SEC QUARTERLY
PUBLICATION,
1st
QUARTER,
2013
1
TABLE OF CONTENT
S/N CONTENTS
03
PRIMARY AND SECONDARY MARKETS
23
MONITORING AND INVESTIGATION (MI)
34
SECURITIES AND INVESTMENTS SERVICES
44
FINANCIAL STANDARD AND CORPORATE GOVERNANCE (FS&CG)
47
COLLECTIVE INVESTMENT SCHEMES (CIS)
53
LEGAL
57
ENFORCEMENT AND COMPLIANCE (E&C)
60
REGISTRATION AND RECOGNISED INVESTMENT EXCHANGES (RRIE)
ACTIVITIES OF ZONAL OFFICES
65
LAGOS
71
KADUNA
72
PORT HARCOURT
74
KANO
75
ONITSHA
76
IBADAN
2
PRIMARY AND SECONDARY MARKET
Introduction
REVIEW OF THE NIGERIAN ECONOMY IN Q1, 2013
Against the backdrop of weak growth of the global economy largely
occasioned by the contraction in the Euro zone, the world economy has
continued to struggle for recovery. However, based on the resilient and robust
economy, the International Monetary Fund (IMF) projected a growth rate of
7.2% for the country in 2013, while the nation’s Bureau of Statistics (NBS)
forecasted a 6.75% annual growth rate and 6.63% expansion in Q1, 2013.
The IMF hinged its projection on power sector reform by the Federal
government and the expected rebound from the floods that ravaged about 19
states of the country in 2012. The projection which is the highest in Sub-Saharan
Africa, was expected to drive growth in the region as Nigeria had over the
years contributed immensely to the growth figures of the region and was
perceived as one of the next investment destinations. The high GDP growth
projection notwithstanding, key risk factors likely to affect output performance
include insecurity and militancy activities.
Data from the National Bureau of Statistics (NBS) indicated that aggregate
output measured by real gross domestic product (GDP) grew by 6.56 % in Q1,
2013, compared to 6.34 % in Q1, 2012. The growth in the non-oil component of
the GDP was driven immensely by growth in activities of Manufacturing, Hotels
and Restaurants, as well as Building and Construction. The oil sector benefited
largely from the relative stability in international crude oil market price and the
exchange rate of naira against the dollar.
The economy achieved single digit inflation rate (year-on-year) measured by
the Consumer Price Index within the quarter, which culminated into an end of
the quarter figure of 8.6%, compared to 12.1% figure recorded in the
corresponding quarter of 2012. The Q1, 2013 figure was largely driven by the
food component of the index. The sharp decline in inflation was fairly attributed
3
to the base effect of the partial removal of fuel subsidy, prudent monetary
policy stance (stable Monetary Policy Rate of 12%) and relatively stable
exchange rate. This condition had helped to attract foreign capital inflow.
External reserve continued to grow culminating into an end of the quarter
figure of $48.57billion compared to $43.83 billion at end of Q4, 2012, which
shows an appreciation of 10.81%. The figure attained was largely driven by the
proceeds from crude oil and gas sale, crude oil-related taxes, as well as
portfolio and foreign direct investment flows. The strong position of the external
reserve (a determinant of a country’s ability to access foreign capital), had
given the Federal Government impetus to seek to raise foreign currencydenominated bond (proposed $1 billion EuroBond as well as a Nigeria Diaspora
Bond) as enshrined in the country’s national budget for 2013. This move would
reverse the trend of the Federal Government’s domination of the bond market.
The foreign reserve built up was partly attributable to the result of effort to
stabilize the naira exchange rate with the country’s external reserves.
Consequently, the average exchange rate of the Naira against the US dollar
appreciated marginally by N0.01 to N157.30 per US dollar relative to the
position at the end of the Q4, 2012.
The total external debt stock as at the end of Q1, 2013 stood at $6.67 billion
dollars as against $5.9 billion in Q1, 2012 indicating an increase of 13%, while
domestic debt stood at N6, 493.32 billion (about $41.89) compared to N6.537.54
billion ($42.18 billion) in Q4, 2012. The total national debt stock therefore
amounted to about $48.56 billion at the end of Q1, 2013. Government’s
commitment to payment of its international debt as reflected in the 5.75%
increase in provision for debt service in 2013 national budget compared with
the estimate for 2012 was expected to improve on the nation’s image globally,
thereby attracting more foreign direct and portfolio investment into the
economy.
4
PRIMARY MARKET
NEW ISSUES
In the first quarter of 2013, corporate participation in the new issues market was very
low. The market recorded one equity issue per month, all of which were small
capitalized offers. Given the sustained growth and favorable improvement in the prices
of equities in the last four months of 2012, the market anticipated increase in corporate
interest in the new issues market in 2013.
While the monthly Federal Government of Nigeria (FGN) bonds issuance programme
remained active, the market during the quarter witnessed a supra-national bond offer
by the International Finance Corporation (IFC).
Consequently, Thirteen (13) new issues, [three (3) equity placements, one (1)
supranational bond and nine (9) FGN bonds] worth N298.61 billion were recorded
during the quarter. As shown on Table 1 below, ten (10) new issues valued at N214.25
billion were floated in the corresponding quarter of 2012, indicating growths of 30%
and 39.4% in number and value of new issues respectively.
TABLE 1: SUMMARY OF NEW ISSUES IN FIRST QUARTERS OF 2012 AND
2013
No. of Issues
Value of Shares(N’ m)
Q1,
2013
Q1,
2012
Rights
0
2
0.00
2,178.54
Special Placement
3
1
1,614.10
48.00
Total Equities
3
3
1,614.10
2,226.54
*Corporate Bond
1
0
12,000.00
2,260.30
Sub-national Bond
0
0
0.00
0.00
FGN Bonds
9
7
285,000.00
209,760.00
Total Debt
Securities
10
7
297,000.00
212,020.30
Overall
13
10
298,614.10
214,246.84
Mode of Offer
Q1, 2013
Q1, 2012
Source: SEC, DMO *The Supra-national bond of the International
Finance Corporation (IFC)
Find below a brief description of the equities floated in the quarter, including
statements of proceeds utilized:
Guinea Insurance Plc
5
The insurance company placed the sum of N370 million in January 2013 to remedy a
deficiency in its solvency margin in 2010. It converted the sums received from Nimek
Investment Ltd and Chrome Oil Services Ltd into equity to finance the following:
• Opening of new branches – 5.07%
• Fixed Assets – 8.30%
• Upgrading of Information Technology infrastructure of all branches – 5.53%
• Investments – 81.10%
Livestock Feeds Plc
The company placed the sum of N904 billion, involving 800 million shares of 50k each
at N1.13 per share, to enable it finance working capital and upgrade of its technical
capacity.
Rak Unity Petroleum Plc
The company which belonged to one of the Small and Medium Enterprises (SMEs)
listed under the Alternative Securities Market (ASeM), placed the sum of N340.10
million to enable it acquire assets and raise additional working capital. The net sums of
the amount raised would be applied as follows;
• Working capital – 67%
• Acquisition of 4 petrol stations in Lagos, Kaduna and Rivers State – 33%
TABLE 2: NEW ISSUES (EQUITIES)IN THE FIRST QUARTER OF 2013
Issuer
Issue
Type
Offer
Price
Volume
Offer
Opening
Value(N)
Date
Guinea Insurance Plc
Placement
0.50
740,
000,000
Livestock Feeds Plc
Placement
1.13
800,000,000
904,000,000.00 08/02/13
Rak Unity Petroleum
Plc
Placement
7.90
43,051,157
340,104,140.30 05/03/13
Total
370,000,000.00
29/01/13
843,051,157 1,614,104,140.30
Source: SEC
Supra-national Bond
On completion of its book building process, the International Finance Corporation IFC
filed with the Commission the notification of the issuance of N12.0 billion (US$76
million) Senior Unsecured Fixed Rate Notes (Naija Bond) due 2018. The bond with a
spread of 10.2%, which is lower than the FGN bond of the same maturity was rated
triple-A (AAA) by Moody and Standard & Poor. The bond was issued to increase
International Finance Corporation’s (IFC’s) private sector development financing in
Nigeria and its support for domestic capital market activities. It targeted investors such
6
as pension funds, insurers, asset managers and banks seeking to diversify their
respective portfolios.
TABLE 3: CORPORATE BOND ISSUES IN THE FIRST QUARTER OF 2013
Offer
Value
Price
Date
Issuer
(N)
Volume
Naira Coupon Maturity
Rating
Opened
International
Finance
Corp. (IFC)
AAA(S&P)
1000
12,000,000 12,000,000,000
10.2%
2018
Aaa
(Moody)
27/02/13
FGN Bonds
In the first quarter of 2013, Nine (9) FGN bonds worth N285 billion were auctioned by
the Debt Management Office (DMO). The bonds of Four (4) categories were tranche of
previously issued FGN bonds with maturities of April 2017 (5-years), June 2019 (7years), January 2022 (10-years) and July 2030 (20-years) respectively. As indicated on
Table 4, the bonds were all over subscribed to a total subscription of N607.14 billion.
However, only the required amount of N285 billion were allotted.
TABLE 4: AUCTION SUMMARY OF FGN BOND FOR THE FIRST
QUARTER, 2013
Amou Amoun
Amou Margi
nal
nt
t
nt
Auctio Subscri Level Allotte Rate
of
(%)
Date
ned
bed
d
Ten
Subs.
Appli Auctio
Issue
or (N’Bn) (N’Bn)
%
(N’Bn)
ed
ned
April 27, 2017(9th
Issue)
5
35.00
96.10
274.5
7
15.10
23/01/1
3
30.00
16.00
23/01/1
3
45.00
16.39
23/01/1
3
35.00
June 29, 2019(8th
Issue)
7
30.00
55.91
186.3
7
January 27,
2022(12th Issue)
10
45.00
71.04
157.87
35.00
15.10
13/02/1
3
35.00
16.00
13/02/1
3
April 27, 2017(10th
Issue)
5
35.00
63.26
180.7
4
June 29, 2019(9th
Issue)
7
35.00
53.01
151.46
7
January 27,
2022(13th Issue)
July 23, 2030 (6th
Issue)
April 27, 2017(11th
Issue)
January 27,
2022(14th Issue)
10
20
5
10
Total
20.00
15.00
35.00
35.00
285.00
57.11
285.5
5
78.53
523.5
3
70.21
200.6
0
61.97
188.8
3
607.14
16.39
13/02/1
3
10.00
13/02/1
3
15.10
13/03/1
3
16.39
13/03/1
3
20.00
15.00
35.00
35.00
285.0
0
Source: Compiled from DMO Reports
REGISTRATION OF OTHER SECURITIES
Bonus Issues: In the first quarter of 2013, the Commission registered Four (4) bonus
issues involving about 124.8million shares with nominal value of N62.1million.The
breakdown of the bonus issues are as shown on Table 5 below:
Table 5: REGISTERED BONUS ISSUES IN THE FIRST QUARTER, 2013
Nominal
Value
Volume
Bonus
Date
Company
(Unit)
(Naira)
Ratio
Registered
Guinness Nigeria Plc
30,962,669
15,481,335
1 for 33
05/02/13
BOC Gases Plc
23,124,706
11,562,353
1 for 17
07/03/13
Poly Products Nigeria
Plc
10,000,000
5,000,000
1 for 24
11/03/13
Mobil Oil Nigeria Plc
60,699,210
30,049,605
1 for 5
14/03/13
124,786,585
62,093,293
Total
Source: SEC
ALLOTMENT CLEARANCE
In the quarter under review, eight (8) allotment proposals involving one (1) rights offer,
three (3) placements and four (4) bonds, were cleared and approved. As shown on
8
Table 6, all the offers were 100% successful, resulting in the capitalization of about
N144.96 billion by the issuers.
Table 6: ALLOTMENT CLEARED IN THE FIRST QUARTER, 2013
Source: SEC
Offer Price Issuer by Offer Volume of Type Securities (N) Amount capitalized Value (Naira) Level of Subs. (Naira) Apprv
al Date Rights: 449,917,132 3.00 1,349,751,396 100.00 1,349,751,396 09/01/
13 Guinea Insurance Plc 740,000,000 0.50 370,000,000.00 100.00 370,000,000.00 20/02/
13 Livestock Feeds Plc 800,000,000 1.13 904,000,000.00 100.00 904,000,000.00 15/03/
13 7.90 340,104,156.10 100.00 340,104,156.10 15/03/
13 Gombe State Government 20,000,000 1000 20,000,000,000.00 100.00 20,000,000,000.00 15/01/
13 Lagos State Government 80,000,000 1000 80,000,000,000.00 100.00 80,000,000,000.00 14/01/
13 Osun State Government 30,000,000 1000 30,000,000,000.00 100.00 30,000,000,000.00 21/02/
13 International Finance Corporation (IFC) 1000 12,000,000,000.00 100.00 12,000,000,000.00 28/02/
13 Fan Milk Plc Placement: Rak Unity Petroleum Plc 43,051,157 Bonds: 12,000,000 Total 144,963,855,552.10 144,963,855,552.10 SECONDARY MARKET
The upbeat witnessed in the last four months of 2012, was sustained in the first quarter
of 2013. In the quarter, both trading statistics and price indices recorded significant
improvement. The broad price index, for instance, appreciated by 19.44% as against
the decline of 0.38% in the corresponding quarter of 2012, while trading volume and
value were higher by over 62% and 75% respectively when compared to the figures in
the first quarter of 2012. Find below details of activities and trend of market indices as
follows:
9
Trading Activities On The Nigerian Stock Exchange
A total of 31.83 billion units of securities valued at about N255.03 billion were traded in
383,331 deals between January and March 2013. Transactions during the quarter were
inclusive of 36,433 units of FGN bonds traded for N43.31 million and 7,347 units of
NewGold Exchange traded Fund (ETF), worth N18.20 million. However, the bulk of the
transaction came from the equities segment of the market.
In comparison with the transaction figures of the first quarter of 2012, when 19.63
billion units of securities worth N144.96 billion exchanged hands, the volume and value
of securities traded in the first quarter of 2013 were higher by 62.15% and 75.93%
respectively. Table 7 below gives the details of transactions in the first quarters of 2012
and 2013.
Table 7: COMPARATIVE SUMMARY OF TRADING STATISTICS IN THE
FIRSTQUARTERS OF 2012 and 2013
FIRST QUARTER 2013
FIRST QUARTER 2012
SECURITI
ES
Government
Bond
Corporate
Bonds
Deal
s
237
Value
(Naira) Deals
43,305,865.9
36,433
0
Volume
(Unit)
Value
(Naira)
0
0
0.00
0
0
0.00
39,254
105,161,645.
99
0
0.00
66
7,347
18,198,613.0
0
101
Equities
383,
028
31,833,26
7,255
254,971,980,
849.08
206,8
21
TOTAL
383,
331
31,833,3
11,035
255,033,48
5,327.98
206,
922
Exchange
Traded Fund
(ETF)
0
Volume
(Unit)
19,634,98 144,962,580,
5,966
602.44
19,635,0
25,220
145,067,74
2,248.43
Source: Compiled from reports supplied by The NSE
Transactions by Sectors: Transactions during the month came mostly from the
main board and dominantly controlled by the Financial Services sector, which
accounted for 60.57%, 75.74% and 64.42% of the total deals, volume and value of
traded securities respectively. As shown on Table 8 below, during the quarter, units of
shares traded for companies listed under the Financial Services sector amounted to
about 24.11 billion, while the value and number of deals were N164.29 billion and
232,166 respectively.
Two (2) other sectors with significant units of shares traded during the quarter
included Conglomerate and Consumer Goods, both of which accounted for 8.15%
10
and 5.25% of the total volume of securities traded. By turnover value, Consumer
Goods sector accounted for 21.18% followed by Industrial Goods sector with 5.37%.
