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Economy

Full Details of SEC Investigation into Oando Affairs

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oando nigeria

By Modupe Gbadeyanka

Business Post has seen details of an investigation carried by the Securities and Exchange Commission (SEC) on affairs in Oando Plc over petitions filed against the energy firm alleging gross financial misconduct.

In a letter dated October 17, 2017, and sent to the Group Chief Executive Officer of Oando Plc, Mr Adewale Tinubu, a copy seen by Business Post, the capital market regulator said Oando Plc violated different laid down rules and even misinformed the investing public on its actions.

The letter, signed on behalf of the Director-General of SEC, Mr Mounir Gwarzo, by the Head of Legal Department at the agency, Mrs Braimoh Anastasia, said after its investigation, it found out that Alhaji Dahiru Barau Mangal is a shareholder of Oando Plc, while the second petitioner, Ansbury Incorporated, is only a whistleblower.

The letter titled RE: SERIOUS CONCERN TO CORPORATE GOVERNANCE EXISTENCE. GROSS ABUSE OF CORPORATE GOVERNANCE AND FINANCIAL MISMANAGEMENT IN OANDO PLC said it was discovered that the Corporate Governance return submitted by Oando for the period ended December 31, 2016, the remunerations of the Group Chief Executive Officer (GCEO) and the Deputy GCEO were approved by the Board, while the CCEO was responsible for fixing the remuneration of other Executive Directors, which it said violates Part B, 14.3 of the SEC Code of Corporate Governance.

Also, SEC said it found out that the last Board evaluation of Oando Plc was done by KPMG in 2012, a violation of Part B, 15.1 of the SEC Code of Corporate Governance.

The letter stated that Oando is invited to note the violations and henceforth ensure compliance with the SEC Code of Corporate Governance.

According to the letter, SEC said the disposal of Oando Exploration Production Limited (OEPL) to Green Park Management Limited in 2013 was done without the prior approval of the Commission, which violates ISA 2007.

Furthermore, the agency noted that “following the structuring of the OEPL transaction in contravention of the ISA 2007, Oando Plc recorded a profit of about N6 billion from the sale of OEPL that erased the operating loss of N4.68 billion leading to a profit of N1.4 billion for the year 2013.

“The company subsequently declared dividends from the profit. Having admitted that the action was in breach of the ISA 2007, Oando Plc restated its 2013 & 2014 Audited Financial Statements which contained material false and misleading information contrary to Section 60(2) of the ISA 2007.”

SEC further stated in the letter that “the 2014 Rights Issue Circular of Oando Plc contained information relating to the profit reported by Oando Plc in 2013 arising from the sale of OEPL.

“Consequently, the said Rights issue circular contained material misleading information. This action amounts to a violation as contained in Section 85(1), 86(1) and 87(1) of the ISA 2007.”

The capital market regulator stated that Oando breached its Rules and Regulations on Payment of Dividends by remitting in 2014, dividends to the Registrar in piecemeal in violation of Rule 44 (1) of the SEC Rules and Regulations.

“The Commission notes the Report of the Independent Auditors of Oando Plc, Ernst & Young, which is contained on Pages 63-68 of the 2016 Annual Reports & Accounts of Oando Plc, more particularly in Paragraph 1 of Page 64 where the independent auditors reported the going concern status of the Company.

“The Commission observed that certain persons classified as insiders within the provisions of Section 315 of The Investment and Securities Act (ISA), 2007 and who were in possession of confidential price sensitive information not generally available to the public, had between January-October 2015 traded on Oando Plc shares prior to the release of the company’s 2Ol4 Financial Statement, where the company reported a loss of N183 billion.

“On the allegation of insider dealing made by Oando Plc against Alhaji Dahiru Mangal, although investigation was initiated by the Commission, the attention of the Commission was drawn to a letter dated September 21, 2017 from Oando Plc, informing it that a suit had been filed in court in that regard, and that the matter was now sub-judice.”

“The Commission identified certain related party transactions and observed that they were not conducted on arm‘s length

“The Committee noted that Oando Plc declared dividends in 2013 and 2Ol4 from unrealized profits.

“The Commission observed discrepancies in the shareholding structure of Oando Plc. While Alhaji Mangal’s status as a shareholder in Oando Plc is not in contention or dispute, the exact units of shares held by him requires reconciliation.

