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S/N
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CASE DESCRIPTION
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INFRACTIONS
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SEC/COURT ACTION
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STATUS
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IST/LA/OA/04/2015
HERITAGE CAPITAL
MARKETS LTD VS SEC
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Heritage Capital
Markets Limited relied on the Power of Attorney donated to Celina Okoro (Nee
Ukachukwu) by the Executor to the will of Late Prince C. N. Ukachukwu to sell
some of the shares of the Estate.
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When
the Commission investigated the complaint, it arrived at the conclusion that
the power of attorney did not authorize the donee or her agent (such as
Heritage Capital Market) to sell any of the shares. The Commission
accordingly directed that the said shares should be fully restored to the
estate.
Heritage
Capital Market Limited filed this suit at the Investments and Securities
Tribunal challenging the directives of the Commission on the ground that the
findings of the Commission differed from that of the Economic and Financial
Crimes Commission (EFCC) which also investigated the same complaint and found
the claimant not culpable in the transaction.
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The
Claimant withdrew the matter and it was struck out.
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2
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IST/OA/06/2017
C. N. UKACHUKWU
& SONS V SEC
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The
Claimant complained that Heritage Capital Markets Limited relied on the Power
of Attorney donated to Celina Okoro (Nee Ukachukwu), the 3rd
Defendant, by the Executor to the will of Late Prince C. N. Ukachukwu to sell
some of the shares of the Estate.
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At
the end of the investigations, the Commission directed that since the matter
revolved around the execution of a Will and there had been over 80%
restitution by Heritage Capital Markets Limited, the Complainants should
explore other means of resolving the outstanding issues against the 3rd
Defendant who was a member of the family.
The
Claimants filed this suit challenging the conclusion reached by the
Commission.
On
May 14, 2019, the Tribunal gave its judgment in the matter upholding the
Commission’s letter of 4th May, 2015 which had directed the 2nd
and 3rd Defendants to buy back all the Claimants’ shares
unlawfully sold. The said Defendants were consequently directed to buy back
all the outstanding shares of the Claimants. The Counter-claim of the 2nd
Defendant was dismissed and the Commission was directed to ensure compliance
with the Tribunal’s decision.
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The
matter has been concluded.
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3
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IST/OA/03/2015
SECURITIES AND
EXCHANGE COMMISSION VS MEGA ASSET MANAGERS LIMITED & 5 ORS
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The
Commission received several complaints from investors against Mega Asset
Managers Limited and its directors alleging that the company had failed to
meet its obligations to its investors.
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The
Commission’s investigations revealed that the Company was distressed and
unable to pay its investors. The company and its directors were brought
before the Administrative Proceedings Committee of the Commission for a
formal hearing.
The
Commission however filed this Originating Application at the Tribunal to
obtain an order freezing all the identifiable assets of the company pending
the outcome of the APC hearing.
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The Orders sought by the Commission were granted and the matter
stands concluded.
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4
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IST/APP/01/2014 –
ADEFARATI FRANCIS VS SEC
IST/APP/02/2014 –
MR. OLAYINKA ABIMBOLA VS SEC
IST/APP/03/2014 – MR
ADEGBAJU SOLOMON VS SEC
IST/APP/04/2014 –
RESORT SAVING & LOANS PLC VS SEC
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These
appeals arose from the Commission’s APC decision in SEC vs. VICAD Securities
Ltd & 16 others.
The
Appellants are directors of Resort Saving & Loans Plc (4th Appellant), a
company that carried out a private placement in 2008, wherein unregistered
securities were offered to the public without the prior approval of the
Commission, contrary to Section 75 of the ISA 2007.
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After
the matter was investigated by the Commission, the matter was referred to the
APC for hearing. The APC found the Appellants liable and they were
sanctioned accordingly. The Appellants filed these appeals respectively
praying the Tribunal to reverse the decision of the APC and lift the ban,
suspension or other sanctions imposed on them by the Commission.
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Judgment
was delivered on December 5, 2018 affirming the decision of the Commission’s APC
but the sanctions imposed on the Appellants were reduced by the Tribunal. The
matter stands concluded.
