Q1 2014, SEC QUARTERLY MAGAZINE - Corrected as at ... 2014 SEC...Fidson Healthcare Cardinalstone...

SEC QUARTERLY 1ST QUARTER, 2014

JANUARY -‐ MARCH

1/1/2014

A QUARTERLY CAPITAL MARKET REPORT

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TABLE OF CONTENTS

Page CONTENTS

3 SECURITIES AND INVESTMENTS SERVICES

16 FINANCIAL STANDARD AND CORPORATE GOVERNANCE

19 COLLECTIVE INVESTMENT SCHEMES

24 RULES DIVISION

28 ENFORCEMENT AND COMPLIANCE

29 REGISTRATION AND RECOGNISED INVESTMENT EXCHANGES

46 INVESTIGATION

48 FOREIGN SCENE

50 ACTIVITIES OF ZONAL OFFICES

50 IBADAN

51 KANO

54 LAGOS

56 ONITSHA

60 PORT HARCOURT

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SECURITIES AND INVESTMENT SERVICES FIXED INCOME

During the quarter under review, the following activities took place: S/N 01. Allotment Under Processing Five (5) Allotments were processed during the quarter under review. 02. Approved Allotment Four (4) out five (5) Allotments were approved. 03. Offer under Processing During the quarter, Four (4) application were processed 04. Offers Approved Two Applications were Approved 05. Post Allotment Under Processing There were Two (2) Post Allotments 06. Post Allotment Cleared None TABLE 1: ALLOTMENTS UNDER PROCESSING

S/N Issuer Level of Subscription Issuing House Issue Type

1 Nigeria Aviation Handing Co. (NAHCO)Plc 100%

Chapel Hill Advisory Partners & Others 2,050,000,000 Series II Bond Issuance under the N5Billion Bond Issuance Programme

2 Niger State Government 100%

Planet Capital Limited Offer for subscription of N12Billion Fixed Rate Bond Due 2018 under N21 Medium Term Note Programme.

3 Ekiti State Government

104.9%

Greenwich Proposed N5Billion Fixed Rate Bond due 2020 under the N25Billion Dept programme.

4 Kogi State Government

122%

Afrinvest West Africa Proposed offer for subscription of N20 Billion fixed rate bond.

5 Nassarawa State Government 100%

Dunn Loren Merrifield Proposed N20Billion Dept Issuance programme and series 1 Bond- N5Billion series 15% fixed rate Bond.

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TABLE 2: APPROVED BOND ALLOTMENT S/N Issuer Issuing house Price N:K Volume Value(N) Date Approved

1. Niger State Government Planet Capital Ltd. 1000.00 12,000,000 12,000,000,000 6/3/14

2. Kogi State Government Afrinvest (West African) Ltd. 1000.00 5,000,000 5,000,000,000 5/3/14

3. Ekiti State Government Greenwich Trust Ltd. 1000.00 5,000,000 5,000,000,000 10/3/14

4 Nasarawa State Government Dunn Loren Merrifield 1000.00 5,000,000 5,000,000,000 3/2/14

TABLE 3: OFFER APPLICATIONS UNDER PROCESSING (BONDS)

S/N Issuer Issuing House Issue Type

1 Seplat Petroleum Development Company Plc

Stanbic IBTC Capital & Renaissance Securities Nigeria Limited Proposed Global Offering

2 Dana Group of Company Plc Dunn Merrifield Limited Proposed offer for subscription of N4.5B secured fixed rate bonds due 2020.

3 AFDB Stanbic IBTC N160B MTN Programme and N15 B Series 1 Issue

4 Fidson Healthcare Cardinalstone Partners Proposed N2Billion Bond Issuance

TABLE 4: APPROVED OFFERS

S/N Issuer Issuing House Issue Type Date Approved

1 Seplat Petroleum Development Company Plc

Stanbic IBTC Capital & Renaissance Securities Nigeria Limited

Proposed offer for subscription of ordinary shares of 50k each. Approved on 27/3/14

2 Dana Group of Company Plc Dunn Merrifield Limited Proposed offer for subscription of N4.5B secured fixed rate bonds due 2020.

Approved on 28/3/2014

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TABLE 5: Post Allotment under Processing S/N Issuer Issuing House Issue Type Date Approved

1 Lagos State Government Chapel hill Partners N87.5 billion x % fixed rate bond under the N167.5 Not yet approved

2 Lacasara Company Plc Stanbic IBTC N3 billion under N15 billion Not yet approved

EQUITIES

The following activities took place during the quarter under review:

1. One (1) Special Placement was processed and approved 2. Six (6) Allotment Proposals were processed and cleared. 3. Twenty three (23) offers under processing. 4. Fourteen (14) post allotment offers under processing.

TABLE 6: Approved Offer

S/N Issuer Issue Type Issuing House Price (N:K)

Volume Value(N) Subscription Level (%)

Date Approved

1 Infrastructure Bank Plc Private

Placement APT Securities and Funds Ltd 1.00 700,459,670 700,459,670 100

10/2/2014

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TABLE 7: Approved Allotments

S/N Issuer Issue Type Issuing House Price (N:K)

Volume Value(N) Subscription Level (%)

Date Approved

1 UBA Capital Plc Rights BGL and Greenwich 0.90 2,000,000,000 1,800,000,000 191 13/01/2014

2 Omoluabi Savings and Loans

IPO Morgan Capital 0.55 3,000,000,000 1,650,000,000 100 17/01/2014

3 Trust Bond Private Placement

Capital Asset 1.00 500,000,000 500,000,000 62.7 22/01/2014

4 Ag. Homes Savings & Loans Plc

Special Placing

Deap Capital Management Ltd 0.60 2,100,000,000 1,260,000,000 99.3

7/02/2014

5 OandoPlc Private Placement

Vetiva Capital mgt Ltd 16.03 2,046,706,324 32,808,702,373.72 100 6/2/2014

6 Infrastructure Bank Plc Private Placement

APT Securities and Funds Ltd 1.00 700,459,670 700,459,670 100 14/3/2014

TABLE 8: APPLICATIONS UNDER PROCESSING

S/N ISSUER ISSUING HOUSE ISSUE TYPE

1 Nigeria Mortgage Refinance Company Plc

Dunn Loren Merrifield Special Placement of 6,000,000,000 ordinary shares of N1.00 each at N1.00 per share – Request to collect monies as deposit for shares.

2 Evans Medical Plc Meristem Securities Limited Rights issue of 486,472,800 ordinary shares of 50 kobo each at N2.50 per share

3 ResourceryPlc Sterling Capital Markets Limited

Special Placement of 812,500,000 ordinary shares of 50 kobo each at 80 kobo per share and N700,000,000 4 Year 18.5% Unsecured Redeemable Convertible Debenture Stock

4 Union Dicon Salt Plc Cordros Capital Limited Special Placement of 41,000,000,000 ordinary shares of 50 kobo at 50 kobo per share

5 PharmaDekoPlc Integrated Trust & Investment Ltd Rights issue of 149,277,000 ordinary shares of 50 kobo each at N1:80 per share.

