Business
Oscar Onyema under fire, as lawsuit, investment loss, poor earnings trail NGX Group
Oscar Onyema under fire, as lawsuit, investment loss, poor earnings trail NGX Group
The Nigerian Exchange Group (NGX) seems to be falling like a pack of cards under Oscar Onyema, and his 11 years leading the company is being called to question over alleged poor financial management and lack of value creation for shareholders.
For 10 years, Oscar led the Nigerian Stock Exchange between April 2011 to April 2021 as the Chief Executive Officer, however, when the Exchange completed its demutualisation on March 10, 2021, transitioning into the Nigerian Exchange Group, he became the GMD/CEO, a position he has held in the last one year and six months.
The demutualisation of the Nigerian Stock Exchange enable the public own shares in the entity that became NGX Group, after the exchange was separated to become a subsidiary.
After directing the affairs of NSE with little scrutiny for over 10 years, Oscar’s handling of the firm as a public entity in less than two years has led to some shareholders asking for the 54-year-old’s head on the chopping block, with axe in hand.
Since March 2021, when the Exchange went public, the board and management haven’t proposed or offered its over 400 shareholders dividends, which means investors that invested in NGX Group haven’t received necessary value for their investment.
However, a year before, the directors of NGX Group awarded themselves over 200.41 million ordinary shares, worth N5.57 billion (when pegged to the open listing price; N27.90kobo per share) as deferred bonus plan (DBP) to keep them in the company for a specified period.
Aside what the shares gifted to themselves at the 2020 Annual General Meeting, they also proposed that the sum of N126 million be approved by shareholders as payment to the Non-Executive Directors of the Nigerian Stock Exchange.
All these stock and cash rewards were made despite Onyema and other directors sitting on a poor financial performance in the same year 2020, suffering N93.96 million operating loss. Despite escaping from the grip of loss in FY 2021, with N281.84 million, the management spent 56.07% (N3.23 billion) of its N5.77 billion revenue on about 200 personnel within 12 months last year – but total expenses, N6.51 billion, surpassed the turnover.
Investors losing money and confidence in Onyema-led NGX Group management
With the management’s inability to curb expenses, spending more than it was generating, investors confidence in NGX Group is falling, reason the firm’s share is down to N19.4kobo as at September 2022, far below the N27.9kobo price it began listing with.
This means -30.4% of shareholders investment has been wiped off due to low interest for NGX Group share, which indicates investors in the stock market are snubbing the firm and taking their money to more profitable equities, as they have little or no confidence in the Onyema-led NGX Group.
Comparing NGX Group’s performance with the larger stock market, Ripples Nigeria analysis showed that the company was in fact trading in the opposite direction to the former, maintaining a bearish run of -30.4% decline in share value since it listed on October 15, 2021, in contrast to the 19.3% growth recorded by the Nigerian Stock Exchange within same period.
Investors ignoring NGX Group is understandable, considering the board hasn’t proposed dividend as earlier stated, which is a way shareholders get value for their investment, but instead, the firm is rewarding the directors for slow growth in revenue burdened by expenses.
Despite struggling to cure its expense headache, the management is also trying to add debt burden of N15 billion to its financial issue, a decision that has led some shareholders; Olayinka Olajuwon and Bamidele Ibironke, amongst others, to lawyer up against Onyema and the NGX Group.
Shareholders threaten lawsuit over impending resolutions by NGX management
In a document dated September 14, 2022, obtained by Ripples Nigeria, Olajuwon and Ibironke, representing a class of shareholders of NGX Group, through their solicitors, S.O.&C Legal, demanded that the management halt some resolutions it plans to ask for passage through proxy on September 30, 2022.
Part of the resolutions includes; to raise additional capital of N35 billion, with N15 billion of the amount expected to come from debt, N20 billion from the equity (stock).
The shareholders, through their counsel, are questioning why the management wants to borrow N15 billion when it has unissued shares, from which the sum can be raised. They also argue that NGX Group remains viable, so the loan is unwarranted.
NGX Group’s decision to borrow N15 billion raises eyebrow, as Ripples Nigeria notes that if the company was in dire need of capital, why did the management award itself the 200.41 million ordinary shares, worth N5.57 billion, which is a gift that would be collected in cash at a specified period, and also paid Non-Executive Directors N126 million.
The aggrieved shareholders also stated that the company hasn’t given evidence as to reason for seeking new capital. They also complained of the NGX Group abusing the right of shareholders by imposing proxy on investors to vote on the resolutions, whereas, shareholders are backed by law to make the decisions themselves.
They accuse the management of lying by using COVID-19 measures to defend reason proxy is preferred at the Annual General Meeting, instead of physical presence of shareholders. The solicitor said the COVID-19 measure, which bar gathering, had been lifted by the government.