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5
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IST/OA/03/18
SECURITIES AND
EXCHANGE COMMISSION V ALL TRUST HERITAGE INTERNATIONAL LIMITED
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All Trust
International Limited unlawfully engaged in unregistered capital market
activities. The Commission received several complaints including a complaint
letter dated August 28, 2016 from its former staff stating that over
N250million was collected from different people in Bonny Island.
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After
preliminary investigation, the Commission filed an Originating Application at
the Tribunal praying for an Order freezing the account of the company in line
with Section 13 (x) of the Investments and Securities Act, 2007, for carrying
out illegal operation in the capital market contrary to Section 6 of the ISA,
2007.
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The Orders sought by the Commission were granted and the matter
stands concluded.
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6
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IST/APP/01/18
TAIWO OJETUNDE V SEC
& 2 ORS
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Mr. Taiwo
Ojetunde (the Appellant) was one of the Directors of Partnership Investment
Company Plc. The Commission received several complaints against the company
which were investigated accordingly. The Commission found that the company
offered products not registered with the Commission.
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The
Commission brought the company and all its directors to the APC in APC/01/2017 Head of
Enforcement Department (SEC) vs Partnership Investment Company Plc & 17
Ors for
a hearing and the Appellant was the 6th Respondent.
The
Commission’s APC found the Respondents culpable.
The
Appellant filed this appeal at the IST against the said APC decision praying
that the said APC decision be set aside on the grounds that the APC lacked
the jurisdiction to hear the matter and his right to fair hearing was
breached in the process.
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Judgment
was delivered against the Appellant as the Tribunal affirmed the decision of
the Commission. He has however, appealed further to the Court of Appeal but
no hearing date has been given by the Court of Appeal.
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7
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IST/LA/OA/06/18
WEMA BANK PLC V SEC
& ANOR
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The
Commission received a complaint from Ose Ogunkorode against WEMA Bank Plc
alleging that it failed to return to the complainant/investor the sum of
N59,172,000 being the value of 12,780,130 units of the Banks shares which was
not allotted to the investor.
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The
Commission investigated the complaint and found that the complainant had
applied for 20,552,193 units of the Bank’s shares for which the total sum of
N95,156,657 was paid. The Complainant was however allotted 7,219,870 units
leaving an outstanding of 12,780,130 units valued at N59,172,000. The complainant
complained that neither the outstanding units were allotted to him nor was
his money returned to him. WEMA Bank’s position however, was that the 12,780,130
units was warehoused by WEMA Asset Management Limited because the value was
not received from Greenwich Trust Limited through which the transaction was
conducted. The Commission however directed WEMA Bank to return the money to
the investor and penalty of N5000 per day was also imposed on the bank for
the infraction. The Bank filed this suit at the Tribunal seeking for an Order
setting aside the decision of the Commission on the matter.
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The Tribunal in its judgment affirmed the
findings of the Commission to the effect that Wema Bank should refund the
sale price of the shares to the shareholder together with damages of
N200,000.00.
WEMA Bank has appealed against the decision
of the Tribunal but no hearing date has been given by the Court of Appeal.
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8
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CA/A/998/2018
SEC & 4 ORS VS TSOMENEFA
HENRI KOUNOUGNA
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The
Commission’s surveillance on the activities of Flexus Global Services Limited
revealed that the company was soliciting funds from the public for investment
purposes without prior registration with the Commission. The Company’s
operation was as such unlawful.
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The
Commission in conjunction with the Police Unit shut down the illegal
operation of the company and made some arrests including Mr. Tsomenefa Henri
Kounougna (The Plaintiff) who is also a principal officer in the company. The
Plaintiff filed this suit at the Federal High Court alleging that his fundamental
right was breached in the process. The Federal High Court found in his favour
but the Commission has appealed the said judgment of the Federal High Court
which held that the Commission breached the fundamental right of the
Plaintiff and awarded N5 Million in his favour against the Commission.
The
Commission filed an appeal at the Court of Appeal seeking a reversal of the
said judgment.
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The
Commission’s appeal against the judgment of the Federal High Court is pending
but no hearing date has been given.
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9
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IST/OA/08/2018
FIDELITY COMPANY
LIMITED & 2 ORS V FORTE OIL PLC & 2 ORS
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Fidelity
Finance Company Limited, Mr. Osa Osunde and Mr. Nosa Osunde (the Claimants in
this suit) were involved in some irregular transactions in respect of the
2008 Public offer of AP Plc (Now Forte Oil Plc) in contravention of the
Investments and Securities Act, 2007.