“The Commission‘s primary role as the apex regulator of The Nigerian capital market is to regulate market participants and protect the investing public. The Commission notes that the above findings are weighty and therefore needs to be further investigated to ascertain their veracity or otherwise.

“After due consideration, the Commission believes that the engagement of a Forensic Auditor to conduct a forensic audit info the affairs of Oando Plc has become necessary. This is pursuant to the statutory duty of the Commission enshrined in Section T3 (k) and (r) of The ISA 2007.

“To ensure the independence and transparency of the exercise, the forensic audit shall be conducted by a consortium of experts, the consortium is composed of the following institutions:

Akintola Willians Deloitte (Team Lead); United Securities Limited; SPA Ajibade & Co; TJADAP Consulting & Associates; and Nasir Muhammad & Co.

“The cost implication of the exercise is N160 million and shall be borne by Oando Plc.

“To ensure that the interest of all shareholders, especially the minority shareholders of Oando Plc are preserved during the course of the exercise, the Commission hereby places the shares of Oando Plc on Technical Suspension.

“The Commission expects Oando Plc to give all the necessary support and co-operation to ensure the success of the forensic audit.

“Please accept the assurances of the Director General’s highest regards.”

Meanwhile, effort made by Business Post to get comment of Oando Plc on this issue failed as an e-mail sent to the firm on Monday, through its media department, was not replied to as at the time of publishing this report on Tuesday.

Modupe Gbadeyanka is a fast-rising journalist with Business Post Nigeria. Her passion for journalism is amazing. She is willing to learn more with a view to becoming one of the best pen-pushers in Nigeria. Her role models are the duo of CNN's Richard Quest and Christiane Amanpour.

Economy

Run From Any Unregistered Online Investment Platform—SEC Warns Nigerians

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SEC Nigeria

By Aduragbemi Omiyale

For the umpteenth time, the Securities and Exchange Commission (SEC) has run to the rooftop to warn Nigerians against putting their hard-earned money in online investment platforms not authorised to operate in the nation’s capital market.

SEC is the apex regulatory agency in the Nigerian capital market. It issues licences to companies operating in the ecosystem.

In a statement on Thursday, the organisation expressed concerns over the rising “promotion of unregistered online investment schemes on social media applications and websites, including WhatsApp, Instagram, Telegram, Facebook, TikTok and other digital platforms.

In the notice, the SEC emphasised that, “Many of these investment schemes exhibit characteristics of Ponzi or Prohibited investment schemes, while some operators of such schemes also provide unauthorised investment services to members of the public.”

In view of these, the commission advised members of the public “to refrain from investing or participating in any unregistered online investment platform or scheme promising unrealistic or guaranteed returns.”

“Members of the public are further advised not to rely on investment advisories circulated through online platforms by persons or entities not registered by the commission, as reliance on such advisories may expose investors to significant financial losses and fraudulent schemes,” it noted.

“The public is reminded that, under the provisions of the Investments and Securities Act, 2025, only entities registered by the commission are authorised to promote investment services, provide investment advisory services or solicit funds from the public in the Nigerian capital market,” another part of the circular signed by the management noted.

The regulator urged the investing public to verify the registration status of any platform, company, or entity offering investment opportunities on its dedicated portal: https://sec.gov.ng/fintech-and-innovation- hub-finport/registered-fintech-operators/ or https://www.sec.gov.ng/cmos before transacting or investing with them.

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Economy

Dangote Rejects NNPC Bid to Raise Stake in Soon-to-Be Listed Refinery

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NNPC vs Dangote refinery

By Adedapo Adesanya

Nigerian businessman, Mr Aliko Dangote, has disclosed that he rejected requests by the Nigerian National Petroleum Company (NNPC) Limited to increase its 7.25 per cent stake in the Dangote Petroleum Refinery.

Mr Dangote stated this in a podcast with the Chief Executive Officer of the Norwegian Sovereign Wealth Fund, Mr Nicolai Tangen.

In the podcast interview, the billionaire revealed that the state oil company offered to increase its current 7.25 per cent stake in the 650,000 barrels per day plant.

However, this was rejected because the company is planning to go public and give other Nigerians the opportunity to own shares in the plant.