TABLE 8: TRADING STATISTICS BY SECTOR FOR THE FIRST QUARTER,
2013
Value of
Volume of
No. of
Securities
Securities Traded
Segment/Sector
Deals
(units)
(Naira)
ASeM
Construction/Real Estate
1
1,200
1,776.00
125
13,671,512
12,662,787.64
Healthcare
0
0
0.00
Industrial Goods
2
50,000
77,500.00
Natural Resources
0
0
0.00
12
97,281
48,640.50
4
2,084
3,280.00
144
13,822,077
12,793,984.14
7,253
470,003,298
2,824,347,845.12
15,469
2,593,670,129
6,016,371,857.62
3,047
47,841,240
1,333,494,672.76
Consumer Goods
62,078
1,671,179,337
54,013,105,924.81
Financial Services
232,166
24,109,982,763
164,292,706,761.24
6,882
352,484,248
827,391,309.89
459
142,775,472
146,689,397.19
17,273
578,697,060
13,682,683,850.30
251
14,920,142
21,405,693.87
Oil And Gas
26,222
903,993,695
8,699,979,076.48
Services
11,784
933,897,794
3,101,010,475.66
Consumer Goods
Oil And Gas
Services
Sub-total
Main Board
Agriculture
Conglomerates
Construction/Real Estate
Healthcare
ICT
Industrial Goods
Natural Resources
11
Sub-total
Total Equity
382,884
383,028 31,833,267,255 254,971,980,849.08
Exchange Traded Funds
FGN Bonds
Sub-national
Total Debt Securities
Overall
31,819,445,178 254,959,186,864.94
66
7,347
18,198,613.00
237
36,433
43,305,865.90
1
1,000
1,000,000.00
238
37,433
44,305,865.90
383,332 31,833,312,035 255,034,485,327.98
Source: Compiled from reports supplied by The NSE
Top Twenty (20) Equity Transactions by Volume: Out of the 169 equities on
trading list in the first quarter of 2013, the top 20 by units of shares traded controlled
72.92% of the total securities transaction. The balance (i.e 27.08%) involved the shares
of One Hundred and Forty-Nine (149) equities on trading list during the quarter.
Accounting for 10.19% of the total transactions from the sale of over 3.24 billion shares,
the shares of Unity Bank Plc was the most traded in the quarter. The second most
significant transaction for the quarter involved the shares of Transnational Corporation
Of Nigeria Plc, which accounted for 7.94% of the total transactions for the quarter. As
shown on Table 9, the shares of United Bank for Africa Plc, Access Bank Plc and FBN
Holding Plc were among the top 5 equities traded in the quarter.
TABLE 9: TOP 20 EQUITY TRANSACTIONS BY VOLUME IN THE FIRST
QUARTER, 2013
No. of
Volume
% of
S/N Equity
Deals
(units)
Total
1
Unity Bank Plc
9,139
3,243,656,885
10.19
2
Transnational Corporation Of
Nigeria Plc
10,917
2,527,620,374
7.94
3
U B A Plc
23,442
2,210,006,502
6.94
4
Access Bank Plc.
17,272
1,487,069,879
4.67
5
FBN Holdings Plc
36,124
1,408,424,994
4.42
6
Zenith Bank Plc
20,381
1,337,136,123
4.20
7
Fidelity Bank Plc
11,877
1,295,035,987
4.07
12
8
Guaranty Trust Bank Plc.
24,950
1,208,521,485
3.80
9
Diamond Bank Plc
10,305
1,082,696,082
3.40
10
Sterling Bank Plc.
7,967
1,020,855,460
3.21
11
Ecobank Transnational
Incorporated
6,034
846,833,912
2.66
12
Skye Bank Plc
11,556
795,831,211
2.50
13
First City Monument Bank Plc.
7,649
780,486,666
2.45
14
Wema Bank Plc.
5,096
714,215,527
2.24
15
N.E.M Insurance Co (Nig) Plc.
2,927
666,309,950
2.09
16
Aiico Insurance Plc.
4,804
581,082,855
1.83
17
Dangote Sugar Refinery Plc
8,033
522,804,503
1.64
18
Sovereign Trust Insurance Plc
1,380
507,803,032
1.60
19
UBA Capital Plc
6,037
499,826,334
1.57
20
Custodian And Allied Insurance
Plc
1,981
477,837,926
1.50
Top 20 total
227,871 23,214,055,687
72.92
Other 149 equities
155,461
27.08
Total Equity Traded
8,619,256,348
383,332 31,833,312,035
100.00
LISTINGS/DE-LISTING
Equities Listed: As a result of scheme of arrangement for the restructuring of United
Bank of Africa (UBA) Plc, Two (2) subsidiaries, UBA Capital Plc and African Prudential
Registrars Plc, were listed by introduction. Consequently, the number of listed equities
stood at 200 in the first quarter of 2013 from 198 as no equity was de-listed during the
quarter. Details of listed equities are shown on Table 10 below.
13
TABLE 10: LISTED EQUITIES IN THE FIRST QUARTER, 2013
Shares Price
S/N Issuer
1
UBA Capital Plc
2
Africa Prudential
Registrars Plc
Listed
Listed
Bn
N
4.0
1.0
Date
Sector/Subsector
Listed
1.16
Financial
Services/Others
01/02/13
1.59
Financial
Services/Others
11/02/13
Debt Securities Listed: Three (3) debt securities worth N112 billion were listed
during the quarter. These as captured on Table 11, were the bonds of Lagos, Gombe
states and International Finance Corporation.
Table 11, LISTED DEBT SECURITIES IN THE FIRST QUARTER, 2013
Amount
Date
S/N Issuer
N’bn
Listed
1
14.50% Lagos State Government bond (2019)
80
01/02/13
2
15.50% Gombe State Government bond
(2019)
20
3
10.2% International Finance Corporation
Bond (2018)
12
11/02/13
DE- LISTED DEBT SECURITIES
The following debt securities were de-listed in the quarter under review:
•
•
Crusader (Nigeria) Plc - A Zero-Coupon Unsecured Subordinated Irredeemable
bond worth N1,838,811,700 was de-listed and converted to equities.
FGN bond, 5.5% FGN FEB 2013 (S1) - was de-listed upon maturity
Consequently, as at March 2013, the number of listed debt securities and total number
of listed securities inclusive of ETF stood at Fifty Seven (57) and Two Hundred and
Fifty Eight (258) respectively.
Supplementary Listings: Five (5) supplementary listings, involving about 7.06
billion unit of shares were recorded in the first quarter. The listings, as indicated on
Table 12 resulted from share placements, bonus issue debt to equity conversion and
acquisition respectively.
14
TABLE 12: SUPPLEMENTARY LISTINGS IN FIRST QUARTER, 2013
Additional Outstanding
Date
S/N Issuer
Shares Listed
Shares Resultant
Listed
Linkage
Assurance
1.
Plc
2,897,207,843
Placing
18/01/13
Guinness
Nigeria
2.
Plc
30,962,669 1,505,888,188 Bonus issue
08/02/13
Conversion of
Crusader
Debt of
(Nigeria)
N1,838,811,700
3.
Plc
3,064,686,154 7,585,295,644 to equities
15/02/13
Guinea
Insurance
4.
Plc
740,000,000 6,140,000,000 Placing
28/03/13
Shares
resulting from
acquisition of
5.
FCMB Plc
329,197,001 19,041,068,033 Fin Bank Plc
28/03/13
Total
7,062,053,667
PRICE INDICES
Of the 200 listed equities as at March 2013, Eighty Six (86) made the gainers list as
against Fifty Five (55) in the preceding quarter, while equities with price declines
decreased significantly from Forty Eight (48) to just Eighteen (18). The number of
equities with static prices stood at Ninety Six (96) as against Ninety Five (95) in the
preceding quarter. The number of gainers in the quarter under review was inclusive of
the Two (2) newly listed equities, UBA Capital Plc and Africa Prudential Registrars Plc.
Gainers: A good number of the Eighty Six (86) gainers in the quarter recorded
significant appreciations. A review of the list showed that only the bottom Ten (10) had
price appreciation of less than 10%. As indicated on Table 13, the top 3 gainers doubled
their prices in the space of three months. In terms of percentage gains, equity with the
most appreciation in its share price was Wema Bank Plc, which gained N1.20 during
the quarter to record an appreciation of 230.77%. Wapic Insurance Plc and Evans
Medical Plc occupied the second and the third spot with share appreciation of 139.66%
and 101.15% respectively.
On the gainers list, there were some blue-chip companies with significant appreciation
in monetary terms, most of which were not captured on Table 13. For instance, the
share price of Nestle Nigeria Plc appreciated by N250.00, which represented a gain of
35.71%,when compared with its unit price in December 2012. Also in monetary terms,
the share prices of Total Nigeria Plc and Okomu Oil Palm Plc were up during the
quarter by N48.48 (40.21%) and N20.40 (15.93%) respectively.
15
TABLE 13: TOP TEN (10) PERCENTAGE PRICE GAINERS IN FIRST
QUARTER, 2013
Price
Price
Absol
on
on
ute
31/12/1 28/03/ Gain
2
13
(%)
(Nair
S/N Equity
(Naira) (Naira)
a)
Gain
1
Wema Bank Plc.
0.52
1.72
1.20
230.77
2
Wapic Insurance Plc
0.58
1.39
0.81
139.66
3
Evans Medical Plc.
0.87
1.75
0.88
101.15
4
Cement Co. Of Northern Nig.
Plc
5.30
10.44
5.14
96.98
5
Livestock Feeds Plc.
1.44
2.67
1.23
85.42
6
Forte Oil Plc.
7.73
13.65
5.92
76.58
7
U B A Plc
4.56
8.00
3.44
75.44
8
Okomu Oil Palm Plc.
42.50
72.50
30.00
70.59
9
Unity Bank Plc
0.50
0.84
0.34
68.00
10
Eterna Plc.
1.99
3.30
1.31
65.83
11
Sterling Bank Plc.
1.73
2.77
1.04
60.12
12
Fidson Healthcare Plc
1.06
1.69
0.63
59.43
13
Julius Berger Nig. Plc.
34.65
53.00
18.35
52.96
14
N.E.M Insurance Co (Nig)
Plc.
0.55
0.84
0.29
52.73
15
Royal Exchange Plc.
0.50
0.76
0.26
52.00
16
Custodian And Allied
Insurance Plc
1.30
1.95
0.65
50.00
17
Aiico Insurance Plc.
0.62
0.91
0.29
46.77
18
Skye Bank Plc
4.30
6.23
1.93
44.88
19
Presco Plc
17.00
24.63
7.63
44.88
20
R T Briscoe Plc.
1.52
2.19
0.67
44.08
16
Source: Compiled from The NSE Reports
Losers: Consolidating on the declines recorded in the preceding quarter, the top 2
losers in the fourth quarter of 2012 led the losers’ league again in the first quarter,
2013. While the share price of John Hold Plc suffered another decline of 49.71% in
addition to the loss of 36.09% in fourth quarter 2012, the share price of Morison
Industries Plc also slipped by 35.73% in the first quarter, following the decline of
33.14% in the preceding quarter. See Table 14 below.
In monetary terms, Guinness Nigeria Plc (occupying the 16th position), recorded the
most declined during the quarter. The share price of the company compared to the level
in the preceding quarter, showed a decline of N10.00 (3.64%). This position was due to
partly the adjustment made in the company’s share price for the bonus of 1 for 33.
TABLE 14: TOP TEN (10) PERCENTAGE PRICE LOSERS IN FIRST
QUARTER, 2013
Price on Price on Absolute
31/12/12 28/03/13
Loss
Loss
S/N Equity
(Naira)
(Naira)
(Naira)
(%)
1
John Holt Plc.
3.40
1.71
1.69
49.71
2
Morison Industries Plc.
3.47
2.23
1.24
35.73
3
Paints And Coatings Manufactures
Plc
1.96
1.45
0.51
26.02
4
Multi-Trex Integrated Foods Plc
0.95
0.73
0.22
23.16
5
NPF Microfinance Bank Plc
1.18
0.99
0.19
16.10
6
Jos Int. Breweries Plc.
1.53
1.33
0.20
13.07
7
Pharma-Deko Plc.
2.60
2.30
0.30
11.54
8
Neimeth International
Pharmaceuticals Plc
0.98
0.87
0.11
11.22
9
E-Tranzact International Plc
3.84
3.47
0.37
9.64
10
Beta Glass Co Plc.
10.50
9.49
1.01
9.62
11
Premier Breweries Plc
0.85
0.77
0.08
9.41
12
Nigerian Enamelware Plc.
33.96
32.27
1.69
4.98
13
Ekocorp Plc.
5.05
4.80
0.25
4.95
14
Studio Press (Nig) Plc.
2.65
2.52
0.13
4.91
17
15
Chellarams Plc.
5.71
5.43
0.28
4.90
16
Guinness NigPlc
275.00
265.00
10.00
3.64
17
Greif Nigeria Plc
12.98
12.68
0.30
2.31
18
Vitafoam Nigeria Plc.
3.66
3.61
0.05
1.37
Source: Compiled fromThe NSE Reports
THE ALL-SHARE INDEX
The sustained growth in prices of equities between January and March 2013 resulted in
19.44% appreciation in the value of the All-Share Index, which ended at 33,536.25
points from 28,078.81 points. While the index only gained 7.95% in the preceding
quarter, a decline of 0.38% was recorded in the first quarter, 2012.
Table 15 below captured the starting, high, low, and end points of the index between
January and March 2013. The index gained 13.44% in January, appreciated to an all
time peak of 33,895.08 points with 20.71% growth Year-To-Date (YTD) on the 22nd of
February but declined to 32,731.08 points on March 6, 2013 with the YTD growth level
dropping to 16.57%. However, the index inch-up to close the quarter at 33,536.25
points.
TABLE 15: NSE ALL-SHARE INDEX MOVEMENT (JANUARY – MARCH,
2013)
Index
Date
(Points) YTD%
Remark
31/12/12
28,078.81
-
End point of Q4, 2012
02/01/13
28,501.21
1.50
Opening point of the Month and Quarter
03/01/13
28,441.39
1.29
Lowest point of the Month and Quarter
31/01/13
31,853.19
13.44
Peak and closing point of the Month
01/02/13
32,411.86
15.43
Opening and Lowest point of the month
22/02/13 33,895.08
20.71
Peak point of the month and Quarter
28/02/13
33,075.14
17.79
Closing point of the Month
01/03/13
33,183.20
18.18
Opening point of the Month
06/03/13
32,731.08
16.57
Lowest point of the Month
19.44
Peak and Closing Point of the Month/end of
Quarter
28/03/13
33,536.25
Source: Compiled from The NSE reports
18
As shown on the chart below, ASI and Equity Market Capitalization appreciated
steadily in January and first week of February, when volatility crept in from the second
week of February 2013 it lasted till the end of the quarter. However, the significant
growth recorded in January was among other reasons, attributed to the general
anticipation of financial result of companies. Investors’ enthusiasm began to whittle
down in February and March as 2012 financials of companies were released.
Chart 1: All-Share Index and Equity Market Capitalization (January –
March, 2013)
Note: Equity Market capitalization for main board only
MARKET CAPITALIZATION
Market capitalization of the listed 258 securities as at March 2013 stood at about N16.41
trillion (equities and debt securities),which showed an increase of N1.61 trillion or 10.87%
over the capitalization of N14.80 trillion in the closing quarter of 2012 when the market
had 256 listed securities. The indicator gained 6.93% in the preceding quarter as well as
16.49% in the corresponding first quarter of 2013.
A review of the composition of the total market capitalization showed that the equity
market capitalization appreciated by 19.59% to close at about N10.737 trillion, while the
capitalization of the debt securities and ETF ended the quarter with declines of 2.56% and
2.67% to end at N5.672 trillion and N0.986 billion respectively. As at fourth quarter of
2012, equity market capitalization was at about N8.978 trillion, while the capitalization of
the debt securities and ETF stood at N5.821 trillion and N1.013 billion respectively. Table
16 below gives a sector by sector breakdown of market capitalization including number of
listed securities as at March 2013.