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The
Commission investigated the matter and found the directors culpable. The Commission also directed
them to completely divest their holdings in AP Plc to existing shareholders
and cease to be on the Board of the company. The 1st Claimant was
in addition asked to refund to AP Plc the dividend collected plus accrued
interest in respect of the shares allotted to it based on the 2008 offer.
These directives were contained in the Commission’s letter dated 7th
December, 2010.
In
2016, the Commission reviewed their level of compliance and issued a letter
dated 25th April, 2016 confirming that they had complied with all the
directives of the Commission and that all cases against them in that respect
had been dropped.
Subsequently,
however, the Claimants wrote a Petition to the Commission dated 28th
May, 2018, asking the Commission to prevail on Forte Oil Plc to release to
them the dividends that had accrued over the years in relation to some
27,114,506 units of Forte Oil Plc shares. They explained that these shares
were used as collateral to obtain a loan from the defunct Afribank Plc and
were recently released to them following an Order of the Federal High Court
in that respect.
Upon
receipt of this letter, the Commission revisited the case and came to the
conclusion that the said 27,114,506 units of Forte Oil Plc being part of the
shares the claimants held in AP Plc as at 2010 were among the shares they
ought to have divested as directed. This was communicated to the Claimants
via a letter
dated
2nd August, 2018.
The
Claimants filed this suit seeking to set aside the Commission’s directives in
the letter of 2nd August, 2018 and an Order affirming the earlier
letter of 25th April, 2016 as the correct state of facts.
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The
Tribunal gave judgment in favour of the Plaintiff, but Forte Oil and the
Registrar have filed an appeal against the judgment. The Commission is not
taking part in the appeal.
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10
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FHC/L/CS/1778/2018 –
MR ANTHONY EZE & ANOR vs. IGP & 6 ORS
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Mr.
Anthony Eze and Mr. Emmanuel Ugbo (the Applicants) were Directors of DVCF Oil
& Gas Plc, a Venture Capital Fund company with investment focus in the
Oil and Gas Sector. The Fund being managed by the company was grossly eroded
in questionable manner triggering an investigation from the Commission.
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The
Commission’s target inspection on the fund revealed several infractions from
the company. The Company and its directors were brought before the
Commission’s APC for hearing. The directors were found culpable and
sanctioned accordingly. They challenged the decision of the Commission’s APC
at the Tribunal but the Tribunal affirmed the Commission’s decision.
Two
directors filed this fundamental human right enforcement action at the
Federal High Court Lagos alleging that the Tribunal’s judgment on the matter
exonerated them from any criminal liability in the running of DVCF Oil &
Gas Fund.
They
accordingly seek a number of reliefs including a declaration that the
harassment of the Applicants by the SEC Police Unit was a violation of their
fundamental Human right on the ground that the Tribunal had given a decision
on the appeal filed in the matter.
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The
matter has been withdrawn by the applicant and struck out by the court.
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11
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CA/L/88/2011 – BIG
TREAT & 3 ORS vs SECURITIES & EXCHANGE COMMISSION & 2 0RS
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The
directors of Big Treat Plc – a public listed company – were not properly
managing the company in violation of the SEC Code of Corporate Governance.
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In
2008, the Commission conducted an investigation into the affairs of Big Treat
Plc and found several infractions of the Investments and Securities Act, 2007
such as inadequate internal control systems and a breakdown of corporate
governance in the company.
Based
on these findings, the Commission in 2010 approached the Federal High Court
seeking a number of reliefs against Big Treat Plc, three of its directors and
two entities owned by it with a view to preserving the assets of the
company.
An
interim Order granted by the Court was opposed by the company and its
directors who argued that the company was not a capital market operator
subject to the regulatory control of the Commission. The said Order was set
aside but the Commission successfully challenged the ruling of the Federal
High Court and the Court of Appeal in its judgment dated 31st
January 2019 held that Big Treat Plc being a public listed company which
offered its securities to the investing public was a capital market operator
and the Commission could intervene in its affairs in line with the
investments and Securities Act, 2007.
The
Company and its directors have further appealed to the Supreme Court against
the judgment of the Court of Appeal.
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The
appeal of Big Treat to the Supreme Court is currently pending but no hearing
date has been given by the apex court.
