PRICEWATERHOUSECOOPER GETS MANDATE TO RESTRUCTURE SECURITIES AND EXCHANGE COMMISSION

SEC is ill

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.

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CAPITAL MARKET CRASH: THE CASE AGAINST THE BANKS

EFCC Boss

EFCC Boss

When the Director-General of the Securities and Exchange Commission demanded that some banks’ chief executives that had become richer than their banks should be questioned, it was the first formal acknowledgement of the abuses some commercial banks chief executives perpetrated in the Nigerian stock market while the gains and benefits in the market were on the upward swing.

Yet in a report filed by Reuters, a news agency, and published in various national newspapers in August 2007, it had become apparent that there were wary signs of obvious manipulations in the market for the benefits of a few, especially, banking chiefs.

“Investors in Nigeria’s burgeoning stock market are seeing danger signals that the recent rally is turning into a bubble,” the report filed in the third quarter of 2007, had observed .

“Concerns focus on banks, where share price growth has been spectacular since a wave of consolidation in 2005. Most bank stocks have more than doubled in value this year (2007) alone — some have risen by more than 500 per cent — and the majority now trade at more than 20 times their expected 2008 earnings,” the report alerted.

Furthering its alarmed reading of the stock market back in 2007 when it seemed everybody was a winner in the stock market, the Reuter report added:

“Investors say these multiples are unsustainable, even for a fast-growing “pioneer” market like Nigeria, where investor confidence has been growing steadily since economic reforms began in 2003. The report quoted Mr. Jonathan Chew of Imara Asset Management UK Limited which had $25 million invested in Nigerian securities back then as saying that:

“All the indicators of a market going out of control are here, when the entire retail sector is talking about stocks and shares, you know it is getting toppy,”

Reuters had observed then that fears of a bubble in the banking sector have mounted on reports that some banks were engaged in highly leveraged share purchase schemes through stockbrokers. The Reuters 2007 report supported this claim with the opinions of notable operators in the market.

“One senior bank executive said he knew of one case where a capital market operator borrowed six billion naira from a bank to invest in that bank’s shares.” The report asserted while quoting Bismarck Rewane who the report described as a consultant with Financial Derivatives Co. in Lagos who agreed that the practice (highly leveraged share purchase scheme) was widespread.

“Margin trading is the biggest gamble in town right now. It’s very dangerous,” Rewane was reported to have said.

The Reuters report also quoted Godwin Obaseki, managing director of Afrinvest, who said banks have extended big loans to brokers, perhaps as much as 20 per cent of the whole country’s credit.”

Obaseki was, however, quoted in that report to have said he did not know of cases where banks insisted on the loans being used to buy their own shares, which according to him, would be illegal.

More than a year after the report was filed, the Nigerian stock market had unraveled, the suspicion and alarming indicators have been more or less confirmed by the outburst of the SEC’s DG on banks’ high exposure to the stock market, but more than this is the confirmation of the existence of the illegality Obaseki had denied in 2007 about banks granting loans to stock brokers and investors on the condition that they use the facilities to buy their (banks) shares.

Indeed, the practice became a standard in the banking industry especially during the second wave of public offers conducted by listed banks on the Exchange. Industry players talked of how banks provided funds for brokers and other investors to acquire their own shares during public offer. Industry watchers explained that most of the banks resorted to this to make their standing in the capital market look good to the investing public.

Besides, public offers by the implicated banks provided opportunities for bank chief executives and other directors to jostle to take position in the equity of the bank to acquire enough stakes in the bank either to position for influence or to later trade in the equity when price of the stock moved up,” an expert revealed.

“Again, banks also engaged in providing funds to brokers and investors to acquire shares of banks considered choice banks, especially the shares of First Bank Plc, this is one of the reasons the public offer of the bank was over-subscribed by more than 600 per cent, the bank merely wanted to raise N100 billion but it ended up with more than N600billion, money mostly funded towards acquisition of its shares from other commercial banks,” the stock market expert said.

