Feature/OPED
NEM Insurance Plc’s 48th AGM and Associated Governance Issues
By Nonso Okpala
An integral component of the long-term strategy of any company is corporate governance, epitomized by transparency and accountability.
By extension, it is also the single most important means of sustaining the vibrancy and relevance of any capital market in the world.
Furthermore, it has been observed that regulated markets with that adhere to best corporate governance practices have attracted and retained the confidence of investors, local and foreign alike.
As the CEO of VFD Group Limited, a company implementing a long-term investment strategy in the financial services industry, I basically assess companies on three cardinal points.
First, the presence of a visionary and selfless leader as espoused by Jim Collins in his book, “Good to Great”.
I also look for companies that have strategically positioned themselves within the context of their operating economy. These are companies that have developed a niche, either by way of technology, regulations, efficiency, etc., and established a moat around their business, as a barrier against competitors.
The last cardinal point I consider is the company’s adherence to best practice in corporate governance, regardless of the local governance standards or regulatory requirements.
In the course of our operations, we have invested in a few listed companies — despite being mainly focused on private investment — and we intend to increase our capital allocation to this class of investment. One of our early investment picks was NEM Insurance Plc. The company had been a diamond in the rough for years with its market price then below N1.
However, our valuation of the company, on a futuristic earning basis, was conservatively about N4 per share. This valuation has subsequently been validated by market trends; as at 21st June 2018, the market price of the stock was N3.04.
We invested in the company based on our confidence in the long-term prospects of the company and its high score on our three-assessment parameters (i.e. strong leadership, strategic positioning and best practice in corporate governance) particularly the first two parameters.
NEM Insurance has a visionary leader, Tope Smart. He stands out as an extraordinary leader and is remarkably humble at it. He took on a struggling company in 2007 and bootstrapped it into one of the top five insurance companies in the industry. The company has doubled shareholders’ funds in the last five years and consistently paid dividends over the stated period. He has also built a team of remarkable lieutenants who rank as the best in the industry on a cost basis consideration.
As a result of their strategic positioning within their operating economy, the company not only enjoys the insurance regulatory environment, but has further enhanced its economic moat via efficient performance in a sector that is spectacularly known for inefficiency and poor regulatory compliance.
Unfortunately, it appears that the company is not nearly as strong on governance practices, relative to its stellar performance on the other two counts as stated above. I will elucidate with the organization of the company’s purported 2018 Annual General Meeting (AGM).
As a background, the Directors of the company collectively own less than 23.73% of the company’s issued shares. 22.98% of the 23.73% of the shares attributed to all Directors are held by four Directors (the “ruling 4”) out of ten Directors (source: NEM 2017 Annual Report & Accounts). On closer examination, the situation gets even more interesting. The same audited financial statements reveal that only 16 shareholders, inclusive of the “ruling 4” Directors, have up to 50m shares each and this group of 16 shareholders collectively controls 52.11% of the company’s issued shares. The implication is that there are 12 shareholders who collectively control 29.13% of the company’s issued shares that are not included in the management of the company. VFD Group is one of the 12 shareholders, with a 2.11% stake. In recent times, we have made efforts to identify the other 11 shareholders and observed a trend of exclusion of these shareholders from the activities of the company.
For instance, as a run up to the 2018 AGM of the company, most of these shareholders did not receive notice of the meeting, the proposed special resolutions, proxy forms and audited financial statements as required by CAMA. This is extremely suspicious, particularly if one considers the special resolutions proposed for consideration and approval at the purported AGM.
First, special resolutions are usually passed by 75% of the votes of shareholders present and voting in an AGM. In the case of NEM, none of these resolutions can be passed if the 12 excluded shareholders were present and voted against the resolutions. It will be mathematically impossible because if all shareholders are in attendance, the 12 shareholders would represent 29.13% of the possible votes. This will preclude the possibility of achieving the 75% approval that is required for the resolution. This is further compounded by the fact that 100% attendance of its shareholders in NEM’s AGM is impossible. Thus, the only way to assure the passing of such resolutions (if management is not sure of the position of the 12 shareholders) is to tactically exclude them so as to ensure victory if a poll is conducted.
