SEC to force Finbank to list 2008TO LIST OVERDUE 2008 PUBLIC OFFER

In the consideration of mainstream investment community the public offer conducted by Finbank, (known at the time of the offer as First Inland Bank) has become one of the most storied public offers in the annals of the nation’s capital market activities. So many things seemed to have gone wrong with the offer climaxing, last […]

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SEC TO FORCE FINBANK TO LIST OVERDUE 2008 PUBLIC OFFER

In the consideration of mainstream investment community the public offer conducted by Finbank, (known at the time of the offer as First Inland Bank) has become one of the most storied public offers in the annals of the nation’s capital market activities. So many things seemed to have gone wrong with the offer climaxing, last week, in the management of the Securities and Exchange Commission asking companies and entities that were part of the January 2008 public offer to meet with it at the Board Room of the SEC Tower in Abuja.

Though Fortune&Class Weekly could not access the conclusions of the meeting last Friday, the major item on the agenda was to discuss the reason for the delay in the listing of the shares on the floor of the Nigerian Stock Exchange, the shares of FirstInland Bank Plc after the SEC had granted approval of allotment in June 2008.

Those invited to the meeting were: FirstInland Bank Plc, FirstInland Capital Ltd, Furtuerview Financial Services Ltd, Greenwich Trust Ltd, BGL Securities Ltd and Integrated Trust & Investment Ltd. Others were Sterling Capital Markets Ltd, Oceanic Bank Int`l Plc, Skye Bank Plc and FirstInland Securities & Assets Management Ltd. Deap Trust Investment Ltd and FinBank Registrars Ltd were also invited.

Most stock commentators insisted that the FirstInland Bank offer witnessed so much slow down at every point of its scheduled activation that people could no longer adduce reasons for what is happening to the offer.

The dispatch of the share certificates of the offer did not commence until November, 10 clear months after the offer was concluded and four months after allotment was cleared and approved by the Securities and Exchange Commission. Many investors that bought into the public offer still protest strongly that they are yet to collect their certificates.

Since January 2009, one year after the conclusion of the offer and with the non-listing of the shares sold during the offer, speculations had rented the air about the fears of the bank getting its shares listed at a time when general stock prices are falling.

“It would seem that with the intervention of the Securities and Exchange Commission, the limiting factor to the listing of the shares sold during the public offer may be significant, a source said

Growing Suspicion Ndi Okereke-Onyiuke Is Planning To Transmute From DG To CEO

DG, NSE

Not a few capital market watchers hailed the announcement of the demutualization of the Nigerian Stock Exchange. Literarily, demutualization is the equivalent of the stock exchange transforming from a quasi public sector self regulating organisation (SRO) to a publicly quoted company, accountable to its shareholders and governed by the laws and regulations that other publicly quoted companies are answerable to in the market.

Most stakeholders had commended the prospect of the demutualization in the expectation of the fresh breathe of life that would predominate in the capital market under a new leadership and operating environment. Some operators were particularly excited over the expectation that the current Director-General of the NSE, Prof. Ndi Okereke-Onyiuke, will not be qualified to continue in the office of the CEO of a demutualised stock exchange.

Recent indications emanating from the stock exchange, according to observers, are telling signs the DG is clearing the field to make her continued stay in the high office of the stock exchange secured even beyond the year 2010 proposed year for the demutualisation of the exchange.

Reports of recent administrative activities at the exchange indicate that Okereke-Onyiuke has been restructuring, personnel are being moved and new appointments being made. Of major concern to stakeholders is that some of the recent appointments at the exchange are somewhat connected to the DG. For this reason, the concerned stakeholders argued that the DG’s maneuvers suggest that she is positioning her people to pave the way for her come back to the head of the stock exchange after its demutualization.

PRICEWATERHOUSECOOPER GETS MANDATE TO RESTRUCTURE SECURITIES AND EXCHANGE COMMISSION

SEC is ill

Though it is yet to be made public, it has been confirmed that the capital market apex regulatory agency, the Securities and Exchange Commission is being sized up and re-engineered to cope with emerging challenges of regulating the nation’s capital market.