19
TABLE 16: MARKET CAPITALIZATION BY SECTOR AS AT MARCH28,
2013
Listed
Market
% OF Total
Capitalization Capitalizatio
Securitie
n
Sector
s
(Naira)
ASeM
Construction/Real Estate
1
66,600,000.00
0.00041
Consumer Goods
2
262,168,135.25
0.00160
Healthcare
1
12,449,425.00
0.00008
Industrial Goods
1
203,758,557.50
0.00124
Natural Resources
1
3,325,000.00
0.00002
Oil & Gas
4
3,000,181,857.54
0.01828
Services
1
525,750,160.52
0.00320
11
4,074,233,135.81
0.02483
Agriculture
5
64,090,435,946.06
0.39055
Conglomerates
6
139,115,855,493.99
0.84772
Construction/Real Estate
10
156,510,895,353.52
0.95372
Consumer Goods
27
3,346,617,272,054.85
20.39315
Financial Services
58
3,755,879,841,738.04
22.88706
Healthcare
10
58,117,861,003.64
0.35415
ICT
12
63,222,579,527.98
0.38526
Industrial Goods
26
2,887,789,809,443.33
17.59721
Natural Resources
5
8,449,209,322.75
0.05149
Oil & Gas
10
190,825,213,511.54
1.16282
Services
20
62,667,321,251.47
0.38187
Sub-total
MAIN BOARD
Sub-total
189
10,733,286,294,647.2
0
65.40501
20
EQUITY (TOTAL)
200
10,737,360,527,783.0
0
65.42984
ETFs
NewGold ETF
1
986,400,000.00
0.00601
1
986,400,000.00
0.00601
DEBT SECURITIES
Federal Government Bonds
23
3,820,553,381,000.00
23.28116
Sub-National Bonds
15
441,000,000,000.00
2.68730
Corporate Bonds/Debentures
18
1,398,594,815,157.00
8.52256
Supra-national Bond
1
12,000,000,000.00
0.07312
DEBT (TOTAL)
OVERALL
57
5,672,148,196,157.00
34.56415
257
16,410,495,123,940.0
0
100.00000
Source: Compiled from The NSE reports
Top Twenty (20) Companies by Market Capitalization: No new entrant was
admitted on the table of top 20 equities by market capitalization in the first quarter of
2013. However, a few of them switched position as indicated on the rank columns of Table
17 below.
Just like in the preceding quarter, where the blue-chip companies accounted for 85.95%
i.e. N7.717 trillion of the equity market capitalization, the situation in the quarter under
review was similar as they currently control 85.20% with a cumulative capitalization of
about N9.148 trillion. However, this indicated a growth of 18.54% in the capitalization of
the 20 top companies during the first quarter. The capitalization of the other 180 listed
equities was just 14.80% of the equity market capitalization.
Table 17: TOP TWENTY (20) COMPANIES BY MARKET CAPITALIZATION AS
AT MARCH 28, 2013
Rank
% of Equity
Q4
Q1
201
2
201
3
Equity
Market
Market
Capitalization Capitalizatio
(Naira)
n
21
1
1
Dangote Cement Plc
2,530,515,349,642.50
23.57
2
2
Nigerian Breweries Plc.
1,234,233,363,302.40
11.49
3
3
Guaranty Trust Bank Plc.
768,153,777,746.40
7.15
5
4
Nestle Nigeria Plc.
753,023,439,400.00
7.01
4
5
Zenith Bank Plc
668,745,317,641.80
6.23
6
6
FBN Holdings Plc
646,115,270,248.80
6.02
7
7
Guinness Nig Plc
399,060,369,820.00
3.72
12
8
U B A Plc
263,851,100,528.00
2.46
8
9
Access Bank Plc.
233,460,165,075.60
2.17
10
10
Lafarge Wapco Plc.
228,121,600,304.00
2.12
9
11
Unilever Nigeria Plc.
203,352,173,437.50
1.89
13
12
Ecobank Transnational
Incorporated
185,337,769,246.00
1.73
11
13
Flour Mills Nig. Plc.
180,431,557,981.92
1.68
14
14
Union Bank Nigeria Plc.
171,898,435,680.65
1.60
15
15
P Z Cussons Nigeria Plc.
145,756,212,321.95
1.36
16
16
Stanbic IBTC Holdings Plc
132,000,000,000.00
1.23
17
17
Cadbury Nigeria Plc.
109,521,585,600.00
1.02
18
18
Dangote Sugar Refinery Plc
101,880,000,000.00
0.95
19
19
Diamond Bank Plc
101,326,701,735.00
0.94
20
First City Monument Bank
Plc.
91,397,126,558.40
0.85
20
Top 20 Market
Capitalization
9,148,181,316,270.92
85.20
Other 180 Equities
1,589,179,211,512.06
14.80
Equity Market
Capitalization
10,737,360,527,783.
00
100.00
Source: Compiled from reports supplied by The NSE
22
MONITORING AND INVESTIGATION
During the reviewed period (first quarter 2013) , the following activities took place:
Prudential Supervision
OFF-SITE INSPECTION
Broker/Dealer Operations
There was an extracted data on 231 Broker/Dealer returns for the fourth quarter 2012
compared to the 226 returns analyzed for the third quarter 2012. The comparison of
key indicators for this quarter and the preceding quarter is as shown below:
S/N
INDICATORS
Q4''12
Q3''12
Increase/
(Decrease
)
=N= bn
=N= bn
48.85
43.95
4.90
11.15
44.95
52.19
(7.24)
(13.87)
19.70
18.90
0.80
4.23
29.15
27.26
1.89
6.93
135.50
144.74
(9.24)
(6.38)
6 Aggregate Other Assets
35.87
39.03
(3.16)
(8.10)
7 Aggregate Investment in
quoted securities
55.45
57.94
(2.49)
(4.30)
8 Aggregate Unquoted
Investment
36.39
1.79
5.17
9 Aggregate Loans to clients
14.12
10.98
3.14
28.60
10 Level of Profitability (Net)
0.30
0.19
0.11
57.89
190.68
188.69
1.99
1.05
1 *Aggregate Shareholders’
Funds
2 Aggregate Indebtedness to
banks
3 Aggregate Cash & Short
term funds
4 Aggregate Fixed Assets
5 Aggregate Total Liability
11 *Aggregate Total Assets
=N= bn
%Change
%
34.60
23
*Please note that in order to ensure consistency and comparability in the
broker/dealer sector analysis, two major indices (Total Assets and
Shareholders’ Funds were adjusted to reflect the effect of the diminution
in value of quoted securities).
The overall performance of Broker/Dealer Firms in the fourth quarter ended December
31, 2012 showed that the aggregate Shareholders’ Funds increased by approximately
N4.90billion when compared with the third quarter of 2012, representing 11.15%
increase. This could be attributed to aggregate profitability of N303million, an increase
of 57.89% from aggregate Profit of N190million of the preceding third quarter. The
increase in Shareholders’ Funds could also be from the injection of fresh capital by
some firms, complemented by increase in the aggregate values of Cash & Short Term
Funds, and Fixed Assets.
On the other hand, there was an improvement in the level of gearing, evidenced by the
decrease in the aggregate level of Indebtedness to Banks by 13.87% and also the
decrease in the aggregate Total Liabilities by 6.38% from the previous quarter.
The aggregate value of Investments in Quoted Securities declined by 8.10% from the
previous quarter. Investment in “Other Assets” also declined from N39billion to
N35.87billion in the first quarter, 2013. However, Investment in Unquoted Securities
increased by approximately 5.17% from N34.60 billion to N36.39billion. There was also
an increase in Loans to Clients by 28.60%.
The decline in the Quoted Securities’ investment and “Other Assets” when compared
with the increase in Cash & Short Term Funds, increased investment in Fixed Assets,
increase in Unquoted Equity and the decrease in Total Liability and Indebtedness to
Banks indicated that the Broker/Dealers liquidated some investments to reduce
outstanding liabilities, while also reinvesting part in Unquoted Equities and Fixed
Assets.
The overall sector performance showed an increase in Total Assets from N188.69
billion in the previous quarter to N190.68billion in the fourth quarter, showing a 1.05%
increase.
24
Fund/Portfolio Management Operations
A total number of eighty-four (84) registered Funds/Portfolio Managers filed returns
on their activities with the Commission by the end of the 4th Quarter, 2012. A review of
these returns indicated forty-four (44) active Operators, forty (40) inactive and an
aggregate shareholders’ fund of N123.3bn- a decline by 5% compared to 3rd quarter
2012 result of 129.9bn.
The total funds/Portfolio under management was 353.2bn, and increased by 4.6%
compared to the result of the previous quarters. Find below a summary of the
investments:
S/
N
Indices
Qtr. 4
2012
Qtr.3
2012
(N)
(N)
Diff
%∆
( N)
Per
Qtr
1
Aggregate Shareholders’
fund
123.3bn
129.9bn
(6.6bn)
(5)
2
Total Funds Under
Management
353.2bn
337.8bn
15.4bn
4.6
25
3
Investment in Quoted
Equities
200.3bn
184.4bn
15.9bn
8.6
4
Investment in Other Markets
148.5bn
146.9bn
1.6bn
1.1
5
Un-Invested Funds
4.4bn
6.6bn
(2.2bn)
(33.3)
6
Number of Returns Filed
84
85
1
1.8
*Adjustment has been made for Nigerian banks registered as
funds/portfolio managers who could no longer carryout portfolio
management functions as a result of regulatory directives.
Eleven (11) firms were observed to have fallen short of the minimum required capital to
perform Fund/Portfolio Management functions as prescribed by the Commission, out
of these, six (6) were in a negative position.
Anti – Money Laundering/Counter Financing of Terrorism Activities
ANALYSIS OF THE RETURNS
A total of 26 Capital Market Operators had submitted returns on the AML/CFT Foreign
Exchange Transaction Reports (FTRs).The reports were analyzed accordingly and the
analysis indicated that no capital market operator carried out foreign exchange
transaction during the period under review.
AML/CFT RISK BASED SUPERVISION
The ongoing analysis of Risk Based Supervision (RBS) inspection report of seventy two
(72) CMOs, sixty eight (68) broker dealers controlling 80% of the Capital Market
transactions and four (4) funds/portfolio managers had reached advanced stage. The
test run of the process using the new Template developed with the assistance of
International Monetary Fund (IMF) was faced with numerous challenges ranging from
26
non response to imputed data by the matrix to failure in saving the data. However, as a
result of numerous meetings and correspondences with the IMF Technical assistants
and support from IT department of SEC, significant progress was achieved.
MEETING BETWEEN THE MONITORING DIVSION STAFF OF SEC,
NIGERIA & FINANCIAL INTELLIGENCE COUNCIL OF GHANA
A meeting was held between Financial Intelligence Council of Ghana delegation headed
by the CEO of FIC Ghana, Mr S. Thompson and the staff of AML/CFT unit of SEC
Nigeria. The purpose of the meeting as stated by Mr S. Thompson was to enable SEC
share its experience with FIC and make inputs as the FIC Ghana is in the process of
amending their laws relating to Anti Money Laundering and Counter Financing of
Terrorism (AML/CFT).
In the quarter under review, the Commission received a total of 277 correspondences
from various capital market operators and investors, while 569 correspondences
emanated from the Commission to operators and investors respectively.
STOCKBROKERS
Out of the 277 correspondences received, 136 were in respect of stockbrokers. The
breakdown are as shown below:
New complaints
Correspondences on existing complaints -
v
v
Total
-
The breakdown of the new complaints is as follows:
Month
Unauthoriz Non
Refusal/
ed/
remittan Illegal
fraudulent
ce of
transfer of
sale of
share
shares
shares
sale
proceeds
January
58
78
136
Falsificatio
n of clients’
accounts
Non purchase
of shares/
undue delay
in the
purchase of
stocks
Gran
d
Total
11
2
1
2
10
26
February
3
3
4
3
3
16
March
6
1
1
4
4
16
Total
20
6
6
9
17
58
REGISTRARS
Out of the 277 correspondences received, 121 were in respect of Registrars, the
breakdown is as follows:
v New complaints
-
82
27
v Correspondence on existing complaints Total
-
39
121
The breakdown of the new complaints is as follows:
Month
Non-receipt
of dividends
warrants/
bonuses
Returned
monies for
un-allotted
shares
Non
verificati
on of
share
certificat
es
Non
issuance
of share
certificat
es
Wrong
crediting
bonus
shares/non
crediting &
CSCS
accrued
Grand
Total
-
18
January
6
1
7
4
February
19
1
-
2
1
23
March
16
1
1
9
14
41
Total
41
3
8
15
15
82
MISCELLANEOUS
Out of the 277 correspondences received, 20 were in respect of Miscellaneous
(complaints against Capital Market Operators other than Stockbrokers and
Registrars). See the breakdown as follows:
Month
Breach of
agreement
/
CSCS
Stateme
nt
Public
offer/Private
Placement/sh
are cert.
Margi
n
Facilit
y
Fraudule
nt
Conversi
on
Withholdi Tot
al
ng of
informati
on
-
4
1
Non
payment
January
2
-
1
Februar
y
1
-
1
March
1
1
1
1
4
1
9
Total
4
1
3
1
9
2
20
1
8
3
RESOLVED AND CLOSED CASES
A total of 125 cases were resolved and closed during the first quarter of 2013. The
breakdown is as follows:28
STOCKBROKERS – Breakdown by nature of complaints
Month
Unauthorize
d/
fraudulent
sale of
shares
Non
remittan
ce of
share
sale
proceeds
Refusal/
Illegal
transfer of
shares
Falsificatio
n of clients’
accounts
January
3
1
-
February
-
1
March
-
Total
3
Grand
Total
-
Non
purchase/no
n
verification
of shares/
undue delay
in the
purchase of
stocks
2
-
1
1
3
2
-
1
-
3
4
-
2
3
12
6
REGISTRARS RELATED ISSUES – Breakdown by nature of complaints
Month
Nonreceipt/revalid
ation of
dividend
warrants/
bonuses
Returned
monies
for unallotted
shares
Non
verificat
ion of
share
certifica
tes
Non
issuanc
e of
share
certifica
tes
January
3
2
-
3
Wrong
Grand
crediting bonus Total
shares/non
crediting &
CSCS
accrued/falsific
ation of
account/unethi
cal
1
9
February 7
5
9
19
7
47
March
48
2
1
4
1
56
Total
58
9
10
26
9
112
MISCELLAENOUS (complaints against Capital Market Operators other than
Stockbrokers and Registrars)
Month
Breach of
agreeme
nt/
CSCS
Stateme
nt
Public
offer/Privat
e
Placement/
share cert.
Margi
n
Facilit
y
Fraudule
nt
Conversi
on
Withholdi Total
ng of
informati
on
-
-
1
-
-
Non
payment
January
-
1
29
Februar
y
-
-
-
-
-
-
March
-
-
-
-
-
-
Total
-
-
-
1
-
-
1
ALL PARTIES MEETING
As one of the dispute resolution mechanisms adopted by the Commission in resolving
complaints, four (4) all parties meeting were held during the quarter.
DATE
REMARKS
S/N NAME OF PARTIES
1. Jigawa State
February 13,
Investment &
2013
Property
Development
Company Limited
Vs.
APT Securities &
Fund Limited
2. Zenith Bank Plc &
February 27,
Zenith Capital
2013
Limited
Vs.
Chike Onyemenam &
Associate
3. The Church of Nigeria March 15, 2013
(Anglican
Communion) Vs. BGL
Asset Management
Limited
4. Tekobah Pelumi
March 14, 2013
(Eddy Njoku & Co)
Vs.
Nova Finance &
Securities Limited
The breakdown of the new complaints is as follows:
Month
Non-receipt
of dividends
warrants/
bonuses
Returned
monies for
un-allotted
shares
Non
verificati
on of
share
certificat
es
The parties were directed to
reconcile their accounts from
inception and forward their
position to the Commission.
Available documentary
evidence to support claims
made by Zenith Bank Plc was
being awaited.
BGL has agreed to pay N50m
monthly to the Church till
full restoration (December
2013). An agreement to this
effect was drawn up by BGL.
An agreement was reached
and Memorandum of
Settlement was signed by the
parties
Non
issuance
of share
certificat
es
Wrong
crediting
bonus
shares/non
crediting &
CSCS
accrued
Grand
Total
30
January
6
1
7
4
-
18
February
19
1
-
2
1
23
March
16
1
1
9
14
41
Total
41
3
8
15
15
82
MISCELLANEOUS
Out of the 277 correspondences received, 20 were with respect to Miscellaneous
(complaints against Capital Market Operators other than Stockbrokers and
Registrars). The breakdown is as follows:
Month
Breach of
agreement
/
CSCS
Stateme
nt
Public
offer/Private
Placement/sh
are cert.