I am certain the question running through your head is, why go through all of these, at the risk of regulatory sanctions? Why risk the company’s reputation and particularly jeopardize the otherwise stellar achievements and track record of the Group Managing Director? The answer is simple: the company is run by a minority group of shareholders, “the ruling 4” Directors, who want to secure their hold on the company, at all costs.
The Directors, at the purported AGM, sought a resolution to issue 1.056bn shares of the company by way of private placement, at a price of N2.50. Looking closely at the proposal reveals why, in the words of former President Olusegun Obasanjo, “it is a do or die” affair for this ruling group of Directors. By maintaining the status quo and buying up shares on the floor of the stock exchange, it is currently impossible for anyone with minority holding to gain majority shareholding, and neither is it possible through fair and equitable rights’ offers. Nevertheless, the proposed special/private placement makes it possible for “the ruling 4” Directors plus the “special interest” beneficiary of the special/private placement to achieve a super majority.
Putting this in clearer context, post the proposed private placement, the collective stake of the “ruling 4” Directors plus the special interest to whom the placement shares are issued will increase to 35.82% from 22.98%.
Kindly note that the provisions of the special placement gives “the ruling 4” Directors the right to pick who these shares can be allotted to. They can even allot the said shares to themselves or any one of them in the absence of any sensible checks and balances.
In truth, if the intention of the “ruling 4” Directors is to increase their interest or influence in the company, I have no fundamental objection to this goal. After all, we believe that the interest of shareholders is best served when management is significantly invested in the subject company. But the offer should nevertheless be appropriately priced.
If I were to negotiate on behalf of fellow shareholders, I would place a price tag of N4 per share as I initially stated in this article and every kobo of that valuation can be justified. However, do not take my valuation as it is, let’s look to the market for the appropriate valuation of the company’s shares. The special placement is priced at N2.50 while the market price is currently N3.34 as at 27/06/18, representing a discount of 33.59%. This is clearly unusual and indicative of management’s destruction of other shareholders’ value and is designed to grant inordinate gain to an unidentified “special interest”. The question is: who will these shares be allotted to?
As an investor and specifically a shareholder of this company, VFD Group will like to participate in this offer. In fact, we will like to take up the entire offer. Why is such a compelling offer restricted to the exclusion of other shareholders who are willing and able to participate? How do you offer a significant stake of a company via a special/private placement priced at a significant discount to market?
My basic understanding of special/private placement posits the following considerations:
1. That the public company cannot raise capital via rights offer.
2. That the public company cannot raise capital via a public offer.
3. That the company is not doing well and as such, investors are reluctant to be exposed to such company and therefore placing the company under immense capitalisation pressure.
4. That the company is subject to all three above considerations and it is in dire need of funds.
If any of the above stated is the situation with NEM Insurance Plc, then the offer as proposed will be in the best interest of the company and shareholders alike. Unfortunately, this is not the case. Shareholders are willing to participate in a public or rights offer because the company is doing very well.
As mentioned earlier, the Management of the company have done remarkably well based on the operations of the company and this is indicative in the current market price, profitability and industry ranking of the company.
The company is also not cash-strapped; in fact, the Board proposed and obtained approval for the payment of 10k/share dividend at the purported AGM and has consistently paid dividend in the prior years. It is also not under pressure by regulators to recapitalise, as it is one of the few insurance companies that has maintained a clean bill of health.
By the way, to date, no one has explained to shareholders what the funds to be raised will be utilised for.
So, what is the justification for the proposed special/private placement? What are the proceeds of the proposed offer for? If we must raise funds, why not do it via rights issue or public offer? A private placement appropriates the value in the company for the benefit of a few and savvy shareholders will have none of this.
On a general note, I will like to address the role of institutions in the pursuance of best practices in corporate governance. Their roles are integral to its attainment or otherwise.
I have reviewed the activities of our corporate regulators e.g. SEC, NSE, CAC, NAICOM and others and I am extremely confident in their capacity and moral commitment to upholding global best practice standards in governance in our market. They have demonstrated this time and time again and we have no doubt that it will sustain through the foreseeable future.
It is important to ensure that this governance standards are not only upheld but are seen to be upheld by all relevant parties, including NEM Insurance Plc and all auxiliary and related parties or officers of the company, such as the directors and the company secretary, as well as the Company’s Registrar, APEL Capital & Trust Limited. These parties all owe a fiduciary responsibility to all shareholders and are expected to always act in the best interests of the shareholders.
