the exploration and production subsidiary.

    The meeting, according to a regulatory filing yesterday, is scheduled for February 25, 2016 in Vancouver, British Columbia. The board of OER has already recommended to shareholders to vote in favour of the special resolution authorizing the purchase of the minority shares.

    As part of the transaction, OER has notified the TSX and applied for the delisting of the common shares upon completion of the arrangement. In addition, in accordance with Section 720 of the TSX Company Manual, the company has applied to voluntarily delist the common share purchase warrants it issued from the facilities of the TSX upon completion of the arrangement. An exemption from the requirement for security holder approval of such delisting is available pursuant Section 604(f) of the TSX Company Manual because Oando Plc holds more than 90 per cent of the common shares.

    However, the completion of the transaction, including the delisting of the common shares and warrants from the facilities of the TSX, will be subject to, among other things, approval by the syndicate of lenders in OER’s $450 million senior secured facility.

    Oando had entered into a definitive agreement with OER to sell the outstanding minority shareholdings in the OER to another wholly-owned foreign-based subsidiary, Oando E&P Holdings Limited.

    Oando E&P Holdings Limited will also subsequently take over shares held by Oando Plc and other institutional shareholders in OER, making OER a wholly-owned subsidiary of the Oando E&P Holdings Limited, a private company incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of Oando Plc.

    Earlier regulatory filing at the Nigerian Stock Exchange (NSE) indicated that Oando E & P Holdings Limited would acquire all the outstanding minority shares under a plan of arrangement for a cash consideration of $1.20 per share.

    Oando holds, either directly or indirectly, 746,107,838 of the common shares of OER, representing approximately 93.7 per cent of the issued and outstanding common shares. Pursuant to the plan of arrangement, Oando E & P Holdings Limited will acquire all of the common shares that are held either directly or indirectly by the institutional shareholders and Oando.

    In consideration for such transfer, Oando and the institutional shareholders shall receive such number of shares of Oando E & P Holdings Limited as reflects the number of their contributed common shares for the purposes of completing the transactions contemplated by the plan of arrangement. The referenced institutional shareholders are M1 Petroleum Ltd, West African Investment Ltd and Southern Star Shipping Company Inc.

    The consideration represents a 177.2 per cent premium to the 20-day volume weighted average price of OER’s common shares on the Toronto Stock Exchange for the period ending December 21, 2015, using the Bank of Canada US$ to CDN$ closing exchange rate of 1.3965 on December 21, 2015. The transaction provides total consideration to holders of minority shares of approximately US$13.7 million and implies an equity value for the company of approximately US$955.3 million.

  • ‘Vitafoam Nigeria, Vono Products merger will benefit shareholders’

    ‘Vitafoam Nigeria, Vono Products merger will benefit shareholders’

    The merger of Vitafoam Nigeria Plc and Vono Products Plc would create better values for shareholders of the two companies and enhance the long-term competitiveness of the larger company.

    Shareholders of both Vitafoam Nigeria and Vono Products last week voted in favour of a scheme of merger, which will see Vitafoam Nigeria absorbing Vono Products.

    Group Managing Director, Vitafoam Nigeria Plc, Mr Taiwo Adeniyi said the merger of the two leading foam and bedding companies would lead to higher earnings and enhanced shareholder value.

    Addressing journalists in Lagos, Adeniyi said the shareholders of the two companies voted in favour of the merger because of potential benefits such as economies of scale, cost savings and improved operational and administrative efficiencies among others.

    According to him, the enlarged company would have enhanced growth in size and profitability.

    “If we produce foam and Vono produces furniture, they are complementary. It is a strategic decision for Vitafoam to have Vono as a subsidiary. As you are aware, we have other subsidiaries such as Vitabloom, Vitagreen and Vitapur. Each of them produces distinct products. But they have something in common and this defines the unity of purpose,” Adeniyi said.

    He said the national spread of the group and its international operations have positioned it to weather tough operating environment and continue to deliver better values for shareholders.

    “We are truly a national company. We have a full fledged factory in Ikeja, Kano, Aba and Jos. We also have factories offshore. We operate in Sierra Leone and Ghana and these are strategic centres aimed at positioning us for inflow of forex in the long term. They may not be generating expected profit for now but they have high prospect .The key issue is that Vitafoam as a group has a very bright future and the shareholder value would be greatly enhanced,” Adeniyi said.