“The idea is that since public offers provide the opportunity to acquire enough shares without the possibility of price moving as a result of demand for the shares outstripping demand as it would happen in the secondary market, funds are routed into the market to acquire as many shares as possible during the public offer with intent at trading in the shares when they are listed for transaction in the secondary market,” the expert further explained.

While the bullish run persisted in the market, the performance of a bank’s stock in the stock market was a measure of the buoyancy of the bank, expert said; this, coupled with the desire of bank’s management to raise cheap funds from the market made many banks to provide funds to willing stock brokers and selected investors to mop their shares in the secondary market. Prices of such banking stocks naturally moved up because of the pressure of the programmed demand on the stocks.

“I can tell you that at a point in time, it seemed as if the only preoccupation of most banks was manipulating the stock market to wring out the last hope of gains. All these contributed to defacing the market and inevitably led to the crash of the Nigerian stock market,” an analyst submitted.

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.

WHEN FIRST REGISTRARS REJECTED FIRST BANK’S CONFIRMATION

But for strident protestation, the management of the Securities and Exchange Commission might have insisted on the January 2009 deadline for the dematerialization of share certificates in Nigeria. Some investors believe this is yet a tall dream for both the SEC and investors especially in consideration of the inadequacy of the Registrars.

Because of lack of appropriate recording system, most registrars have had an automatic recourse to demanding that any investor that wished to dematerialize his or her shares certificate to first go get a bankers confirmation of his/her signature. This attestation, according to the registrars helps ascertain the authenticity of the signature.

The banks had made the confirmation requirement a money making venture, some demand for N5000 for each confirmation. However, an investor informed Fortune&Class Weekly of the shame of the process.

“I have 50,000 units of FirstBank Plc and because of the January 2009 deadline to dematerialize shares certificates I went to my bank which incidentally is FirstBank. After collecting the confirmation, I went to the office of First Registrars where I tendered the banker’s confirmation but I was shocked when officials of First Registrars rejected the banker’s confirmation from FirstBank. Seriously, I am considering writing a protest letter to the Managing Director of FirstBank,” the investor said.

ILLEGAL SALE OF AFROIL SHARES: INVESTORS WANT STRONG SANCTION AGAINST SKYE BANK, OTHERS

Some investors whose investment in Afroil Plc have been locked in as a result of the full suspension on trading placed on the stocks of the company since June last year, have called on the management of the Securities and Exchange Commission to apply punitive sanction if Skye Bank Plc, issuing house to suspended company and other individuals indicted in the alleged illegal sale of Afroil Plc shares.

The stock of Afroil was one of the cases in exemplary manipulation at the Nigerian Stock Exchange last year. Afroil was an unobtrusive penny stock as of 16 February 2007 it sold at a meager 42k. Then beginning from the day after, 17 February, it rose exponentially to a high of N27.46k before flattening out in the N20 range thereafter.

The Securities and Exchange Commission had expressed strong suspicion over the pricing activities of the stock then and had called for its suspension. The SEC conducted an investigation into the company and the stock market post listing requirements.

Details of the investigations of the SEC were worrisome. Afroil Plc was only masquerading as a listed company; it had indeed lost its legal status as a registered company because it had been wound up by an order of a Lagos court ruling on the request of the company’s creditors for receivership. Yet, for mysterious reasons, the company stock suddenly became the toast of the exchange.

SEC, according to an insider, suspected manipulation and decided to trace the whole bits of under the table deal to the issuing house, stock brokers and fund managers that had something to do with the public offer of the company.

After concluding investigation, the SEC dragged Skye Bank and 13 other individuals and corporate entities before the Administrative Proceeding Committee of the Securities and Exchange Commission, alleging illegal sale of Afroil Plc shares and other violations of the Investment and Securities Act 2007 and the rules and regulations pursuant thereto.