Before I conclude this piece, I will like to state a few things about VFD Group as a background to this matter, and with specific reference to our investment in NEM Insurance Plc.
1. We are a Group of companies with interest/aspiration in all sectors of the financial services industry e.g. Asset Management, Bureau de Change, Banking, Microfinance, Insurance, International Remittance, Real Estate etc.
2. Our operations are funded by our equity and debt investors as well as retained profit and we have been in existence for nine years. We currently have about 48 shareholders from all works of life, including leaders of public listed companies.
3. We are not particularly interested in running these companies or retaining Board positions, but we are firmly interested in the proper governance of our investee companies, a strong trend of profitability and consistent payment of dividend. Once that is in place, we are delighted to support management of these companies.
4. We also stand against interference with the operations of the company because we do not consider ourselves experts in our investee companies’ area of business. We believe once our set objectives are in place, we have no business interfering in their business operation.
5. This article is not written with malice and as much as possible, I have ensured that it is not personal but focused purely on the facts at hand. I also owe a fiduciary responsibility to our shareholders and it behoves me to speak on their behalf and protect their interest. I also think it is in the interest of the Nigerian investing public to speak out and advocate better corporate governance. Our economy will be better off by this and similar efforts.
6. We think that our interests are aligned with those of NEM Insurance Plc and that there is absolutely no need for protective schemes with the negative implication on the company.
In conclusion, I call on the Board and Management of NEM Insurance Plc to set aside the purported 48th AGM of the Company and the resolutions passed thereat. This should not be done with the mind-set of a victor or vanquished but should be done in the interest of all shareholders, majority or minority alike.
I am certain that if we do the right thing by the company, all shareholders will be better for it in the long run instead of a slow and deliberate process of destruction of value that is inevitable, if we continue down this path. In the meantime, VFD Group will take all necessary lawful steps to protect its investments in NEM while supporting the company to continue its growth trajectory.
Nonso Okpala is a visionary and serial investor. He is also the Managing Director/CEO of VFD Group Ltd and Father-In-Chief. You can mail him at no**********@******up.com or follow him on Twitter and Instagram for further discussions.
Feature/OPED
Nigeria’s CPI Rebase Broke the Data: Here’s What the Unbroken Picture Actually Shows
By Ejiye Jimeta Ibhawoh
When the NBS rebased the Consumer Price Index in February 2025, and headline inflation fell overnight from 34.80% to 24.48%, yields compressed, and fixed income rallied. A question that should have been straightforward became almost impossible to answer: what is cash actually earning in Nigeria after inflation?
We know what the commentary said. Statistical fix or economic illusion. Cost of living still high. Basket weights shifted. All true, all well-covered. But nobody did the obvious next thing: build the bridge between the old series and the new one, then show what a continuous 15-year picture of Nigerian real returns actually looks like. We did.
The problem with two CPI series
The old NBS CPI ran from a November 2009 base, 740 items weighted by the 2003/04 Nigeria Living Standards Survey. The new methodology uses a 2024 average base, 934 items, and 2023 weights. Food and non-alcoholic beverages dropped from 51.8% to 40.1%. Restaurants and accommodation surged from 1.2% to 12.9%. A 13th COICOP division was added (Insurance and Financial Services). That alone tells you how much the consumption basket has shifted.
These are legitimate improvements. Nigeria’s spending patterns have genuinely changed since 2009. Nobody disputes that.
The problem is continuity. NBS published no officially chain-linked historical series. The old index ends in December 2024. The new one picks up in January 2025. Month-on-month rates don’t match across the boundary. Stops & Gaps documented a particularly egregious discontinuity: the rebased index implies prices fell 12.3% in a single month in December 2024. The largest actual single-month decline since 1995 was 3.5%.
For anyone maintaining a time series (pension fund benchmarking, fixed income attribution, real return measurement), the data is broken. Every analyst in Lagos knows this. Most shrugged and moved on.
Chain-linking: what we built and why
We followed the IMF CPI Manual, Chapter 9, for linking series across base-period changes. December 2024 is the overlap month where both old-base and new-base CPI levels exist. The chain-linking factor comes out at 0.11523. We rescaled the entire old series onto the new base.