    Corroborating him, Group Executive Director, Corporate Services, Vitafoam Nigeria, Mr Olatunji Anjorin described the merger as a vertical one as the furniture produced by Vono Products would complement Vitafoam’s foams.

    Anjorin explained that the consummated merger would put an end to past encumbrances militating against Vono’s growth, bringing about more efficient expertise, shared value and improved technology.

    Commenting on the operating environment , Adeniyi lamented the plight of manufacturers and pleaded that the federal government should address the chronic shortage of dollar and also revive Eleme Petrochemical Industry to live up to its strategic objective of serving as a hub for providing raw materials.

  • Access Bank rallies as shareholders get N5.7b interim dividend

    Access Bank rallies as shareholders get N5.7b interim dividend

    Access Bank Plc was a major contrarian stock in the negative trading at the Nigerian stock market yesterday as the top-tier commercial bank released its half-year earnings report, showing impressive growths across key fundamentals.

    On the strength of the six-month earnings, which saw 43 per cent growth in gross earnings and 39 per cent in profit after tax, the board of the bank has recommended distribution of N5.72 billion as interim dividend to shareholders. The breakdown of the dividend recommendation indicated that shareholders on the register of the bank as at the close of business on September 3, 2015 would receive a dividend per share of 25 kobo. More than 830,000 shareholders would benefit from the interim dividend, which becomes payable on September 10, 2 105.

    Against the average decline of 0.98 per cent, Access Bank’s share price rose by 4.91 per cent, the fourth highest percentage gain, to close at N4.29 as the news made the round at the Nigerian Stock Exchange (NSE).

    Key extracts of the audited report for the six-month ended June 30, 2015 showed that gross earnings rose by 43 per cent to N168.3 billion in first half 2015 as against N117.9 billion recorded in comparable period of 2014. The top-line was boosted by an 18 per cent increase in interest income to N98.9 billion in the first half of 2015 compared with N83.6 billion in the comparable period of 2014. Group profit before tax leapt by 44 per cent to N39.1 billion as against N27.1 billion in previous year while profit after tax grew by 39 per cent to N31.3 billion in first half 2015 compared with N22.6 billion in first half 2014.

    Non-interest income had risen by 101 per cent to N69.4 billion in first half 2015 as against N34.6 billion in first half 2014. Return on average equity improved to 21.6 per cent in first half 2015 from 16.5 per cent in 2014.

    Group managing director, Access Bank Plc, Mr. Herbert Wigwe said the results reflect the bank’s concerted efforts to deliver on its growth objectives for 2015.

    According to him, while the first half of the year was defined by significant macro-economic and policy headwinds with major impact on all aspects of its business, the group despite those challenges reported improved profits in the first half of the year with significant contributions from its securities trading business.

    He commended the strong support from shareholders of the bank noting that the success of the recently concluded rights issue which raised N41.8 billion has placed the bank in a stronger position.

    “With our capital position secure, our priority will be to focus on; driving migration of our customers to alternative platforms  to boost profitability of our channels; implementing  our customer service improvement initiatives; generating low-cost liability from continued engagement with customers; growing risk assets by deepening market share in target sectors; optimising and improving penetration of our customers’ value chain and driving operational efficiency through  cost containment and procurement optimization measures,” Wigwe said.

  • Oando buys out minority shareholders in E & P subsidiary

    Oando buys out minority shareholders in E & P subsidiary

    Oando Plc has entered into a definitive agreement with its Toronto Stock Exchange-listed oil and gas exploration and production subsidiary, Oando Energy Resources (OER) to sell the outstanding minority shareholdings in the OER to another wholly-owned foreign-based subsidiary, Oando E&P Holdings Limited.

    Oando E&P Holdings Limited will also subsequently take over shares held by Oando Plc and other institutional shareholders in OER, making OER a wholly-owned subsidiary of the Oando E&P Holdings Limited, a private company incorporated under the laws of the Province of British Columbia as a wholly-owned subsidiary of Oando Plc.