Other corporate entities and individuals suspected to have participated in the illegal sale of Afroil Plc shares and who are made to answer to questions by the Administrative Proceeding Committee are: Mr. Ishaq Olakunle Sanni, K.S. Fund Managers Ltd, Rita Ify Ejezie, Eghosa E. Osaghae, Gbolahan Abiodun Agoro and Alhaji Kassimu Tafida Bakori. Others are: Christopher Elukuemen Olumese, Olusola Badmus, Jonah Unigwe Ikhidero (Chairman of the company 1996/2001), Skye Bank (Issuing house) Reward Inv. & Sec. Ltd (Broker/Dealer), PSL Securities Ltd (Broker/Dealer), and Odili Okechukwu & Co. (External auditor).

The SEC had in a hearing noticed that following the conclusion of preliminary investigations into the affairs of Afroil Plc in respect of the illegal sale of Afroil Plc shares and violations of the ISA 2007 and the Rules and Regulations made pursuant thereto, it has become necessary to invite the persons listed above to appear before the Administrative Proceedings Committee of the Commission to explain their roles (if any) in the matter.” The first set of hearing, which was made between November 26 and 27, concerned investors that have been following the Administrative Proceeding Committee, called for stiff penalties for those found culpable in the Afroil affair.

Investors Accuse Stanbic-IBTC, Chapel Hill Of Fraud In Starcom Private Placement

A row is in the brew in the community of investors, especially, among those that bought into the private placement of Starcomms Plc last year. At the centre of the uproar are two issuing houses to the shares of Starcomms Plc, Chapel Hill Denham and Stanbic-IBTC.

Mr. Adebayo, one of the investors that bought the private placement of Starcomms Plc observed in a fit of frustration that it is very evident that “Starcomms Plc Private Placement” has become the epitome of “fraud.”

“The Placement of 4.95 billion shares, which opened and closed on 3rd June 2008 at a price of N13:00 appeared so attractive to investors at that time as it was over-subscribed,” Adebayo recalled.

Apparently angered at the down-turn of the investment, Adebayo explained that: “The projection in the placement memorandum says that the company will declare a loss of N197 million at the end of 2008 financial year end. Unfortunately, the company declared a loss after tax of N1.014 billion in the second quarter and N2.149 billion in the just released third quarter result.”

Starcomms Plc was listed at N13.56 on Monday, 14th July, 2008, between then and now, the price of the share had slid to a low of N3.86.

“In fact, the price dropped consistently to N7.46 less than two months after listing,” Adebayo opined. “The question to ask now is during that period, who was selling since most investors that bought shares during the private placement still had certificates that were unverified. Could it have been the original owners dumping on new investors? Can someone please explain why the variance between the forecast and the actual result declared is so staggering? Was money being laundered? What happened to the proceeds of the placement? How much expansion has the company embarked upon since the placement?” Adebayo queried.

Another investor frontally accused the two issuing houses to Starcomms placement, StanbicIBTC and Chapel Hill Denham, a capital market operator that was recently selected as one of the market makers for the Nigerian Stock Exchange. Concerned investors argued that the two issuing houses lent their brand names to be exploited by Starcomms to defraud them.

“The placement was actually successful because Starcomms Plc leveraged on the good name and credibility of Stanbic IBTC Bank Plc and Chapel Hill Advisory Partners. But looking at the whole situation closely, it seems there is more to what we can see. It’s so obvious that Starcomms’ goal from the word go was to defraud the public,” an investor submitted.

“Another question begging for an answer is the role of the two issuing houses in this? Or did Lababidi/Starcomms Plc (Chief Maan Labadidi is the Chairman of the board of Starcomms Plc) act alone?” Adebayo asked. While trying to establish a connection and possible connivance to defraud investors, Adebayo questioned the appointment of Mr. Wale Edun, Chairman of the board of Chapel Hill as a non-Executive Director of Starcommc Plc.