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12
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FHC/L/CS/910/2019 MR. JUBRIL ADEWALE TINUBU
& ANOR VS SEC & ANOR
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The Commission had in July, 2017
received two petitions from Alhaji Dahiru Mangal and Ansbury Incorporated
alleging various corporate governance failures and regulatory infractions
going on in Oando Plc. Among the highlighted infractions were insider
trading, undisclosed related party transaction, remuneration of the Directors
over and above the provisions of the Board Charter among others.
The Commission’s investigations
culminated in a Forensic Audit carried out by Deloitte and Touche whose Report
affirmed the allegations of corporate governance failure in the company among
other irregularities. Pursuant to the findings of the Forensic Auditors, the
Commission issued a letter to the company and affected directors directing as
follows:
1.
Resignation of the affected Board members of Oando Plc,
2.
The convening of an Extra-Ordinary General Meeting on or before
July 1, 2019, to appoint new directors,
3.
Payment of monetary penalties by the company and affected
individuals and directors,
4.
Refund of improperly disbursed remuneration by the affected
Board members to the company,
5.
Baring of the Group Chief Executive Officer (GCEO) and the
Deputy Group Chief Executive Officer (DGCEO) of Oando Plc from being
directors of public companies for a period of five (5) years.
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This is a fundamental human right
case filed by Mr. Jubril Adewale Tinubu, the Group
Chief Executive Officer (GCEO) and Mr. Omamofe Boyo, the Deputy Group Chief
Executive Officer (DGCEO) of OANDO Plc seeking to restrain
the Commission from enforcing the sanctions imposed on them. The Commission,
acting on the Forensic Audit Report, had in a letter dated 31st
May, 2019 imposed a fine of N91,125,000.00 on the GCEO and barred both
Applicants from being directors of public companies for a period of 5 years.
An interim Order of Injunction was granted restraining the Commission from
taking further steps in enforcing its decision being challenged in this suit.
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The matter came up on June 22,
2020 and the court directed parties to take a further date for hearing
considering that the legal year was coming to an end. The matter was
accordingly adjourned to September 30, 2020 for hearing.
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13
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FHC/L/CS/911/2019 MR. ADEWALE TINUBU &
ANOR VS SEC & ANOR
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Same as above
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This is a Judicial Review
application filed by the GCEO and the DGCEO of Oando Plc seeking for an Order
of Certiorari to quash the decision of the Commission contained in its letter
dated 31st May, 2019 imposing a fine of N91,125,000.00 on
the 1st Applicant and barring both Applicants from being directors
of public companies for a period of 5 years. They also pray the court to
quash the decision of the Commission appointing an interim management Team
for Oando Plc as contained in a press statement issued by the Commission on
June 2, 2019.
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The matter came up on June 22,
2020 and the court directed parties to take a further date for hearing
considering that the legal year was coming to an end. The matter was
accordingly adjourned to October 21, 2020 for hearing.
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14
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FHC/L/CS/964/2019 MR. MOBOLAJI OSUNSANYA VS
SEC & 2 ORS
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Same as above
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This is a fundamental human right
case filed by one of the directors of Oando Plc, Mr.
Mobolaji Osunsanya, challenging the decision of the Commission contained in its letter dated 31st May, 2019 which directed the
Applicant to resign from the Board of Directors of Oando Plc. His
major ground for seeking judicial relief is that he was not given the
opportunity of defending himself on the findings acted upon by the
Commission.
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This matter came up on June 22,
2020 for hearing and was struck out following the application of the
Applicant to withdraw the suit.
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15
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FHC/L/CS/965/2019 OANDO PLC VS SEC & 2
ORS
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Same as above
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This is a fundamental human right
case filed OANDO Plc seeking to nullify the directives of the Commission
contained in its letter dated 31st May, 2019 imposing
a total fine of N86,625,000.00 on it and directing the removal of its GCEO
and DGCEO as directors as well as the resignation of other members of the
company’s Board of Directors. The reliefs are also sought on the ground that
the company was not given the opportunity of defending itself on the findings
acted upon by the Commission.
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The matter came up on June 22,
2020 and the court directed parties to take a further date for hearing
considering that the legal year was coming to an end. The matter was
accordingly adjourned to September 30, 2020 for hearing.