6 Dana Group Plc Dunn Loren Merrifield Rights Issue of 54,000,000 ordinary shares of N1,00 each at N1.00

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7 Mc Nicholas Consolidated Morgan Capital IPO of 230,000,000 ordinary share of 50k at N1.50 per share

8 Unity Bank Interstate Securities Limited Rights Issue of 38,446,689,710 ordinary shares of 50k each at 50k per share and special placing of 40,000,000,000 ordinary shares each at 50k per share

9 Spring Mortgage Plc PanAfrica Capital Plc Registration of Existing Securities of 4,894,269,764 ordinary shares of 50k each.

10 Nigeria Police Mortgage Bank Plc Friendship Consulting Limited Registration of Existing Securities of 3,965,000,000 ordinary shares of 50k each.

11 Friesland Camping WAMCO Nigeria Plc Self Registration of sub-division of nominal value of share capital of 1,000,000,000 ordinary share of 50k each

12 Mansard Insurance Plc Lead Capital Registration of existing securities of 500,000,00 Ordinary shares of 50k

13 Lagos Building Investment Co. Plc Skye Financial Services Limited Registration of Existing Securities of 2,882,047,223 ordinary share of N1.00 each

14 Investment & Allied Assurance FBN Capital Proposed Capital Reduction by Investment and Allied Assurance

15 Bankers Warehouse Plc DCSL Corporate Services Ltd Registration of existing Securities of 8,000,000,000 Ordinary shares of 50k

16 Caverton Offshore Support Group Plc Renaissance Securities (Nig) Ltd Registration of 3,350,509,750 ordinary shares of 50k each

17 DISCO / GENCO BPE Application for the registration of equities/securities of PHCN & Divestment of FGN equity shares

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18 Acorn Petroleum Plc Mainstreet Bank Capital Ltd Registration of Existing Securities of 2,000,000,000 Ordinary Shares of 50k each

19 Afriland Properties Plc Self Registration of Existing Securities of 350,000,000 Ordinary Shares of 50k each

20 Funman Agricultural Product Plc Pan Africa Capital Ltd Registration of its existing Securities of 1,200,000,000 ordinary shares of 50k each.

21 Clarion Off-Dock Global Services Plc Planet Capital Registration of Existing Securities of 25,007,000 ordinary shares of N1.00 each.

22 CSCS Plc CSCS Plc Registration of Existing Securities of 5,000,000,000 ordinary shares of N1.00 each.

MERGERS & ACQUISITIONS MERGER • Applications received Nil • Pending applications 2 • Applications approved 2

ACQUISITION • Applications received 3 • Pending applications 7 • Applications approved 4

TAKEOVERS

• Applications received 1 • Pending applications 1

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• Applications approved 0 RESTRUCTURING • Application received 0 • Pending applications 2 • Applications approved 1

MERGER

Approved Merger Transaction

• Proposed Merger between Afriland Properties Plc and Heirs Real Estate Ltd.

• Proposed Merger between Suntrust Savings & Loans Ltd and Dala Building Society Plc. Outstanding Merger Application 1. Proposed Merger between (2) Nigerian subsidiaries of Baker Hughes Incorporated The transaction entails a merger of Baker Hughes Company Ltd and BJ Services Company Nig. Ltd. The Financial Advisers Jackson Etti&Edu purported that the proposed merger was an integration of related companies following the global acquisition/merger of Baker Hughes Incorporated and BJ Services Company. The Advisers also requested that certain waivers be granted on the transaction. State of Processing A review of the documents revealed that the two companies were related. The companies were advised to file the transactions as an external restructuring and not a merger. Stage of Processing A letter was communicated on the 20/1/14 to the financial adviser

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2 Merger Notification on the Proposed Merger of Planet Capital Limited Emerging Capital Limited and Strategy and Arbitrage Limited. The transaction jointly filed by Finmal Finance Services Limited, PanAfrican Capital Plc, Globanc Management Associates Ltd. It involved the merger between Planet Capital Limited, Emerging Capital Limited and Strategy and Arbitrage Limited into one entity known as Planet Capital Limited. Holders of Strategy &Arbitage Ltd shares would receive 155 shares of N1.00 each in Planet Capital Plc, for every 100 shares previously held. Holders of Emerging Capital Ltd shares would receive 6 shares of N1.00 each in Planet Capital for every 100 shares previously held, as consideration for the merger.

Stage of Processing Clearance of scheme

State of Processing Scheme document was cleared on 21/1/2014. Awaiting filing of executed scheme and other documents for formal approval.

ACQUISITION

New Acquisitions 1 Proposed Acquisition of 100% interest in East Horizon Gas Company limited by Seven

Energy International Limited The acquisition filed by FBN Capital involved the acquisition of 10,000,000 shares representing 100%

equity stake in East Horizon Gas Company Limited by Seven Energy International Limited for a purchase consideration of $250 million

Stage of processing Deficiency letter was sent on 21/3/2014

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2 Acquisition of 299,216,313 shares of Unity Bank Plc in Newdevco Inv& Sec Ltd by Gamzaki Transnational Ltd

The transaction was filed by Capital Assets Limited. Gamzaki Transnational Ltd (acquirer) acquired shares of Newdevco Inv& Sec Ltd (acquiree) belonging to Unity Bank Plc (seller). The acquisition of 299,216,313 represents 80 % equity holding of the acquiree.

Stage of processing A response was received from the Financial Advisers on 19/3/2014. Currently under review 3 Application for the Approval of the Acquisition of Shares in SIM Capital Alliance Limited

by ACA Holdings Limited (ACAHL) from Sanlam Investments Holdings Limited. The application was filed by “UdoUdoma & Bello-Osagie” on the 28/1/2014. ACAHL acquired

25,000,000 ordinary shares of N10 and 29,000,000 preference shares of N10 currently held by Sanlam which represents 50% of the issued share capital of the company.

Stage of processing Deficiency letter was communicated on 28/02/14 4 Proposed Acquisition of 84,150,000 Ordinary Shares N1 each Representing 99% Equity

Stake in Dangote Agrosacks Limited Held by Dangote Flour Mills by Dangote Industries Limited for a Consideration of N7,553,750,000.

The application was filed by Vetiva Capital Management Limited on February 18, 2014. Stage of processing Deficiency letter sent on 7/03/2014

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OUTSTANDING ACQUISITIONS 1 Proposed Acquisition of 83.73% Shareholding in Fleet Technologies by Afriprice

Investment. The acquisition was as a result of the divestment of Enterprise bank’s 83.74% equity shareholding in

Fleet technologies to Afriprice Investments in compliance with the Central Bank’s new banking policy that banks divest from all activities or from a holding company structure.

State of processing Deficiency letter was communicated on 13/12/2013.

2 Proposed Divestment Exercise of Wema Assets Management The transaction was filed on 26/06/13 by Tokunbo Orimobi, who acted as the financial adviser. The

proposed transaction was for the acquisition of the Fund Portfolio Management, Issuing House and Trusteeship business of Wema Assets Management Ltd by Butterpot Capital Ltd. for a purchase consideration of N1.00.