SEC’s inside source said multinational management and auditing giant, PriceWaterHouseCooper has been mandated to refocus the operational template of the Commission. The restructuring consultant is expected to review the Commission’s processes and performance profile with intent at positioning it to be more responsive to new developments in the capital market.

FORMER MD OF IDEAL SECURITIES SUSPENDED FROM CAPITAL MARKET

The Securities and Exchange Commission has announced the suspension of Mr. George Nchendo Okafor, the former Managing Director of Ideal Securities and Investments Limited from all Capital Market activities.

The suspension, according to a notice on the Commission’s website is as a result of the serious allegations made against him by the Board of Directors of Ideal Securities and Investments Limited relating to his tenure as Managing Director of the company.

The Commission affirmed that the suspension remains in force until Mr. George Nchendo Okafor clears with the Commission all outstanding issues raised in the allegations.

OCEANIC BANK, BANK PHB AND STERLING BANK GET CBN LIFELINE

L-R: Cecilia Ibru, Oceanic; Francis Atuche, BankPHB; Yemi Adeola, Sterling

Nigeria’s version of the global credit crunch might have crystalised into a reality that may not be easily wished away. Reports from sources inside the Central Bank of Nigeria asserted that three banks in Nigeria have been given lifelines to shore up their liquidity standing. These banks according to the source are; Oceanic Bank Plc, Bank PHB and Sterling Bank. With the exception of Sterling Bank that secured a N90billion lifeline, the other two got N100billion funding in what banking industry analysts said is akin to a financial bailout for the banks.

This is coming on the heels of a meeting of chief executives of banks held on Tuesday, 15 October 2008. The high point of that meeting was the decision by the banks’ chief executives to formally request the Federal Government to intervene in the nation’s financial sector to forestall the effect of the ongoing global financial crisis on the system.

The committee of banks chief executives also agreed at the meeting to request the Federal Government to intervene in the nation’s financial market through a package of measures similar to those introduced in developed countries and that the Central Bank (CBN) should continue to support the interbank money market.

Reports indicated that the bankers would have preferred the United States of America and Europe’s option where government directly intervened to inject funds into selected crisis ridden banks and, in some cases, nationalizing the financial institutions that were strategic to the main-stream banking public but whose liquidity profile had become moribund.

Sources inside the Central Bank of Nigeria informed that the CBN Governor rather opted for the fiscal management approach. The CBN, had, before the meeting of the banks chiefs, granted the banking industry a concession through a circular directive of October 2, 2008 to restructure some of their capital market exposures to December 31, 2009. Interpreted, this concession allows banks not to make provision for non performing loans and other facilities that had gone into the nation’s capital market that had taken a dive for the deeps since March, 2008.

“Apparently, the concession was not enough to stave off the simmering threat of illiquidity banks were experiencing.” The CBN source said. “In response to the appeal of the banks chiefs, the CBN offered the option of an expanded discount window operation. The key elements of the expanded discount window operation provided the opportunity for banks that need to assuage their liquidity problems to use short term financial instruments, like overnight standing facility, treasury bills, federal government bonds and non-federal government securities as collateral to secure long term funds from the CBN. You know the CBN conducts liquidity mop up of the money market by selling treasury bills and also sell bonds to financial institutions, normally, treasury bills are due in 30 days while bond are due in period ranging from 90 days to 180 days. Now, to help the liquidity problems in the banking sector, the CBN, with the expanded discount window, allows the banks to present these short term instruments which the CBN will use as collateral to provide funds for them for repayment period of 365 days.” The source explained.

This option does not seem to have been effective, the Nigeria Inter Bank Official Rate, the rate at which banks lend themselves money, have continued to increase, spiking to as high as 21 percent last week. This may not be unconnected to the fact that just a few banks are in the position to lend money to needy banks. Fortune&Class Weekly reported last week that many banks chief executives continued to troop to First Bank Plc, to negotiate and secure funding to keep their operations going.