Margi
n
Facilit
y
Fraudule
nt
Conversi
on
Withholdi Tot
al
ng of
informati
on
-
4
1
Non
payment
January
2
-
1
8
Februar
y
1
-
1
March
1
1
1
1
4
1
9
Total
4
1
3
1
9
2
20
1
3
RESOLVED AND CLOSED CASES
A total of 125 cases were resolved and closed during the first quarter. The breakdown
is as follows:STOCKBROKERS – Breakdown by nature of complaints
Month
Unauthorize Non
Refusal/
Falsificatio Non
d/
remittan Illegal
n of clients’ purchase/no
fraudulent
ce of
transfer of accounts
n
sale of
share
shares
verification
shares
sale
of shares/
proceeds
undue delay
in the
purchase of
stocks
January
3
1
2
February
-
1
-
1
1
Grand
Total
6
3
31
March
-
2
-
1
-
3
Total
3
4
-
2
3
12
REGISTRARS – Breakdown by nature of complaints
NonReturned Non
Non
Wrong
Grand
receipt/revalid monies
verificat issuanc crediting bonus Total
ation of
for union of
e of
shares/non
dividend
allotted
share
share
crediting &
warrants/
shares
certifica certifica CSCS
bonuses
tes
tes
accrued/falsific
ation of
account/unethi
cal
January 3
2
3
1
9
Month
February 7
5
9
19
7
47
March
48
2
1
4
1
56
Total
58
9
10
26
9
112
MISCELLAENOUS Miscellaneous (complaints against Capital Market Operators other
than Stockbrokers and Registrars)
Month Breach of
CSCS
Public
Margi Fraudule Withholdi Tot
al
agreement Stateme offer/Privat n
nt
ng of
/
nt
e
Facilit Conversi informati
on
on
Placement/s y
Non
hare cert.
payment
January
-
-
-
1
-
-
Februar
y
-
-
-
-
-
-
March
-
-
-
-
-
-
Total
-
-
-
1
-
-
1
1
SUMMARY OF OUTSTANDING COMPLAINTS
Outstanding complaints brought forward as at December 31, 2012 Additional new Complaints as at first Quarter (Jan – March 2013) -
519
160
Total complaints as at f1rst quarter, 2013 -
679
32
Less: Complaints forwarded for enforcement action to Enforcement &Compliance Dept.
(Complaints Resolved January – March, 2013) 12
Total complaints resolved/closed and forwarded to E&C Dept.
Total outstanding complaints as at January 31, 2013
-
125
-
554
33
SECURITIES AND INVESTMENTS SERVICES
INVESTMENT DIVISION
1. During the period under review, the following applications were processed, approved and
cleared:
§ Four (4) special placements
with total volume of N3,683,051,157 valued at
N2,874,104,156.10 were approved
§ Two (2) Bonds Issue (one corporate and one supranational bond)
worth
N17,000,000,000 was also approved;
§ Four (4) bonus Issue with 124,786,585 unit shares worth N62,093,293.00 were
registered;
§ Eight (8) allotment proposals valued at N144,963,855,552.10 were approved;
§ One (1) Share Capital Reconstruction; and
§ One (1) Resuscitation of Offer
2. Nineteen (19) applications comprising of seventeen (17) offers and two (2) allotment
proposals were under processing.
3. New Rules on Sukuk issuance in Nigeria was approved on the 28th February 2013.
Bonus Issued
S/
N
Nominal
price
ISSUER
BOC Gases Plc
1.
Volume
(Unit)
Value (N)
Bonus
Ratio
23,124,706
11,562,353.00
1:17
10,000,000
5,000,000.00
1:24
60,699,210
30,049,605.0
0
1:5
30,962,669
15,481,335.00
1:33
124,786,585
62,093,293.
00
ISSUING HOUSE
Date
Approved
BOC Gases Plc
07/03/13
Poly Products Nig. Plc
11/03/13
Ekikhalo Chambers
14/03/13
Banwo & Ighodalo
05/02/13
50Kobo
Poly Products Nig.
Plc
2.
50Kobo
Mobil
Production
Oil
3.
50Kobo
Guiness Nig. Plc
4.
50Kobo
Total
ALLOTMENT CLEARED
Equity
S/
N
ISSUER
1
Livestock
Feeds Plc
ISSUE
TYPE
ISSUING
HOUSE
Placing
Cashcraft
Asset Mgt
Ltd
VOLUME
800,000,00
0
PRIC
E
N:K
1.13
VALUE(N)
904,000,000.
00
2
3
Rak
Unity
Petroleum
Plc
Guinea
Insurance
Plc
Placing
Placing
Afrinvest
(WA) Ltd
Capital
Asset
Limited
43,051,157
7.90
340,104,156.1
0
740,000,00
0
0.50
370,000.000.0
0
Subscripti
on level
(%)
100
Date
Approve
d
15/03/13
REMARK
S
100
15/03/13
opened and
closed
05/03/13
100
20/02/13
opened and
closed on
08/02/13
opened and
closed on
29/01/13
34
4
Fanmilk Plc
Right
FBN
Capital
Total
449,917,132
3.00
2,032,968,
289
1,349,751,396.
00
100
09/01/13
The Offer
opened on
17/09/12 &
closed on
24/10/12
2,963,855,55
2.10
SHARE CAPITAL RECONSTRUCTION
International Energy Insurance (IEI) Plc- Share Capital Reconstruction: The
proposed share reconstruction of the company from 6,420,427,449 Ordinary Shares of 50
kobo each to 1,284,085,489 ordinary shares of 50 kobo each was approved on the 15th
March, 2013.
RESUSCITATION OF OFFER
Aso Savings and Loans- Rights Issue of 11,046,189,224 Ordinary Shares of 50 kobo at
60 kobo each: The Offer was aborted in February 2013 as a result of not attaining the
minimum subscription level of 50%. However, an approval to resuscitate the Offer was
granted to the Issuing House on 20th March, 2013
APPLICATIONS UNDER PROCESSING
S/
N
1.
Issuer
Austin Laz
Issuing House
Issue Type
Deap Capital Mgt and
Trust Co. Ltd
1.5 Billion 16% convertible redeemable
Bonds.
2.
WAPIC Insurance Plc
BGL Plc
Rights
Issues
of
6,379,006,734
ordinary shares of 50 kobo each at 55
kobo per share.
3.
The La Casera
Company Plc
Stanbic IBTC Bank Plc
Proposed shelf Registration of N15
Billion Debt Issuance Programme.
4.
Property gate
Development &
Investment Plc
Property gate
Development &
Investment Plc
Registration of securities balance of
9,850,000 ordinary share capital of
250,000,000.
5.
Property gate
Development &
Investment Plc
Meristem Securities
Limited
Rights Issue of 37,500,000 Ordinary
Shares of 50 kobo each and Private
Placement of 12,500,000 Ordinary
Shares of 50Kobo
6.
Niger Delta
Exploration and
Production
Chapel
Hill
Advisory Rights issue of 18,789,007 ordinary
Partners Limited
shares of N10 each at N160 per share.
7.
Funman Agricultural
Product Plc
Pan Africa Capital Ltd
Registration of its existing shares of
1,200,000,000 ordinary shares of 50
kobo each.
35
8.
C&I Leasing Plc
9.
Union Bank of Nigeria
Plc
Fortis Microfinance
10.
Bank Plc
11.
12.
C&I Leasing Plc
Approval to convert loans to ordinary
shares.
Chapel Hill Advisory
Proposed
scheme
for
the
reorganization of capital between
Union Bank Plc and the holders of its
fully paid up ordinary shares.
Stanbic IBTC
Offer for sale of 500,000,000 ordinary
shares of 50 kobo each at N4.00 per
share.
Intercontinental
Homes Savings and
Loans Plc
Capital Assets Limited and Special Placement of 500,000,000
Equity Capital Solutions Ordinary Share of N1.00 at N1.00 per
Limited
Share
Resort Savings and
Loans Plc
Greenwich Trust Plc
Rights
Issue
of
3,600,000,000
Ordinary shares of 50Kobo each and
IPO of 3,333,3333,334 Ordinary Shares
of 50Kobo each at 50Kobo and 51Kobo
respectively
Nigeria Stock brokers
Limited
Special Placing of 23,333,333,334
Ordinary Shares of 50Kobo at
N1.50Kobo per share
13. Wema Bank Plc
14.
Infinity Trust
Mortgage Bank
Lead Capital
Registration
of
its
shares
of
6,000,000,000 Ordinary Shares of 50
kobo each
15.
Kewalram Chanrai
Group
Kewalram
Transfer of shares – Private Company
with alien interest.
Pan African Capital Plc
Registration of Existing Securities
7,138,199,210 ordinary shares of 50
kobo each.
BGL Plc
Cancellation of issued 2,212,046,824
Ordinary Shares of 50Kobo each
16. Spring Mortgage Plc
17.
Standard Alliance
Insurance Plc
ALLOTMENTS UNDER PROCESSING
S/N
Issuer
Issuing House
Issue Type
1
African Paints
Nig. Plc
Chapel Hill Advisory
Partners
Rights Issue of 130,000,000 ordinary shares
of 50 kobo each.
2.
Vono Products
Plc
Greenwich Trust Limited
Rights Issue of 525,000,000 ordinary shares
and Integrated Trust and
of 50 kobo each at N1.60 per share.
Investment Ltd
36
MERGERS AND TAKEOVER DIVISION
MERGER
• Application received
• Pending applications
• Application Approved
1
1
7
ACQUISITION
• Application received
• Pending applications
• Application Approved
4
6
2
RESTRUCTURING
• Application received
• Pending applications
• Applications Approved
3
1
2
TRANSACTION FOR NOTING
1
MERGER
NEW APPLICATION
1. PROPOSED MERGER BETWEEN UNIVERSAL INSURANCE PLC AND
AFRICAN ALLIANCE INSURANCE PLC.
The transaction involved a merger between Universal Insurance Plc and African
Insurance Plc. All the Assets and liabilities of Universal Insurance Plc was expected to
be transferred to African Alliance Insurance on consummation of the merger. Shares of
African Alliance Plc were expected to be issued to shareholders of Universal Insurance
Plc as consideration for asset and liabilities transferred.
STAGE OF PROCESSING
The review of the application had been done and Merger Notification communicated to
the parties
OUTSTANDING MERGER APPLICATIONS
2. MERGER NOTIFICATION ON THE PROPOSED MERGER OF PLANET
CAPITAL LIMITED, EMERGING CAPITAL LIMITED AND STRATEGY AND
ARBITRAGE LIMITED.
The transaction jointly filed by Finmal Finance Services Limited, PanAfrican Capital
Plc, Globanc Management Associates Ltd involved the merger between Planel Capital
Limited, Emerging Capital Limited and Strategy and Arbitrage Limited into one entity
known as Planet Capital Limited.
37
STAGE OF PROCESSING
Clearance of scheme
STATE OF PROCESSING
Approval in Principle was granted on 31/1/13, awaiting submission of scheme and
other supporting documents from the Financial Advisers.
1.
2.
APPROVED MERGER TRANSACTION
WAPIC INSURANCE PLC AND INTERCONTINENTAL PROPERTIES
LIMITED
The transaction was filed by BGL Plc on 11th October, 2012. The proposal was to
combine WAPIC Insurance Plc and Intercontinental Properties Ltd. into a single legal
entity via a scheme of merger. All the assets, liabilities and undertakings including real
and intellectual property rights of Intercontinental Properties to be transferred to
WAPIC Insurance Plc in consideration for the transfers, all shareholders of
Intercontinental Properties would receive 2 shares in WAPIC Insurance in exchange for
1 share held by them in Intercontinental Properties. The entire share capital of
Intercontinental Properties would be cancelled and dissolved without winding up. The
transaction was approved on 18/01/13
PROPOSED MERGER BETWEEN TIDDO SECURITIES LIMITED AND
TIDDO INVESTMENT MANAGEMENT LIMITED
The transaction filed by North Bridge Investment and Trust Limited involved merger
between Tiddo Securities Limited and Tiddo Investment Management Limited. All
assets, liabilities and undertakings, including real property and intellectual property
rights of Tiddo Investment Limited be transferred to Tiddo Securities Ltd., and Tiddo
Investment Ltd would be dissolved without winding up. The transaction was approved
on 18/01/13.
3. PROPOSED MERGER BETWEEN FLOUR MILLS OF NIGERIA PLC,
NIGERIA BAG MANUFACTURING COMPANY PLC, NORTHERN BAG
MANUFACTURING LIMITED AND BAGCO MORPACK NIGERIA LTD
The transaction was filed by FCMB Capital Market, Zenith Bank Plc and Stanbic IBTC
Bank on behalf of the Companies. It involved the Merger between Flour Mills Nigeria
Plc, Nigerian Bag Manufacturing Company Plc, Northern Bag Manufacturing Company
and Bagco Morpack Nigeria Ltd. All the assets, liabilities and undertakings of Bagco,
Bagco North Morpack, including real properties and intellectual property rights of
Bagco, Bagco North and Morpack be transferred to Flour Mills. The entire issued share
capital of the 3 Companies would be cancelled and the Companies would be dissolved
without being wound up.
In consideration for the transfer of the assets, liabilities and undertakings of Bagco
Group, each Scheme shareholder would be entitled to N2.75 as cash consideration for
each Scheme Share or 1 Flour Mill share for every 25 Scheme Share.
4. MERGER BETWEEN CADBURY NIGERIA PLC AND STANMARK COCOA
PROCESSING COMPANY
The transaction was filed by Stanbic IBTC Bank Plc on behalf of the merging entities on
26/06/2012. The assets, liabilities and undertakings of Stanmark would be transferred
to Cadbury and the entire 1,005,000,000 Ordinary Shares of N 1 each would be
38
cancelled, Stanmark would be dissolved without being wound up. The Minority
Shareholders of Stanmark would receive N4 per share for every share held as at
terminal date. Stanmark Cocoa processing Company Limited is a wholly owned
subsidiary (99.34%) of Cadbury. The transaction was approved on the 15th March,
2013.
5
PROPOSED MERGER BETWEEN FLOUR MILLS OF NIGERIA AND NIGER
MILLS COMPANY LIMITED.
The transaction filed by Chapel Hill Advisory Partners Limited would result in a
consolidation of both companies and would be achieved through the transfer of all
assets, liabilities and undertakings of Niger Mills Limited to Flour Mills Nigeria Plc.
The entire issued share capital of Niger mills would be cancelled and Niger mills would
be dissolved without winding up. In consideration of the transfer of assets, liabilities
and undertakings, Niger Mills Shareholders would receive 2 Ordinary Shares of 50
kobo each in Flour Mills in exchange for every 11 shares of N2 each previously held by
each minority shareholders.
6.
PROPOSED MERGER BETWEEN CONSOLIDATED BREWERIES, DIL
/MALTEX AND BENUE BREWERY LTD
The transaction filed by Stanbic IBTC Bank PLC was part of a wider restructuring and
repositioning of Consolidated Breweries’ interests in other entities and would be
consummated with shares in the enlarged entity. Under the arrangement, the assets,
liabilities and undertakings of Dil/Maltex and Benue Brewery Ltd would be transferred
to Consolidated Breweries, while the two companies would be dissolved without
winding up.
7. PROPOSED MERGER BETWEEN CUSTODIAN AND ALLIED INSURANCE
AND CRUSADER (NIG) PL
The transaction was filed by Chapel Hill Advisory Services on behalf of the Companies. The
merger involves transfer of all assets, liabilities and undertakings, including real property
rights of Crusader Nigeria Plc to Custodian and Allies Insurance. The entire share capital of
Crusader comprising 7,585,463,073 ordinary shares of 50 kobo each would be cancelled and
Crusader would be dissolved without winding up. The majority shareholders would receive 8
ordinary shares Custodian in exchange for 34 Crusaders ordinary shares. The transaction
was approved on 8/02/13
ACQUISITION
1.
NEW TRANSACTIONS
PROPOSED ACQUISITION OF INDEPENDENT SECURITIES LTD BY
BUTTERPOT CAPITAL LIMITED.
The transaction filed by Tokumbo Orimobi on behalf of the parties involved the
divestment of Wema Banks indirect holdings through four (4) of its other subsidiaries
in Independent Securities Ltd. Butterpot Capital Limited would acquire 94.7% of the
issued ordinary shares of independent Securities Ltd for a purchase consideration of
N50,191,000.44@ 16K per share.
STATE OF PROCESSING
The application document had been reviewed.
39
2.
