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We Rejected SEC Forensic Audit to Protect Shareholders—Oando

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By Dipo Olowookere

Embattled oil company, Oando Plc, has reacted to the lingering crisis it has with the Securities and Exchange Commission (SEC), which is bent looking into its books.

Oando, in a statement released on Friday, December 15, 2017, emphasised that it challenged the actions of the capital market regulator under the leadership of the suspended Director General of SEC, Mr Mounir Gwarzo, in order to protect its integrity and its shareholders.

The energy firm had approached a Federal High Court in Lagos to stop the forensic audit and suspension of its shares on the Nigerian Stock Exchange (NSE).

At the court, Oando lost, which forced it to challenge the ruling at the Court of Appeal.

In its official statement signed today its scribe and Chief Compliance Officer, Ayotola Jagun, Oando said it kicked against the decisions of SEC because it was not comfortable with actions of Mr Gwarzo, who it said was acting like he wanted the company down by all means.

Read the full statement below:

Oando Plc, as a responsible company recognizes and respects the authority of the Securities and Exchange Commission (SEC) to regulate the market as it deems fit. The Company would like to categorically state that no action taken thus far has been to undermine the authority of the SEC,  but  to  protect  the  Company  and  its  shareholders  against  the  actions  taken  under  the leadership of Mounir Gwarzo, the erstwhile Director General (DG) of the SEC.

On Tuesday, December 5, 2017, the Securities and Exchange Commission (SEC) officially notified the Company that a forensic audit into the affairs of Oando PLC (the Company) would commence on Wednesday, December 6, 2017.

However, the external auditors appointed by the SEC are yet to approach the Company to commence the audit.

On Friday, December 8, 2017, new evidence emerged in the media corroborating the Company’s position that under the leadership of Mounir Gwarzo actions taken by the Commission were illegal, invalid and calculated to prejudice the business of the Company.

The evidence, a signed report presented on September 18, 2017 by the Technical Committee set up by Mounir Gwarzo, was of the opinion that Oando PLC had satisfactorily responded to all the issues raised by the Petitioners and had further recommended that the responses provided by the Company and its independent external auditors should be forwarded to the Petitioners for their information and further escalation if they deemed it necessary.

The Report makes no recommendation for the shares of the Company to be suspended or for a forensic audit of the Company to be conducted; instead the Committee recommended that certain unresolved issues regarding the treatment of certain corporate transactions and other matters arising there from be forwarded to the Securities and Investment Services (SIS) department of the Commission to determine whether there was in fact a breach of the ISA or the SEC Rules.

The current state of affairs indicates that Mounir Gwarzo chose to ignore the report of the Committee but instead used the minority report of the Chairman of the Committee, who in the report called for a forensic audit to be carried out solely on the allegations of related party transactions that were claimed not to have been carried out on an arms-length basis, as the foundation for his damaging actions against the Company and its shareholders.

Following the Federal High Court’s (FHC) ruling on November 23, 2017, that it did not have the jurisdiction to entertain the Company’s complaint against the actions of the SEC, the Company has since appealed the FHC ruling and applied for an injunction to preserve the res pending the hearing and determination of the appeal. The said application has been served and duly acknowledged by the SEC officials and their lawyers and a hearing of the application took place on Wednesday, December 13, 2017.

The FHC in verbal remarks made by the presiding Judge also directed the parties to refrain from any action which would overreach the pending application for injunction until it is determined, thus a commencement of the proposed forensic audit by the SEC would be in defiance of the application for an injunction.

On Friday, December 15 2017 the FHC dismissed the application for lack of subject matter jurisdiction.  We have immediately filed an application at the Court of Appeal for an injunction pending the determination of our appeal.

To date all actions taken by the Company have been predicated on our belief of bias and a lack of due process and fairness in the way in which the SEC, under the leadership and direction of Mounir Gwarzo, had carried out this investigation. The recommendations contained in the leaked Report and the subsequent penalties imposed by the Commission on Oando is further proof that the suspended DG of SEC was working to his own conclusions rather than looking at the facts before him and acting in the best interests of the Company and its minority shareholders.