NIGERIAN COMPANIES AND THE HERD MENTALITY

Philip Kotler, in his book, Marketing Management, posited that “all companies must look beyond their present situation and develop a long-term strategy to meet changing conditions in their industry. They must develop a game plan for achieving their long-run objectives.” He further opined that there is no one strategy that is optimal for all companies. Each company must determine what makes the most sense in the light of its position in the industry and its objectives, opportunities, and resources”.

This principle was applied by some notable companies in the United States and Japan in varying degrees to strengthen their operations as well as markets and hence improved revenue base. Companies like Goodyear Tire and Rubber Co., Uniroyal and Armstrong Rubber Co. in the US and Toyota in Japan applied this strategy to perfect their operations and products.

In the tire industry where all the major players adopted it, it was so used efficiently that each of the company got something and was, in a way, content retaining its distinct character and having to run to the other for assistance at any given time.

Here in our dear country, Nigeria, any thing and every thing runs on the herd mentality, This is why any strategy employed by company A to shore up its operations is automatically copied by company B irrespective of the differences in objective, resources and opportunities available to the two companies and to some extent, experience in their respective fields?

It is for the same reason that our telecom providers are all in the race to promote one event or the other usually in the entertainment sector that in a way alter and pollute our culture. No thought is given to the education sector by way of empowering the youths through scholarships as the oil companies do nor assisting with social projects that benefit the majority across economic strata.

During the re-capitalization efforts by banks, the stock market became the centre of attraction to all the banks. And they are yet to leave that market till date, not even the crisis in that pot of confusion is discouraging them, no. When it was the turn of the insurance sector to shore up their capital base; they too turned to the capital market for succor. The irony in this as it concerns the insurance companies is that the sector that is supposed to invest more in the capital market and in such other critical areas of our economy because of its potential to raise more money than other financial institutions, is the one begging for money. A direct opposite of what obtains in other climes is what our insurance sector represents here in Nigeria. Too bad.

By some slips arising from misconceptions or miss-application of strategy, our banks are increasingly finding it difficult to match reality with expectations. Rather than attempt a review of business plans and carry out some radical changes, marketing plans are being updated and probably are now made to replace business plans the result of which are the various panic measures being put in place to hunt for deposits even from school children as if that is what will give value and stability to their business.

While all these comedies are playing out, some of the banks are declaring mind boggling figures and mouth watering figures as profits, some as high as 98% over the previous year. And if we are to believe these fantastic performances it then becomes very difficult to reconcile the crazy hunt for deposits that now bothers on desperation. Worst still is the fact that daily, our highly performing banks are being accused of cheating their customers maybe to make up for the big profits declared.

Understandably, and in line with the bandwagon behavior, the new craze has shifted to the micro finance sector with virtually all the major banks falling over themselves to take vantage (?) position in that area. The obvious fact that that sector is also banking at the low level makes no meaning to the extent ‘deposit money’ will be sourced there.

While commending our banks for their innovation and ingenuity in what is gradually becoming a phenomenon in the way we do business in this country, it is better some good thought is given to carry out a review of operations based on reality. It will be a better strategy for each bank to look inward and turn its distinctive competence into its competitive advantage as IBTC used to be. Cutting an edge for your business will be a better strategy to this uniformity approach. Harassing people on the streets for deposits sends a signal that all is not well with our banks.

Can we be more creative in doing these things? Enough of these pretensions.

FINANCE MINISTER PETITIONED OVER CBN REVERSAL OF BANKS’ UNIFORM YEAR END

A corporate lawyer, Mr. Roy Bassey Ukoh and a forensic accountant, Mr. Ori Adeyemo, have, in a joint petition forwarded to the Minister of Finance, protested the reversal of the adoption of common year end by commercial banks as earlier directed by the Central Bank of Nigeria.

The two petitioners said they were compelled to write to the Minister in the overall interest of the banking public and asked for the reversal of the cancellation of the uniform accounting year end for banks in Nigeria which, according to them should have started in December 2008.

Describing the earlier directive contained in CBN Circular No. BSD/DIR/CIR/GEN/VOL2/008 issued on August 25, 2008, as laudable, the petitioners insisted the CBN Governor made an unpardonable somersault of his laudable policy of making December 31 of each year, the uniform accounting year end for each bank starting December 31, 2008.