They threaten to take the case to court if the management of NGX Group doesn’t halt the proposed meeting within seven days, starting from the day the letter was dated – the seven days intimation ended on September 21, 2022.
It described the Notice for resolutions as “ill-advised, fraudulent and fraught with illegalities and amounts to egregious abuse of privilege by the board of directors. The Notice is contrary to the Companies and Allied Matters Act (CAMA), Investment and Securities Act and other relevant capital market statutes and regulations. Also, the Notice and resolutions are contrary to the Board Charter of the Company:”
The solicitors also said, “TAKE NOTICE that if within 7 (seven) days of your receipt of this letter, we do not receive your formal withdrawal of the said notice, our Clients shall consider themselves to be at liberty to initiate necessary legal steps to seek redress, including injunctive orders to restrain holding of the meeting and/or set aside all illegal acts of the Company. In the event that this is so, this letter shall represent the requisite pre-action protocol. Do be advised accordingly.”
Read what shareholders told Onyema and his team
· Resolution 8(i) and (ii) in particular are contrary to section 142(2) of the Companies and Allied Matters Act 2020, under which the allotment of any newly issued share in a company is subject to the pre-emptive rights of a shareholder. The section DOES NOT give any power to any board to allot any share otherwise as stated in the section;
· By definition “capital” of a company refers to the total assets of a business or total amount or value of its stock, which in turn is partly a function of a company’s asset worth. It is unthinkable how incurring a debt burden of N15 billion for the company will translate to raising capital for the company that remains a viable, highly regarded entity in the capital market with unissued shares from which to raise capital;
· Section 340 of SEC Regulations provides, among others, that a public company seeking to offer securities by private placement must show evidence of dire need of fresh funds and shall satisfy the Commission that the private placement remains the only viable alternative…” No evidence has yet been put forward to show compliance with this provision;
· It is now public knowledge that directors of the Company recently paid themselves whopping sums of money under the guise of allowances and other perks of office. Evidently, this would not have been so, if the company was in dire need of funds. Meanwhile, no resolution has been proposed to authorise payment of any dividend to shareholders,
· The unissued shares of the company denote availability of shares for purchase for the purpose of raising capital as is the standard case. However, rather than offer the shares for sale, the board of directors seek to cancel the unissued shares and issue new shares to be distributed in breach of section 142(2) of CAMA;
· The right to appoint a proxy to attend and vote instead of him and the proxy need not be a member of the company… is a personal right that section 242(4) of CAMA guarantees to a shareholder. Therefore, it is illegal and amounts to violation of that right to attempt to choose or foist any proxy (named or unnamed) on any shareholder. By law, that right belongs fully to the shareholder. It is not shared with the company;
· The claim that the Corporate Affairs Commission (CAC), Lagos State Government and Federal Government COVID-1 9 Guidelines are the bases for insisting that shareholders shall only attend by proxy, is palpably false. There is no COVID-19 guideline that justifies insistence on shareholders attending AGM by prox(ies) only, let alone the selected proxies;
· The Company is a PLC. The Guideline issued by the Presidential Steering Committee on COVID-1 9 on 2nd April 2022, provides in relation to public gatherings that: “Limitation on number of persons attending informal and formal festivity events including weddings, conferences, congresses, office parties, seminars, end of year events has been lifted”, and
· Even if (which is not admitted) any CAC guideline permits holding a meeting by proxy, whether or not general, by proxy, such guideline is illegal and CANNOT stand in the face of the clear provisions of CAMA. CAC cannot by regulation remove a right conferred by statute.
Business
BUA Foods Records 91% Surge in Profit After Tax, Hits ₦508bn in 2025
BUA Foods Records 91% Surge in Profit After Tax, Hits ₦508bn in 2025
By femi Oyewale
Business
Adron Homes Unveils “Love for Love” Valentine Promo with Exciting Discounts, Luxury Gifts, and Travel Rewards
Adron Homes Unveils “Love for Love” Valentine Promo with Exciting Discounts, Luxury Gifts, and Travel Rewards
In celebration of the season of love, Adron Homes and Properties has announced the launch of its special Valentine campaign, “Love for Love” Promo, a customer-centric initiative designed to reward Nigerians who choose to express love through smart, lasting real estate investments.
The Love for Love Promo offers clients attractive discounts, flexible payment options, and an array of exclusive gift items, reinforcing Adron Homes’ commitment to making property ownership both rewarding and accessible. The campaign runs throughout the Valentine season and applies to the company’s wide portfolio of estates and housing projects strategically located across Nigeria.
Speaking on the promo, the company’s Managing Director, Mrs Adenike Ajobo, stated that the initiative is aimed at encouraging individuals and families to move beyond conventional Valentine gifts by investing in assets that secure their future. According to the company, love is best demonstrated through stability, legacy, and long-term value—principles that real estate ownership represents.