Stage of Processing A deficiency letter was communicated to the company on 17/7/13 which requested that they file the transaction properly. The Commission awaits the response from the Financial Adviser.

3 Proposed Acquisition of ACEN Insurance Company Plc by Sovereign Trust Insurance Plc

The application was filed by Greenwich Trust Ltd and Morgan Capital Group. It involved the acquisition of the entire issued ordinary shares as well as assets and liabilities of ACEN Insurance Plc at the exchange ratio of 7 ordinary shares of Sovereign Trust Insurance PLC for every 85 ordinary shares of ACEN Insurance. State of Processing A stakeholders meeting was held on 18/3/2014. The acquirer was asked to go back and deliberate before coming back

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4 Acquisition of Philips Oil Company Nigeria Ltd, Conoco Exploration & Production Nigeria Ltd and Philips Deepwater Exploration Nigeria Ltd by Oando Energy Resources

The transaction packaged by Vetiva Capital Management Ltd. It involved the acquisition by Oando PLC

through its upstream subsidiary (Oando Energy Resources) of 100% equity stake in Conoco Philips International Business in Nigeria for a consideration of $1,650,000,000. On consummation, all Assets & Liabilities of Philips Oil Company Nigeria Ltd, Conoco Exploration & Production Nigeria Ltd and Philips Deepwater Exploration Nigeria Ltd. would be transferred to Oando Energy Group. Stage of Processing The Financial Adviser had written to SEC for a concessionary reduction in the fees levied on the transaction. Waiver on fees was turned down; a letter to that effect was sent to the Financial Adviser on 7/11/13. The file was placed on hold until fee payment was made

6 Proposed Acquisition of Independent Securities Ltd by Butterpot Capital Limited. The transaction filed by Tokumbo Orimobi on behalf of the parties involved the divestment of Wema

Banks indirect holdings through four (4) of its other subsidiaries in Independent Securities Ltd. Butterport Capital Limited wants to acquire 94.7% of the issued ordinary shares of independent Securities Ltd for a purchase consideration of N50,191,000.44@ 16K per share. State of Processing A letter was sent to the Financial Adviser on 31st October 2013. Response was being awaited from the Financial Adviser.

7 Application for the acquisition of Diamond Capital and Financial Markets Limited by Kaizen Partners Nigeria Limited. Kaizen Partners was to acquire 100% equity shares of Diamond Capital & Finance and Diamond Securities Ltd for a purchase consideration of N115M and N110M respectively.

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Stage of processing Deficiency letter was sent on 25/2/14. APPROVED ACQUISITION TRANSACTIONS

1. Acquisition of 96.11% Equity Shareholding in FIN Insurance by Capital Alliance Private Equity III Limited.

2. Acquisition of 100% Equity shareholding in FINBANK Insurance Brokers Limited by Oriental Capital Asset Management Limited.

3. Proposed Acquisition of FinBank Securities and Asset Management Limited by Quad Capital Ltd. 4. Proposed Acquisition of FinBank Capital by Quad Capital Ltd.

TAKEOVER New Takeover Transaction Takeover bid for 1,872,911,465 ordinary shares in Oasis insurance by FBN life Assurance Limited. OUTSTANDING TAKEOVER TRANSACTIONS

1 Takeover Bid by Asset & Resource Management Company Limited for up to 115,713,456 Ordinary Shares of 50 kobo each in Crystallife Assurance Plc. The Commission had granted a No Objection to ARM’S Acquisition of 41.48% equity stake in Crystallife Assurance Plc. In line with section 131 of the ISA 2007 and the Commission’s Rules 235-238 of the Rules & Regulations, Vetiva Capital Management had filed a takeover bid of up to 115,713,456 Ordinary shares of 50 kobo each, for a cash consideration of N 0.79 for every ARM Life Ordinary shares. Stage of Processing Deficiency letter was sent on 10/1/2014.

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RESTRUCTURING Outstanding Transaction

1 Proposed External Restructuring of Marina Securities Limited. The transaction was filed by Marina Securities Ltd on 20th November 2013. It involved the transfer of designated assets and issuing house license undertakings of Marina Securities to its wholly owned subsidiary, Marina Securities Stockbroking Services Ltd. Marina Securities had assets worth N8.7billion out of which N2.3 billion would be transferred to MSSL. Stage of Processing The application was being processed.

2 Proposed Restructuring of Japaul Oil Maritime Services Plc The transaction was filed by Standard Chartered Securities Ltd. on 23rd October 2013. It involved restructuring of its business through a transfer of the assets, contracts and obligation of its offshore business division into a wholly owned subsidiary (Japaul Shipping and Offshore Services Ltd- JSOSL). The proposed restructuring would involve the transfer of the relevant assets and liabilities of the offshore business division with a book value of N21.4Billion and N27.8Billion respectively from Japaul to JSOSL.

Stage of Processing Response was being awaited.

APPROVED RESTRUCTURING

Restructuring of Ringardas Nigeria Limited, ASCA Bitumen Company Limited, Moraga Mortain Nigeria Limited and GNB Logistics Nigeria Limited.

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FINANCIAL STANDARDS AND CORPORATE GOVERNANCE TABLE 9: During the reporting period, the following activities took place:

S/N Issue Brief description of Activities

Date received/ commenced

Status Remarks

1

The Commission received a

total of ninety nine (99) half-

yearly returns on corporate

governance from public

companies.

The review of half-yearly

returns was subject to the

provisions of the SEC Code of

Corporate Governance.

Jan - March 2014

The returns were sent to the

appropriate desk officers to

treat.

None

2.

Forty eight (48) Half yearly

returns on unclaimed dividend

were received during the first

quarter of 2014.

Carried out an analysis to

ascertain the amount of

dividend that remained

unclaimed during the period.

Jan - March 2014

None

3.

The Commission in the 1st

quarter of 2014 received forty

four (44) annual reports from

public companies.

To analyze and report on the

financial state of the company

and also ensure that returns

were filed in line with IFRS.

Jan - March 2014


appropriate desk officer for

treat.

Comment

letters were

expected to

be forwarded

to companies

after the

review was carried out.

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4.

Forty nine (49) quarterly

reports for the quarter ended

31st December 2013 and fifty

six (56) earnings forecast was

received by the Department

from public companies.

To review the interim reports

using the IAS 34 checklist to

ensure they comply with the

requirements of IFRS.

Jan - March 2014


appropriate officers to treat.

None

5.

The Commission received notices of AGM from fifteen (15) companies. While some were sent to Zonal offices, others were forwarded to appropriate staff to treat.

The Commission was required

under the ISA to attend AGMs

of listed companies as an

observer to the event.

Jan - March 2014

The Commission sent staff as

observers to the event.

Although the notice from Niger

Insurance Plc was received after

the AGM.

6.

Communication of Penalty

§ A demand notice was served

to companies that had

defaulted in the submission

of their returns to the

Commission.

§ Reconciliation of penalty

records of defaulting

companies that have

evidence of submissions was

Jan - March 2014

Breakdown of penalty was

communicated to the

companies.