PROPOSED MANAGEMENT BUY-OUT OF FIRST REGISTRARS LTD BY
SRM PARTNERS LTD.
The transaction involved the acquisition of the entire shareholdings of First Registrars
Ltd by the Management team of the company using SRM Partners Ltd as the SPV to
facilitate the transaction.
STATE OF PROCESSING
The application document had been reviewed.
3.
PROPOSED ACQUSITION OF MAJORITY EQUITY STAKE IN PORTLAND
PAINTS AND PRODUCTS NIGERIA PLC. (PORTLAND PAINTS) BY UAC OF
NIGERIA PLC.
The application was jointly filed on January 31, 2013 by Stanbic IBTC Bank and Chapel
Hill Advisory Partners Limited. It involved the acquisition of 204,000,000 ordinary
shares in Portland paints Plc representing a 51% equity stake in Portland Paints,
packaged by UAC of Nigeria Plc.
STATE OF PROCESSING
The review of the process had been done.
4.
PROPOSED ACQUISITION OF PIVOT TRUST & INVESTMENT COMPANY
LIMITED BY CRYSTAL GLOBAL ASSETS LIMITED
The application involved the acquisition of Pivot Trust by Crystal Global Assets
Limited. The dealing license of Pivot Trust was withdrawn by the NSE because the
company had moribund, hence the need to inject fresh Capital by a core investor, which
was crystal Assets Global Assets Limited.
STATE OF PROCESSING
The review of the process has been done.
OUTSTANDING ACQUISITION TRANSACTIONS
1.
PROPOSED ACQUISITION OF 95% OF OCEANIC HEALTH MANAGEMENT
COMPANY BY ALPHA PARTNERS LIMITED HELD BY CRESSIDA NIGERIA
LTD FOR ECOBANK TRANSNATIONAL LTD.
Oceanic Capital Ltd & Gold Bank Management Associate were acting as ‘Financial
Adviser’ on the proposed acquisition of 95% equity stake in Oceanic Health Management
Company by “Cressida Nigeria Plc” a special purpose vehicle owned by Ecobank
Transnational.
STATE OF PROCESSING
The Financial Adviser had responded to our deficiency letter dated 12th March, 2013, and
the additional submissions were currently under review.
2. APPLICATION FOR THE ACQUISITION OF DIAMOND CAPITAL AND
FINANCIAL MARKET LIMITED AND DIAMOND SECURITIES LIMITED BY
KAIZEN PARTNERS NIGERIA LIMITED.
Kaizen Partners had acquired Diamond Capital & Finance & Diamond Securities Ltd,
from Diamond Bank.
40
STATE OF PROCESSING
A deficiency letter was communicated to the financial adviser on the 13/12/12.
3. RATIFICATION OF ACQUISITION OF THAI FARMS INTERNATIONAL
LIMITED BY FLOUR MILLS OF NIGERIA PLC
The transaction was filed on October 29, 2012 by Primera Africa Fund Managers. The
shareholders of the THAI Farms had transferred 100% of their shareholdings
(349,650,132 ordinary share of 50kobo each) to Flour mills Nigeria Plc for a
consideration of N874,125,338 at N2.50 per share.
STATE OF PROCESSING
A deficiency letter was sent to the Financial Adviser on 26/02/2013.
4.
ACQUISITION OF FUG PENSION BY UNITY KAPITAL
Ratification of Unity Kapital Assurance Plc acquisition of 550 million units of FUG
shares from Unity Bank at N 1.10 per share for a total consideration of N660 million.
STATE OF PROCESSING
A deficiency letter was yet to be communicated to the Financial Advisers on
outstanding documents.
5
PROPOSED ACQUISITION OF ACEN INSURANCE COMPANY PLC BY
SOVEREIGN TRUST INSURANCE PLC
The application was filed by Greenwich Trust Ltd and Morgan Capital Group. It
involved the acquisition of the entire issued ordinary shares as well as assets and
liabilities of ACEN Insurance Plc at the exchange rate of 7 ordinary shares of Sovereign
Trust Insurance PLC for every 85 ordinary shares of ACEN Insurance.
STATE OF PROCESSING
The Financial Adviser had responded to the deficiency letter forwarded by the
Commission on May 30th 2012 and August 7, 2012 vide a letter dated 11th March 2013
informing the Commission of the proposed cash consideration for the acquisition of the
entire Issue and Paid-Up-Capital of ACEN Insurance Company Plc. The letter also
stated an Extra Ordinary General Meeting scheduled to obtain the approval of the
shareholders.
6.
PROPOSED ACQUISITION OF 60% SHAREHOLDING OF FEMI JOHNSON
BY MMC GROUP.
The acquisition involved MMC’s acquisition of 60% shareholding of Femi Johnson held
by Afrinet Investment Proprietary Limited for a cash consideration of N 304,813,740.
STATE OF PROCESSING
A reminder letter was communicated on 27/2/13 requesting the Financial Adviser to
respond to observed lapses.
APPROVED ACQUISITION TRANSACTION
1. ACQUISITION OF 2,143,281,975 ORDINARY SHARES OF N1 EACH
REPRESENTING 95% EQUITY IN SAVANNAH SUGAR COMPNAY LTD. BY
DANGOTE SUGAR REFINERY.
41
Dangote Sugar Refinery offered to buy 95% shareholding of Savannah Sugar Company
from Dangote Industries Limited. The transaction was granted approval on 16th
January 2013.
2. RATIFICATION OF ACQUISITION OF 52% SHARES OF TREASURE
CAPITAL & TRUST LIMITED BY GEM GLOBAL MARKETS LIMITED
The transaction was filed by Marina Securities which involved acquisition of 52%
shareholdings in Treasure Capital & Trust Limited by GEM Global Markets Limited.
The transaction was granted approval on the 21st February 2013.
RESTRUCTURING
1.
NEW RESTRUCTURING TRANSACTION
PROPOSED INTERNAL CORPORATE RESTRUCTURING OF FOOD
CONCEPT PLC AND FREE RANGE FARMS LTD.
The transaction involved a backward integration which would lead to a separation of
both entities by the divestment of Free Range Farms via the issuance of the entire shares
of the company to Food Concept shareholders pro rata based on their existing
shareholdings.
The divestment would be effected via a scheme of arrangement.
STATE OF PROCESSING
The application was under review and analysis.
2.
SCHEME OF ARRANGEMENT FOR REORGANISATION OF CAPITAL
BETWEEN GLAXOSMITHLINE CONSUMER NIGERIA PLC AND THE
HOLDERS OF ITS FULLY PAID ORDINARY SHARES OF 50K EACH
The transaction was filed by Chapel Hill Advisory Partners Limited. The transaction
involved the reorganization of Capital of GlaxoSmithKiline Consumer Nigeria (GSK
Nigeria) and Holders of its fully paid Ordinary Shares and a reduction in GSK Nigeria’s
Share Capital. It had proposed that 2 out of every 3 shares held by existing
shareholders of GSK Nigeria would be cancelled, pursuant to section 106 CAMA. Also,
the holders of the shares so cancelled would retain 1 ordinary share of 50k each in the
reorganized GSK Nigeria credited as fully paid for every 3 ordinary shares of 50k each
held by the shareholders after the initial restructuring.
STATE OF PROCESSING
The application was under review and analysis.
3.
PROPOSED INTERNAL RESTRUCTURING OF HONEYWELL FLOUR MILLS
PLC AND HONEYWELL SUPERFINE FOODS LIMITED
The transaction was for the internal restructuring of Honeywell Flour Mills and
Honeywell Superfine Foods Limited a wholly owned subsidiary of Honeywell Flour
Mills, wherein Honeywell Superfine would be converted into a division of Honeywell
Flour Mills. The transaction was filed on 19/02/13.
STATE OF PROCESSING
The transaction was under review
42
OUTSTANDING RESTRUCTURING
RESTRUCTURING OF RINGADAS NIGERIA LIMITED, ASCA BITUMEN
COMPANY LIMITED, MORAGA MORTAIN NIGERIA LIMITED AND GNB
LOGISTICS NIGERIA LIMITED.
The restructuring was filed by Joint Heir Chambers which involved the consolidation of
Ringadas Nigeria Limited, ASCA Bitumen Company Limited, Morgan Nigeria Limited
and GNB Logistics Nigeria Limited.
1.
STATE OF PROCESSING
A deficiency letter was communicated to the financial adviser on 22/01/13.
APPROVED RESTRUCTURING
1. PROPOSED INTERNAL RESTRUCTURING OF HONEYWELL FLOUR
MILLS PLC AND HONEYWELL SUPERFINE FOODS LIMITED
The transaction was for the internal restructuring of Honeywell Floor Mills and
Honeywell Superfine Foods Limited a wholly owned subsidiary of Honeywell Floor
Mills wherein Honeywell Superfine would be converted into division of Honeywell
Flour Mills. The transaction was filed on 19/02/13. Approval granted on 21st March
2013.
2
1.
PROPOSED BUSINESS COMBINATION BETWEEN EMERGING MARKETS
TELECOMMUNICATION SERVICES AND ALHERI SERVICES LIMITED
The transaction was filed by Cardinal Stone Partners and it involved business
combination between Emerging Markets Telecommunication Services Ltd (EMTS) and
Alheri Mobile Services Limited (AML). AML would be wholly-owned subsidiary of
EMTS. The transaction was approved on 22nd March 2013.
OTHER TRANSACTIONS
CHANGE OF SHARE HOLDING STRUCTURE OF SKYE TRUSTEES LTD
Skye Trustees Limited wrote to the Commission notifying them of change of structure
of the company.
The transaction involved acquisition of Skye Bank’s equity interest
in Skye Trustees by Blue Ridge Capital.
STATE OF THE PROCESSING
A letter was sent to the company requesting for the ratification of the transaction.
43
FINANCIAL STANDARD AND CORPORATE
GOVERNANCE
HALF YEARLY RETURNS
Half Yearly Returns Received
The Commission received only 1(one) half yearly return on Corporate Governance from
the Public quoted companies during the reviewed period.
Half Yearly Returns Reviewed
1. Half Yearly Return Reports
The Commission reviewed the half yearly returns form of 92 (Ninety-two) quoted
companies to determine the companies’ compliance with the Code of Corporate
Governance, CAMA and the Investment Securities Act (ISA) 2007.
Following the review of reports received, the following lapses were observed and
communicated to the companies. They are all yet to respond to:
1. Late submission of returns which contravened section 65 of the ISA 2007.
2. Incomplete half yearly returns forms.
3. High number of director related credit.
4. Large number of staff disciplined during the period.
5. Non disclosure of net working capital on return forms.
6. Inadequate disclosure on highest paid Director
7. Inadequate Audit / Board Committees
8. Internal Control breaches
9. Non-certification of half yearly return forms
10. Non- commencement of e-dividend filing.
11. Inadequate Board committees e.g. Remuneration and Risk Management
Committee.
12. Audit committee not meeting with the Board and Internal Audit as required by
the Code of Corporate Governance.
13. Irregular Board meeting.
14. Engagement of External Auditors for a long period.
15. Notices of AGMs sent to shareholders falling short of 21 days as required by the
Code of Corporate Governance.
Other activities carried out during the reviewed period, include:
a. Request for extension: Following the various requests for extension by one
month for the submission of IFRS annual reports of all companies who were yet
to submit their report t0 the Commission, the requests were granted to enable
these public quoted companies comply with the IFRS submission.
44
b. Other requests: The department also handled other requests for information
to confirm different parties, to nominate a new representative on the board of
the Institute of Directors (IOD) centre for corporate governance and to confirm
whether Mr Alex okoh and Muhammed Baba were fit and proper persons.
c. Change of Notifications: The Commission also received a notification for the
change of address of John Holt, Change of accounting year of International
Securities Ltd and Change of directors of Abbey building company plc.
Notice of Appointment- Jaiz bank notified the Commission of its
appointment of Hassan Usman as Acting MD.
DISCLOSURE AND COMPLAINCE
Unclaimed Dividend
During the quarter, the Commission received returns on un-claimed dividend of a total
of N 43,834,838,646.30 in the companies books as at December 2012.
The top five companies with highest amount of unclaimed dividend were:
GTBank Plc
Union Bank Plc
Guiness Nigeria Plc
Access Bank Plc
First Bank Plc
N 5,699,861,957.28
N 5,661,027,194.27
N 4,452,710,099.87
N 3,456,912,623.58
N 3,167,121,353.94
MANDATORY SIGNING OF THE NEW CODE OF CORPORATE
GOVERNANCE
A total of One Hundred and Fifty Five (155) Public quoted companies signed up to the
New Code of Corporate Governance.
ANNUAL GENERAL MEETINGs
The Commission received notices to attend the AGMs of twelve (12) public companies
during the period.
QUARTERLY FINANCIAL STATEMENTS:
Ninety-Four (94) quarterly returns were received and reviewed in the quarter.
QUARTERLY EARNINGS FORECAST:
Quarterly earnings forecast from Thirty-Four (34) companies were received and being
reviewed to test for material variation.
ANNUAL FINANCIAL REPORT:
Eighteen (18) audited annual accounts and reports were received and reviewed during
the period.
INTERNATIONAL
FINANCIAL
REPORTING
STANDARDS
(IFRS)
IMPLEMENTATION TRAINING
The Commission in conjunction with the International Chartered Accountants of
England and Wales (ICAEW) trainers conducted the Basic Accounting and Certificate
45
training in IFRS for staff members of SEC. These trainings were conducted in 2 batches
consisting of the Basic accounting and the Certificate in IFRS.
The program was sponsored by the World Bank.
46
COLLECTIVE INVESTMENT SCHEMES
UNIT TRUST DIVISION
During the period under review, four (4) applications for Registration & Authorization
were approved. They include:
1. ARM Money Market Fund: Approval was granted for the Offer to be
opened to the public for Twenty Eight (28) working days, starting from
Monday, February 18, 2013 and closing Wednesday, March 27, 2013.
2. Stanbic IBTC Money Market Fund - Registration of additional 100
Million units was approved.
3. Vetiva NSE 30 Index Securities: Approval was granted to suspend the
opening of the Offer pending when the Nigeria Stock Exchange (NSE) selects
an alternate Index Partner on which the platform would track the NSE 30
Index.
4. UPDC Real Estate Investment Trust: Approval was granted for the
Offer to open to the public for twenty eight (28) working days, starting
Tuesday, February 19, 2013 and closing Thursday, March 28, 2013.
New Application received for Registration of Unit Trust Scheme during the
period under review was:
AIICO Money Market Fund: This was an application for registration and
authorization of 10, 000,000 units at N100.00 each at par in the proposed
Initial Public Offering (IPO) of the AIICO Money Market Fund. The objective of
the Fund was in line with its parent company’s (AIICO Insurance Plc) to be a
one-stop financial institution as well as to optimize its fund under management
and bolster its revenue base.
Applications under processing:
SFS Fixed Income Fund: This was an application for registration and
authorization of 500,000,000 units of N1.00 each at par in the proposed Initial
Public Offering (IPO) of the SFS Fixed Income Fund. The objective of the Fund
was to achieve capital preservation of assets and maximize investment returns
on capital employed by investing in a diversified and selected portfolio of high
quality bond securities and money market instruments. The application was
being processed.
Allan Gray Africa Equity Fund Limited: This was an application for
registration and authorization of a Foreign Collective Investment Schemes (CIS)
soliciting for investments in Nigeria. The Fund had an authorized share capital
of US $12,000,000.00 divided into shares of US $1.00 each. As at June 30, 2012
the size of the Fund was US $223 million and the Fund price was US$157.01.
The objective of the Fund was to invest in a focused portfolio of companies with
47
significant business interests in Africa, regardless of the location of the stock
exchange listing with the aim to outperform African equity markets over the long
term without taking on greater risk of loss using the MSCI Emerging and
Frontier Markets (EFM) Africa Index as benchmark. The application was being
reviewed.
Stanbic IBTC Iman Fund: This was an application for registration and
authorization of a Shariah compliant portfolio of 2,500,000 units of N1,000.00
each in the Initial Placement of the Stanbic IBTC Iman Fund. The objective of
the Fund was to achieve long-term capital appreciation of its assets by investing
a minimum of 70% of the Funds assets in Shariah compliant equity securities as
approved by the Shariah Advisory Council from time to time, and a maximum of
30% in Shariah Compliant Asset backed investments (SUKUK) and cash. The
application was being reviewed.
