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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.

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Economy

Oil Prices Rise 2% as Middle East Hostilities Escalate

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Oil Prices fall

By Adedapo Adesanya

Oil prices ‌rose around 2 per cent on Wednesday as hostilities in the Middle East erupted anew and talks between Iran and the United States showed little progress.

Brent futures grew by $1.81 or 1.89 per cent to $97.81 per barrel, and the US West Texas Intermediate (WTI) crude climbed $2.26 or 2.41 per cent to $96.02 a barrel.

According to reports, Iran launched ballistic missiles toward regional neighbours Kuwait and ​Bahrain, killing one person and injuring dozens, while the US forces conducted strikes on Iran’s Qeshm ​Island.

Iranian drones and missiles struck Kuwait International Airport overnight, causing the country to immediately suspend air traffic, activate emergency procedures, and divert flights to alternative airports.

Iran’s Revolutionary Guard said the operation was retaliation for recent US military actions and warned that regional states supporting American operations could face further consequences. Kuwait hosts major US military facilities and serves as a key logistics hub for American operations across the Middle East, but until then had largely avoided becoming a direct target.

Following the overnight attack, the United Arab Emirates (UAE) called for a united Gulf stance.

Meanwhile, President Donald Trump said Iran had agreed not to have a nuclear weapon and that Supreme Leader ‌Ayatollah Mojtaba ⁠Khamenei was involved in negotiations. He has insisted this week that discussions remain active and said a broader agreement could emerge within days, while Iranian officials have delivered contradictory messages.

Iranian Foreign Minister Abbas Araqchi said contacts with American representatives have not been cut off, but no progress has been made in the negotiations.

The prolonged closure of the Strait of Hormuz continues to bottleneck global energy supplies, driving sustained upward pressure on oil markets.

The International Energy Agency (IEA) has warned that global ​oil inventories could hit critical ​levels ahead of peak summer ⁠demand if stock draws continue at their current pace.

Crude oil inventories in the US decreased by 8.0 million barrels during the week ending May 29, according to data from the Energy Information Administration (EIA) released on Wednesday. The EIA’s data release follows figures by the American Petroleum Institute (API) that were released a day earlier, which reported that crude oil inventories saw a draw of 6.75 million barrels in the period.

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Economy

CSCS Boss Shantali Says T+1 Settlement Targets Long-Term Capital Market Growth

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Shehu Yahaya Shantali

By Adedapo Adesanya

The chief executive of the Central Securities Clearing System (CSCS) Plc, Mr Shehu Yahaya Shantali, says Nigeria’s shift to a T+1 settlement cycle goes beyond faster transactions and is intended to deepen long-term growth in the capital market.

Speaking at a ceremony marking the commencement of T+1 settlement in Lagos, Mr Shantali described the development as a strategic milestone that goes beyond faster transaction timelines to reinforce the market’s structural strength and future readiness.

According to him, the shortened settlement cycle reflects years of investment in infrastructure, technology, and stakeholder collaboration aimed at transforming Nigeria into a globally competitive investment destination.

Nigeria recently became the first market in Africa to adopt the T+1 framework, reducing the settlement period for securities transactions from two days to one.

According to the boss of the securities depository firm, the shortened settlement cycle reflects years of investment in infrastructure, technology, and stakeholder collaboration aimed at transforming Nigeria into a globally competitive investment destination.

“These investments are not solely for T+1 settlement but to position Nigeria’s capital market for sustained growth and longterm competitiveness,” he said.

The migration from T+1 settlement is expected to enhance liquidity, improve capital efficiency, and reduce counterparty risk across the market.

Mr Shantali explained that the T+1 transition represents the culmination of a decades-long evolution from a manual, paper-based system to a fully automated, technology-driven post-trade environment.

He recalled that investors previously waited several months to complete transactions under the old system, but successive reforms, including transitions to T+5, T+3, and T+2, steadily improved efficiency and market integrity.

The latest upgrade, he said, builds on extensive preparations undertaken over the past three years, including system enhancements, process optimisation, and market-wide readiness assessments coordinated by the SEC and industry stakeholders.

On his part, the Director-General of the Securities and Exchange Commission (SEC), Mr Emomotimi Agama, said the reform signals Nigeria’s readiness to compete at the highest levels of global finance, noting that the country transitioned from T+2 to T+1 within six months.

“The era of T+1 has begun,” Mr Agama said, adding that shorter settlement cycles are critical to attracting global capital and strengthening investor confidence.

He noted that leading markets such as the United States, Canada, and India have already adopted T+1 settlement, while several European markets are preparing to migrate, making Nigeria’s transition a crucial step in maintaining international relevance.

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Economy

Businesses Not Feeling Full Benefits of Tinubu’s Reforms—NECA

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NECA Adewale Smatt-Oyerinde

By Adedapo Adesanya

Many private sector operators have yet to experience the anticipated gains of President Bola Tinubu’s reforms as they continue to grapple with inflation, energy costs and exchange rate volatility, the Director-General of the Nigeria Employers’ Consultative Association (NECA), Mr Adewale-Smatt Oyerinde, has said.

Mr Oyerinde acknowledged that the removal of fuel subsidy and liberalisation of the foreign exchange market reflected the government’s commitment to market-driven economic policies and improved transparency across sectors.

He said the reforms had enhanced fuel availability, reduced recurring supply disruptions and signalled policy consistency to both local and foreign investors, but noted that while there are indications of improved investor confidence, many domestic businesses, particularly Micro, Small and Medium Enterprises (MSMEs), continue to contend with operational challenges.

The NEC chief said the depreciation of the Naira had increased production costs, affected competitiveness and heightened operational risks for many businesses.

“Many private sector operators are yet to experience the anticipated gains of the reforms as they continue to grapple with inflation, energy costs and exchange rate volatility,” he said in a recent interview with the News Agency of Nigeria (NAN) while assessing the administration’s economic performance.

Mr Oyerinde said declining consumer purchasing power and increasing production expenses had placed pressure on businesses, with some firms adjusting investment plans and operations in response to prevailing economic conditions.

On infrastructure and refining, the NECA DG said developments in housing, industrial investments and local petroleum refining had created opportunities and contributed to improved fuel supply.

He, however, identified power supply as a major challenge facing businesses, citing persistent grid instability and reliance on alternative energy sources.

“In spite of the ongoing reforms in the power sector, insufficient electricity supply remains the number one constraint to business productivity and competitiveness across the country,” he said.

Mr Oyerinde said that although some macroeconomic indicators, including foreign reserves and government revenues, had shown improvement, the gains were yet to be broadly reflected in business operations and household welfare.

“Inflation, high energy costs, multiple taxation, logistics challenges and weak consumer spending continue to constrain productivity and limit business expansion,” he said.

He said employers remained cautious about large-scale recruitment amid high borrowing costs, foreign exchange volatility and rising operating expenses.

According to him, sustainable job creation will depend on deeper structural reforms that reduce the cost of doing business and improve access to affordable finance.

He urged the government to prioritise stable power supply, lower energy costs, tax harmonisation, policy consistency and foreign exchange stability to accelerate economic recovery and strengthen investor confidence.

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