16 April 2018

Nigeria: Adeosun Explains Reinstatement of Trading On Oando Shares

Photo: Premium Times
Nigerian oil company, Oando.

The Minister of Finance Mrs. Kemi Adeosun and aggrieved shareholder groups yesterday were at daggers drawn over the events in the last one week pertaining to the lifting, reinstatement and lifting again of the technical suspension placed on Oando's shares traded on the Nigerian Stock Exchange (NSE) and the minister's subsequent removal of the acting director-general of the Securities and Exchange Commission (SEC), Dr. Abdul Zubair over the fiasco and his replacement with Ms. Mary Uduk at the weekend.

While the shareholder groups have accused Adeosun of "unwholesome interference" in the nation's capital market and meddling in the operations of SEC, and demanded her immediate sack, the minister has denied the allegations, saying the shareholder groups were speaking out of ignorance.

According to Adeosun, she had to suspend Zubair at the weekend because she had pointedly asked him not to lift the technical suspension on the energy company's shares the week before last until a committee comprising representatives from her ministry, SEC, the NSE and the Johannesburg Stock Exchange (JSE), where Oando has a dual listing, had reviewed the report of the forensic audit submitted by the team of professionals appointed by SEC to investigate the company.

She said in spite of her directive, SEC still went ahead to issue a memo to the NSE lifting the technical suspension the market regulator had placed on the shares of Oando since October last year.

But in a joint statement in Lagos yesterday, the shareholder groups - Proactive Shareholders' Association of Nigeria (PROSAN), Trusted Shareholders' Association of Nigeria (TSAN) and the Oando Shareholders' Solidarity Group (OSSG) - alleged that in the minister's desperation to shield Oando from probe, "Adeosun has inevitably caused untold harm both to the independence of SEC and the Nigerian capital market".

The statement was issued after SEC penultimate week said it had concluded its forensic audit of Oando without making public the outcome of the audit on the energy firm, following which the capital market regulator lifted, reinstated and again lifted the technical suspension placed on the company's shares in a space of 24 hours last week, culminating in the removal of Zubair by the finance minister, and his replacement with Ms. Uduk.

Oando has been under investigation by the SEC after two major shareholders of the company, in separate petitions submitted last year to the capital market regulator, accused Oando's management of financial mismanagement, violation of corporate governance tenets and running the company aground.

Following its preliminary investigation of the petitions, SEC appointed a team of professionals to carry out a forensic audit of Oando.

But before the forensic audit could proceed, Adeosun had suspended the substantive director-general of SEC, Mr. Mounir Gwarzo over his alleged award of contracts to firms tied to him and his wife and for approving and paying a severance package of N104 million to himself.

The panel she set up to investigate him subsequently pronounced him guilty of the allegations and recommended his sack and further investigation and prosecution by the anti-corruption agencies.

In his place, she appointed Zubair to act as the director-general of SEC, only for the latter to be ousted for "miscommunication" on lifting the technical suspension on Oando's shares.

In the statement signed by the National President of TSAN, Alhaji Mukhtar Ismail Mukhtar, the National Coordinator, PROSAN, Mr. Taiwo Oderinde, and the Coordinator, OSSG, the shareholders yesterday criticised the minister for what they described as her "unwholesome and unpatriotic" actions with regards to the probe of Oando and therefore urged President Muhammadu Buhari to as a matter of urgency relieve her of her position in order to prevent further damage to the Nigerian capital market.

"We wish to bring the attention of President Muhammadu Buhari, Vice-President Yemi Osinbajo and all Nigerians to the unwholesome, unpatriotic and strange actions of the Minister of Finance, Mrs. Kemi Adeosun with regards to the probe of Oando Plc.

"You may recall that since early last year, Oando has been enmeshed in a series of crises bordering on abuse of corporate governance and alleged gross financial mismanagement.

"The internal auditors of Oando Plc, Messrs Ernst & Young, in the company's financial report last year expressed doubts over its ability to continue as a going concern because its liabilities exceeded its assets.

"As concerned shareholders, we sent petitions to the Securities and Exchange Commission (SEC) and to the House of Representatives Committee on Capital Market and Institutions.