    A regulatory filing made yesterday at the Nigerian Stock Exchange (NSE) indicated that Oando E & P Holdings Limited would acquire all the outstanding minority shares under a plan of arrangement for a cash consideration of $1.20 per share.

    Oando holds, either directly or indirectly, 746,107,838 of the common shares of OER, representing approximately 93.7 per cent of the issued and outstanding common shares. Pursuant to the plan of arrangement, Oando E & P Holdings Limited will acquire all of the common shares that are held either directly or indirectly by the institutional shareholders and Oando.

    In consideration for such transfer, Oando and the institutional shareholders shall receive such number of shares of Oando E & P Holdings Limited as reflects the number of their contributed common shares for the purposes of completing the transactions contemplated by the plan of arrangement. The referenced institutional shareholders are M1 Petroleum Ltd, West African Investment Ltd and Southern Star Shipping Company Inc.

    The consideration represents a 177.2 per cent premium to the 20-day volume weighted average price of OER’s common shares on the Toronto Stock Exchange for the period ending December 21, 2015, using the Bank of Canada US$ to CDN$ closing exchange rate of 1.3965 on December 21, 2015. The transaction provides total consideration to holders of minority shares of approximately US$13.7 million and implies an equity value for the company of approximately US$955.3 million.

    The board of directors of OER has unanimously, with Messrs. Wale Tinubu and Boyo abstaining, determined that the plan of arrangement is fair to shareholders and it would be in the best interests of the company to enter into the arrangement agreement.

    However, the implementation of the plan of arrangement will be subject to approval by the holders of the affected securities at a special meeting expected to be held on February 25, 2016. The implementation of the plan of arrangement will be subject to approval by 662/3 per cent of the votes cast by holders of common shares.

    Although the transaction will constitute a “business combination” for the purposes of MI 61-101, an exemption from the “majority of the minority” approval is available because Oando holds either directly or indirectly more than 90 per cent of the common shares.

    Oando is entitled to, and pursuant to the arrangement agreement, covenanted to vote or cause to be voted all common shares that it controls in favour of the special resolution approving the plan of arrangement to be considered at the special meeting. Accordingly, approval of the arrangement resolution is expected. The transaction also will be subject to applicable regulatory approvals and certain closing conditions customary in transactions of this nature.

  • Shareholders approve Oando’s N80b rights issue, restructuring

    Shareholders of Oando Plc have approved extensive restructuring plan by the company, which include rights issue of N80 billion and full or partial divestments of its midstream and upstream services businesses as the energy group seeks to deleverage its balance sheet and attract additional capital to fuel the company’s growth initiatives.

    Oando’s share price rose by 1.53 per cent to N5.90 per share yesterday at the Nigerian Stock Exchange (NSE), more than a double of the 0.73 per cent recorded by the market benchmark, the All Share Index (ASI) of the NSE.

    At its annual general meeting at Eko Hotels and Suites yesterday in Lagos, shareholders approved six key resolutions under a special business segment. The meeting increased the company’s authorised share capital from N7.5 billion of 15 billion ordinary shares of 50 kobo each to N15 billion of 30 billion ordinary shares of 50 kobo each. Shareholders unanimously approved a resolution empowering the board of directors of Oando to undertake a rights issue of N80 billion.

    Besides, the meeting approved the group’s divestment plans for its downstream business, gas and power business and energy services business. Shareholders also approved a N40 billion debt conversion programme involving convertible note purchase agreements (CNPAs) with two major shareholders- Ocean and Oil Development Partners (OODP) and QPR Limited.

    Group chief executive, Oando Plc, Mr. Adewale Tinubu, said the recapitalisation and divestments were part of growth initiatives and key drivers aimed at creating consistent shareholder value going forward.

    According to him, the sale of 60 per cent of the group’s downstream business is in line with its strategic goals of placing fundamental growth expectations in the upstream, and the cash proceeds of the divestment will be utilised towards debt reduction to shore up balance sheet in these challenging times.

    “Our strategic focus is to increase our operational efficacy across our subsidiaries, deleverage our balance sheet, and return the company to profitability, whilst creating the necessary platform to be the partner of choice to the international oil companies (IOCs) as they continue their divestment programmes,” Tinubu said.