On-going

None

None

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made.

7.

Development of a Scorecard on Corporate Governance.

The Commission collaborated

with the IFC to develop a

scorecard on Corporate

Governance to replace the existing Form 1.

Jan - March 2014

Work on scorecard is being

treated.

None

8

Meeting with the Nigerian

Employers Consultative

Association.

The meeting was Chaired by the

Executive Commissioner,

Operations, the objective was to

come up with a decision on

penalty and subsequent waiver

March 2014

None

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FUND MANAGERS AND COLLECTIVE INVESTMENT SCHEMES

Sector Aggregate Analysis Report The Quarterly Sector Aggregate Analysis of all Portfolio Managers based on returns for the 4th quarter ended 31st December 2013 stood as follows:

TABLE 10: Summary of Firms Analysed.

Parameter Aggregate Q4 2013 Q3 2013 Change Number of Firms Analysed 74 76 (2)

Number of Firms That Did Not File Returns 13 14 (1)

Number of Firms That Filed Nil Returns 14 15 (1)

Number of Firms Managing Funds 35 28 7

TABLE 11: Highlights of the Analysis (also see chart below)

Parameter Aggregate Q4 2013 N'Billion

Q3 2013 N'Billion

Absolute Change N'Billion

Average Change

Av % Chg

Total Shareholders Fund 84.2 97.1 (12.9) (0.1) (10.9)

Investment in Capital Market 68.3 109.6 (41.3) (2.0) (50.1)

Investment in Other Markets 147.4 98.5 48.9 0.7 19.7

Uninvested Funds 3 3.1 (0.1) (0.0) (22.6)

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Total Funds Under Management 218.7 211.3 7.4 (1.3) (17.2)

Total Shareholders Fund: Total Shareholders Fund reduced by 12.9 billion in absolute terms, but when looked at from the perspective of number of Firms that filed returns during the two quarters under review, the average percentage reduction was10.9%. This reduction in shareholders fund relates to some major players in the sector, whose returns were not received by the Commission for the quarter ended 31 December, 2013. These Firms include:

1. Skye Trustees 2. Stanbic IBTC Asset Management 3. UBA Asset Management 4. Union Trustees Limited

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Figure 1: Mix of Total Funds Under Management

Cap. Mkt. 31%

Others 68%

Uninvested 1%

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Figure 2: Movement in Total Funds Under Management

219 7 211

0

50

100

150

200

250

Dec'13 Change Sept'13

N'Billion

Movement in Fund Under Management

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Figure 3: One Year Spread of Funds Under Management

Investment in Capital/Other Markets & Uninvested Funds: It was observed that there was a drop (both in absolute and real terms) from Investment in Capital Market and Uninvested Funds in favour of Investment in other markets.

-‐

50

100

150

200

250

Mar'13 Jun'13 Sep'13 Dec'13

(N'Billions)

Uninvested

Other Mkts

Cap. Mkt.

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RULES DIVISION The following activities were achieved by the Rules division during the 1st quarter 2014.

1.PROPOSED NEW RULES AND AMENDMENTS

SEC RULES

The following proposed new rules and amendments were forwarded to the division and considered by the Rules Committee:

a) Proposed amendments to the National Investor Protection fund rules.

b) Amendment of Rules 182, 19 and 22 of the consolidated Rules and Regulations

c) Creation of new Form SEC 2D for fit and proper persons (sponsored individuals, directors/partners)

for registration in the capital market.

d) Proposed Rules on Securitization

e) Rules on fixed income securities

PROPOSED NSE RULES

a) Rules Governing Compliance Officers of Dealing Member Firms;

b) Amendments to the Listings Rules; c) Rules Governing Transactions with Related Parties or Interested Persons; d) Proposed rules on sponsored Access e) Trading halts due to extraordinary market volatility(Index circuit breakers)

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f) Rules relating to Board meeting and general meetings of issuers. g) Rules and Regulations Governing Dealing Members – Amendments and Additions (Part II); h) Rules and Regulations Governing Dealing Members – Amendments and Additions (Part III).

2. EXPOSURES TO THE PUBLIC

The following new rules and amendments were exposed to the general public for comments:

a) Code of Conduct for Rating Agency b) Code of Conduct for Underwriters c) Code of Conduct for Trustees. d) Sundry Amendments under the rules on mergers and takeovers;

i. New Definitions of terms, ii. Rule 423 (3)(ratifications),

iii. Rule 425 (2) (a) (collapse of the merger procedures), iv. Rule 426 (2) and (4)(requirements for merger notification), v. Rule 445 (4) (i)(announcement),

vi. Rule 445 (1) (c)(effective date of a bid), vii. Rule 446 (g) (Expert’s opinion).

viii. New rules on Directors’ circular and Post bid requirements. ix. Rule 425(a) and (b)(notices), x. Rule 426 ix (h) (i)(Notice to union/employees),

xi. Appendix VII (a)(Notice of court ordered meeting), xii. Rule 428(Clearance of Scheme Documents), xiii. Appendix VII (c) (ii)-(prescribed Fees), xiv. The Definition of Terms for the Conduct of an AGM/EGM and Court ordered Meetings

e) Rule on Trading on unlisted securities

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f) Creation of new Rule 20 (7) (sponsored individuals) g) Rule 428 (1) is deleted. h) Proposed additional disclosure requirements.

3. RULES COMMITTEE MEETINGS

The Rules Committee held four (4) meetings within the first quarter as follows:

a) January 29th – 30th, 2014 b) February 12th – 13th, 2014 c) March 19th – 20th, 2014 d) March 31st – April 1st, 2014

4. RULES FORWARDED TO THE HON. MINISTER

The rules were forwarded to the Hon. Minister as stipulated by the Act.

a) Rule on Infrastructure Funds. b) Rule on approval of Foreign Collective Investment Schemes. c) Registration Requirements of Capital Market Trade Groups as Self-Regulatory Organizations

(SRO’s) (Rule 227). d) Rule on Registration of Capital market Operators. e) Amendment to Rule 27 on Fidelity Bond. f) Rule for the transfer of function(s) from a parent company (registered capital market

operator) to its subsidiary. g) Rule for potential Sponsored Individuals to attend capital market training before attending

Registration Committee Meeting. h) Amendment to Rule 178 relating to Registration Requirements of Capital Market Experts or

Professionals.

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i) Rule for Time limit for filing documents/transfer of sponsored individuals. j) New Rule 401(b) for Filing of notice by directors and other insiders upon sale or purchase of

their shares in the company. k) Amendment to Rule on Securities Lending and Borrowing. l) Rule on tenure of Audit Committee Members. m) Amendment to Rule 10 (c) on procedure of SEC Administrative Proceedings Committee. n) Rule on Earning Forecast pursuant to Section 64 of the ISA. o) Rule on Take-over bids pursuant to Section 131 of the ISA. p) Amendment to the Code of Corporate Governance for Public Companies. q) Amendment to Rule 328: Basis of Allotment. r) Amendment to Rules on Acquisition. s) Amendment to Rule 56 on functions of Broker/Dealers. t) Rule to Increase fees for Sponsored Individuals.