Under the promo structure, clients who make a payment of ₦100,000 receive cake, chocolates, and a bottle of wine, while those who pay ₦200,000 are rewarded with a Love Hamper. Payments of ₦500,000 attract a Love Hamper plus cake, and clients who pay ₦1,000,000 enjoy a choice of a Samsung phone or a Love Hamper with cake.
The rewards become increasingly premium as commitment grows. Clients who pay ₦5,000,000 receive either an iPad or an all-expenses-paid romantic getaway for a couple at one of Nigeria’s finest hotels, which includes two nights’ accommodation, special treats, and a Love Hamper. A payment of ₦10,000,000 comes with a choice of a Samsung Z Fold 7, three nights at a top-tier resort in Nigeria, or a full solar power installation.
For high-value investors, the Love for Love Promo delivers exceptional lifestyle experiences. Clients who pay ₦30,000,000 on land are rewarded with a three-night couple’s trip to Doha, Qatar, or South Africa, while purchasers of any Adron Homes house valued at ₦50,000,000 receive a double-door refrigerator.
The promo covers Adron Homes’ estates located in Lagos, Shimawa, Sagamu, Atan–Ota, Papalanto, Abeokuta, Ibadan, Osun, Ekiti, Abuja, Nasarawa, and Niger States, offering clients the opportunity to invest in fast-growing, strategically positioned communities nationwide.
Adron Homes reiterated that beyond the incentives, the campaign underscores the company’s strong reputation for secure land titles, affordable pricing, strategic locations, and a proven legacy in real estate development.
As Valentine’s Day approaches, Adron Homes encourages Nigerians at home and in the diaspora to take advantage of the Love for Love Promo to enjoy exceptional value, exclusive rewards, and the opportunity to build a future rooted in love, security, and prosperity.
Business
Why Nigeria’s Banks Still on Shaky Ground with Big Profits, Weak Capital
*Why Nigeria’s Banks Still on Shaky Ground with Big Profits, Weak Capital*
*BY BLAISE UDUNZE*
Despite the fragile 2024 economy grappling with inflation, currency volatility, and weak growth, Nigeria’s banking industry was widely portrayed as successful and strong amid triumphal headlines. The figures appeared to signal strength, resilience, and superior management as the Tier-1 banks such as Access Bank, Zenith Bank, GTBank, UBA, and First Bank of Nigeria, collectively reported profits approaching, and in some cases exceeding, N1 trillion. Surprisingly, a year later, these same banks touted as sound and solid are locked in a frenetic race to the capital markets, issuing rights offers and public placements back-to-back to meet the Central Bank of Nigeria’s N500 billion recapitalisation thresholds.
The contradiction is glaring. If Nigeria’s biggest banks are so profitable, why are they unable to internally fund their new capital requirements? Why have no fewer than 27 banks tapped the capital market in quick succession despite repeated assurances of balance-sheet robustness? And more fundamentally, what do these record profits actually say about the real health of the banking system?
The recapitalisation directive announced by the CBN in 2024 was ambitious by design. Banks with international licences were required to raise minimum capital to N500 billion by March 2026, while national and regional banks faced lower but still substantial thresholds ranging from N200 billion to N50 billion, respectively. Looking at the policy, it was sold as a modern reform meant to make banks stronger, more resilient in tough times, and better able to support major long-term economic development. In theory, strong banks should welcome such reforms. In practice, the scramble that followed has exposed uncomfortable truths about the structure of bank profitability in Nigeria.
At the heart of the inconsistency is a fundamental misunderstanding often encouraged by the banks themselves between profits and capital. Unknown to many, profitability, no matter how impressive, does not automatically translate into regulatory capital. Primarily, the CBN’s recapitalisation framework actually focuses on money paid in by shareholders when buying shares, fresh equity injected by investors over retained earnings or profits that exist mainly on paper.
This distinction matters because much of the profit surge recorded in 2024 and early 2025 was neither cash-generative nor sustainably repeatable. A significant portion of those headline banks’ profits reported actually came from foreign exchange revaluation gains following the sharp fall of the naira after exchange-rate unification. The industry witnessed that banks’ holding dollar-denominated assets their books showed bigger numbers as their balance sheets swell in naira terms, creating enormous paper profits without a corresponding improvement in underlying operational strength. These gains inflated income statements but did little to strengthen core capital, especially after the CBN barred banks from using FX revaluation gains for dividends or routine operations. In effect, banks looked richer without becoming stronger.