    He outlined that company would adapt to the extended period of lower oil prices through a proactive growth strategy, which include aggressive debt reduction, financing through partial divestments, and further diversification into the higher margin upstream.

    According to him, by ensuring a reduced overhead at the group-level and to optimise performance, Oando seeks to drive focused, independent subsidiaries, which can raise stand-alone capital to exploit clear market opportunities.

    He noted that Nigeria holds Africa’s largest gas reserves of more than 180 trillion cubic feet, and an estimated $55 billion in investments is required to spur its gas infrastructure development, adding that Oando is adjusting its gas-centric midterm growth strategy which will integrate gas production with supply.

  • Shareholders approve merger of PZ Cussons, Tower and Power

    Shareholders approve merger of PZ Cussons, Tower and Power

    The shareholders of PZ Cussons, PZ Tower and PZ Power, on Monday approved merger of the firms in line with the Investment and Securities Act 2007 regulations.

    The merger was approved at an Extra-ordinary General Meeting (EGM) at the Green Legacy Resorts in Abeokuta, Ogun State.

    PZ Tower, PZ Power are wholly owned entities of PZ Cussons and upon the conclusion of the merger, both companies would be fused with the parent parent entity – PZ Cussons Nigeria Plc.

    The subsumed companies in the new arrangement – PZ Tower and PZ Company Ltd were incorporated in 2005 and 2009 repectively for the manufacture and sale of detergent to PZ Cussons Nigeria Plc and for energy generation and distribution to PZ and its related companies.

    In his remarks at the EGM, the Chairman, PZ Cussons Nigeria Plc, Chief Kola Jamodu(CFR), lauded the shareholders for their “support and trust,” assuring that the Board would continue to manage business changes positively in line with current realities.

    Also, the Corporate Affairs and Administrative Director, PZ Cussons Nigeria Plc, Mrs Oluwayomi Ifaturoti, in a release shortly after the meeting, stated the merger was geared towards improved operating efficiencies and cost savings.

    Ifaturoti added that the purpose is to also drive enlarged managerial efficiencies and reduce transfer pricing complexity.

    According to her, the purpose would be achieved through simplification of the corporate structure, streamlining their operations and reducing administrative costs and in the end, harness the benefits of synergy maximally.

  • Court refuses to join minority shareholders in Stanbic/IBTC’s suit

    Court refuses to join minority shareholders in Stanbic/IBTC’s suit

    • FRC replies CBN

    The Federal High Court in Lagos yesterday refused to join minority shareholders as defendants in a suit by Stanbic IBTC Holdings Plc against the Financial Reporting Council of Nigeria (FRC) and National Office for Technology Acquisition and Promotion (NOTAP).

    A minority shareholder, Alhaji Mukhtar Muhktar, on behalf of himself and the Trusted Shareholders Association of Stanbic Holdings, sought to be joined as parties to the action. He said they have interests to protect.

    But Justice Ibrahim Buba held that joining the minority shareholders will not help him in interpreting FRC’s powers as being challenged by the plaintiff.

    Holding that “the applicants are not necessary parties,” Justice Buba said he would “completely and effectively” determine the case without the minority shareholders.

    He said: “This court, after scrutinising the questions for determination in the amended originating summons, has no doubt that all the questions from A to O can be answered without the applicants’ presence.”

    Besides, he said the he would not force the plaintiff to join a party it initially did not wish to sue.

    “The law is certain that the court will not generally compel a plaintiff to proceed against a party whom he has no desire to prosecute unless where a very strong case is made out showing that in a particular case, justice cannot be done without a new defendant brought in.

    “Regretably, from the process before the court, the applicants did not avert their mind to the questions for determination. I hold that the applicants are not necessary or desirable parties. The court can completely deal with the issues without them.

    “The issues are not that of minority shareholders, but essentially to interpret the law and find whether or not the defendant (FRC) acted within the ambit of the law or outside the law, to which the applicants have no role. They are not a regulatory agency.

    “I cannot, for the reasons given, grant the application. It is hereby dismissed,” Justice Buba held.