Stating that such change of policy is not in the best interest of the general public but a compromised attempt to serve the parochial interest of the banking cabal, who are the Managing Directors of the 24 banks operating in Nigeria in other to cover their apparent lapses, the petitioners argued that CBN rationalizing the cancellation of the directive to the desperate mobilization of deposits and which led to the hiking of interest rates by banks, according to the two petitioners is not accepted and grossly untenable.

“We consider both excuses given by the CBN Governor as totally unacceptable and crassly untenable. It further goes to confirm our unassailable conviction that the Nigerian banking industry is not only weak, in dire state of distress but also desperately needing surgical operations to survive irrespective of the spurious splendid financial results that these fraudulent banks churn out from time to time (in active collaboration with the CBN) all in order to continually deceive the gullible unsuspecting Nigerians to invest their hard-earned money in the thrash shares of these sinking banks.” The petitioners reasoned.

Making further assertions on the impropriety of the cancellation of the common year end for banks, the petitioners asserted that: “It is a classic endorsement that the consolidation of the banking industry which the CBN carried out on December 31, 2005 has irredeemably failed if after telling Nigerians that it now has mega-banks; these same banks are still in hot pursuit of deposits at whatever costs not also minding the fact that these same banks had gone to the capital market times without number to mobilize funds. The question now is: what has happened to all the billion of Naira mopped up by Nigerians banks from the capital market from year 2004 to date? Nigerians need to know.”

“The CBN Governor has always been aware that Nigerian banks have been defrauding their customers through the passage of spurious and illegal bank charges into the accounts of innocent customers thereby leaving behind unpaid debts leading to the deceitful foreclosures of collaterised assets of the customers or the settlement of bogus debts at extremely high costs. For the unfortunate ones, it has always been a tale of woes leading to the collapse of businesses, ill-health and sometimes paying the ultimate price of untimely death. To worsen matters, whenever a report of the nefarious and illicit actions of the banks is brought to the attention of the CBN; an illegal referral is made by the CBN to the committee of Ethics & Professionalism which is a sub-committee of the Bankers’ Committee made up wholly and exclusively of bankers with nobody protecting the interest of bank customers thereby making banks judges in their own case.” The petitioner further asserted.

Making further allegations, the petitioned observed that: “Another very important point to deliver is the fact that the CBN Governor is in the knowledge that banks have surreptitiously been stealing Federal and State Governments funds through non-remittance of 10% Withholding Tax on declared dividend as well as interest on deposits, 5% Value-Added-Tax (VAT) as well Personal Income Tax yet have blatantly refused to call them to order knowing fully well that by virtue of Section 3.2.5 of the CBN Monetary, Credit, Foreign Trade & Exchange Policy Circular No. 37 of January 02, 2004, it is the responsibility of the CBN to collect these deductions from the banks for and on behalf of the Federal Government of Nigeria within seven days of collection. The various excess and spurious bank charges clandestinely laid into the accounts of both arms of government all in a bid to defraud in billions of Naira cannot also be wished away.”

“As investigative accounting consultants, we are in the knowledge that the books of these Nigerian banks have all along been cooked and spiced accordingly in order to present fake excellent performances. A veritable way of doing this is to aggressively mobilize deposits at the adopted scattered year ends and also to temporarily put a stop to lending when the accounting year end of banks is near.

“The banking cabal has also made it a point to be shifting deposits among themselves in order to help out each other and they are aware that a uniform accounting year-end will put a final stop to this unwholesome malpractice.

Alluding to one of the reasons the common year end would have done the banking industry some good the petitioners observed that: “Nigerians will recall that prior to the announcement of the uniform accounting year end for banks; every bank in Nigeria was always celebrating any achievement that they can think of from the mundane to the unimaginable. At that time, it was commonplace to find banks celebrating best bank with highest deposit base, the first bank to deploy certain banking software in Nigeria, the first bank to hit the trillion Naira asset base, the bank with the highest turnover and all what not. However, we note that with the announcement of the common accounting year-end, all this rubbish has stopped.