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ENFORCEMENT SEAL-UP OF ILLEGAL OPERATORS IN THE CAPITAL MARKET

One illegal operator was sealed up in the first quarter of 2014 as detailed below:

(1) New Nation/Women in Oil Limited The Commission in collaboration with the Nigerian Police sealed up the offices of New Nations, an illegal operator, in the thirty two (32) States in Nigeria in early February, 2014.

New Nation/Women in Oil Ltd was not registered by the Commission to operate in the Nigeria Capital Market but the organisation carried out an illegal activities by advertising and soliciting members of the public to invest into illegal investment product, ‘Women in Oil’. The company initially claimed to work with the Federal Government of Nigeria in the implementation of its activities which the presidency (Reuben Abati) refuted. Members of the public were warned not to have Capital Market dealings with this firm and to desist from any request to invest therein.

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REGISTRATION AND RECOGNISED INVESTMENT SERVICES

REGISTRATION

DOCUMENTATION

Fidelity Bond/Professional Indemnity Policy: Ninety Eight (98) Companies submitted renewed fidelity bonds and were updated and uploaded on the CMO database.

Change of Status of CMOs

Change of Name: Two (2) applications for change of name were processed and concluded during the quarter.

TABLE 12

S/N NEW NAME FORMER NAME REASON FOR CHANGE OF NAME

1. Milestone Capital Management Ltd

Ocean Securities & Stockbrokers Limited

The need to separate their identity from any possible associations with other well known institutions bearing closely related name

2. Dunn Loren Merrifield Asset Management & Research Limited

Dunn Loren Merrifield Limited

Rebranding of the Company

Change of Address: Eleven (11) applications for change of addresses were received during the month.

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Closure of a Branch Office: Two (2) notifications were received. Transfer of Sponsored Individuals: Sixteen (16) applications were received within the period.

Registration of additional Sponsored Individuals: Twenty Seven (27) companies forwarded their applications for registration of sponsored individuals. Notification of resignation of Sponsored Individuals: Twenty Four (24) notifications on resignation of sponsored individuals were recorded during the period. Regularization of Registration: Twenty three (23) companies forwarded their applications for regularization.

CMO Information Update: the Capital Market Operator’s (CMO`s) database were reviewed and uploaded on the Commission’s website for the period under review.

FRESH REGISTRATION A total of Five (5) new applications were received from potential Capital Market Operators to register for the following functions as at February 2014: TABLE 13

S/N

APPLIED FUNCTIONS NO OF APPLICANTS

1 Broker/Dealers 2

2 Reporting Accountant 3

3 Corporate Investment Adviser 3

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4 Issuing House 1

5. Solicitors 2

6. Individual Investment Adviser 1

7 Issuing House 1

8. Fund/Portfolio Managers 2

TOTAL 15

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EXCHANGES

STOCK EXCHANGE

The Nigerian stock market in the 1st quarter of 2014, recorded transactions volume (equities) of 27, 654 billion valued at N269.961 billion in contrast to 31.819 billion shares valued at N254.959 billion in the 1st quarter of 2013.

Volume decreased by 13 percent and value increased by 5.9 percent while All-Share Index and Market Capitalization increased by 14.30 percent and 14.71 percent to close at 38,331.78 and 12.311 respectively relative to same quarter in 2013.

At the close of trading activities for the 1st quarter of the year, the Financial Services sector of the equities market was the most active (measured by turn-over volume) with 22.02 billion shares valued at N143.81 billion traded in 160, 201 deals representing 79.61 percent and 53.27 percent of the total volume and value traded during the quarter under review. Also traded during the quarter were a total of 8.355 million units of Exchange Traded Products (ETPs) valued at N98.629 million. TABLE 14: Trading Statistics for the 1st Quarter 2014

DATE VOLUME(B) N NSE-INDEX POINTS N

VALUE(B) MKT-CAP(TRILLION)

January 8228.65

13.005

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90,983.33 40,571.62

February 12290.83 99,349.62

39,558.89 12.707

March 7134.83 79,628.95

38,331.78 12.312

1st quarter 2014 27,654.30

269,961.90

38,331.78 12.312

1st quarter 2013 31,819.40 254,959.21 33,536.25 10.733

% change -13.1% 5.9% 14.30% 14.71%

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TRADING VOLUME AND VALUE FOR 1ST QUARTER, 2014

0.00

20000.00

40000.00

60000.00

80000.00

100000.00

120000.00

JANUARY FEBRUARY MARCH

VOLUME & VALUE FOR 1ST QUARTER 2014

VOLUME(B)

N VALUE(B)

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PRICE ADJUSTMENT The prices of Nine (9) equities were adjusted for dividend payments as recommended by their Board of Directors:

TABLE 15

Company Closure Date Dividend Bonus Payment Date

AGM Date Ex-Div Price

Vitafoam 17/2/2014 N0.30 Nill 10/3/2014 6/3/2014 N4.70

PZ Cussons Nigeria Plc 3/2/2014 N1.30 Nil 17/03/2014 13/03/2014 N36.70

37,000.00

37,500.00

38,000.00

38,500.00

39,000.00

39,500.00

40,000.00

40,500.00

41,000.00

JANUARY FEBRUARY MARCH

NSE-‐INDEX POINTS

NSE-‐INDEX POINTS

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Nigerian Breweries Plc 06/03/2014 N4.50 Nil 15/05/2014 14/05/2014 N144.39

Forte Oil Plc 10/03/2014 N4.00 Nil 4/04/2014 28/03/214 N100.00

Transnational Corporation of Nigeria Plc

10/03/2014 N0.05 Nil 1/04/2014 31/03/2014 N3.85

Union Homes Real Estate Investment Trust

17/03/2014 N2.41 Nil 27/03/2014 3/04/2014 N47.59

African Prudential Registrar Plc

17/03/2014 N0.35 Nil 4/04/2014 3/04/2014 N3.22

Zenith Bank Plc 24/03/2014 N1.75 Nil 02/04/2014 04/04/2014 N20.25

Guaranty Trust Bank Plc 28/03/2014 N1.45 Nil 14/04/2014 14/04/2014 N24.53

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NEW LISTING

• La Casera Company Plc (Corporate Bond) N3,000,000,000 15,75% Series 1 Senior Unsecured Fixed Rate Amortizing Bonds under a N15 Billion Debt Issuance Programmed was admitted to trade at the Exchange on January 23, 2014.

• A total of 159,400,000 units of Vetiva Griffin 30 ETF Securities at N17.27 per unit were admitted to trade at the Exchange on Friday, March 14, 2014.

Information on Vetiva Griffin 30 ETF

• The fund is an Open –Ended Exchange Traded Fund managed by Vetiva Fund Managers Limited. • The VG 30 ETF was designed to track the performance of the constituents companies of the NSE

30 Index and to replicate the price and yield performance of the Index. • The fund seeks to give investors optimal exposure to the Nigerian bourse (over 90% exposure on a

market capitalization basis). • The underlying securities were held by a Custodian in the name of a Trust for investor protection. • The entry and exit cost for ETFs was generally lower when compared to traditional Unit Trusts. • It was expected that the fund would pay distributions twice a year. • Fund information was updated daily on the fund website: www.vetiva.com/funds

SUPPLEMENTARY LISTING

• Additional 1, 000, 000, 000 ordinary shares of 50k each at N1.2 per share issued by Africa Prudential Registrars Plc which arose as a result of the Rights Issue made by the Issuer were admitted to trading on January 13, 2014.