    In a supporting affidavit, Mukhtar said as a minority shareholder and therefore a part-owner, he and others were “aggrieved with the financial statements, affairs and non-dislosure attributed to the directors of Stanbic IBTC Holdings.”

    He added that the applicants were “prejudiced by the acts, non-disclosure, dishonesty of the plaintiff/respondent,” adding that if they are not joined, “their (minority shareholders’) rights, interest and powers will further be prejudiced.”

    The court had restrained the FRC from obstructing the operations of Stanbic IBTC Holdings. Justice Buba granted an order of interlocutory injunction restraining it or its officers from “from interfering with, or otherwise impeding, obstructing, molesting or hindering” the plaintiff’s operations.

    Stanbic IBTC said FRC, since August 3, had been investigating its audited accounts for the year ended December 2014. The investigations concern liabilities accrued in the plaintiff’s 2014 accounts in respect of franchise fees owed to Standard Bank of South Africa, the registration of which it said has been pending before NOTAP since 2011.

    The plaintiff said FRC labelled the franchise agreement as illegal, and invited IBTC Holdings’ Chief Executive Officers to appear before it.

    Following a meeting on October 16, the council informed the plaintiff that it committed criminal offences and that it would be reported to the Economic and Financial Crimes Commission (EFCC), the Central Bank of Nigeria (CBN) and the Securies and Exechage Commission (SEC).

    FRCN then asked the entire Stanbic IBTC board to meet with the council “to know the extent of your board involvement” in the matter.

    But the plaintiff contended that the council has no statutory or other powers to summon the plaintiff’s entire board of directors to a meeting in order to determine their complicity or otherwise in any alleged criminal offence.

    In its suit, Stanbic IBTC Holdings is asking the court to determine among others whether FRC has the power to impose a fine of N1 billion on it.

    FRC had sanctioned Stanbic IBTC over alleged infractions in its audited accounts for 2013 and 2014.

    It suspended the Financial Reporting Numbers of the bank’s chairman, Mr. Atedo Peterside, and its chief executive, Mrs. Sola David-Borha.

    It also barred them from vouching for the integrity of any financial statements in Nigeria.

    Justice Buba adjourned to November 7 for hearing of the plaintiff’s originating summons.

    Meanwhile, the FRC has replied the letter written by the CBN on the Stanbic/IBTC matters.

    The FRC in its letter, accused the CBN of acting in bad faith and that the actions of the apex bank were designed to embarrass the FRC. Its Executive Secretary, Jim Obaze in his letter said the CBN had cleared Stanbic IBTC and maligned the FRC in its letter.

    On the financial issues raised by the CBN, the FRC said the CBN “mixed up issues and eventually ended up with very wrong and hasty conclusions.” The FRC said its regulatory decision was for the purchase and assignment of a banking application software request made to NOTAP by Stanbic IBTC on July 3, 2013 “which is another transaction other than the one the CBN letter addressed.”

    The FRC said it would “make bold to say that we acted within the provisions of the FRC Act, 2011 and the Inspectorate Unit Guidelines/Regulatory 2014. Since, the FRC is neither a department of the CBN nor a reporting agency to the CBN, we do not owe the CBN any explanation in this respect.”

  • Shareholders force board change at Prestige Assurance

    The Indian chairman of board of directors of Prestige Assurance has stepped down and a new Nigerian chairman appointed following demand by shareholders for a Nigerian chairman for the board of the insurance company.

    A reliable source said Mr. Gopalan Srinivasan, the Indian chairman of the board of directors, stepped down at a board meeting last week and Mr Hassan Musa Usman was immediately appointed as chairman of the company.

    The change, the source hinted, was due to demand by shareholders, who had raised objection that the board and management should not be headed by Indian appointees of the majority core investor. At the 45th annual general meeting of the company July 13, 2015, shareholders had called for a change in the composition of the board of directors, especially the chairmanship of the board.

    The former chairman, Srinivasan, represented the interest of the New India Assurance Company Limited, which held the 51 per cent largest equity stake in Prestige Assurance. New India Assurance is a multinational company operating in 27 countries with a network of 19 branch offices, 12 agency offices, four associate companies and three subsidiary companies. It is the largest general insurance company in Afro-Asia, besides Japan with a global premium of over $1 billion.