“I want to question the connection between the sudden appointment of the Chairman of Chapel Hill Advisory (Mr. Wale Edun) as a non-Executive Director of Starcomms Plc? Have the Securities and Exchange Commission (SEC) and the Nigerian Stock Exchange (NSE) been asking any questions? How have the professional parties to the placement been able to comply with post-listing compliance requirements? Why are the regulatory bodies keeping mute about this great injustice to investors?” Adebayo queried.

Giving further revelations of the intentions of the Chairman of Starcomms to approach the capital market to raise funds for another company that he has interest in, Adebayo said:

“We hear that the same Lababidi now wants to bring another company to the market (Supreme Flourmill Ltd); this only shows that this individual thinks we are all fools in Nigeria. Please beware of this offer,” Adebayo warned other investors.

Commenting on what investment in Starcomms had turned to, Mr. Ajisafe, another investor opined:

“This is a serious matter and I have decided to sensitise everyone on my list thereto. This is, no doubt, a huge fraud and I am of the opinion that the SEC and NSE should stand indicted in the whole affair! Also, the two issuing houses, I believe, have an explanation to make to unsuspecting investors because investors relied on the strength of their analyses to buy the Starcomms offer. This is shameful and I submit that the matter be investigated and all those found to be culpable be treated in line with the IST sanctions. They are no better than Madoff! Moreover, investors should be wary of issues by the concerned issuing houses (Chapel Hill and StanbicIBTC),” Ajisafe submitted.

Another investor said of the suspicion of collaboration to rip investors on the Starcomms’ private placement.

“It is amazing what our corporate gurus are doing to stay on top of the ladder, gone were the days when our industrialists gave to charity, now our so called industrialists have board meetings and make strategies on how to use their companies to defraud the masses. We are all talking about Madoff but oblivious to the presence of individuals perpetrating worse atrocities right here in Nigeria. We all know that hedge funds are not regulated, and that probably explains why they are able to get away with all they do. How do we justify or indeed explain the flagrant act of fraud against the public in a regulated market? Starcomms came into the market to raise capital, many unsuspecting investors rushed at it, expecting high returns on their investments; it is a pity that it is now a different story entirely. It is obvious that being a politician is not the only way to “rush” up the ladder of wealth; the capital market is an untapped goldmine to fraudulently enrich people who are influential in the business and financial sectors, thanks to our Indian “friend.”

In a statement made available to Fortune&Class Weekly by officials of Chapel Hill Denham, one of the issuing houses to the Starcomms private placement, the issuing house noted that “several investors never read the PPM or all the documentation made available at the time of the placement and many bought through brokers and friends, who were among those invited and never actually saw any documentation and never understood that it was sold as a growth stock, which would make a loss in 2008 (albeit, a smaller loss than we expect to see for 2008), a profit in 2009 and pay dividend in 2010.”

Chapel Hill Denham further asserted in the statement that, “What essentially has happened is that a completely unforeseen heavy subsidy led competition by Visafone and Telkom Multilinks, has meant Starcomms spending about N2 billion more on subsidies than was projected. Essentially, a line with a handset costs about $45 each and it was being sold at N10 each. Starcomms board and management felt that it did not yet have the scale from a subscriber perspective at 1.2million gross subscribers, to stay out of this battle for subscribers.”

The statement further explained that Starcomms had over the years to over 2.5 million gross subscribers, higher than the business plan but at a hefty cost.

“This subscriber’s base will be beneficial this year and beyond, as you can imagine that over two million subscribers spending about $15 per month should generate revenue of about $350 million in 2009. This is not a business in distress by any circumstances,” the Chapel Hill Denham statement observed.

The management of Chapel Hill Denham also explained that contrary to the rumour being spread, the founders, the Lababidis actually increased their holding during the private placement, spending about $17million directly and indirectly, through their other businesses.

“The only shareholders who sold during the placement were the two private equity firms, Actis and ECP, for whom the funds they invested from had come to the end of their life and had to return the money to their investors and partners. All of these were disclosed to investors in the private placement,” the statement noted.

No official of Stanbic-IBTC was available for comment.