“We must not forget the so-called compromised ratings given to banks by the foreign rating agencies based on the falsified financials published, which these banks would then celebrate as if they have won the football world cup. It was either the banks were awarded A+++++ or AAAAA or some stupid figures by their collaborating foreign rating agencies without looking at facts behind the figures published.

“We wholly support this uniform accounting year-end for banks since it will enable Nigerians and the whole world to be able to separate the chaff from the grains but this laudable and well-thought-out policy by the CBN is being killed before it is born and therefore every attempt must be made to stop the unwarranted and self-serving shift or cancellation of the uniform account year-end.”

“It cannot be disputed that the capital market in Nigeria has lost over N3.5 trillion due to depression with the Nigerian banks accounting for over N2 trillion thereof. You will also admit that this was what led the CBN to issue a guideline allowing the banks to reschedule margin accounts by at least one year. We sadly note that even with this understanding, the CBN is yet to fully inform Nigerians as to the extent of the loss incurred by the banks as a result of their participation vide gambling with depositors and investors monies in the capital market.

“Our submission is that with the full implementation of this uniform accounting year-end policy by the CBN; Nigerians will be able to know the healthy banks from unhealthy or dead-woods because as things currently stand, the adopted scattered year-ends gives latitude for fraudulent and creative accounting manipulations, which undoubtedly amounts to corrupt malpractices which the CBN is now advocating and encouraging through the back door.

“It is an understatement to say that if you are allowed to have your way by shifting or out-rightly canceling the uniform accounting year-end of these banks, you would have succeeded in postponing the doomsday, which would eventually come considering the whole lots of unwholesome and unprofessional malpractices being daily perpetuated by these banks unrestrained.

“We cannot but state once again that the financial state of these banks is in sordid state and the earlier that the CBN and the banks come clean to tell Nigerians the truth the better.” The petitioners concluded.

USING EARNINGS PER SHARE EFFECTIVELY IN A RECUPERATING MARKET

A lot has been said about Earnings Per Share (EPS) but there is still more to be discussed. I have met a number of investors with total misconception of what E.P.S is and what it is not. This write-up is aimed at correcting the “absolute confidence” placed in it by some investors. No doubt, the use of EPS is one of the most reliable methods of picking good stocks but it is definitely not all-self-sufficient as misconstructed by some.

What is EPS?

Earnings Per Share is the net profit declared by a company per unit of its shares. This is calculated by dividing the total net profit by the number of shares in issue. If for instance the net profit of a company is N100, 000,000 and the number of shares in issue is 500,000,000 units, then the EPS is arrived at by saying N100m/500m units of shares which is equal to 0.2 or 20k.

How it is used

How is EPS applied in making investment decisions? As earlier said, EPS is the profit per unit of shares of a company. It shows how much a company has to share as dividend or plough back into the business to yield future returns. Therefore, given two identical stocks {selling at the same market price} whether in the same industry or in different industries, the simplest yardstick to use in checking which one is better is by subjecting them to the litmus test of EPS. A good example: stock “A” is priced at N10 in the stock market and stock “B” is also priced at the same N10 per unit. The EPS of stock “A” is 20k and that of “B” is 45k. Looking at it on the surface, a naïve investor will quickly jump to the conclusion that stock “B” is better. Why? Because it records a higher EPS compared to “A” and by implication it means stock “B” will have more money to pay as dividend and also have money to plough back into the business.

Its limitation

But the question is: Does it always work like that? Have you ever wondered why a stock with a lower EPS commands a higher price compared to the one with higher EPS? Has it ever occurred to you why investors will prefer to pay at premium for a stock which EPS is little or nothing to be compared with a counterpart stock? If your mind has been working as mine, you will realize that EPS in itself is not an all-sufficient factor that should influence your investment decision; hence its limitation.