DV Balanced Fund: This was an application for registration and authorization
of 20,000,000 units of N100 each at par in the proposed Initial Public Offering
(IPO) of the DV Balanced Fund. The objective of the Fund was to achieve capital
appreciation over time, while mitigating volatility associated with investing in
Nigeria equities market.
Annual Audited Accounts Approved during the period under review
(January – March 2013)
A total of six annual audited accounts were approved during the reviewed period, they
include:
1. Anchor Fund: Draft of Audited Accounts/ Financial Statements for the year
ended 31st March, 2010.
2. Anchor Fund: Draft of Audited Accounts/ Financial Statements for the year
ended 31st March, 2011.
3. Bedrock Fund: Draft of Audited Accounts/ Financial Statements for the year
ended 31st March, 2010.
4. Bedrock Fund: Draft of Audited Accounts/ Financial Statements for the year
ended 31st March, 2011.
5. Bedrock Fund Draft Audited Accounts/ Financial Statements for the year
ended 31st March, 2012.
6. Paramount Equity Fund: Draft of Annual Audited Accounts/ Financial
Statements for the year ended 31st December, 2012.
Quarterly Investment Table of Unit Trust Schemes (Oct. – Dec. 2012)
QUARTERLY RETURNS INVESTMENT TABLE AS AT 31ST MARCH 2013
S
NAME
FUND
EQUI
MONEY
BOND
REAL
OTHE
TOTAL
EXPE
NO. OF
48
/
N
OF
FUND
MANAG
ER
TIES
MARKE
T
S
ESTA
TE
RS
EXPE
NSES
NSES/
NAV %
TOTAL
VALUE
OF
INVEST
MENT
N
N
N
N
N
NET
ASSET
VALUE
N
UNIT
HOLDER
S
N
₦
EQUITY
BASED
FUNDS
1
Stanbic
IBTC
Nigeria
n
Equity
Fund
Stanbic
IBTC
Asset
Mgt.
Limited
2.63%
2
Denham
Mgt.
Millenni
um Fund
Chapel
Hill
Denham
Mgt. Ltd
12,476
,810.9
5
Chapel
Hill
Denham
Mgt. Ltd
189,04
8,539.
10
17,810,16
3.93
3
Paramou
nt Equity
Fund
129,73
2,533.
83
53,014,4
32.84
4
Frontie
r Fund
Sterling
Capital
Market
Limited
Zenith
Bank Plc
3,405,
109,85
5.80
689,537,
671.23
5
Zenith
Equity
Fund
Asset &
Resource
s Mgt.
Co. Ltd
2,929,
148,88
5.65
655,019,
445.35
6
ARM
Discover
y Fund
Asset &
Resource
s Mgt.
Co. Ltd
2,470,
302,10
1.77
288,299,
769.20
7
ARM
Aggressiv
e Growth
Fund
FSDH
Asset
Manage
ment Ltd
2,438,
527,75
7.55
587,598,
858.63
8
Coral
Growth
Fund
9
Afrinvest
Equity
Fund
Afrinvest
West
Africa
Limited
1
0
Anchor
Fund
14,814,
500,11
0.26
342,515,
843.84
22,904,
680.50
15,179,92
0,634.60
392,007
,774.71
14,922,00
6,021.28
18120
1.05%
6,122,36
8.66
18,599,17
9.61
235,236
.06
22,323,09
4.08
5592
0.61%
10,000,
000.00
216,858,
703.03
1,311,67
7.57
215,967,31
6.97
8723
0.84%
-
182,746,
966.67
1,376,8
31.88
163,814,6
84.50
791
6.42%
-
-
-
4,094,64
7,527.03
251,388
,534.56
3,913,309,
453.31
8891
0.24%
524,722
,012.09
275,00
0,000.
00
-
4,383,89
0,343.09
13,309,
208.36
5,576,134,
674.00
24919
0.00%
92,447,
034.66
-
2,851,04
8,905.63
-
3,087,214,
141.00
7972
720,462
,754.96
-
3,746,58
9,371.14
39,972,
084.42
1.08%
3,717,676,
015.99
958
0.44%
354,50
2,708.
89
154,136,3
63.44
0
38,256
,134.71
4,000,00
0.00
896,528
.78
0.00
508,639,
072.33
2,245,4
10.15
43,152,6
63.49
699,843
.18
509,743,2
78.20
1799
43,180,66
7.02
996
1.62%
Cashcraft
Asset
Mgt.
-
49
Limited
Cashcraft
Asset
Mgt.
Limited
1.16%
83,844
,843.4
2
15,000,0
00.00
1,360,
702,50
6.39
-
11
Bedroc
k Fund
1
2
Nigeria
Internati
onal
Growth
Fund
Fidelity
Bank Plc
1
3
FBN
Heritag
e Fund
FBN
Capital
Limited
1,667,5
78,862
.13
2,133,616
,983.08
Alternati
ve
Capital
Partners
Limited
707,78
8,907.
88
464,315,
686.94
1
4
ACAP
Canary
Growth
Fund
1
5
IMB
Energy
Master
Fund
896,528
.78
-
99,741,37
2.20
1,162,30
6.06
100,391,0
90.47
1381
0.49%
34,007,
330.46
735,84
0,000.
00
-
2,130,54
9,836.85
12,990,
872.27
2,655,390,
425.77
2086
0.46%
5,021,735
,981.93
22,853,
638.49
5,008,127,
826.89
5997
0.77%
40,000,
000.00
252,75
8,487.
79
-
1,464,86
3,082.61
10,252,
347.30
1,335,839,
419.09
10884
-
Finbank
Plc
210,64
4,587.
41
882,6
05,68
0.02
-
Legacy
Fund
CSL
Stockbro
kers
Limited
1
7
UBA
Equity
Fund
UBA
Asset
Manage
ment
Limited
BGL
Asset
Manage
ment
180,16
3,739.
41
-
1
8
BGL
Nubian
Funds
SIM
Capital
Alliance
Limited
1,140,9
02,472
.70
1,138,122
,615.57
1
9
SIM
Capital
Alliance
Value
Fund
-
145,124,5
06.00
1
6
1,220,5
40,136.
72
0.00%
-
210,644,
587.41
-
461,524,11
9.69
711
0.19%
1
,075,3
90,80
2.28
-
882,605,
680.02
1,787,54
2.46
919,777,44
5.74
3951
0.42%
515,894,
006.00
-
-
1,591,284
,808.28
8,095,2
44.00
-
180,163,7
39.41
4,533,0
28.73
2937
1,906,492,
676.46
1.65%
275,255,5
09.38
810
0.43%
341,886
,878.43
433,884
,191.64
3,054,79
6,158.34
17,653,7
34.51
-
145,124,5
06.00
1,195,88
2.00
13
4,111,557,3
84.49
MONEY MARKET
FUNDS
2
0
UBA
Money
Marke
t Fund
2
1
FBN
Money
Market
Fund
UBA
Asset
Managem
ent
Limited
FBN
Capital
Limited
0.63%
190,961,11
5.94
915
0.37%
1,649,417
,832.62
1,649,417
,832.62
6,013,0
95.69
1,625,122,
673.29
1097
50
2
2
Stanbi
c IBTC
Money
marke
t Fund
Stanbic
IBTC
Asset Mgt.
Limited
0.34%
14,089,6
78,139.13
-
14,089,6
78,139.13
47,440,
368.87
1849
14,097,47
0,144.03
Number of Quarterly Returns received for the quarter ended Dec. 31st 2012
–
Forty-five (45) quarterly returns were received for the period of Oct – Dec 2012.
Highlights of observations from the review of returns are analyzed thus:
1.
2.
3.
4.
Violation of asset allocation in line with the Trust Deed.
Violation of Trustee Investment Act (TIA).
High charges of Management Fees including other expenses above the
provision of Rule 247(j).
Unacceptable expenses.
Action taken - Observations were communicated to the Fund Managers.
VENTURE CAPITAL
(i) Applications for registration of Venture Capital/ Private Equity/
Infrastructure Funds under processing were three (3)
1. ARM Infrastructure Fund: The application was filed by Asset & Resources
Management Company Ltd. The Objective of the Fund was to invest equity in
diverse infrastructure projects across West Africa with focus on Nigeria, Target
Fund Size- 250 Million USD, Base currency- USD & Naira.
Target Investor: Institutional Investors ( e.g. Pension Fund Administrators,
[PFAs] )
Status – Under review.
2. Nigerian Infrastructure Investment Fund: The application was filed by
Joint Venture of African Infrastructure Investment Managers (AIIM) and
AfriCapital Management Limited. The Objective of the Fund was to achieve
medium – to- long term returns through private sector participation in a diverse
range of infrastructure projects within Africa.
Target Investors: Institutional Investors.
Status – Under review.
3. ARM Hospitality and Retail Fund: The application was filed by Asset &
Resource Management Company Limited (Fund Managers). The Fund was
51
structured as an open-ended trust with primary focus on the investment
opportunities within high growth hospitality and retail sectors in Nigeria.
Status – Under review.
Inspection of Venture Capital Funds
Off-Site Inspection: The following companies submitted their quarterly returns and
the analysis is as follows:
Analysis of Equity Investment by Venture Capital Fund Managers in SMES
as at 31st December 2012
S/N
Name of
Company
1.
First Fund
Limited
2.
Amount
Disbursed in
Previous Quarter
(N)
Amount Disbursed
in Present Quarter
(N)
4,008,620,312.93
Nil
Nil
Nil
Nil
CAN Fund
3,942,640,909.00
Nil
Nil
Nil
Nil
3.
Stanbic IBTC
Ventures Ltd.
Not submitted
-
-
-
-
4.
DVCF Oil & Gas
Not submitted
-
-
-
-
5.
Diamond Capital
Not submitted
-
-
-
-
6.
Cowry Asset Mgt.
Limited
Nil
Nil
Nil
Nil
Nil
7.
Unique Venture
Capital
2,382,837,888.00
Nil
Nil
Nil
Nil
10,334,099,109.93
Nil
Nil
Nil
Nil
TOTAL
Amount Under
Management (N)
Variance
%
Diff
.
52
LEGAL
LEGAL OPINIONS
SUIT NO. FHC/ABJ/CS/7/2013- CASHFLOWABI NETWORK & ANOTHER
VS EFCC & 3 ORS
The Commission was slated as the 3rd defendant in the above suit recently instituted by
the plaintiffs at the Federal High Court, Abuja. The 2nd Plaintiff, who
was
a
st
Managing Director in the 1 Plaintiff, averred that sometime in July 2012, following an
Inter-agency Committee meeting consisting of the Defendants and some officers of the
CBN, the Defendants visited his office in kafanchan and interviewed him on his
business practices after which, a report was presented to the Commission. He further
claimed that the Defendants paid similar visits to his various offices on numerous
occasions, thereby subjecting him to the trauma of
multiple arrests, investigation
and detention. The plaintiffs also claimed that apart from the fact that they do not
carry out capital market functions, none of their
clients had made any complaint
against them and hence they were not under the
regulatory purview of the
Commission. In view of alleged continued harassment, threats, intimidation and
infringement of fundamental Human rights by the Defendants, the Plaintiffs filed the
above suit seeking redress from the Court.
The Legal Department noted that by filing the suit, the Plaintiffs had challenged the
actions taken by the Inter-Agency Committee on illegal Fund Managers and
inadvertently questioned the authority of the Commission. The Department
therefore, recommended that the Commission defends the suit in order to
protect the interest of investors.
SUIT NO. ID/223/2010- CONSOLIDATED HALLMARK INSURANCE PLC
VS TRUSTEIN-G WOODS & OILS LIMITED & 4 ORS
On 22nd January, 2013, the Commission received a motion on notice filed by
Consolidated Hallmark Insurance Plc (The Judgment Creditor/Applicant) against
Trustein-g woods & oils Limited and Mr. Monday Ekong (Judgment
Debtors/Respondents) and 3 others. The Commission scheduled to be the 3rd
Respondent in the suit. In the Original suit (which the Commission not party to), the
Judgment Creditor/Applicant got a consent Judgment against the Judgment
Debtors/Respondents on 30th June, 2010 wherein the Judgment Debtors/Respondents
were mandated to pay N55,000,000.00 to the Judgment Creditor/Applicant.
Subsequently, execution was levied on the assets of the Judgment
Debtors/Respondents but only 2% of the total sum was recovered. The
Judgment
creditor however averred that the Judgment Debtors/Respondents have shares held in
their names with the Nigerian Stock Exchange and the Central Securities Clearing
System Limited and claimed that both of these bodies are “under the control of the
Securities and Exchange Commission.”
The Legal Department noted that no reliefs were sought against the Commission.
Notwithstanding this fact, the Department opined that the Commission be represented
in the suit as it presented an opportunity to correct the erroneous believe that the NSE
53
and CSCS were under the control of the Commission as claimed by the Judgment
Debtor/Applicant.
REQUEST FOR ANNUAL ISSUING HOUSE FEES FROM ISSUING HOUSES
The Commission received a letter dated 13th November, 2012 from Sterling Capital
Limited seeking for guidance with respect to the rules of the Nigerian Stock Exchange
(NSE) on payment of annual issuing house fees by issuing houses. The Company
explained that the NSE had demanded for the sum of N630,000 from it as issuing
house fees for 2011. Upon inquiries by the
Commission, the NSE stated that
Article 61 of the Exchange’s Rules and Regulations governing dealing members
empowered the Exchange to impose
fees and charges in relation to such matters or
things from time to time as it
deems necessary on dealing members or other
persons. In this regard, the NSE stated that issuing houses which were ordinary
members of the Exchange as well as Issuing houses which were not members but
participated in transactions
carried out on the Exchange were both required to
pay an annual fee of
N500,000.
The Legal Department opined that it was not appropriate for the NSE to impose fees
on any Issuing house which neither performed stock broking functions nor being
an ordinary member of the Exchange. The Department recommended that the
Commission should invoke its powers under Section 31 (3) of the Investments and
Securities Act (ISA) 2007 to enable it amend Article 61 of the Exchange’s Rules and
Regulations governing dealing members accordingly.
ISLAMIC INVESTMENT STRUCTURES, CAPITAL MARKET, RISKS
MANAGEMENT AND CORPORATE GOVERNANCE
On 31st January, 2013, the Commission received a letter from Metropolitan Skills
Limited. The Company invited the Commission to participate in a training programme
on “Islamic Investment Structures, Capital Market, Risks management and Corporate
Governance.” The Training programme was scheduled to hold from 18th-22nd March,
2013 at Hilton Kuala Lumpur, Malaysia.
The Company further stated that “the course provides a deep insight into the methods
of non-interest investing, Islamic capital market that comply with shariah and
structuring sukuk that can be rated and issued within a conventional financial service
industry.”
REQUEST TO REMOVE DAMAGING AND LIBELOUS INFORMATION
AGAINST BROOKE CHAMBERS POSTED IN BLACKLIST OF CAPITAL
MARKET OPERATORS ON SEC WEBSITE
On 25th January, 2013, the Commission received a letter from Brooke Chambers, a
firm of legal practitioners. The firm expressed its displeasure about certain “libelous”
information published about it on the Commission’s website. The firm stated that it
was ignorant of the reason(s) why it was “blacklisted” in
the said publication and
averred that it had a valid registration with the Commission.
54
REGULATION OF THE ACTIVITIES OF SECURITIES LENDING AGENTS
On 13th March, 2013, the Commission received a letter from the Nigerian Stock
Exchange (NSE) with respect to the above subject matter. The NSE observed that the
Commission had “recently…appointed United Bank of Africa Plc. (“UBA”), Stanbic
IBTC Bank Plc. (“Stanbic”), First Bank of Nigeria Plc. (“FBN”), Capital Bancorp Plc.
(“Capital Bancorp”), and Citibank Nigeria Limited (“Citi”) as Securities Lending Agents
(“SLAs”).” The NSE requested that “the Commission should delegate its power to
regulate SLAs to the Exchange pursuant to Section 300 of the Investments and
Securities Act, 2007”. The NSE pledged to maintain a compliance report on SLAs on its
website which would include factual information about sanctions imposed on these
SLAs as well as provide a quarterly report to the Commission on the activities of SLAs.