In addition to the legal action taken, the Company has gone on to seek redress via petitions to the Legislature and pursuant to Section 298 of the Investment and Securities Act 2007 (ISA) the Executive on the following grounds:

  1. The SEC has shown bias and a lack of due process
  2. The legality of the SEC investigating a petition brought by an indirect shareholder
  3. The SEC’s jurisdiction to consider the petition of Ansbury Inc.
  4. Under the SEC’s rules relating to its ‘Complaints Management Framework’ it will not consider any  complaints  regarding  matters  that  are  already  the  subject  of arbitration or court proceedings as such matters are ‘sub-judice’.  The Company, brought to the attention of the SEC, that in addition to on-going arbitration proceedings  involving  one  of  the  petitioners,  Ansbury,  in  respect  of  its  indirect investment in Oando PLC a high court injunction had been granted
  5. The Company is also aware that when the SEC investigated a complaint brought by a foreign shareholder, Petroci Holdings against MRS Oil and Gas PLC and ordered a forensic audit of MRS, it was brought to the SEC’s attention that there were ongoing arbitration proceedings in France between Petroci Holdings and MRS, and SEC suspended the forensic audit pending the finalization of the arbitration proceedings. Despite all of the above the SEC chose to still consider the petition brought by Ansbury
  6. The SEC ignored the wrong doing and illegal conduct of Alhaji Dahiru Mangal in not disclosing his full shareholding interest in the Company, a proportion of which was acquired as a result of market manipulation and Insider Trading activities
  7. The non-utilization of the Administrative Proceedings Committee (APC), the standing committee of the Commission empowered under the SEC rules to look into matters of the nature of which the petitioners alleged
  8. In place of using the standing committee-the APC-the setup of a Technical Committee and later a Special Task Force, all outside the express provisions of the SEC enabling laws and outside Gwarzo’s legal and administrative authority as under the Investment and Securities Act 2007 only the Board of the Commission can set up committees
  9. The public nature of the enquiry and disturbing leaks of sensitive information which could only have emanated from the SEC given the timing/details of same
  10. The SEC attempted, at the request of one of the Petitioner’s Ansbury, to order a postponement of the Company’s Annual General Meeting to the detriment of the Company and its shareholders. The SEC does not have the power to order the postponement of an AGM and the DG subsequently retracted the action
  11. Despite the Company’s request for a formal physical meeting the DG never met with any Oando executives but instead afforded the Petitioners a series of physical meetings and advise
  12. The SEC’s unilateral reclassification of one of the petitioners, Ansbury Inc. as a Whistleblower despite the fact that Ansbury brought its petition to the SEC as an indirect “shareholder” of the Company
  13. The copying of  the  two  petitioners,  Alhaji  Dahiru  Mangal  and  Ansbury  Inc. on SEC’s official correspondence to the Company’s GCE on October 17, 2017
  14. There is precedence in the cases of Ikeja Hotels PLC and MRS PLC that the SEC does not suspend the shares of a Company when it embarks on a forensic audit
  15. The SEC has  acted to  all  intents  and  purposes as  a  sole  administrator, without any checks and balances such as a Board would have provided
  16. Legality of the actions taken by the DG of SEC without a Board or the approval of the supervising Minister in lieu of a Board
  17. Penalties that outweigh the alleged infractions
  18. Each of the alleged infractions  has  a  penalty  as  prescribed  by  the  respective provisions of the ISA, SEC Code, SEC Rules and Regulations, NSE Listing Rules and CAMA; none of them whether singularly or together warrants the suspension of free trading in the securities of the Company or the institution of a forensic audit
  19. The penalties are not fair and objective measures in the circumstances nor would they be the appropriate cure even if the allegations contained in the Petitions were to be true
  20. The powers of SEC under the ISA offer alternative and less disruptive remedies to address any of the issues raised by the allegations in the Petitions
  21. No basis for the institution of a forensic audit
  22. SEC claims that the actions it has taken are based on specific “findings” it has made against the Company. Yet, in a totally self-contradictory manner, SEC wants to embark on a forensic audit of the Company to confirm the veracity or otherwise of its findings. This begs the question as to how definite findings (in its’ own word
  23. s) could have been made when SEC itself admits that its investigation has not been concluded. If it has made reliable findings why then is there a need for further investigation in respect of the same petitions?

The Company believes that we have the right to a fair hearing before judgment can be made. We have been denied this right but instead have been judged guilty and penalized; now evidence is being sought to justify actions taken by the Commission.

Despite our objections to the forensic audit the Company would like to reiterate that we recognize and respect the authority of the Commission and in the spirit of cooperation, transparency and full disclosure, the Company will comply with the directives of the Commission whilst reserving our legal rights in this matter.

“Accordingly we welcome the appointment of Dr. Abdul Zubair as the Acting Director-General (ADG) of the SEC and see this as an opportunity for the regulator to act independently and for a new and enduring relationship to be established. We trust that he will investigate the matters raised in an independent and transparent manner and look forward to his support in ensuring due process is indeed followed.

Dipo Olowookere is a journalist based in Nigeria that has passion for reporting business news stories. At his leisure time, he watches football and supports 3SC of Ibadan. Mr Olowookere can be reached via [email protected]

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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