Additional factors to consider

The following are additional factors an investor must consider to complement his buy decision having spotted a stock with strong EPS:

Investors Confidence

We have seen so many stocks whose EPS are high and yet are selling below those with lower EPS. Yes, some may argue that the market is yet to discover such a stock or such a stock definitely has potential for future growth. These are all possibilities, but more often than not, the fortune of such a stock is determined by the level of confidence placed on it by investors. We have myriads of examples at present in the stock market especially at this recovery juncture. If the market does not have confidence in the stock, definitely it cannot do well in the market.

Easy Entry and Exit

The attractiveness of any stock lies in the fact that there is easy entry and exit in and out of such a stock. Irrespective of how robust the EPS of a company is, if the market perception is that it may be difficult to exit as at when desired, such stock may not do well as expected.

Quality of Management/Ownership structure

The integrity, aptitude and industry knowledge of the management paraded by a company is a very important factor to consider. The ownership structure of a company is also very essential. A friend once called me and said he had just spotted an insurance stock with a very strong EPS. Upon a closer look and some findings, I discovered that it will not be a good buy because the company was being run like a “one-man-show”. Of course, he bought the stock but not able to get the desired result because the market did not respond to it.

Consistency/Future prospect

How consistent a company can replicate its past performance is also a very serious issue to consider. A stock could record an exceptional brilliant performance for a season, but that may be short-lived for several reasons. Also, the future prospect of such a company is of great importance.

Source of profit declared

It is not enough to buy a stock based on high EPS which is as a result of huge profit declared. The profit recorded could be from a source outside the regular business of the company e.g. sale of assets like building, machinery e.t.c. when such items are disposed, some organizations capture it as part of income for the accounting year, thereby impacting positively on the profit and by extension the EPS.

The above factors are of course not exhaustive as there are other factors like: Industry regulation, cash Liquidity e.t.c. EPS is a dependable way of identifying and picking a good stock, but it must be supported by other factors to make an informed buy decision.

HOW YOU CAN INVEST NOWAS THE YEAR WINDS DOWN

On the strength of what market performance is now with the influx of third quarter results to the market and stocks are beginning to make significant gains as investors pick up stocks at rock bottom prices which demonstrate that a bullish run appears to be in sight. Therefore the best time to buy is now as the year winds down. Also as a result of the prolonged bearish period in 2008, we have single digit P/E’s and price to book ratios below 1. I recommend the following strategy.

– Invest with the medium term in view. This is predicated on market volatility which makes geometric increase in the prices of stocks slim at this period. On few stocks, 20% gain could be achieved but substantially, you get less before a downward movement in the short term. Investing for medium term towards the first quarter of 2009 is recommended.

– Invest in fundamentally strong stocks that had experienced sharp decline in price in recent time. Consider those with strong last quarter earnings, bright/impressive earnings projection, good product mix and good management among others. Using earnings per share as a sure guide on these stocks.

– Invest in stocks with closer dates of release of the next result. Some results that were expected in December that may not come would be released in January. Target these stocks particularly, when the earning per share outlook is bright.

– Consider some stocks whose calendar year ends in December, their full results will hit the market between first and second quarter 2009.

– Investing profitably for the medium term requires good industries. Attractive industries to consider first include Banking, insurance, Petroleum, Healthcare and few stocks in Conglomerate, Chemical and Paints etc.

You may need specific guide and further investment tutelage against the unforeseen volatility, you can me reach for advisory services.

Delay of Public Offer Returned Money: Wema Registrars Accuses Access Bank of Forgery, Manipulation

Cover design 38

Mr. Gbenga Oyebode (SAN) Chairman of the Board of Access Bank Plc was intent at justifying his bank’s decision to change its registrars, so, he announced to shareholders gathered at the venue of the bank’s 2008 Annual General Meeting that because his bank was dissatisfied with the services of its former registrars, Wema Registrars, over the handling of its last public offer, Access Bank decided to jettison the registrars services of Wema Registrars for a new registrars firm, United Securities Limited.

That public condemnation of the services rendered by Wema Registrars sent a surge of outcries through the ranks of personnel at Wema Registrars culminating in a formal protest to the management of Access Bank and a threat to head for the court of law if the libelous condemnation of Wema Registrars as contained and read by the Chairman of Access Bank at the last AGM was not retrieved and apologies offered. Wema Registrars threatened to sue for a redress of N.5billion if Access Bank refused to address its demands.