The NSE also stated that “Notwithstanding the delegation of power described, the
Commission may continue to exercise its regulatory powers over SLAs, albeit in
consultation with the Exchange.”
PROPOSED ACQUISITION OF MAJORITY STAKE IN PORTLAND
REQUEST FOR ANNUAL ISSUING HOUSE FEES FROM ISSUING HOUSES
The Department received a memo dated 12th March, 2013 from the Securities and
Investment (SIS) Department.
The SIS Department requested for the opinion of the Legal Department on the
proposed acquisition of an aggregate of 204,000,000 ordinary shares of Portland
Paints Plc by UACN which would give UACN a 51% equity stake in Portland Paints Plc.
The Department reviewed documents and correspondences on the proposed
transaction and observed that UACN intended to acquire the shares from selected
shareholders at a negotiated price and subsequently cross these shares on the floor of
the Exchange.
The Department opined that the transaction if approved would contravene the
provision of Section 106(4) of the ISA, 2007 which provides that the securities of a
public Company listed on the floor of any recognized exchange shall only be bought or
sold on the exchange where such securities are listed.
LITIGATION
SUIT NO: NIC/ABJ/94/2012- MR. CHRIS ONYEJEKWE V SEC
The Commission moved an application for the suit to be struck out for lack of diligent
prosecution under Order 19 Rule 16 of the National Industrial Court Rules, 2007. The
Court granted the application as prayed and struck out the matter.
SUIT NO. FHC/ABJ/CS/833/2012- AVENUES TO WEALTH LTD VS
SECURITIES & EXCHANGE COMMISSION & ANOR- REVIEW OF COURT
PROCESSES
The above action was commenced by the plaintiff at the Federal High Court, Abuja via
an Originating Summons dated 21st December, 2012. The Plaintiff, among
others
55
sought a declaration that the “the Commission had no power in law to secure a sealing
order or shut down the plaintiff’s business
operation without due process.”
The legal Department observed that the Commission had sometime in 2012
investigated the affairs of the Company and discovered that it was operating illegally as
a fund manager having not been registered or authorized by the Commission. The
Commission’s findings culminated in the sealing of the company’s premises and
freezing of its bank account.
The Department also reviewed the Court processes served on the Commission
and
opined that the Commission was duly empowered by Section 13 of the ISA, 2007 to
carry out the enforcement actions it took on the Company for its illegal
activities.
The Department recommended that the Commission defend the action and that one of
its external solicitors should be briefed for this purpose.
SUIT NO: IST/M/LA/45/12 - SECURITIES & EXCHANGE COMMISSION VS
TIAMIYU R. A. BODUNDE
This matter came up on 12th February, 2013 for ruling on the Commission’s motion exparte which sought to garnishee the accounts of the Judgment debtors for monies unpaid under the decision of the APC given on 4th July, 2011. The Tribunal granted the
Commission’s application as prayed.
56
ENFORCEMENT AND COMPLIANCE
ENFORCEMENT ACTIVITIES
Suspension of Ecobank Plc
Ecobank Plc was suspended as a result of its role in the case of Avil Services Ltd V
Arian Capital Mgt.
Arian Capital & Avil Services entered into a margin facility agreement for a period of
one year by reason of which a lien was placed on 555,555 units of Avil Services’ First
Bank Plc shares. After the termination of the tenure, Arian Capital Management
refused to lift the lien claiming that it had formed part of a global facility it obtained
from Ecobank Plc.
After investigation, the Commission directed Arian Capital to return all the funds
and monies of Avil with accruals thereto. When it failed to comply with this
directive, Arian Capital Management was suspended from all capital market
activities on 31st May 2012.
The Commission then directed Ecobank to furnish it with information on the
position of Avil Services Ltd. with respect to the global loan facility by letter dated
July 5, 2012.
Upon Ecobank’s refusal to supply the information, it was suspended from all capital
market activities.
Revocation and Cancellation of Registration of Transglobe Investment &
Securities Limited
The license of Transglobe Investment & Securities Limited was revoked by SEC for
the operator’s failure to file annual returns to the Commission.
The Commission also refused an appeal by the operator for re-registration pending
the operator’s full resolution of various complaints against it which bothered on:
•
refusal to buy shares; and
•
failure to pay sale proceeds to shareholders and transfer of shares to another
stock broker.
Restitution Order to Transworld Investment & Securities Limited for
failure to observe Know-Your-Customer (KYC) principle
Ikeji Remijus Elochukwu, the complainant claimed that Transworld Investment &
Securities Limited sold 5,000 units of his UAC Plc shares in 2006 without his
authorization.
57
After reviewing the case, the operator was directed to restitute the complainant as it
was the operator’s fault for not carrying out a KYC before opening a CSCS account
for the complainant.
Caution on shares in the case of Samson G. Oduwole Vs. AAA
Stockbrokers Ltd
The complainant alleged that his shares were sold without his mandate by the
operator. In the course of investigations, it was discovered that some of the
complainant’s shares were still intact. The complainant then sought to transfer the
said shares from AAA Stockbrokers Ltd. to Union Capital Markets Ltd.
The Central Securities Clearing System (CSCS) Plc was unable to transfer the said
shares on the basis that the said shares were registered in other persons’ names.
The Commission convened an all parties meeting to resolve the matter.
At the meeting, it was unanimously agreed that the shares could not be transferred
to the complainant in view of the fact that the shares were not registered in
complainant’s name. The complainant was therefore advised to revert to the
persons he bought the shares from to obtain a receipt of payment for the shares,
contract note, or dividend warrant stub to enable the CSCS Plc to effect the transfer.
The Commission directed CSCS Plc to place caution on the shares bought by the
complainant from the original investors. First Registrars Ltd, GTB Registrars Ltd.,
and Zenith Registrars Ltd were also directed to place caution on the accounts of the
original investors.
COMPLIANCE ACTIVITIES
Cancellation of Registration
The Commission cancelled the registration of Thirty-Five (35) Capital Market
Operators that did not render their statutory returns to the Commission as
prescribed under Rule 20B (1) (b) of the SEC Rules and Regulation and have
remained inactive in the market.
Re-assigned of Operating licence to other Firms
• Imperial Securities & Investment Limited re-assigned its operating licence to
Mutual Alliance Investment & Securities Limited.
•
TMB Securities Limited re-assigned its operating licence to First Integrated
Capital Management Limited.
Seal-up of Illegal Operator’s Premises (A2w Avenues To Wealth, a
Suspected Illegal Collective Investment Scheme)
The Commission sealed up the office/premises of A2W Avenues To Wealth (an
illegal firm operating a Collective Investment Scheme nationwide.
58
An order to freeze the two (2) bank accounts of the company in GTBank Plc and
First Bank Plc were also obtained from the Investment and Securities Tribunal and
executed.
RESOLVED CASES
•
Vincent Ike Nnamdi Vs Pan African Capital Ltd
The Operator was directed by the Commission to pay the sum of N13, 809,613.00 to
the Complainant for failure to carry out an investment agreement. Half of this sum
was paid in July 2012. The Operator was thereafter given a 90 day grace period to
pay the outstanding sum. The Commission received a cheque for the balance of N6,
904,806.50 in January 2013 as full and final amount due to the complainant. This
was handed over to the Complainant.
•
Gbadamosi Jibrila Vs. Empire Securities
Further to the APC decision on Empire Securities Ltd, Mr. Gbadamosi I. Jibrila (the
complainant) notified the Commission of his desire to move his shares under
Empire Securities Ltd. to Northbridge Investment & Trust Ltd. Based on this, the
Commission directed CSCS Plc to effect the transfer of complainant’s account to the
desired broker.
The CSCS Plc had complied with the Commission’s directive.
59
REGISTRATION AND RECORGANIZED INVESTMENTS
EXCHANGE
STOCK EXCHANGE
The Nigerian stock market recorded transactions volume (equities) of 31.8 billion
valued at N254.9 billion traded in 343,843 deals in contrast to 5.151 billion shares
valued at N46.538 billion traded in 343,843 deals in the first quarter, 2013.
Volume and value appreciated by 48 percent and 41 percent respectively. The NSE-All
share Index and Market Capitalization increased by 19 percent and 20 percent
respectively compared with previous quarter.
The Nigerian Stock Exchange (NSE) open the first quarter at 28,078.81 points and
close at 33,536.25 points, the Market Capitalization also opened and closed at 8.974
trillion and 10,733 trillion.
TRADING STATISTICS FOR THE FIRST QUARTER, 2013
Total for
Total for
JANUARY
1st
2nd
2013
FEBRUARY MARCH
QUARTER quarter
%
Change
Volum
e
11,189.94
12,516.52
8,112.97
31.8
21.14
48
Value
83,293.22
95,738.89
75,927.06
254.9
181.4
41
60
COMPARISON OF FOREIGN PORTFOLIO INVESTMENT AS AT 1ST QUARTER,
2012 AND 2013
INFLOWS (N)
2012
INFLOWS (N) 2013
OUTFLOWS (N)
2012
OUTFLOWS (N)
2013
January
40,959,691,722.44
20,072,641,853.54
23,873,675,550.59
21,231,325,930.14
February
39,343,649,074.78
21,410,603,201.66
36,626,402,843.05
22,712,103,081.39
March
43,125,668,380.36
94,380,716,913.32
33,635,703,249.36
12,230,954,384.26
123,429,009,177.58
135,863,961,968.52
94,135,781,643.00
56,174,383,395.79
Total Q1
% CHANGE
-9.15%
67.58%
61
From the table above, the total FPI inflow declined by 9.15%, while the FPI outflow
increased by 67.6% during the first quarter of 2013, thus confirming that there was
considerable flight–to-safety during the first quarter of 2013.
PRICE ADJUSTMENT
The prices of three equities were adjusted for dividend as recommended by company’s
board of directors. These include:
COMPANY
(1) Nigeria Breweries Plc
(2) SIM Capital Alliance Value Fund
(3)Vitafoam Nigeria Plc
DIVIDEND PER SHARE
N3.00
N7.59
N0.30
Other companies that proposed to declare Dividend in the future include,
Company
Proposed
Dividend
Qualification
Closure
Date
AGM Date
Payment
Date
AGM Venue
Cadbury
Nigeria Plc
50 kobo
per share
12th April, 2013
15th April,
2013
8th May,
2013
9th May,
2013
Civic Centre,
Victoria Island,
Lagos.
Ecobank
Transnational
Incorporated
0.4 cents
4th July, 2013
5th July,
2013
20th June,
2013
19th July,
2013
Lome, Togo
Glaxosmithklin
e Consumer
Nigeria Plc
N1.30 kobo
per share
22nd April,
2013
23rd – 29th
April, 2013
23rd May,
2013
24th May,
2013
City Hall, Lagos at
11.00 a.m.
Lafarge Cement
Wapco Nigeria
Plc
N1.20 kobo
per share
3rd May, 2013
6th – 10th
May, 2013
28th May,
2013
30th May,
2013
Is to be advised
Julius Berger
Nigeria Plc
N2.50 kobo
31st May, 2013
3rd – 5th
June, 2013
20th June,
2013
21st June,
2013
Shehu Musa
Yar’Adua Centre,
Abuja at 11.00 a.m.
•
BAGCO PLC: SUSPENSION OF TRADING ON BAGCO SHARES - In
line with the Scheme of Merger between Flourmills of Nigeria Plc and Nigerian
Bag Manufacturing Company Plc, the Stockbrokers to the Proposed Merger,
Stanbic IBTC notified the Exchange that trading on Nigerian Bag Manufacturing
Company Plc (“BAGCO”) shares would be placed on full suspension on the floor
of The Nigerian Stock Exchange effective 05 March, 2013. This would determine
the Scheme Shareholders who had elected for cash consideration and
consequently the number of Scheme Shares to be listed. Flour Mills and BAGCO
Group had determined that the last trading day on the shares of BAGCO Group
would be March 4, 2013, hence, the request that the shares of BAGCO Group be
placed on FULL SUSPENSION on March 5, 2013 prior to its eventual delisting
from the Daily Official List.
62
FRESH REGISTRATION
A total of Twenty Five (25) new applications were received from potential capital
market operators to register for the first quarter ended March 2013:
S/N APPLIED FUNCTION
NO OF
% OF
APPLICANTS TOTAL
1
Solicitors
4
16
2
Investment Advisers
3
12
3
Issuing Houses
2
8
4
Fund/Portfolio Managers
3
12
5.
Stock Exchange
1
4
6.
Venture Capital
1
4
7.
Reporting
Accountant/Auditors
9
36
8.
Rating Agencies
2
8
TOTAL
25
100
Registered Capital Market Operators
The Commission registered a total of Nine (9) Capital Market Operators for the
first quarter ended March 2013. The operators were:
S/NO NAME OF
COMPANY/FIRM
1.
Pathian Partners Ltd
2..
Rand Merchant Bank Nigeria
Ltd
3.
Kord Capital Ltd
4
5.
Partnership Securities Ltd
Afrinvest Asset Management
Ltd
6.
W.O. Capital Ltd
FUNCTION
REGISTERED
Inter-Dealer Broker
Issuing House, Underwriter
and Investment Adviser
Corporate Investment
Adviser
Broker/Dealer
Fund/Portfolio Management
Corporate Investment
Adviser
63
7
8.
9.
Fiducia Capital Investment
Advisers Ltd
Stanbic-IBTC Capital Ltd
Cordros Asset Management
Ltd
Fund/Portfolio Manager
Issuing House and
Underwriter
Fund/Portfolio Management
REGISTRATION RENEWAL
Applications
Seventy–Eight (78) applications were concluded during the period under review.
These included applications for additional function, updating of registration
documentation, additional sponsored Individuals, registration with professional
associations and trade group, transfer of registered individuals and applications
for change of registration information.
Fidelity Bonds
A total number of Ninety-Six (96) companies fidelity bond were updated.
COMMODITY EXCHANGE
•
There was a Technical Working Group meeting which was held during the
period. 64
ACTIVITIES OF ZONAL OFFICES
LAGOS
OPERATIONS
During the period under review, there were twelve (12) Fresh Registrations, thirty-five
(35) Additional Sponsored Individuals and thirty-six Renewal of registration carried
out.
INSPECTIONS
Pre- registration inspection carried out were thirteen (13)
MEETINGS
Six Annual General Meetings, four (4)Extra-ordinary General Meetings, nine (9)
Completion Board Meetings and four (4) Court Ordered Meetings were attended.
OTHER INFORMATION
There were thirteen (13) Fresh registration of companies and sponsored individuals
carried out during the period. Also, eighty-eight Thumb print samples and ninety police
clearance reports were taken.
NSE OBSERVATIONS
NEW LISTINGS
A total of 4,000,000,000 ordinary shares of 50k each at N1.16 of UBA Capital Plc and a
total of 1,000,000,000 ordinary shares of 50k each at N1.59 of Africa Prudential
Registrars Plc were admitted on the Daily Official List of the Nigerian Stock Exchange
(NSE) on 11th January, 2013.
Lagos State of Nigeria- N80 Billion 14.50% Fixed Rate Bond Series 1 Bond due 2019
was admitted on the Daily Official List on Friday, 1st February 2013.
Lagos State of Nigeria- N80 Billion 14.50% Fixed Rate Bond Series 1 Bond due 2019
was admitted on the Daily Official List on Friday, 1st February 2013.
Gombe State N20 Billion Fixed Rate Bond (Series 1) 2012/2019 Under the N30 Billion
Debt Issuance Programme was admitted on the Daily Official List of the Exchange on
11th February, 2013.
SUPPLEMENTARY LISTING
A total of 2,897,207,843 ordinary shares of 50k each at 50 kobo per share was added to
the shares outstanding of Linkage Assurance Plc on 18th January, 2013.
A total volume of 2,911,954,418 shares was added to the outstanding shares of Wapic
Insurance Plc on Monday, 28th January, 2013; bringing the total outstanding shares to
7,973,758,418.
A total volume of 30,962,669 shares resulting from the bonus issue was added to the
outstanding shares of Guinness Nigeria Plc on Friday, 8th February, 2013; bringing the
total outstanding shares to 1,505,888,188.
65
3,064,686,154 ordinary shares were added to the paid-up share capital of Crusader
Nigeria Plc on February 15, 2013. This is the resultant shares from the Crusader
(Nigeria) Plc – Bond Conversion of N1, 838,811,700 ZERO-COUPON UNSECURED
SUBORDINATED IRREDEEMABLE CONVERTIBLE DEBENTURE OF N100.