Beyond FX effects, Nigerian banks have increasingly relied on non-interest income fees, charges, and transaction levies to drive profitability. While this model is lucrative, it does not necessarily deepen financial intermediation or expand productive lending. High profits built on customer charges rather than loan growth offer limited support for long-term balance-sheet expansion. They also leave banks vulnerable when macroeconomic conditions shift, as is now happening.
Indeed, the recapitalisation exercise coincides with a turning point in the monetary cycle. The extraordinary conditions that supported bank earnings in 2024 and 2025 are beginning to unwind. Analysts now warn that Nigerian banks are approaching earnings reset, as net interest margins the backbone of traditional banking profitability, come under sustained pressure.
Renaissance Capital, in a January note, projects that major banks including Zenith, GTCO, Access Holdings, and UBA will struggle to deliver earnings growth in 2026 comparable to recent performance.
In a real sense, the CBN is expected to lower interest rates by 400 to 500 basis points because inflation is slowing down, and this means that banks will earn less on loans and government bonds, but they may not be able to quickly lower the interest they pay on deposits or other debts. The cash reserve requirements are still elevated, which does not earn interest; banks can’t easily increase or expand lending investments to make up for lower returns. The implications are significant. Net interest margin, the difference between what banks earn on loans and investments and what they pay on deposits, is poised to contract. Deposit competition is intensifying as lenders fight to shore up liquidity ahead of recapitalisation deadlines, pushing up funding costs. At the same time, yields on treasury bills and bonds, long a safe and lucrative haven for banks are expected to soften in a lower-rate environment. The result is a narrowing profit cushion just as banks are being asked to carry far larger equity bases.
Compounding this challenge is the fading of FX revaluation windfalls. With the naira relatively more stable in early 2026, the non-cash gains that once flattered bank earnings have largely evaporated. What remains is the less glamorous reality of core banking operations: credit risk management, cost efficiency, and genuine loan growth in a sluggish economy. In this new environment, maintaining headline profits will be far harder, even before accounting for the dilutive impact of recapitalisation.
That dilution is another underappreciated consequence of the capital rush. Massive share issuances mean that even if banks manage to sustain absolute profit levels, earnings per share and return on equity are likely to decline. Zenith, Access, UBA, and others are dramatically increasing their share counts. The same earnings pie is now being divided among many more shareholders, making individual returns leaner than during the pre-recapitalisation boom. For investors, the optics of strong profits may soon give way to the reality of weaker per-share performance.
Yet banks have pressed ahead, not only out of regulatory necessity but also strategic calculation.
During this period of recapitalization, investors are interested in the stock market with optimism, especially about bank shares, as banks are raising fresh capital, and this makes it easier to attract investments. This has become a season for the management teams to seize the moment to raise funds at relatively attractive valuations, strengthen ownership positions, and position themselves for post-recapitalisation dominance. In several cases, major shareholders and insiders have increased their stakes, as projected in the media, signalling confidence in long-term prospects even as near-term returns face pressure.
There is also a broader structural ambition at play. Well-capitalised banks can take on larger single obligor exposures, finance infrastructure projects, expand regionally, and compete more credibly with pan-African and global peers. From this perspective, recapitalisation is not merely about compliance but about reshaping the competitive hierarchy of Nigerian banking. What will be witnessed in the industry is that those who succeed will emerge larger, fewer, and more powerful. Those that fail will be forced into consolidation, retreat, or irrelevance.
For the wider economy, the outcome is ambiguous. Stronger banks with deeper capital buffers could improve systemic stability and enhance Nigeria’s ability to fund long-term development. The point is that while merging or consolidating banks may make them safer, it can also harm the market and the economy because it will reduce competition, let a few banks dominate, and encourage them to earn easy money from bonds and fees instead of funding real businesses. The truth be told, injecting more capital into the banks without complementary reforms in credit infrastructure, risk-sharing mechanisms, and fiscal discipline, isn’t enough as the aforementioned reforms are also needed.
The rush as exposed in this period, is that the moment Nigerian banks started raising new capital, the glaring reality behind their reported profits became clearer, that profits weren’t purely from good management, while the financial industry is not as sound and strong as its headline figures. The fact that trillion-naira profit banks must return repeatedly to shareholders for fresh capital is not a sign of excess strength, but of structural imbalance.
With the deadline for banks to raise new capital coming soon, by 31 March 2026, the focus has shifted from just raising N500 billion. N200 billion or N50 billion to think about the future shape and quality of Nigeria’s financial industry, or what it will actually look like afterward. Will recapitalisation mark a turning point toward deeper intermediation, lower dependence on speculative gains, and stronger support for economic growth? Or will it simply reset the numbers while leaving underlying incentives unchanged?
The answer will define the next chapter of Nigerian banking long after the capital market roadshows have ended and the profit headlines have faded.
Blaise, a journalist and PR professional, writes from Lagos and can be reached via: [email protected]
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