Will this be the torrid end to a business relationship that had flourished for close to a decade? Those that have followed events that marked the relationship between the bank and registrars say a legal battle may truly be imminent especially in consideration of the disdain with which Access Bank had dealt with its erstwhile registrars even up to the point of demanding an apology for the public hacking of the quality of services rendered it (Access Bank) by Wema Registrars.

“Wema Registrars was not going to make a fuss over the ways Access Bank had conducted its public offer. As far as we are concerned, we’ve done a good job of even saving them from present sanction by the Securities and Exchange Commission for the many breaches of regulatory compliance guidelines relating to public offer allotment and returned monies.” A Wema Registrars insider says.

“Of course we knew they had decided that they were going to establish their own registrars firm, this was clearly stated in their public offer prospectus, we couldn’t have been bothered, it is their right, but what I think is not right is for them to hang our reputation on a bad name in the public to justify and cover up their manipulations of their own public offer. I don’t think this is appropriate for a financial institution that wished to be respected.” The source protests.

Historically, Wema Registrars had managed registrars related functions for Access Bank since 22 December, 1997, it (Wema Registrars) was in charge of the bank’s first public offer in 1998 where the bank raised the sum of N462,000,000 mainly through 5,347 subscribers. And had since then, managed three other public offers (2001, 2004 and the now controversial 2007). Wema Registrars also handled the bank’s 2001 right issue and 2006 bond issue as well as the share reconstruction exercises between Access Bank, Capital International Bank and Marina International Bank in the run up to the consolidation of the bank.

So, why did the management of the bank’s 2007 public offer turn such a sore point in the relationship between the bank and the registrars?

Another Wema Registrars source argues that this could be adduced to the bank’s desperation to manipulate the offer proceeds and conveniently use Wema Registrars as the fall guy if the regulatory authority smelt the rat, and as things turned out, to also use their (Access Bank) own deliberate obfuscation of the offer allotment and returned monies process as good excuses to persuade shareholders and regulatory authorities of their need to change registrars.

“The fact of intent at manipulating the offer was clear enough.” The source says. “Despite the fact that the offer closed two weeks later than earlier scheduled because of an extension from the original closing date of August 29th 2007 to September 12th, 2007, the registrars did not receive the returns from Access Bank, as required, until very late. In fact, one of the returning agents to the subscription that had sold 261,849,400 units valued at N3,901,556,060 to about 4000 subscribers did not submit details of its returns to the registrars until December, 2007, just some few days to the final submission to the Securities and Exchange Commission.” The source reveals.

“Even at that, so many agents attempted to submit to the registrars much later than this date but they were rejected by the registrars, but obviously, the bank did not reckon with the breaches of the regulatory authorities, so they accepted the agents’ late returns without recourse to the registrars. This led to so much hiccups in the shares allotment process.” The source added.

Matters became rather desperate when the Securities and Exchange Commission specifically directed by a letter of January 4, 2007 to the registrars that by January 11, 2007 the dispatch of returned monies to subscribers that were not fully allotted shares they paid for.

Meanwhile, all monies raised had, at this time, being domiciled in the vault of Access Bank with direct control by the bank. Ordinarily, this should not be. A capital market veteran informs that funds raised during public offers should be the direct responsibility of the registrars until all necessary administration had been concluded on the offer.

“It is at this point in time that the issuing house(s) would turn over the funds to the issuer that is the company raising the funds through public offer.” The veteran explains.

Issues on dispatching returned monies to unallotted subscribers became rather suspicious when, according to a source, Wema Registrars dispatched a letter to Access Bank to prompt an early dispatch of cheques for returned monies but the bank refused to even acknowledge the letter. Two other letters, one on January 21 2008 and the second on February 1, about a month after the dispatch was supposed to commence, did not elicit any form of response from Access Bank. It was not until February 15, a clear month plus four days after the dispatch should have commenced when, Wema Registars, according to inside source, was compelled to write another reminder to Access Bank, outlining the grave consequence of the breaches of regulatory requirement regarding the dispatch of returned monies that the bank decided to give consideration to the registrars request by calling a meeting for February 21, 2008 where issues of the returned monies will be ironed out.