The result: 204 continuous monthly CPI observations from February 2009 to January 2026. One hundred and ninety-one back-tested months on the old base, spliced to 13 live months on the new base. No interpolation. No estimation. Month-on-month rates are preserved through the splice point, and every calculation is reproducible from published NBS and CBN data.
We paired this CPI series with CBN 91-day T-bill stop rates from primary auctions to construct the VNG-CRR, the Venoble Nigeria Cash Real Return Index. Two inputs per month. NBS CPI level. CBN stop rate. Fisher equation. All compounds into an index.
The headline: over 204 months, Nigerian cash earned +9.48% annualised in nominal terms and −5.48% annualised in real terms. This is consistent, cumulative, and structural purchasing power destruction.
Put it differently. N1 million placed in 91-day T-bills in February 2009 would be worth roughly N4.7 million as of January 2026 in nominal terms. Adjust for what that money can actually buy, and the real value is closer to N380,000. The T-bill investor multiplied his digits and shrank his wealth.
Why this matters now
Start with pension fund allocation. Nigeria’s pension assets reached N26.66 trillion as of October 2025. Roughly 60% (c.N16 trillion) sits in FGN securities. If the annualised real return on government paper has been negative for 15 consecutive years, what does that mean for 10 million contributor accounts? The OECD flagged this in its 2024 pension report using 2023 data. Pension funds in Nigeria, Angola, and Egypt, where more than half of assets sit in bills and bonds, delivered negative real returns. PenCom raised equity limits in February 2026: RSA Fund I from 30% to 35%, RSA Fund II from 25% to 33% and while this is indeed a step in the right direction, it is not enough.
Then there is the visibility problem. Under the old methodology, a 91-day bill at 18% against 34.8% inflation was obviously underwater. Under the new CPI, the same bill at 15% against 15.15% inflation looks like a break-even. Did real returns improve, or did the statistical agency change the yardstick? In our view, both. Inflation has genuinely decelerated: monthly CPI growth dropped below 1.0% for several consecutive months in H2 2025. But the rebase also flatters the comparison by c.10 percentage points. Without a continuous series, you cannot separate the two effects.
And the sign has flipped. This is not speculation. From August 2025 through January 2026, the VNG-CRR recorded six consecutive months of positive real returns. January 2026 was the strongest at +4.39% real. Month-on-month CPI fell 2.88% while the nominal T-bill return was 1.38%. The real index climbed from
984 to 1,027, above its inception base of 1,000 for the first time.
After 15 years of negative returns, real returns have turned positive. Whether that holds is the question nobody can answer yet.
What we do not know
We don’t have a strong view on the persistence of the disinflation trend. The December 2025 CPI base effect is messy. The rebased December 2024 level was set at 100, which creates arithmetic distortions in year-on-year comparisons as that month rotates out. Headline YoY inflation could spike artificially in December 2025 data even if underlying prices remain stable. Anyone anchoring allocation decisions to year-on-year headline numbers will get whipsawed.
We also cannot tell you whether the new CPI basket accurately captures the cost-of-living reality for the median Nigerian. Restaurants and accommodation at 12.9% may reflect urban middle-class spending in Victoria Island and Wuse. It does not reflect what a civil servant in Kano or a smallholder farmer in Benue pays for food and transport. The CPI measures what it measures. It is not a cost-of-living index. That distinction matters more than most post-rebase commentary acknowledged, and it is the gap a continuous real return series is designed to fill.
The allocation question
Here is what the data does tell you. Over 204 months, the real return hurdle rate (what an alternative investment must beat just to match cash in purchasing-power terms) has been low. Negative, in fact. Any asset class generating positive real returns has beaten cash. Equities: the NGX ASI returned 51.19% in 2025. Real estate in Lekki and Abuja CBD. Dollar-denominated instruments accessed through NAFEM. All cleared the hurdle.
With real yields now positive, the calculus shifts. Cash is no longer guaranteed wealth destruction. But 15 years of compounded losses do not reverse in six months. The real index is at 1,027. It needs sustained positive real returns to recover the purchasing power lost over the prior decade.
For pension fund administrators and asset managers, the implication is straightforward: measure everything against the real return on cash. Not nominal yields. Not headline inflation. The actual, chain-linked, continuously compounded purchasing-power return. If your portfolio is not beating that number, you are losing money regardless of what the nominal statement says.
