Business
NEM Insurance Plc’s 48th AGM and Associated Governance Issues
Published
6 years agoon
By: Nonso Okpala
A visionary and serial investor. Managing Director/CEO of VFD Group Ltd and Father-In-Chief.
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:
- That the public company cannot raise capital via rights offer.
- That the public company cannot raise capital via a public offer.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
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Sahara weekly online is published by First Sahara weekly international. contact [email protected]
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UBA GMD Calls for Public-Private Collaboration, Joins Aviation Minister to Commission New MMIA Departure Section
Published
17 hours agoon
December 22, 2024UBA GMD Calls for Public-Private Collaboration, Joins Aviation Minister to Commission New MMIA Departure Section
The newly renovated departure section of the Murtala Muhammed International Airport, Lagos, refurbished by United Bank for Africa (UBA) Plc, was officially commissioned on Friday, December 20th, 2024.
The laudable project, which marks a transformative moment in Nigeria’s aviation sector, underscores UBA’s unwavering commitment to national development and highlights the immense value of strategic public-private partnerships (PPPs).
The ceremony was graced by distinguished stakeholders, including the Honourable Minister of Aviation and Aerospace Development, Festus Keyamo, SAN; the Managing Director of the Federal Airports Authority of Nigeria (FAAN), Mrs. Olubunmi Kuku; other Directors, and Heads of Agencies operating at the Airport.
Speaking at the event, UBA’s Group Managing Director/CEO, Oliver Alawuba,lauded the collaboration that brought the project to fruition as he emphasised the need for public and private institutions to come together to build and revamp the nation’s assets.
“This renovation is a testament of UBA’s belief in the transformative power of investing in national assets. By modernising our airports, we not only enhance infrastructure but also position Nigeria as a global hub for tourism, trade, and investment,” he stated.
Alawuba took time to highlight the broader economic impact of such initiatives, urging increased private-sector participation in national development. “Public-private partnerships like this demonstrate what can be achieved when we unite for a shared vision of progress and investing in infrastructure catalyses economic growth, improves travel experiences, and creates opportunities across various sectors of the economy,” he added.
Alawuba reflected on the power of unity and collaboration, quoting Helen Keller: “Alone we can do so little; together we can do so much.” The commissioning of the renovated departure section serves as a reminder of what strategic partnerships can achieve in driving national development and elevating Nigeria’s global standing.”
While commissioning the project, Keyamo commended UBA for executing the project, a feat he termed a landmark achievement in Nigeria’s aviation sector. “This renovated departure section exemplifies the bank’s commitment to elevating aviation infrastructure, improving passenger experiences, and fostering international partnerships. It is a proud moment for the ministry and all stakeholders involved, and I thank the management of UBA for pioneering this initiative,” he remarked.
The minister highlighted other key achievements of his ministry, including compliance with the Cape Town Convention, the launch of a consumer protection portal, and advancements in major infrastructure projects such as the second runway at Abuja Airport and solar energy integration in airport operations.
The Managing Director/Chief Executive of FAAN, Mrs. Olubunmi Kuku, commended UBA and other stakeholders for their contributions, adding, “This project reflects FAAN’s dedication to delivering world-class aviation infrastructure. The enhanced departure section not only elevates passenger experiences but also strengthens Nigeria’s competitive position in global aviation,” she said.
She called for more private-sector participation, emphasising that “partnerships like these are essential to transforming the aviation sector into a beacon of excellence.”
The newly renovated departure section boasts cutting-edge facilities designed to enhance efficiency and passenger comfort. This upgrade reaffirms the Murtala Muhammed International Airport’s status as a critical gateway to Nigeria and a major hub for international travel in Africa.
United Bank for Africa is Africa’s Global Bank. Operating across twenty African countries and the United Kingdom, the United States of America, France and the United Arab Emirates, UBA provides retail, commercial and institutional banking services, leading financial inclusion and implementing cutting edge technology. UBA is one of the largest employers in the financial sector on the African continent, with 25,000 employees group wide and serving over 45 million customers globally.
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Dangote Hails Tinubu on Impact of Crude for Naira Swap Deal
Published
2 days agoon
December 21, 2024Dangote Hails Tinubu on Impact of Crude for Naira Swap Deal
…As Dangote Refinery partners MRS to sell PMS at N935 per litre nationwide at its retail outlets
Sahara Weekly Unveils That The Foremost entrepreneur and President of the Dangote Industries Limited, Aliko Dangote has commended President Bola Ahmed Tinubu for the positive impact of the naira for crude swap deal on the Nigerian economy, which has led to reduction in prices of petroleum products in the country.
To provide succour to Nigerians, Dangote recently reduced the price of Premium Motor Spirit (PMS) from N970 to N899.50 at its Refinery loading gantry and provided generous credit terms to marketers.
“To ensure that this price reduction gets to the end consumer, we have signed a partnership with MRS to sell petrol from its retail outlets nationwide at N935 per litre” he added. This price has already commenced in Lagos, and it will be offered nationwide from Monday.
In his statement, he called on other oil marketers such as the NNPC Retail and all other marketers, “to work with us to ensure that Nigerians enjoy high-quality petrol at discounted prices.”
According to him, “The Dangote Refinery is for the benefit of Nigeria and Nigerians. We will therefore continue to work with various value chain players to deliver high quality petrol at cheaper prices. Our aim is for all Nigerians to have ready access to high quality petroleum products that are good for their vehicles, good for their health, and good for their pockets.
Recall that in September, the Federal Executive Council (FEC) under the leadership of Mr. President approved the sale of crude to local refineries in Naira and corresponding purchase of petroleum products in Naira. The move, which commenced on October 1, led to reduced pressure on the dollar and ensured the stability of the local currency.
Dangote thanked Nigerians for their unwavering support and the government for creating an enabling environment for the domestic refining industry.
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Port Harcourt Refinery Stays Active: NNPC Denounces Sabotage Rumors
Published
2 days agoon
December 21, 2024NNPC Debunks Shutdown Rumors, Confirms Port Harcourt Refinery Fully Operational
The Nigerian National Petroleum Company Limited (NNPC Ltd) has dismissed reports circulating in certain media outlets claiming that the Old Port Harcourt Refinery, which was re-streamed two months ago, has been shut down.
In a statement released by Olufemi O. Soneye, the Chief Corporate Communications Officer of NNPC Ltd, the company clarified that the refinery is fully operational. The statement noted that the facility’s operational status was recently verified by former Group Managing Directors of NNPC during a site inspection.
“Preparation for the day’s loading operation is currently ongoing,” the statement confirmed, emphasizing that allegations of the refinery’s shutdown are baseless and intended to create panic or artificial scarcity in the fuel market.
NNPC Ltd urged members of the public to disregard such misleading reports, labeling them as the work of those seeking to exploit Nigerians.
The Old Port Harcourt Refinery has been in operation since its re-streaming, and the company remains committed to ensuring stability in the supply of petroleum products across the country.
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