Prodded by the Securities and Exchange Commission (SEC), the board and management of Transnational Corporation of Nigeria (TransCorp) will this morning at Transcorp Hilton Hotel, Abuja, give its shareholders answers to some questions agitating their minds about the company for the first time since it was established in 2006.
Hints of the meeting was first given by the chairman, Prof.Ndi Okereke-Onyiuke, who is also Director-General of the Nigerian Stock Exchange, a fortnight ago, while fielding questions during an interactive session between the media and members of the NSE Council, led by Oba Otudeko, its chairman.There are also indications that the Mrs.Okereke-Onyiuke would also step down as chairman of the company at the meeting, bowing to popular opinion.
This was, however, left out in the notice of extra-ordinary general meeting (EGM), as there was no mention of election of directors.The meeting, according to the notice signed by Mohammed Buba, its company secretary, has a twin purpose both of which come under special business:
- Strategic review of the company's operations, (and)
- Financial review of the company's activities.
Since the exit of the Olusegun Obasanjo administration, which reportedly assembled a private sector team led by Okereke-Onyiuke to promote the multifaceted conglomerate fashioned after mega corporations that have become celebrities in Asia.
The corporation, at inception, was expected to operate in five key areas that would stimulate economic development, such as: energy (oil and gas, power); technology (IT and telecommunications); agro-business (processing and semi processing); hospitality (tourism, leisure and entertainment); as well as trade (international trade, free trade zone, logistics, shipping and maritime).
Transcorp was expected to harness take advantage of Nigeria's economies of scale and size and be positioned to benefit from her leadership role, strong relationship and existing trade potential with other African countries as well as to effectively participate in the global economy.
With strong government backing and expected patronage, the corporation was expected to attain celebrity status within a very short time.This was, however, short-lived as the company experienced some challenges in its formative years including the exit of Aliko Dangote, President, Dangote Group, over some unsettling issues relating to insinuations of backhand deals.This was followed by management changes with the exit of Bernard Longe, former chief executive, First Bank of Nigeria, who was replaced in May 2007 by Tom Iseghohi, who until his appointment was an executive vice president at the Hudson Consulting Group, a New York based commercial and governmental firm that focuses on deal analysis, deal creation, transaction facilitation, strategy, executive coaching and transformational consulting.Since then, Mr.Nicholas Okoye, an executive director, who was seconded to Transcorp from his position as special assistant and assistant general manager at the NSE, has also disengaged from the firm.
There was also a directive by the Central Bank of Nigeria that bank chief executive should vacate the board of Transcorp in line with an existing directive that barred them from sitting aboard any company that is not into financial services provision and not a subsidiary or associate company of their banks.The bank chief got board seats, because their banks invested in the corporation in answer to the clarion call from the former President.
The company was in the capital market to raise N6 billion by way of private placement, but ended up with over N16 billion, representing a subscription level of about 266.66 per cent, even as the proceeds were still being collated.
Buoyed by this success, Transcorp approached the market for yet another N60 billion through an offer for subscription of eight billion ordinary shares of 50 kobo each at N7.50 per share.The lion's share of the offer, N25 billion or 44 per cent of the net offer proceed was to be used for "refinancing existing acquisition costs" of NITEL and MTEL.The company secured about $500 million from Nigerian banks to pay for the acquisition of government's shares in both organisations during the privatisation programme, among others.
Many, who had expected that Iseghohi, said to be imbued with expertise in organisational transformation, having led business transformation for some of the largest companies in the world such as American Express, Ford Motor Company, Pepsi-Cola Company, and a leading expert in economic and financial structures as well as deal creation and analysis, could however now surmount problems posed by the former state telecom monopoly.
The lingering crisis in NITEL/MTEL, which was issued GSM licence (0804) at the same time as MTN Nigeria and Econet (now Zain), and much earlier than Globacom, has seriously hampered its growth, as result of which government decided to re-acquire its 51 per cent equity stake sold during the privatisation exercise under the Obasanjo administration; following which government dissolved the board of the company at a time when, according to officials of Transcorp, the board and management were at the verge of concluding its corporate restructuring efforts.
Shocked by government's recant, the NSE decided to place the share price of the mega corporation on technical suspension, because, in the words of Sola Oni, spokesman of the exchange, Transcorp has substantial stake in NITEL/MTEL, hence the decision, "until we have more information from the management of Transcorp." The decision to suspend price movement on the shares, he added, was also in line with the exchange's duty to protect investors, especially the small ones.The exchange, he continued, is expected to be fair in such circumstances, having taken similar step when such happened in the past.
Since then, there has also been cancellation of the corporation's acquisitions in the oil fields.
The interface between the NSE council and the media also provided and opportunity for answer to questions on some perceived grievances with the corporation, particularly why its shares were listed when it had no track record based on which investors would rely to make informed decisions.This, the council argued, was not a precedent, as some others like Regent Bank (now part of Skye Bank), Al-Barkar Airlines (owned by former Lagos State Military Administrator- Brig General Buba Marwa), International Debt Fund, among others, even without track records.The DG explained that companies, especially venture capitalist need not have track record, in which case, the personalities of their promoters are seen as sufficient.
Several months after it was set up, and without financials to tell the story to analysts and investors alike, shareholders expect that the meeting is an opportunity to hear first hand about the health of the corporation.
Adeleke Adebayo, secretary general of the Independent Shareholders Association of Nigeria, a rights activist group plans to be in Abuja for the meeting, among others.Speaking with Daily Independent on Monday in a telephone chat, he expressed "hope that the board and management will use the EGM to enlighten shareholders about the goings on in the corporation.In that way, they will boost investor confidence," he added.
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