Why independent benchmarks matter
Nigeria has the largest economy in Africa and the largest pension assets on the continent. Its data infrastructure for institutional investors is among the weakest. South Africa has inflation-linked bonds, a real repo rate published by the SARB, and a mature index ecosystem. Nigeria has a CPI series with a structural break and no official chain-linked alternative.
The gap is not in analytical capacity. There’s no shortage of Nigerian research firms producing excellent work. The gap is infrastructure. Auditable, rules-based benchmarks that any market participant can verify.
Not commentary. Not opinions about what inflation feels like. Published, reproducible numbers.
That is what we built the VNG-CRR to provide. Two inputs. One equation. One index. Updated monthly.
Methodology published. Data downloadable. Every calculation is auditable against source data. All are completely free to the public.
The CPI rebase broke the data. We built the unbroken picture because nobody else did. Whether NBS eventually publishes its own chain-linked series, or the market continues relying on independent providers, says something about where Nigeria’s capital market infrastructure actually stands. We do not think anyone in Abuja is losing sleep over it, but maybe they should be.
E.J. Ibhawoh is the founder and CEO of Venoble Limited, an investment intelligence and capital management firm for African markets. He is a FINRA-qualified capital markets professional with a background spanning investment banking, trading, and software development.
Feature/OPED
Mr President, Please Reconsider -No to State Police
By Abba Dukawa
Nigeria stands today at a painful and defining crossroads in its security journey. Across the nation, families live with growing fear as insecurity spreads—kidnappings, banditry, and terrorism have become harsh realities in too many communities. These threats do not respect state boundaries. Organised criminal networks move across states, leaving ordinary citizens feeling exposed and abandoned.
Nigerians are facing intertwined challenges. The anger is no longer whispered in private—it is now spoken openly with frustration and worry. Another pressing issue confronting Nigerians is the renewed debate over the creation of state police. When will the federal government strengthen the effectiveness of its security agencies? How much longer must communities endure this uncertainty?
At the same time, another urgent debate rises from the hearts of the people. In the face of this deepening crisis, should state governments be allowed to establish their own police forces to protect their citizens? Or will Nigeria continue to rely solely on a centralised system that many believe is struggling to respond quickly enough to local threats?
These are not just political questions. They are questions of safety, dignity, and the right of every Nigerian to live without fear. The nation is waiting, hoping for bold decisions that will restore trust, strengthen security, and protect the future of its people. State police cannot be the answer to these pressing issues that bedevil federal security agencies.
Recently, the President appealed to the leadership of the National Assembly to consider constitutional amendments that would create a legal framework for state police, arguing that such reform is necessary to address Nigeria’s worsening security challenges. The fragmented policing structure could complicate efforts to combat crime effectively.
Reigniting the debate over state police comes as no surprise, given that he has long been seen as an advocate for the idea since his tenure as Governor of Lagos State. He supported the concept then and has continued to promote it as President. Many Nigerians, particularly in the South-West, have long called for state police as a means to address the country’s growing insecurity. Despite the constitutional considerations, discussions around state police continue to evoke strong emotions nationwide.
How will state police address security breaches committed by local militias or vigilante groups such as the OPC in the Southwestern states? What actions would state police take regarding the Amotekun group, which is openly endorsed by Southwest governors, if it were to commit serious violations of the rights of citizens, especially those from other parts of the country? How quickly have the proponents of state police chosen to erase from memory the horrific atrocities the OPC inflicted on the Northern community in Lagos in February 2002? The scars of that tragedy are still raw, yet some behave as though it never happened—as if the pain and the lives lost meant nothing. It is a bitter betrayal of justice and our collective conscience.
Reintroducing this issue at a time when the federal security apparatus is already strained shows a lack of sensitivity. Proponents overlook that Section 214(1) clearly states there is only one police force for the federation, the Nigeria Police Force and no other police force may be established for any part of the federation. The section does not permit the establishment of state police. Policing is on the Exclusive Legislative List, meaning only the federal government can create or control a police force.
Even today, the Nigeria Police Force, under the centralised command of the Inspector-General, faces accusations of harassment and intimidation of the weak and vulnerable citizens. If such problems persist under federal control, imagine the risks of placing police authority under state governors, who already wield significant influence over state and local structures.