"The committee mandated SEC to investigate these allegations, culminating in the setting up of a committee by SEC to carry out a preliminary investigation of the company's affairs.

"SEC's preliminarily investigation, as disclosed by the commission in a letter dated October 17, 2017 and signed by its Head of Legal Unit, Braimoh Anastasia, unearthed several malpractices in the company.

"These included insider trading, declaration of dividends from unrealised profits, release of false financial statements to the public, and the disposal of assets without the knowledge of the regulatory body in contravention of the Investment and Securities Act (ISA) 2007, among several other infractions.

"These weighty findings compelled the suspension of Oando shares on the floor of the Nigerian Stock Exchange (NSE) and the Johannesburg Stock Exchange (JSE) to pave way for a more thorough investigation via a forensic audit ordered by SEC," the shareholder groups recalled.

They alleged that the forensic audit has been stalled due to the unwholesome interference by the finance minister to the detriment of Oando shareholders and the entire Nigerian capital market.

They also alleged that Gwarzo and Zubair were removed by Adeosun because they resisted her plan to shield the management of Oando from probe.

"It must concern Mr. President, Mr. Vice President and all Nigerians that Mrs. Adeosun has now removed two SEC DGs from their positions all in a desperate attempt to shield Wale Tinubu and the present management of Oando from probe.

"These men have been sacked from their positions because they refused to stop the probe of Oando.

"Zubair was sacked because he initially resisted Adeosun's attempt to forcefully remove the suspension placed on the shares of Oando to preserve investors' funds.

"Unfortunately, she had her way and the lifting of the suspension is part of a grand plan to sweep the weighty allegations against Oando under the carpet.

"This is clearly a negation of the anti-corruption stance of the present administration and a systematic destruction of the Nigerian capital market.

"The show of shame exhibited last week where the Nigerian Stock Exchange was made to implement three different directives with regards to the suspension of Oando shares within 24 hours should worry the federal government and well-meaning Nigerians.

"It sent very bad and negative signals to investors all over the world. The attendant negative impact of Adeosun's meddlesomeness to protect some entrenched interests will haunt the market for a long time to come.

"Consequently, we believe the sack of the minister by President Muhammadu Buhari is the only way to show that the federal government remains committed to the fight against corruption in all sectors of the economy," the shareholders added.

When contacted on the issue, Adeosun, in a phone interview from London yesterday, denied the allegations by the shareholder groups.

She informed THISDAY that she was aware of the attempt to lift the technical suspension on Oando's shares penultimate Friday but instructed Zubair not to do so until a committee comprising representatives from her ministry, SEC, NSE AND JSE had seen the report.

She said Zubair complained at the time that the professional team led by the audit firm Deloitte had not released the report because they had not been paid their fees, following which she gave approval that the fees amounting to N60 million be paid from the Capital Market Development Fund and not by Oando as it was an interested party and the company under investigation.

"However, much to my shock, while I was at the FEC (cabinet) meeting last week where our phones are not with us, an aide came to me to inform me that the technical suspension on Oando shares had been lifted.

"On getting the information, I contacted Zubair, who blamed a deputy director for releasing the letter to the NSE despite my instruction that the technical suspension on the shares should not be lifted.

"That was what led to the lifting, reinstatement and then final lifting of the technical suspension placed on the shares of Oando last Wednesday," she revealed.

When asked why she did not insist that trading on the shares should remain suspended when she discovered that SEC officials had flouted her instructions, Adeosun said the damage had already been done.

"I am certain some officials of SEC had been induced and went behind my back while I was at the FEC meeting and incommunicado to lift that suspension, and when they heard I had been informed, they rushed again to reinstate it.

"But because of the terrible signals this had already sent to local and international investors, it was decided that the technical suspension should be lifted on Oando's shares.

"What happened that day was that we had been outplayed because they went against my directive and waited for me to be at the FEC meeting, hence my decision to remove Zubair.

"This, however, will not stop us from the reviewing the report of the forensic audit of Oando, following which the findings will be made public and actions taken against any party found wanting in the management of the company," she said.

Adeosun also revealed that the SEC deputy director who sent the initial letter on Wednesday to NSE lifting the technical suspension on Oando's shares, had been sanctioned.

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