• Additional 5,888,949,162 ordinary shares of 50k each at N2.12 per share issued by Sterling Bank Plc which arose as a result of the Rights Issue made by the Issuer was admitted to trading on January 20th 2014.

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• Additional 2,000,000,000 ordinary shares of 50k each per share issued by UBA Capital Plc which arose from the concluded rights issue were admitted to trading on January 27th, 2014.

• A total of 261,591,888 shares were added to the outstanding shares of Neimeth International Pharmaceuticals Plc arising from the bonus of 1 for 5 on the 12th of February, 2014.

• An additional 2, 046, 706, 324 ordinary shares of 50k each of OandoPlc was admitted to trade on the 17th of February 2014. This arose as a result of the placing made by the issuer.

• A total of 261,591,888 shares were added to the outstanding shares of Neimeth International Pharmaceuticals Plc arising from the bonus of 1 for 5 on the 12th of February, 2014.

• An additional 2, 046, 706, 324 ordinary shares of 50k each of OandoPlc was admitted to trade on the 17th of February 2014. This arose as a result of the placing made by the issuer.

FULL SUSPENSION

• Full suspension was placed on Cadbury Nigeria Plc’s shares on 8th of January, 2014 due to capital reduction exercise embarked upon by the company.

• Full suspension was placed on the shares of IHS Nigeria Plc in preparation for its final de-listing from the daily official list of the Exchange on 27th February, 2014.

LIFTING OF SUSPENSION Full suspension placed on CADBURY NIGERIA PLC shares was lifted on the 19th of February 2014 and the share price adjusted from N58.27 to N90.78 as recommended by the Board of Directors. This was sequel to the conclusion of the capital reduction exercise embarked upon by the company bringing their share capital to 1,878,202,040.

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CHANGE OF NAME

• Union Ventures and Petroleum Plc notified the Exchange of a change in its corporate name from Union Ventures and Petroleum Plc to NAVITUS Energy Plc having obtained the necessary approvals from its shareholders and Corporate Affairs Commission (CAC). However, the code still remains the same UNIONVENT.

• Abbey Building Society Plc had changed the company’s name to Abbey Mortgage Bank Plc on the daily official list of the Exchange. This was effective 28th February, 2014.

Broker Performance Report

Top 10 Brokers by Volume

TABLE 16

Rank Broker Description Quantity % of Volume

1 FBNS FBN Securities Limited 10,623,685,225 23.20

2 SISB Stanbic IBTC Stockbrokers Limited 5,584,791,610 12.19

3 CSL CSL Stockbrokers Limited 3,855,373,769 8.42

4 RSNL Rencap Securities (Nig) Limited 3,665,390,866 8.00

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5 BGL BGL Securities Limited 2,447,153,497 5.34

6 CSSL Cardinalstone Securities Limited 1,466,852,863 3.20

7 CORD Cordros Capital Limited 1,190,202,331 2.60

8 INDP Independent Securities Limited 1,083,145,275 2.36

9 APT APT Securities and Funds 1,060,854,218 2.32

10 PASL Partnership Securities Limited 980,547,775 2.14

Top 10 Total Volume 31,957,997,429 69.78

NOTE: The top 10 Stockbrokers are responsible for 69.78% of the total volume between 02/01/2014 and 31/03/2014

TABLE 17: Top 10 Brokers by Value Rank Broker Description Quantity % of

Value

1 SISB Stanbic IBTC Stockbrokers Limited 87,371,897,428.70 16.10

2 RSNL Rencap Securities (Nig) Limited 77,789,027,555.57 14.33

3 CSL CSL Stockbrokers Limited 43,121,303,504.57 7.95

4 CORD Cordros Capital Limited 30,959,017,037.48 5.71

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5 FBNS FBN Securities Limited 23,774,948,494.93 4.38

6 VETV Vetiva capital Management Limited 16,111,109,839.35 2.97

7 PAFR Primera Africa Securities Ltd 15,373,792,595.20 2.83

8 CHDS Chapel Hill Denham Mgt Ltd 13,964,882,608.14 2.57

9 BGL BGL Securities Limited 12,840,771,441.94 2.37

10 AASL African Alliance Stockbrokers Ltd 11,274,577,079.56 2.08

Top 10 Total Value 332,581,327,585.44 61.29

NOTE: The top 10 Stockbrokers are responsible for 61.29% of the total value between 02/01/2014 and 31/03/2014

FINANCIAL MARKET DEALERS QUOTATION (FMDQ)

Introduction The Commission received the above stated Quarterly report of the Financial Markets Dealers Quotations (FMDQ) OTC market for the period ended March 31, 2014. Find below its review. During the months under review, there were one (1) new registered Dealing Member and two (2) Bond listing Members on the FMDQ OTC Plc but One (1) Member of the Board (Mr. John Delaney) resigned his appointment. This brought to the cumulative membership position of the board to twelve (12) compared to the previous Quarter ended December, 2013 which was thirteen (13) Members.

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The Dealing (trading) Members and the Bond listing Members remained twenty-three (23) and twenty-six (26) respectively for previous quarter ended December 31, 2013 and preceded quarter ended March 31, 2014. In the same way, there were no complaints and no disciplinary action in any case whatsoever. Summary of Securities Traded for the Quarter Ended March 31, 2014

There was a great significant decrease compared to the previous Quarter, in the trading of the following Securities FGN Bonds, Agency Bonds, State/Municipal Bonds, Corporate Bonds, and Supranational Bonds where the number of Deals and the face value of traded securities were in a decline for the Quarter ended of March 31, 2014. See the table below:

TABLE 18

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NATIONAL ASSOCIATION OF SECURITIES DEALAERS (NASD)

During the period under review, the market recorded a total turnover of 185,150 units valued at N31, 200, 800 in twenty-three (23) Deals which was higher compared to the total volume of 127,407 units worth N23, 673, 595 in fourteen (14) Deals in the preceding quarter.

TABLE 19: Comparative Statistics for the 1st Quarter, 2014 Jan -Mar 2014 Oct-Dec 2013

NUMBER OF DEALS 23 14

VOLUME OF TRADED 185,150 127,407

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SECURITIES (UNITS)

VALUE OF TRADED

SECURITIES ( ₦)

31,200,800.00 23,673,595.00

The Consumer goods sector accounted for a total turnover 85, 150 units of trades, worth N31, 115, 800 in 21 deals. It was by the Financial Sector which recorded a total turnover of 100,000 units of trades worth N85, 000 in 2 deals.