Recall that the refinery is planning a multi-exchange listing and targeting a valuation of $50 billion. It has appointed a consortium of three financial advisers to manage the offering. Stanbic IBTC Capital to handle international book-building process and lead engagement with foreign portfolio investors; Vetiva Capital Management to manage retail investor distribution within Nigeria; and FirstCap to focus on placements with Nigerian institutional investors, particularly pension funds.

It was reported in 2021 that the NNPC acquired the 7.25 per cent stake in the refinery for $1 billion, with an option to acquire the remaining 12.75 per cent stake by June 2024.

However, the national oil firm reneged on its decision.

During the interview with the Norwegian Sovereign Wealth Fund CEO, Mr Dangote revealed that the state oil company had made attempts to acquire more stakes in the refinery, but this was turned down.

The revelation came while he was responding to questions about what could be the biggest risks to his businesses.

“Actually, if there are civil wars, which is not in the offing at all.

“The other biggest risk is government inconsistencies in policies, and we are addressing that one because if you look at our refinery, the national oil company already owns 7.25 per cent, and they are trying to buy more. We are the ones that said no; we want to now spread it and have everybody be part of it.”

In 2024, Mr Dangote revealed that under the former Group Chief Executive Officer, Mr Mele Kyari, the NNPC reduced its stake in the refinery from 20 per cent to 7.25 per cent. He disclosed that the NNPC had only a 7.2 per cent stake in the refinery and not 20 per cent as many Nigerians believed.

“The agreement was actually 20 per cent, which we had with NNPC, and they did not pay the balance of the money up until last year; then we gave them another extension up until June (2024), and they said that they would remain where they had already paid, which is 7.2 per cent. So NNPC owns only 7.2 per cent, not 20 per cent,” Mr Dangote stated at the time.

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Economy

Pathway Asset Management’s Adekunle Alade Unveils Blueprint for Sustainable Wealth, Investment Opportunities

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Pathway Asset Management's Adekunle Alade

In this interview with Mr Adekunle Alade, Founder and Director of Pathway Asset Management Limited, he discusses the blueprint for sustainable wealth and investment opportunities. Excepts;

Could you please tell us about Pathway Asset Management?

Pathway Asset Management is registered and regulated by the Securities and Exchange Commission (SEC) Nigeria as a fund and portfolio manager company with the main focus of helping individuals, retail, HNIs and institutions make smarter investment decisions and build long-term sustainable wealth. We understand how complex and unpredictable the Nigerian market can be because we operate in it every day. So, we’ve built a firm that is clear, disciplined, and driven by research, not guesswork.

Our offerings cut across Pathway Fixed Deposit Notes, Privately Managed Notes, Fixed Income Notes, Pathway Dollar Notes, Funds/Portfolio Management, Pathway Money Market Fund (coming soon), Pathway Dollar Funds (Coming Soon), and Investment Advisory services, all tailored to each client’s goal. But beyond the products, what really defines us is how we think: deep client understanding, strong governance, and a long-term mindset. That’s what guides every decision we make.

Can you walk us through Pathway Asset Management’s core investment philosophy and how it differentiates the firm in Nigeria’s asset management space?

Our philosophy is simple and profound. We are partners in our clients’ financial success. We create value, but never at the expense of disciplined risk management. Every investment is carefully assessed to ensure the returns justify the risk, helping clients move from speculation to structured, sustainable wealth building.

What sets us apart is our advisory DNA. We don’t just offer investment products; we bring an investment banker’s eye to asset management, combining strategic advice with precise execution.

We combine diversification, deep sector insight, and strong risk discipline to solve wealth preservation challenges, while prioritising transparency, client experience, and long-term outcomes.

Your portfolio includes Fixed Deposit Notes, Privately Managed Notes, and Portfolio Management services. How do these products cater to varying investor risk appetites?

We’ve designed our products to meet clients exactly where they are. For more conservative investors, our Fixed Deposit and Money Market offerings are focused on capital preservation, liquidity, and stable income. For clients looking for higher returns, our Privately Managed Notes, across fixed income, hybrid, equity and dollar structures, offer more optimised yield with a bit more structure. 

For more sophisticated or institutional clients, our portfolio management services provide a fully tailored approach. Some clients prefer us to take full discretion, while others want to stay involved. Essentially, we have a vehicle specifically engineered for different investors’ financial goals.

What’s next for Pathway Asset Management? Where are you focusing growth?

With the recent unveiling of our Board of Directors, we’ve strengthened our governance and strategic direction, which is important for where we’re going.