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16
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FHC/L/CS/966/2019 MR. OLUFEMI ADEYEMO VS SEC
& 2 ORS
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Same as above
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This is a fundamental human right
case filed by Mr. Olufemi Adeyemo, one of the directors of OANDO Plc, seeking a judicial Order setting aside the
Commission’s directives contained in a letter dated 31st May, 2019
which imposed a fine of N91,125,000.00 on the Applicant and also
directed him to resign from the Board of Directors of the Company. The ground
upon which the reliefs are sought is that he was not given the opportunity of
defending himself on the findings acted upon by the Commission.
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The matter came up on June 22,
2020 and the court directed parties to take a further date for hearing
considering that the legal year was coming to an end. The matter was
accordingly adjourned to September 30, 2020 for hearing.
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17
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FHC/L/CS/1031/2019 – OANDO PLC vs MS MARY
UDUK & 2 ORS
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Same as above
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This is a Judicial Review
application filed by Oando Plc seeking for an Order of Certiorari to quash
the decision of the Commission contained in its letter dated 31st
May, 2019 imposing a total fine of N86,625,000.00 on it and directing that an
Extra-ordinary General Meeting of the company be convened on or before 1st
July, 2019 to appoint new directors. The Applicant also prays the court to
quash the decision of the Commission appointing an interim management Team
for the company as contained in a press statement issued by the Commission on
June 2, 2019. An interim Order of Injunction was granted restraining the
Commission from taking further steps in enforcing its decision being
challenged in this suit.
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The matter came up on June 22,
2020 and the court directed parties to take a further date for hearing considering
that the legal year was coming to an end. The matter was accordingly
adjourned to October 21, 2020 for hearing.
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18
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CA/L/53/2017
FHC/L/CS/767/15-BGL PLC &ORS VSEC
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The
Commission received over 40 complaints from investors against the BGL Group,
its subsidiaries and sponsored individuals alleging breach of trust and fraud
to the tune of about N5.8 Billion. The Commission lunched an
investigation into the affairs of the BGL Group and ultimately obtained a
court order which authorized it to set up an Interim Management Team (IMT),
for BGL Group. The IMT’s preliminary findings revealed that BGL Group was in
a critical financial state posing an enormous risk to both existing and
potential investors as well as the capital market as a whole. Some of the
infractions highlighted during the investigations included questionable
investments in unlisted and illiquid securities, contrary to the Commission’s
Rules and Regulations. The Commission took further administrative decisions
including the suspension of the Group from all capital market activities. The
company and its principal officers were also invited to appear before the
Commission’s Administrative Proceedings Committee (APC).
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This
action was instituted by the Plaintiffs challenging their suspension from the
capital market by the Commission. The Federal High Court on the 31st of
October, 2016, delivered its judgment striking out the suit for being
incompetent.
An
appeal was filed by the Appellants challenging the decision of the Federal
High Court in the matter.
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Briefs have been exchanged but no hearing date given yet.
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19
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CA/L/55/17
FHC/L/CS/1050/15-BGL &ORS VS SEC &ORS
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Same
as above
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The
Plaintiffs filed this suit challenging their invitation to appear before the
Commission’s Administrative Proceedings Committee (APC). The Federal High
Court on the 31st of October, 2016, delivered its judgment striking out the
suit for being incompetent.
This
appeal was filed by the Appellants challenging the decision of the Federal
High Court in the matter.
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Briefs have been exchanged but no hearing date given yet.
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20
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CA/L/56/2017
FHC/L/CS/121/16-BGL Asset Management Ltd &ORS VS SEC
&ORS
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Following
receipt of ten (10) fresh complaints from investors between May 20, 2015 to
November 10, 2015 with a total asset value of over N2.9 billion against BGL
Assets Management Ltd and its Sponsored Individuals, the Commission invited
the Plaintiffs again to appear before the APC.
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The
Plaintiffs resisted the invitation by filling this matter seeking for an
order restraining the Commission from convening the proposed APC.
The
matter was struck out on 31/10/16 when the court held that the defect in the application
for judicial review has robbed it of the jurisdiction to entertain the suit.
BGL Group being dissatisfied, filed an appeal at the Court of Appeal
challenging the ruling of the Federal High Court in the aforementioned
matters.
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Briefs have been exchanged but no hearing date given yet.
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