TABLE 20: Summary of Trades – January to March 2014

Period Volume of Trade (units) Value Traded (N) No. of Deals

January 5,500 1, 430, 000 2

February 1,000 320,000 2

March 178,650 29,450,800 19

TOTAL 185,150 31,200,800 23

The above summary of trade showed the volume, value and the number of deals were progressively increased with both at the peak in the Month of March.

Within the Quarter, Friesland Campina WAMCO Nig. Plc was the advancer (Top gainer) while the Consolidated Breweries Plc and Industrial & General Insurance Plc were the Decliners (Top losers) and the total Market capitalization of NASD traded Securities was 577,810,887,172.

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TABLE 21: Summary of Admission/Participants Statistics as at the period under review S/N Item Number Admitted Securities Date

1 Total number of admitted securities

2

-Partnership Investment Co. Ltd

-Arm Life Plc

31-1-2014

10-2-2014

2 Total number of admitted company

1 –Golden Capital Plc (Admitted Company) 18-3-2014

3 Total number of authorized traders

110

4 Total number of Broker Dealer Firms

71

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INVESTIGATION

During the reviewed period of 1st Quarter, 2014, the following activities took place.

TABLE 22: Summary of Complaints Management

DETAILS

JANUARY FEBRUARY MARCH TOTAL

Complaints Brought Forward As At 2013

- - - 678

New Complaints 33 41 32 106

Resolved Complaints

48 50 39 137

Transfer to Enforcement Division

- 4 18 22

Outstanding Complaints - - - 625

Total sum recovered for Investors

N35,568,836.92

N3,057,898.73 N618,981,057.26 N657,607,792.91

Total Units of various shares recovered for Investors

635,185 14,243

146,101 795,529 units

Target Inspection Target inspection was conducted on the following Capital Market Operators:

1. Mact Securities Ltd 2. Bytofel Trust & Securities Limited

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3. Quantum Securities Ltd 4. Futureview Financial Services Ltd

Total Monies and Various Shares of Companies Recovered for Investors: A total of N657, 607,792.91 and 795,529 units of various companies’ shares were recovered for investors for the period under review.

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FOREIGN SCENE AMERC IOSCO Annual Report – 2013 The Commission prepared the AMERC Region’s input to the IOSCO 2013 Annual Report. This covered activities and achievements of the Region for the period January through December, 2013. The report touched all relevant activities by members, including the economic context within which members carried out their regulatory and developmental functions and the challenges faced during the period.

Communication

• To keep abreast with the rapidly changing local and international environment which continuously raises the bar for achieving a world class capital market, the Commission continued to provide cross border sharing of information through publication of the AMERC Quarterly Review. The review for the third quarter (October – December) 2013 was produced and circulated within the first quarter of 2014.

• Within the period under review, the Commission coordinated various enquiries from within the Commission and responded to same from other jurisdictions.

The following are some of the enquiries: TABLE 23: Enquiries. SN Date Received Requesting

country/department 1 Request for information on fund

management SEC Nigeria

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2. Request for information on Surveillance tool system/manual from various regulators

SEC NIGERIA

3. Request for information of the reporting format for OTC Market

SEC NIGERIA

4. Request for information on securities agreements and shareholding

NSSMS Ukraine

5. Request for information on the operational scope of ethics office

SEC Nigeria

Others were posted on the IOSCO Members forum/Platform for IOSCO Knowledge Sharing

Research Surveys The Commission improved on the Commission’s participation in IOSCO Surveys. It reviewed and responded to the following surveys:

• IOSCO-AMERC Data on Assets Management (Data Gathering Exercise);

• IOSCO General Secretariat Questionnaires to IOSCO Board Members on how to improve the efficiency and outcome of Board meetings;

• IOSCO Research Department: Information on Securities Risk Outlook 2014 – 2015;

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IBADAN INVESTIGATION AND ENFORCEMENT The zone received two (2) new complaints during the first quarter which it investigated. OPERATIONAL ACTIVITIES

1. Thirty-eight (38) complaints and successfully closed 14 case files upon confirmation of satisfactory resolution by the complainants.

MARKET DEVELOPMENT ACTIVITIES Awareness creation on the opportunities in the capital market – Batch ‘A’ NYSC orientation course was successfully conducted in Five States:

1. Oyo State; 2. Osun State; 3. Ondo State; 4. Kwara State; and 5. Ekiti State

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KANO Investigation Division:

During the first quarter, the Kano Zonal Office received a total of 135 complaints which were mostly Registrar related cases. A total of One Hundred and Fifteen (115) cases were satisfactorily resolved during the period.

1. Recovery of Share Certificates: A total of Twenty Nine (29) share certificates representing 38,384 units of various companies were successfully recovered during the reporting period.

2. Recovery of Outstanding Payments: The sum of N1, 656,943.40 representing unclaimed dividends, consideration warrants, proceeds of / not cleared sales and returned monies for various investors as per analysis below:

TABLE 24: Dividends (N) Proceeds of

Sale (N) Consideration Warrants (N)

Returned Monies (N)

Total (N)

1,309,052.10 106,892.19 61,492.75 179,506.50 1,656,943.40

3. e-Dividend: In line with the Commission’s effort of addressing problems of unclaimed dividends,

the office processed 150 completed e-mandate forms belonging to various investors for Registrars’ adoption.

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1. Establishment of Capital Market Clubs in Jigawa State Secondary Schools and Colleges: The zonal office was granted approval for the establishment of CMC in Jigawa State. To that effect, series of discussions were held with the officials of the Jigawa State Ministry of Education towards mapping out strategies, modalities and logistics for the establishment of the clubs.

2. Visit to KACCIMA: The zonal office held an interface with the new leadership of the Kano Chamber of Commerce, Industry, Mines and Agriculture to discuss among others.

a. The need for intensive collaboration between the chamber and the Commission in the area of

sensitization of proprietors of companies, the possibility of listing and the benefits of becoming public quoted entities.

b. The need for workshops to be held at all Kano International trade fairs and the Commission would play a leading role in discussion on the importance of embracing capital market as the avenue for capital sourcing, for the expansion of their operations.

3. Jigawa State Forum: Pursuant to an invitation from the Jigawa State Forum, the zonal office held a meeting with the management of Forum. The forum, even though a pseudo NGO was established by the government of Jigawa State for its direct and indirect interface with federal government agencies in the zone. The meeting discussed on close collaboration between the Commission and the forum towards the state’s investment drive. The forum also showed interest in the establishment of a stock broking firm, mini-stock exchange, and were apparently briefed on the requirements and modalities for the establishment of such outfits. The meeting also agreed that the forum would play a pivotal role in sensitizing both government and business community on the need to access the capital market for cheap funds.

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4. Off-site Investigation: An off-site investigation of a reported illegal operation of Cash Flowabi Network Limited took place at Gombe on 17th and 18th of March 2014. Though the office was found not to be operational, steps were being taken to affix SEC official closure seal on both the office and the sign post to guide unsuspecting investors.

5. NYSC Capital Market Awareness Lecture: 3 staff of the zonal office were involved in the

Batch ‘A’ NYSC awareness campaign held in Katsina, Zamfara and Sokoto States during the period under review.