Implications For The State Police Structures In The Hand Of The State Governors
I must state clearly: I do not support the establishment of state police—at least not at this stage of Nigeria’s development. Our institutions remain fragile, and introducing such a system carries significant risks of abuse. History offers reasons for caution: the Native Authority police of the past were often linked to political repression and misuse of power.
Supporters argue that state police would bring law enforcement closer to local communities and improve response to crime. However, there are serious concerns rooted in Nigeria’s social realities.
Nigeria is a diverse nation with multiple ethnic and religious sentiments. If recruitment into state police forces becomes dominated by particular groups, minority communities may feel marginalised or threatened.
State police could deepen divisions and weaken public trust. State-controlled Police could also become instruments of political intimidation, especially during election periods, potentially targeting opposition figures, critics, and journalists.
Financial capacity is another major concern. Establishing and maintaining a professional police force requires substantial investment in training, equipment, salaries, welfare, and infrastructure. Many states already struggle to pay workers and provide essential services. How, then, can they adequately fund a state police? The likely outcome is poorly trained, under-equipped personnel—conditions that often foster corruption and inefficiency.
Even under federal oversight, Nigeria’s police system struggles with weak accountability and abuse of power. Transferring these weaknesses to the state level without safeguards could have severe consequences.
A poorly structured state police force could become loyal to governors rather than the Constitution, serving political interests rather than citizens’ interests. For these reasons, introducing state police, even with the constitutional amendment, could create more problems than it solves. Sustainability, accountability, and adherence to constitutional principles are critical and will likely be violated
Nigeria must strengthen law enforcement while protecting citizens’ rights and preserving national unity. Mr President, please reconsider your decision on state police. Nigerians want a strong, effective, and unified police force, not one that risks further dividing a system already struggling to meet its constitutional obligations.
Dukawa can be reached at ab**********@***il.com
Feature/OPED
Measures at Ensuring Africa’s Food Sovereignty
By Kestér Kenn Klomegâh
China’s investments in Africa have primarily been in the agricultural sector, reinforcing its support for the continent to attain food security for the growing population, estimated currently at 1.5 billion people. With a huge expanse of land and untapped resources, China’s investment in agriculture, focused on increasing local production, has been described as highly appreciable.
Brazil has adopted a similar strategy in its policy with African countries; its investments have concentrated in a number of countries, especially those rich in natural resources. It has significantly contributed to Africa’s economic growth by improving access to affordable machinery, industrial inputs, and adding value to consumer goods. Thus, Africa has to reduce product imports which can be produced locally.
The China and Brazil in African Agriculture Project has just published online a series of studies concerning Chinese and Brazilian support for African agriculture. They appeared in an upcoming issue of World Development. The six articles focusing on China are available below:
–A New Politics of Development Cooperation? Chinese and Brazilian Engagements in African Agriculture by Ian Scoones, Kojo Amanor, Arilson Favareto and Qi Gubo.
–South-South Cooperation, Agribusiness and African Agricultural Development: Brazil and China in Ghana and Mozambique by Kojo Amanor and Sergio Chichava.
–Chinese State Capitalism? Rethinking the Role of the State and Business in Chinese Development Cooperation in Africa by Jing Gu, Zhang Chuanhong, Alcides Vaz and Langton Mukwereza.
–Chinese Migrants in Africa: Facts and Fictions from the Agri-food Sector in Ethiopia and Ghana by Seth Cook, Jixia Lu, Henry Tugendhat and Dawit Alemu.
–Chinese Agricultural Training Courses for African Officials: Between Power and Partnerships by Henry Tugendhat and Dawit Alemu.
–Science, Technology and the Politics of Knowledge: The Case of China’s Agricultural Technology Demonstration Centres in Africa by Xiuli Xu, Xiaoyun Li, Gubo Qi, Lixia Tang and Langton Mukwereza.
Strategic partnerships and the way forward: African leaders have to adopt import substitution policies, re-allocate financial resources toward attaining domestic production, and sustain self-sufficiency.
Maximising the impact of resource mobilisation requires collaboration among governments, key external partners, investment promotion agencies, financial institutions, and the private sector. Partnerships must be aligned with national development priorities that can promote value addition, support industrialisation, and deepen regional and continental integration.
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