DELISTING
Crusader (Nigeria) Plc – Bond Conversion of N1, 838,811,700 ZERO-COUPON
UNSECURED SUBORDINATED IRREDEEMABLE CONVERTIBLE DEBENTURE OF
N100 was delisted from the Daily Official List of The Exchange after the conversion.
OANDO PLC: RIGHTS ISSUE OF 4,548236,276 ORDINARY SHARES OF 50 KOBO
EACH AT N12.00 PER SHARE BY OANDO PLC
Vetiva Securities Limited, the Stockbrokers to the Issue notified the Exchange of the
challenges currently being experienced in the distribution of Rights Circulars in respect
of the Rights Issue.
The Offices of the Nigerian Postal Service (“NIPOST”) nationwide was closed since the
end of December 2012/early January 2013; due to the picketing action embarked upon
by NIPOST pensioners. The picketing of NIPOST’s offices nationwide has significantly
disrupted the dispatch and delivery of Rights Circulars to Oando Plc shareholders.
Consequently, a significant number of Oando’s shareholders were yet to receive their
Rights Circulars as at the date of this letter.
As a way of mitigating the effect of the disruption, the Registrars, First Registrars
Nigeria Limited, placed adverts in four (4) national newspapers on Friday, 18 January,
2013; advising shareholders on actions required to enable them obtain duplicate
acceptance/renunciation forms, and participate in the Rights Issue.
They expected that NIPOST would be able to resolve its internal issues soon, and be in
a position to dispatch and deliver the Rights Circulars to shareholders, hence limiting
further adverse impact on the Rights Issue.
UBA CAPITAL PLC: BOARD APPOINTMENTS- UBA Capital Plc. also notified The
Exchange of the changes on the Board of the Company. The appointment are listed
below:
o Ms. Angela Aneke
o Mr. Rasheed Olaoluwa (MD/CEO)
o Ambassador J. K. Shinkaiye
o Mr. Chika Mordi
o Mr. Yoro Diallo (Senegalese)
o Mrs. Stella Kilonzo (Kenyan)
o Mr. Adim Jibunoh
NIGERIAN STOCK EXCHANGE
The Exchange announced the Market Makers for fixed income securities. The selected
houses were as follows:
66
o
o
o
o
o
o
Capital Bancorp Ltd
GTB Securities Ltd
Greenwich Securities Ltd
Dunn Loren Merrifield Ltd
Cordros Capital Ltd
FSDH Ltd
Dummy Symbols were traded on Wednesday 16th January, while real time trade began
on the 1st of February 2013.
In respect of the real time trade of fixed income securities, a total of 610 units of FGN
Bond valued at N76, 432 were traded in 14 deals.
Exchange Increased Market Making Stock
The Nigerian Stock Exchange (NSE) added FLOURMILLS; UNILEVER; ROYALEX and
WEMABANK to the Market Making Basket. The stocks were added on Thursday, 31st
January 2013.
WEMA BANKPLC: Appointment of New Chairman, Wema Bank Plc. notified The
Exchange that the Board of Directors of the of Wema Bank Plc at its meeting held on
Monday, December 24, 2012 resolved and approved the appointment of a new
Chairman (Mr. Adeyinka Olatokunbo Asekun) and subsequently, obtained
ratification of same by shareholders at the Annual General Meeting held on Monday,
December 24, 2012.
LINKAGE ASSURANCE PLC: Board Changes- Linkage Assurance Plc notified the
Exchange of the appointment of Messrs Ikobho Anthony Howells and Patmore Duate
Iyabi as Directors of the Company.
FORTE OIL PLC: Board Changes
Forte Oil Plc notified the Exchange of the appointment of Mr. Akinwumi Akinfemiwa
as Group Chief Executive Officer, Mr. Julius Omodayo-Owotuga as Group Chief
Financial Officer and Mr. Akinleye Olagbende as the Company Secretary. All the
appointments were with effect from December 19th, 2012.
OANDO PLC: Extension of Acceptance Period for Oando Plc’s Rights Issue. OANDO
Plc, Nigeria’s leading indigenous energy group listed on both the Nigerian and
Johannesburg Stock Exchanges, announced a 2 week extension of the Acceptance
period of its Rights Issue.
Shareholders were advised that due to an industrial action by Pensioners of the
Nigerian Postal Service in January 2013, resulting in the disruption of distribution of
Rights Circulars to the majority of Oando’s shareholders, the Nigerian Securities &
Exchange Commission had approved a two-week extension of the Acceptance period.
Accordingly, the Acceptance period of the Rights Issue closed on Wednesday, 20
February, 2013
UNION BANK PLC: Board Changes
67
Union Bank Plc notified The Nigerian Stock Exchange that their Board of Directors
Meetings held on 14th September, 2012 and 29th January, 2013, the following were
appointed Executive Director and Non-Executive Directors respectively.
o Mrs. Oyinkan Adewale - Executive Director/CFO
o Mr. James Macathur - Non-Executive Director
o Senator Udoma Udo Udoma - Non-Executive Director
AFRICA PRUDENTIAL REGISTRARS PLC: Reconstitution of Board of DirectorsAfrica Prudential Registrars Plc notified the Nigerian Stock Exchange that their Board
of Directors has been reconstituted. The reconstitution was aimed at ensuring
improved corporate governance, going by their new status of a listed company on the
NSE. The new appointments of Directors were passed by the Board at its meeting of
February 14, 2013 as follows:
o Mrs. Irene Yinka-Abiodun - Retired Non-Executive Director
o Mr. Peter Jibunor Elumelu - Appointed Non-Executive Director
o Mr. Rasheed Olaoluwa - Appointed Non-Executive Director
PRICE ADJUSTMENT
COMPANY CLOSURE DIVIDEND BONUS PAYMENT AGM EXDATE
DATE
DATE DIV
PRICE
NIGERIAN
14TH
N3.00
NIL
NIL
15TH
N166.00
BREWERIES MARCH
MAY
PLC
2013
2013
TRANSNATIONAL CORPORATION OF NIGERIA
PROPOSED EXTRAORDINARY GENERAL MEETING.
PLC:
NOTICE
OF
Transnational Corporation of Nigeria Plc notified The Nigerian Stock Exchange of the
decision of its Board of Directors to convene an Extraordinary General Meeting
(EGM).The EGM was scheduled to take place on Thursday, March 28, 2013 at Lagos
Oriental Hotel, 3, Lekki Road, Victoria Island Lagos at 10.00 a.m.
The Company intended to, amongst others, pass Resolutions to increase the authorized
share capital of the Company from N18 billion to N22.55 billion ordinary shares of 50
kobo each by the creation of 9 billion new ordinary shares of 50 kobo each and to
authorize the Directors to issue up to 13 billion ordinary shares of 50 kobo each from
the Company’s share capital by way of Rights Issue in such proportion, at such time, for
such consideration and upon such terms and conditions as the Directors may deem fit.
BAGCO PLC:
SUSPENSION OF TRADING ON BAGCO SHARES - In line with the Scheme of Merger
between Flourmills of Nigeria Plc and Nigerian Bag Manufacturing Company Plc, the
last date announced for Scheme shareholders to elect for cash or shares in Flour Mills
68
was March 05, 2013. The Stockbrokers to the Proposed Merger, Stanbic IBTC notified
the Exchange that trading on Nigerian Bag Manufacturing Company Plc (“BAGCO”)
shares would be placed on full suspension on the floor of the Nigerian Stock Exchange
effective 05 March, 2013. This was to determine Scheme Shareholders whom were
elected for cash consideration and consequently the number of Scheme Shares to be
listed, Flour Mills and BAGCO Group determined that the last trading day on the
shares of BAGCO Group would be March 4, 2013, hence, the request that the shares of
BAGCO Group be placed on FULL SUSPENSION on March 5, 2013 prior to its eventual
delisting from the Daily Official List.
NIGERIAN GERMAN CHEMICALS PLC
RESIGNATION & APPOINTMENT OF AUDITORS –
Nigerian German Chemicals Plc notified the Exchange that following the casual
vacancy arising in the office of external Auditors by the resignation, Messrs Akintola
Williams Deloitte as the Company Auditors, the Board of Directors had appointed
Messrs PKF Professional Services as Auditors subject to the ratification of the
appointment by the Members at the next Annual General Meeting.
The appointment of the new Auditors was to start with effect from the 15th of January,
2013.
UAC OF NIGERIA PLC:
CHANGE ON THE BOARD
UAC of Nigeria Plc notified the Exchange that Chief Samuel Olaniyi Bolarinwa had
resigned from the Board of UAC of Nigeria Plc with effect from March 07, 2013.
TOTAL NIGERIA PLC:
BOARD MEETING
TOTAL Nigeria Plc notified the Exchange that a meeting of the Directors of the
Company would be held at 10.00 a.m. on Wednesday, 27th March, 2013 in the
Boardroom, Total House, 4 Churchgate Street, Victoria Island, Lagos.
SKYE BANK PLC:
NOTICE OF BOARD MEETING
Skye Bank Plc notified The Exchange that its Board of Directors would meet on
Thursday, March 21, 2013 at 1.00 p.m. to consider the Audited Financial Statements of
the Bank for the year ended 31 December 2012 to deliberate on a proposal for the
recommendation of dividend for shareholders’ approval at its next Annual General
Meeting.
FCMB PLC:
Other Information
69
-­‐
Retail bond trading commenced on February 1, 2013.
-­‐
The Nigerian Stock Exchange (NSE) introduced the first ever issuers portal in
the Nigerian Capital Market known as X-Issuer on Tuesday March 26th 2013.
-­‐
The Alternative Securities Market (ASeM) was launched on 23rd April, 2013.
LEGAL AND INVESTIGATION DIVISION LZO
-­‐
In the quarter under review, a total of seventy-eight (78) new complaints were
received and investigated two hundred and eighty-three (283) matters, out of
which thirty-two (32) were resolved.
-­‐
A total of ten (10) files were forwarded for enforcement action, while twenty-four
(24) all parties meetings were also held.
70
KADUNA
During the period under review, the following activities took place.
OPERATIONA L ACTIVITIES
Complaint by Invetors and action taken by the zone
The zonal office received a total of Forty-Eight (48) complaints, out of which FortyFour (44) were Registrars related and Four (4) were Brokers’ related.
From the aforesaid, Twenty-Two (22) complaints were fully resolved, out of which
Twenty (20) were Registrars related, while the remaining Two (2) were Brokers’ related
complaints.
Trading activities on the Kaduna floor of the Nigerian Stock Exchange
(NSE)
Trading activities on the Kaduna floor of theNigerian Stock Exchange was active during
the period under review.
Spot check on activities of illegal operators.
Following directives from Head Office, a spot check on activities of some illegal
operators were carried out on:
-
DAS plus credit and thrift Ltd.
Standard Chartered Securities Ltd.
Reports on the Two (2) investigations were forwarded to Enforcement and Compliance
Department of SEC Headquarters Abuja for enforcement action.
The zone also discovered the existence of an illegal fund manager ‘New Nation/Women
in oil’ situated at No. 19 Morocco Street Barnawa, Kaduna State. The zonal office had
since forwarded a report on them to the Enforcement & Compliance department for
further action.
MARKET DEVELOPMENT ACTIVITES
Enlightenment Programmes
The zone presented an enlightenment Lecture to Corp Members at NYSC Orientation
Camp, Kaduna, students and staff of Dambo International School, Kaduna and staff of
Nigerian Security and Civil Defence Corp during period.
71
PORT-HARCOURT
OPERATIONAL ACTIVITIES:
During the reporting period, the following activities took place:
INVESTIGATION AND ENFORCEMENT
Forty-One (41) new complaints were received, while there were sixty-one (61) existing
complaints from shareholders/investors at the previous quarter. However, One
Hundred and Two (102) complaints were due for consideration during the period, out
of which Forty-Nine (49) were resolved, while Fifty-Three (53) were still under
investigation. Find below the list of resolved cases:
S/NO.
Description
No. of resolved
cases
1.
Non-Receipt of Share Certificates
14
2.
Non-Receipt of Dividend and Return Money
Warrants
11
3.
Non-Receipt of Bonus Certificates
6
4.
Non-Verification of Share Certificates
5
5.
Miscellaneous Issues (Change of Postal Address,
Unauthorised sale of shares, Failure to remit
sale proceeds, etc).
13
TOTAL
49
AUDITED ACCOUNTS/ REPORTS
Annual audited accounts/quarterly reports for the year ended December 31, 2012 and
January,2013 were received from the following companies:
(1)
Kofana Securities & Investments Limited.
(2)
Cradle Trust Finance and Securities Limited.
(3)
(4)
(5)
(6)
Pareto Funds and Securities Limited
Allbond Investments Limited
Ellah Lakes Plc
West African Glass Industry Plc
The above reports were forwarded to Financial Standards and Corporate Governance
(FS & CG) and Monitoring and Investigation (M & I)Departments of Securities and
Exchange Commission Head Quarters for further actions and directives.
72
HALF YEARLY RETURNS ON UNCLAIMED DIVIDENDS
The PHZO received and forwarded to FS&CG, half yearly returns form for unclaimed
dividend from July – December 31, 2012 IRO West African Glass Industry Plc.
FIRST QUARTER EARNINGS FORECAST
The PHZO received and forwarded to FS&CG, first quarter earnings forecast for
January to March, 2013 from West African Glass Industry Plc.
WEEKLY MONEY LAUNDERING AND TRADING REPORTS
During the period under review, PHZO received weekly money laundering and trading
reports from the following operators:
(1)
(2)
(3)
Kofana Securities & Investments Limited.
Cradle Trust Finance and Securities Limited.
Allbond Investments Limited
The above reports were forwarded to Executive Commissioner Legal and Enforcement
(L & E) and Executive Commissioner Operations respectively.
73
KANO
During the period under review, the following activities took place:
Complaint Received
The Zonal Office received a total of Fifty-Seven (57) complaints during the period under
review. Amongst which, forty eight (48) of the complaints were Registrar related,
Seven (7) were stockbrokers’-related cases, while two (2) were multiple complaints
which involved non-verification of share certificates.
Complaint Resolved
The zone was able to resolve thirty-four (34) cases,.
Dividend Warrants Recovered
During the period, the Zone recovered N5,158,908.93, which embodied unclaimed
dividend, revalidations, payoff warrants and proceeds from stock disposal. Also, fifteen
(15) share certificates belonging to various investors were discovered.
74
ONITSHA
OPERATIONAL ACTIVITIES
COMPLAINTS:
During the period under review, the Onitsha zonal office received a total of twenty eight
(28) complaints from investors, out of which sixteen (16) were Registrars’ related,
while eleven (11) were Stockbroker related and one (1) Illegal Capital Market Operator
related.
RESOLVED AND CLOSED COMPLAINTS:
A total of twenty three (23) complaints were resolved and closed. Seventeen (17) were
Registrars’ related, while five (5) were Stockbrokers’ related and one (1) illegal Capital
Market Operators’ related
75
IBADAN
During the review period, the following activities took place at the zonal office:
MONITORING OF TRADING ACTIVITIES
There was a continuous monitoring of trading activities on the floor of the Nigerian
Stock Exchange in Ibadan between Mondays – Fridays, with at least Two (2) days of
visitation in a week. Trading activities went on smoothly as there was no abnormality
observed.
INVESTIGATION AND ENFORCEMENT
The zone received Seven (7) new complaints during the quarter. The complaints were
on fraudulent/unauthorized sales of shares, request for transfer of stock
broking account and non receipt of outstanding dividend warrant/bonus;
CASES RESOLVED
Thirteen (13) complaints were resolved during the reviewed quarter.
AN INTERACTIVE MEETING WITH THE CAPITAL MARKET OPERATORS
(CMOs)
There was an interactive meeting with the Capital Market Operators (CMOs) in the
zone held on March 26, 2013. During the meeting, twenty-five (25) operators from
nineteen (19) different firms including the NSE were in attendance. The meeting also
discussed the following:
1. How to reduce complaints in the market;
2. Building investors’ confidence;
3. Increased patronage in the market; and
4. Improved understanding of the capital market.
At the end of the meeting, a communiqué was issued which was forwarded to the
Commission Management for approval and further directives.
76