SEC ADMINISTRATIVE PROCEEDINGS COMMITTEE DECISION IN RESPECT OF PARTNERSHIP INVESTMENT COMPANY PLC AND OTHERS.

In the Matter of the Investments and Securities Act, 2007, before the Administrative Proceedings Committee of the Securities and Exchange Commission
In Re:

·         Violation of SEC Rules on separation of clients’ funds from company’s funds

·         Unauthorized sale of clients’ shares

·         Failure/Refusal to resolve clients’ complaints

·         Performance of a capital market function without registration

·         Non-compliance with the Code of Corporate Governance of the Commission

·         Filing of false/misleading information

·         Non-compliance with the Commission’s Rules relating to assets-mix ratio

·         Non-compliance with the Commission’s Rules on disclosure of transactions valued at N50 million

    (and above) executed in a single day

·         Soliciting deposits from the public

·         Other violations of the Investments and Securities Act, 2007, SEC Rules and Regulations, the Code

of Conduct for Capital Market Operators and their Employees and Code of Corporate Governance  for Public Companies.

Between
Head, Enforcement Department

Securities & Exchange Commission

(The Complainant)

And
 Partnership Investment Company Plc      1st Respondent

Partnership Securities Limited                 2nd Respondent

Mr. Henry Omoragbon                           3rd Respondent

Mr. Victor Ogiemwonyi                           4th Respondent

Mr. Allan Omorogba                              5th Respondent

Mr. Ojetunde Taiwo                                6th Respondent

Mrs. Ogiemwonyi Olufunke                     7th Respondent

Mr. Ogiamien Frank                               8th Respondent

Mr. Adeusi Aladejola Alexander                9th Respondent

Mr. Eseha Augustine Enejeta                 10th Respondent

Mr. Odihi-Ogiemien Frank                     11th Respondent

Dr. Bello Aliyu Gusau                            12th Respondent

Mr. Olafisika Akinkugbe                        13th Respondent

Mrs Arese Ugwu                                   14th Respondent

Mrs. Yinka Omoragbe                           15th Respondent

Mr. Justus Olu Paul                              16th Respondent

Mr. Clem Baiye                                    17th Respondent

Mr. S.C. Irune                                    18th Respondent

APPROVED DECISION
Pursuant to the powers conferred on the Commission by the Investments and Securities Act, (ISA) 2007, the SEC Rules and Regulations made pursuant thereto, and for the maintenance of integrity in the Capital Market, the decision of the Administrative Proceedings Committee as approved by the Honorable Minister of Finance, Kemi Adeosun are as follows;

 

  1. That by their actions and/or omissions the 1st, 2nd, 3rd, 4th, 6th, 7th, 8th, 9th, 10th, 11th, and 14th Respondents engaged in acts capable of adversely affecting the investing public’s image of, and confidence in the capital market.

 

  1. That pursuant to Section 38 (4) of the Investments and Securities Act 2007 and Rules 34 (1), (a) of the SEC Rules and Regulations made pursuant thereto the certificate of registration of the 1st Respondent is hereby cancelled without prejudice to the recovery of all existing liabilities due to the Complainants and penalties payable to the Commission.

 

  1. That pursuant to Section 38 (4) of the Investments and Securities Act 2007 and Rules 34 (1), (a) of the SEC Rules and Regulations made pursuant thereto the certificate of registration of the 2nd Respondent is hereby cancelled without prejudice to the recovery of all existing liabilities due to the Complainants and penalties payable to the Commission.

 

  1. That the 2nd Respondent is hereby ordered to pay the sum of N1, 000,000 (One Million Naira) only as penalty for the breach of Rule 65 (5) of the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007

 

  1. That the 1st Respondent is hereby ordered to pay the sum of N3, 000,000 (Three Million Naira) only as penalty for the breach of Section 61 (1) of the Investments and Securities Act 2007 and punishable under Section 65 (1) of the Investments and Securities Act 2007.

 

  1. That the 3rd, 4th, 7th & 14th Respondent are hereby jointly and severally ordered to pay the sum of N3, 000,000 (Three Million Naira) only as penalty for the breach of Section 61 (1) of the Investments and Securities Act 2007 and punishable under Section 66 (1) of the Investments and Securities Act 2007.

 

  1. That the 2nd Respondent is hereby ordered to pay the sum of N100, 000 (One Hundred Thousand Naira) only as penalty for the breach of Section 40(2) of the Investments and Securities Act 2007.

 

  1. That the 2nd Respondent is hereby ordered to pay the sum of N5, 000,000 (Five Million Naira) only as penalty for the breach of Rule 56 (1) (c) of the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007 and punishable under Rule 7.

 

  1. That the 3rd Respondent is hereby suspended for a period of 5 years from engaging in capital market activities in the Nigerian Capital Market and ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 4th Respondent is hereby banned for life from engaging in capital market activities in the Nigerian Capital Market and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 4th Respondent is hereby banned for life from holding directorship position in any public company in Nigeria for his unprofessional conduct in respect of the activities of the 1st and 2nd Respondents.