An official that was present at the meeting intimates Fortune and Class Weekly that representatives of the management of the bank decided to change the rules of returned monies to subscribers by insisting that notifications should be made through the media that subscribers with over 50,000 unallotted shares should go to Access Bank’s designated branches to collect their refund.

“We protested that this was a clear breach, informing them that the SEC may not take kindly to the arrangement because the bank should not, in fact, be seen as having control over the funds raised through the public offer at that point in time. But then, they insisted, so we really had no choice but to concede to them. Now, at this point, a draft of the newspaper advertisement for the notice to investors was handed over to the registrars who published it on Monday, February 25, 2008 in the Punch and This Day newspaper.

“Besides, a draft of the letter informing investors to approach Access Bank directly for their refunds was also handed over to the registrars by Access Bank. This was vetted by the registrars, provisionally appended her signature and then returned the draft to Access Bank officials on the understanding that the Registrar would check with the Securities and Exchange Commission to ensure that the actions would not contravene the Commission’s directives on matters relating to returned monies.
When the registrars asked for the draft for further inputs, according to Fortune and Class Weekly source, officials at Access Bank were not forthcoming.

“We were already frustrated when, suddenly, on March 6, more than two months after the dispatch of the refund should have commenced, in fact, it should have been concluded by that date, about 4,000 letters were brought in cartons to the registrars office.” The source says.

The registrars staff were patently aghast at the letters suddenly dumped in their office by Access Bank.
“We were more than surprised when we opened one of the letters. We realised that Access Bank had, in fact, printed our official letter headed paper without discussion or approval from us and, had, gone ahead to print the draft letter we thought still needs some inputs, on the forged letter headed papers of Wema Registrars.

“The clear conclusion we reached at this point in time was that Access Bank did the printing of the forged letter head paper without the registrars knowledge to cover their many breaches of the Securities and Exchange Commission’s guidelines for the refund of the returned monies. This was further reinforced by the fact that Access Bank dumped the offensive letters in our office on the same date the officials of the Securities and Exchange Commission were examining their (Access Bank) books with respect to the public offer.

“The same day they dumped the letters, we forwarded a letter of protest to them (Access Bank), copied to the Director-General of SEC, dissociating ourselves from the non compliance of Access Bank with the SEC’s regulations on returned monies as contained in the forged letters.” The source reveals.
Curiously, sensitive as this matter had turned out; the Securities and Exchange Commission is yet to take an active position on the issue. This troubles other capital market operators that had been following the unraveling of the suspected breaches involved in the Access Bank public offer.

“This is typical.” A capital market operator says. “This explains why so many subscribers to public offers get short changed. You can imagine what beneficial transaction and trades the bank would have undertaken with money that should have been refunded to subscribers for close to a year after the conclusion of the offer way back in September 2007. What is the excuse the SEC would give for not investigating this case which had been formally reported to it by the registrars that managed the offer? The apparent lethargic reactions to sensitive issues like this only lead to loss of confidence in the stock market because the exploitation of the mass of investors is obvious.” The operator protests.
An Access Bank spoke person, Mr Segun Mamora, however insisted that the bank had to be directly involved in dispatching returned monies to its public offer subscribers because it became apparent that Wema Registrars could not manage the volume of responsibility deriving from the massive number of subscribers to the 2007 public offer.

“The fact is that when it was becoming obvious that the time was running out on the schedule of returned monies for the offer subscribers that were not allotted, we had to call a meeting where we met with the Registrars. After evaluating the situation, we all agreed that Access Bank should assist Wema Registrars in the dispatches. A letter was drafted which the parties agreed to and we undertook to dispatch them as agreed.

“There is no issue involved here, Access Bank and Wema Registrars have both gone before the Securities and Exchange Commission to explain the matters involved and it has been resolved.”

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