    Srinivasan had joined the New India Assurance Co Ltd, Mumbai, India in 1979 as a scale I officer and rose through the ranks to become Managing Director, New India Assurance Co Ltd, Trinidad and Tobago and later chairman and managing director of New India Assurance Company.

    Besides the chairmanship, the management of Prestige Assurance is dominated by Indian appointees of the majority shareholder. At the last count, the managing director, the second most senior management executive and another management executive holding strategic position were Indians.

    The new chairman, Usman, immediate past managing director of Aso Savings and Loans Plc, is a chartered accountant with career spanning two decades in finance and investment advisory as well as privatisation services.

    Usman graduated with a BA, in Economics from the University of Sussex, and an M.Phil. in Development Economics from Darwin College, University of Cambridge. He is an Associate of the Institute of Chartered Accountants in England and Wales. He is also a Registered US National Association of Securities Dealers Series 7 Investment Banking Representative.

    He had worked in many organisations including as executive director , investment,  Abuja Investment and Property Development Company Ltd, Bureau of Public Enterprises (BPE), Citibank, Arthur Andersen S.C London and the Central Bank of Nigeria (CBN).

    Prestige Assurance Plc had recently raised N1.5 billion in new equity funds from existing shareholders.

     

  • Cappa and D’Alberto to distribute 49.2m bonus shares to shareholders

    The board of directors Cappa and D’Alberto Plc has recommended distribution of 49.2 million shares of the construction company as bonus shares to shareholders. Shareholders will not pay for the new shares directly but the company will use part of its retained earnings to offset the nominal cost of the shares. The bonus shares would be added proportionately to shareholders’ accounts.

    The company plans to capitalise about N24.61 million from its retained earnings and apply this amount in paying up in full for 49.22 million unissued shares of 50 kobo each on behalf of the shareholders.

    The new shares would subsequently be credited as fully paid up and distributed among the shareholders in the proportion of one new share of 50 each fully paid for every four shares of 50 kobo each fully paid and registered in such shareholders’ name as at the close of business on September 25, 2015.

    Shareholders are expected to approve the creation and distribution of the bonus shares at the yearly general meeting of the construction company later this month. The meeting is also expected to deliberate on the financial statements of the company for the year ended March 31, 2015.

    The October meeting will be the first general meeting by shareholders of the construction company after it was delisted from the Nigerian Stock Exchange (NSE) and moved on to list for trading at the NASD Plc, the over-the-counter (OTC) platform for trading in unlisted public limited liability companies.

    Cappa and D’Alberto was delisted January 2015 after nearly six years of stalemate between the management of the NSE and the company. Cappa & D’Alberto’s 198.875 million ordinary shares of 50 kobo each valued at N18.8 billion were delisted. With the delisting, shareholders of Cappa & D’Alberto could not trade their shares on the NSE but the company subsequently opened another trading window with the listing on the NASD.

    The board of directors of Cappa & D’Alberto had in 2009 decided on the delisting of the company from the NSE pursuant to resolutions passed at an Extraordinary General Meeting of the Company held on 24 March 2009.

    The management of the NSE had kicked that Cappa & D’Alberto’s purported delisting violated laid-down procedures as the company failed to comply with the obligations inherent of a listed company with regards to the voluntary delisting process.

    According to the Exchange, Cappa & D’Alberto failed to make such provision for paying off dissenting shareholders who opted to exit the company following the resolution to delist passed by the majority shareholders on March 24, 2009.

    In reaching agreement on the delisting from the NSE, Cappa and D’Alberto had undertaken that it would not unduly hinder any shareholder that wants to exit from the company.

    New rules A new rule Nigeria’s apex capital market regulator, Securities and Exchange Commission (SEC), has proscribed underhand trading in the shares and other securities of unlisted public limited liability companies (Plcs).

    A document on new rules and regulations approved by SEC obtained at the weekend indicated that there shall be no trading on the shares, bonds and other securities of unlisted public limited liability companies outside the platform of a registered securities exchange established and registered by SEC for the purpose of facilitating over-the-counter (OTC) trading of securities.