 

  1. That the 6th Respondent is hereby suspended for a period of 5 (Five) years from engaging in capital market activities in the Nigerian Capital Market and banned from holding directorship positions in any public company in Nigeria for the said period and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 7th Respondent is hereby suspended for a period of five (5) years from engaging in capital market activities in the Nigerian Capital Market and banned from holding directorship positions in any public company in Nigeria for the said period and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 8th Respondent is hereby suspended for a period of five (5) years from engaging in capital market activities in the Nigerian Capital Market and banned from holding directorship positions in any public company in Nigeria for the said period and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 9th Respondent is hereby suspended for a period of five (5) years from engaging in capital market activities in the Nigerian Capital Market and banned from holding directorship positions in any public company in Nigeria for the said period and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 10th Respondent is hereby suspended for a period of One (1) year from engaging in capital market activities in the Nigerian Capital Market and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 14th Respondent is hereby suspended for a period of five (5) years from engaging in capital market activities in the Nigerian Capital Market and banned from holding directorship positions in any public company in Nigeria for the said period and is hereby ordered to pay a penalty of N100, 000 (One Hundred Thousand Naira only) for breach of Rule 1(iii) of the Code of Conduct for Capital Market Operators and Their Employees as contained in the SEC Rules and Regulations made pursuant to the Investments and Securities Act 2007.

 

  1. That the 2nd Respondent is hereby ordered to restore to Cletus Mbaji Uchendu 48,200 units of Forte Oil Plc shares which were sold without his authority cum accrued benefits i.e. bonuses and dividends from 23rd May, 1997 to date.

 

  1. That pursuant to Section 304 of the Investments and Securities Act 2007 all information on possible criminality in this matter be and is hereby referred to the appropriate law enforcement agencies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cases Before The Administrative Proceedings Committee (as at March 2011)

Title Of Case Case Number Nature Of Violations Remarks
1 Longterm Global Capital Ltd & 9 ors. vs. Stanbic IBTC Management Ltd APC/01/2010 Unauthorized purchase of GTBANK/GDR and conversion of pounds components of funds transfer to dollars without recourse to the complainant Parties were reprimanded, penalized and discharged on some charges.
2 SEC vs. Proforte Securities Ltd & 9 ors APC/66-194/2010 Failure to file quarterly returns and remitting of capital & Interest invested by client Yet to be concluded
3 SEC vs Empire Securities Ltd & 7 Ors APC/6-42/2009 Unauthorised sale of clients shares, non-purchase of shares and various violations under the ISA 2007 and SEC Rules and Regulations 2000 as amended Yet to be concluded
4 SEC vs Davandy Securities Limited & 11 Ors APC/2-64/2010 Non purchase of client’s shares, Failure to file quarterly returns, failure to remit capital and interest on client’s investment and various violations under the ISA 2007 and SEC Rules and Regulations 2000 as amended. Yet to be concluded
5 SEC vs MTECH Communications Plc APC/65/2010 It was alleged that directors of the 1st Respondent pledged

the assets of the 1st Respondent as collateral for loans taken from Bank PHB to buy shares of the 1st Respondent in its private placement before the 1st Respondent became a Plc

Yet to be concluded
6 SEC vs Alliance Capital Management Cio.ltd & Nine Ors APC/2-245/08 Non purchase of shares paid for by client, Non verification of share certificates and sale of clients shares without mandate, non rendition of periodic returns, non remittance of proceeds of sale to investor various violations under the ISA 2007 and SEC Rules and Regulations 2000 as amended. Yet to be concluded
7 SEC vs. Afribank Plc & 32 Ors APC/5/2009 Violations of the Provisions of the ISA 2007,SEC Rules and Regulation 2000(as amended),the code of conduct for capital market operators and their employees and the code of corporate governance in Nigeria. Case was discontinued and suit instituted at the IST
8 SEC vs. Fin Bank Plc & 43 Ors APC/2/2009 Violations of the Provisions of the ISA 2007,SEC Rules and Regulation 2000(as amended),the code of conduct for capital market operators and their employees and the code of corporate governance in Nigeria. Case was discontinued and suit instituted at the IST
9 SEC vs. Intercontinental Bank Plc & 42 Ors APC/1/2009 Violations of the Provisions of the ISA 2007,SEC Rules and Regulation 2000(as amended),the code of conduct for capital market operators and their employees and the code of corporate governance in Nigeria. Case was discontinued and suit instituted at the IST
10 SEC vs. Oceanic Bank Plc & 37 Ors APC/4/2009 Violations of the Provisions of the ISA 2007,SEC Rules and Regulation 2000(as amended),the code of conduct for capital market operators and their employees and the code of corporate governance in Nigeria. Case was discontinued and suit instituted at the IST
11 SEC vs. Union Bank Plc & 26 Ors. APC/3/2009 Violations of the Provisions of the ISA 2007,SEC Rules and Regulation 2000(as amended),the code of conduct for capital market operators and their employees and the code of corporate governance in Nigeria Case was discontinued and suit instituted at the IST