SURVEILLANCE

Find below details of trading activities on the Kano floor of the Nigerian Stock Exchange for the month of March 2014: TABLE 25: Volume Value (N) No. of Deals

73,779,592 455,907,801.13 2,136

The following stock broking firms were active during the reporting period: i. Gidauniya Investment and Securities Limited ii. Kundila Finance Services Limited No unusual trading was observed or reported. The e-filing of quarterly and other reports were enforced by rejecting hard-copy reports from operators.

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LAGOS

Police Clearance

A total number of 74 finger print samples were taken, out of which 62 reports from the Police Headquarters Alagbon were forwarded to Abuja.

Statutory meetings (AGM)/EGM/COM/CBM) for the quarter:

Various meetings (AGM)/EGM) were attended by the zone.

TABLE 26: Annual General Meetings S/NO NAME OF COMPANY DATE OF

MEETING REMARKS

1. Mutual Benefits Assurance Plc 30/1/14 The meeting was successfully conducted

2. ARM Life Plc 29/1/14 “ 3. Standard Alliance Insurance Plc 30/1/14 “ 4. NEM Insurance Plc 30/1/14 “ 5. Lasaco Assurance Plc 6/2/14 “ 6. Staco Insurance Plc 19/2/14 “ 7. OandoPlc 18/2/14 “ 8. Guinea Insurance Plc 20/2/14 “ 9. Linkage Assurance Plc 20/2/14 “ 10. Forte Oil Plc 28/3/14 “ 11. Neimeth International Pharmaceuticals Plc 17/3/14 “ 12. Great Nigeria Insurance Plc 26/3/14 “ 13. Vitaform Nigeria Plc 6/3/14 The meeting was successfully

conducted 14. Transnational Corporation of Nigeria Plc 31/3/14 “ 15. Nigeria Global Investment Fund 27/3/14 “ 16. Union Homes Real Estate Investment Trust 27/3/14 “ 17. Vital Products Plc 27/3/14 “

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TABLE 27: Extra General Meeting Attended S/NO NAME OF COMPANY DATE OF

MEETING REMARKS

1 Seplat Petroleum Dev. Plc 27/1/14 Proceedings were well conducted 2 OandoPlc 18/2/14 “ 3 PZ Cussons Plc 13/3/14 “ 4 Nigeria Global Investment

Fund 27/3/14 “

Target Inspection One (1) target inspection was carried out during the period under review: 1) Quantum Securities Limited - 22nd – 23rd January 2014

Post Merger Inspection Caverton Offshore Group Plc - 19/3/2014 Central Securities Clearing System Ltd - 20/2/2014 Bankers Warehouse Plc - 21/4/2014

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ONITSHA OPERATIONAL ACTIVITIES

COMPLAINTS:

During the period under review, the Onitsha zonal office received a total of forty six (46) complaints from investors, out of which thirty one (31) were Registrar related while fourteen(14) were Stockbroker related and one (1) Illegal Market Operator related.

A total of twenty seven (27) complaints were resolved and closed.

ROUTINE MONITORING OF THE NIGERIAN STOCK EXCHANGE, ONITSHA BRANCH

During the reporting period, trading activities on the floor of the Onitsha branch of the Nigerian Stock Exchange was low due to the fact that most stockbroking firms with branches in Onitsha trade on the floor of the exchange in Lagos.

Below is the frequency of trading activities from the floor of the Nigerian Stock Exchange, Onitsha Branch for the reporting quarter:

TABLE 28

S/N STOCKBROKING FIRM DATES TRADED

1. Solid Rock Securities and Investment Plc 02/01/14

2. The Bridge Securities Ltd 02/01/14


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4 The Bridge Securities Ltd 03/01/14

5 Solid Rock Securities and Investment Plc 07/01/14




9. The Bridge Securities Ltd 15/01/14



12 Allbond Securities Ltd 22/01/14




16 Solid Rock Securities & Investment Ltd 13/02/2014






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26 Peace Capital Market Ltd 10/03/2014


28 Peace Capital Market Ltd 11/03/2014









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C. ANNAUL GENERAL MEETINGS

During the reporting quarter, the Onitsha Zonal Office attended and reported the under-listed Annual General Meetings.

- A.G. Homes Savings and Loans Plc held 8th AGM on February 26, 2014 at Golden Royal Hotel, NO. 10,Bisalah Road, Independent Layout, Enugu ,Enugu State at 11: 00 am

- Universal Insurance Plc held its 42nd / 43rd AGM on March 27, 2014 at the Universal Hotel, Plot 3, Aguleri Street, Independent Layout, Enugu, Enugu State.

- African Alliance Insurance Plc held its 47th / 48th AGM on March 27, 2014 at the Universal Hotel, Plot 3, Aguleri Street, Independent Layout, Enugu, Enugu State.

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PORT HARCOURT OPERATIONAL ACTIVITIES:

Investigation and Enforcement

During the reviewed period, Fifty-Eight (58) new complaints were received while there were One Hundred and Ten (110) existing complaints from shareholders/investors during the previous quarters. Therefore, One Hundred and Sixty-Eight (168) complaints were due for consideration during the period, out of which Forty-Two (42) were resolved while One Hundred and Twenty-Six (126) were being investigated. Find below the nature and number of resolved cases

TABLE 29

S/NO. Description No. of resolved cases

1. Non-Receipt of Share Certificates 2

2. Non-Receipt of Dividend and Return Money Warrants 3

3. Non-Receipt of Bonus Certificates 4

4. Non-Verification of Share Certificates 1

5. Miscellaneous Issues (Change of Postal Address, Unauthorized sale of shares, Failure to remit sale proceeds, etc).

32

TOTAL 42

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Surveillance Inspection on Illegal Capital Market Operator:

Surveillance inspection was carried out on Trius Consultancy Services, 20 Woji Road, Rumudolu, Port Harcourt, Rivers State.

Transferred case files to Head Office: Thirty-Four (34) case files against Aims Assets Management Limited were referred to the Head Office for enforcement action.

Returns from Companies and Operators:

The PHZO received weekly, monthly, quarterly and annual reports/returns from the following companies and were forwarded to the Head Office:

1. West African Glass Industry Plc 2. Ellah Lakes Plc 3. Cradle Trust Finance and Securities Limited 4. Kofana Securities & Investments Limited 5. Pareto Funds and Securities Limited 6. Allbond Investments Limited

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Monitoring of Trading Activities on the Floor of the Nigerian Stock Exchange:

Monitoring of trading activities on the floor of The Nigerian Stock Exchange in Owerri, Port Harcourt and Uyo, respectively were carried out in February and March, 2014. The reports were forwarded to Management.

MARKET DEVELOPMENT ACTIVITIES:

Public enlightenment programme for “Batch A” Youth Corps Members was conducted at the NYSC Orientation Camp, Umuna, Bende L.G.A., Abia State, on Thursday, 27th March, 2014.

The pupils of Capital Market Club, Federal Government Girls College, Ikot Obio Itong, Mkpat Enin L.G.A., AkwaIbom State visited the zonal office for educational/excursion visit on Monday, March 3, 2014.

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