    The new rules and regulations will have the force of law as they were made pursuant to section 313, subsection one of the Investments and Securities Act (ISA) 2007, which empowers the Commission to, from time to time, make rules and regulations for the purpose of giving effect to the Act as well as to amend and revoke rules and regulations so made. The ISA is the main body of law for Nigerian capital market.

    According to the new rules, all securities of unlisted public companies shall be bought, sold or transferred only by means of a system approved by the Commission and under such terms and conditions as the Commission may prescribe from time to time.

    “No person shall buy, sell or otherwise transfer securities of an unlisted public company except through the platform of a registered securities exchange established for the purpose of facilitating over-the-counter trading of securities,” the rules stated.

    Any unlisted public company, director, company secretary, registrar, broker, dealer or such other persons who facilitate the buying, selling or transfers of the securities of an unlisted public company otherwise than through the platform of a duly registered securities exchange, shall be liable to a penalty of not less than N100, 000 in the first instance and not more than N5, 000 for every day of default.

    The Commission stated that the aim of the new rules and regulations is to ensure that all securities of unlisted public companies are traded within securities exchanges that are registered with the Commission.

    The new rule effectively cancels ‘black market’ trading on the shares of several unlisted Plcs including companies such as Fan Milk Plc and Cappa & D’Alberto Plc among others.

    The Nation had earlier exclusively reported that SEC was considering proscribing unregulated trading in shares of public limited liability companies.

    The new rules now effectively concentrates trading on the shares and other securities of unlisted Plcs unto the only registered OTC platform, the NASD Plc. Formerly known as the National Association of Securities Dealers, NASD Plc is a registered OTC trading platform for unquoted securities including equities and bonds. NASD is owned by several investment and financial institutions as well as strategic investors. It is registered by SEC as an organized trading platform for unlisted securities.

    NASD started trading on unlisted securities in July 2013. All investment instruments approved by SEC could be traded on the NASD including shares of unlisted multinational companies. After the initial formative period, the NASD plans to trade on commercial papers and then other complex instruments like derivatives and options.

    As an OTC market, NASD does not have a trading floor like the traditional exchange but trades through the internet and a hosted platform leased from the NSE. To facilitate its trading, the company had developed an integrated market system made up of the Central Securities Clearing System, six settlement banks and some registrars to ensure smooth operations.

  • UACN’s shareholders approve N3.3b dividends

    UACN’s shareholders approve N3.3b dividends

    Shareholders of UAC of Nigeria (UACN) Plc yesterday at the annual general meeting of the conglomerate in Lagos approved the distribution of N3.3 billion as cash dividends for the 2014 business year. Shareholders would receive a dividend per share of N1.75.

    Shareholders who spoke at the meeting commended the performance of the conglomerate, in spite of the harsh operating environment.

    Addressing the shareholders, chairman, UAC of Nigeria (UACN) Plc, Senator Udoma Udo Udoma, said the company has been able to sustain its previous dividend payout in spite of the tough business environment.

    Key extracts of the audited report and accounts of UACN for the year ended December 31, 2014 showed that the conglomerate recorded a modest top-line growth of nine per cent from N78.7 billion in 2013 to N85.7 billion in 2014 while profit before taxation was N14.1 billion compared to N13.9 billion of 2013.

    Udoma said the company has continued to manage market dynamics and innovatively lead competition in its markets, highlighting various areas where the company had recorded some key gains.

    According to him, in 2014, in line with the company’s vision to be number one in its chosen markets, UACN Group achieved market leadership with its Vital Fish feed brand, which was introduced just three years ago.

    He outlined that in order to further consolidate on its technology improvement initiative, capacity and efficiency in operations, three new plants were commissioned including a new Feed mill at the Ikeja plant of Livestock Feeds Plc, an automated Pie line for the Restaurants business and a new processing and packaging technology for Supreme Ice cream.

    Udoma noted that as part of the business transformation process, the company has fully implemented both the new SAP enterprise resource software across the group and the Enterprise Risk Management framework to enhance the control environment of its business.

    He pointed out that the group has already started seeing value from the outsourcing of its internal audit function and whistle blowing mechanism, key initiatives that have strengthened corporate governance at all levels of the business and in the group’s joint-venture operations.