Over the next few months, our focus is on deepening client relationships, expanding our product offerings, especially mutual funds like our upcoming Pathway Money Market Fund and positioning the firm to take advantage of emerging opportunities. For us, growth is not just about scale; it’s about scaling responsibly while maintaining the discipline and trust we’ve built.

What gap in the market is the upcoming Pathway Money Market Fund designed to fill?

For a long time, the Nigerian investment space has had a gap. You either had low-yield savings accounts or high-entry institutional investments. The Pathway Money Market fund is designed to bridge that gap.

With rising inflation, many people are losing value just by keeping money in traditional bank accounts. What we’re doing is opening access, giving everyday investors a simple, regulated way to benefit from high-quality government and corporate instruments with as low as N5,000 to start investing. We want someone with relatively small capital to still participate in opportunities that were previously out of reach. Our focus isn’t just on returns; it’s about providing a liquid, SEC-regulated vehicle where a small saver can get a big-market yield and still have capital preserved.

As a firm regulated by the Securities and Exchange Commission, how do you ensure compliance while maintaining operational efficiency?

At Pathway Asset Management Limited, we view compliance as a competitive advantage, built into how we operate every day. To maintain efficiency while meeting and compliance, we have adopted a ‘Compliance-by-Design’ approach from onboarding clients to tech-enabled reporting and risk management without over-leveraging our resources.

We’ve put in place strong internal controls, invested in the right people, have clear processes, and a culture of accountability across the firm. At the same time, we leverage technology and experienced professionals to ensure compliance is seamless, not a bottleneck.

So, for us, it’s about getting it right from the start; operating efficiently while staying fully aligned with regulatory standards.

How do you assess the impact of Nigeria’s current monetary policy direction on investment portfolios?

We’re in a transition phase, from aggressive tightening to a more stable environment.

For us, that creates opportunity. In fixed income, we’re locking in high yields now, knowing that rates may compress as inflation moderates.

At the same time, improving stability in exchange rates and interest rates creates a better environment for businesses, which supports selective equity exposure.

So, rather than reacting, we’re positioning clients to benefit from both sides: strong yields today and potential upside as the macro environment improves.

What safeguards are in place to protect investor capital across your managed portfolios?

At Pathway Asset Management, the security of investor capital is built into our operations through a multi-layered ‘Triple-Lock’ framework. We operate strictly under the license and oversight of the Securities and Exchange Commission, Nigeria. This means our operations are subject to periodic review, stringent reporting requirements, and minimum capital adequacy standards. 

We don’t just follow the rules; we embrace them as a baseline for trust. But beyond that, one key safeguard is that we don’t hold client funds directly; assets (cash and securities) are held by independent SEC-approved custodians. That separation is critical for transparency and protection. We also apply disciplined investment policies. We don’t chase returns at the expense of safety. Every investment goes through a rigorous assessment process.

How does Pathway Asset Management manage downside risks, particularly in a volatile macroeconomic environment marked by inflation and FX instability?

In a market like Nigeria, volatility isn’t an anomaly; it’s a constant. Our approach to managing downside risk is built on dynamic asset allocation and financial discipline. We also hedge against currency risk by giving clients access to dollar-denominated investments, which helps preserve value.

On inflation, we focus on assets that can reprice or deliver returns above inflation over time. Our focus is not just on returns, but on protecting value and delivering consistency.

What is your outlook for Nigeria’s asset management industry over the next five years?

Nigeria’s asset management industry is entering a defining transition period, and the SEC’s recapitalisation directive is the central catalyst. Over the next five years, the industry will move from a fragmented, lightly capitalised landscape to a more consolidated, institutional, and competitive ecosystem. 

Many smaller or undercapitalised firms will be unable to comply independently, leading to mergers, acquisitions, or outright exits. Within the first two to three years, the number of asset managers is likely to shrink significantly, leaving behind a smaller group of well-capitalised firms alongside a handful of specialised niche players.

In terms of growth, the outlook is structurally positive but cyclical. Assets under management (AUM) are expected to expand at a solid pace, supported by high domestic interest rates, increased financial savings, and improved macroeconomic reforms. 

However, this growth will remain sensitive to macro conditions, particularly FX stability and interest rate cycles. Because a large portion of capital inflows into Nigeria is still short-term and yield-driven, the industry should expect periods of volatility rather than smooth, linear expansion.

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