The Securities and Exchange Commission (SEC) and Oando Plc have agreed to enter an out of court settlement allegations of capital market manipulation leveled against the latter by the former.
The announcement of the agreement was contained in a circular by the SEC in Abuja Monday and published on its website.
The Commission said Oando PLC reached the settlement agreement with the Commission “without accepting or denying liability”, in the overriding interest of the shareholders of the Company and the capital market.
The Commission listed the terms of the out of court settlement agreement to include, amongst others, immediate withdrawal of all legal actions filed by the Oando and all affected directors; payment of a monetary sum, and an undertaking by Oando to implement corporate governance improvements.
The Commission said part of the terms of agreement also required the submission by Oando of quarterly reports on its compliance with the terms of the Settlement Agreement; the Investments and Securities Act, 2007; the SEC Rules and Regulations; the National Code of Corporate Governance and the SEC Guidelines to the Code of Corporate Governance.
Part of the circular read: “Pursuant to the powers conferred on the Securities and Exchange Commission (the Commission) by the Investments and Securities Act 2007, and the Rules and Regulations made pursuant thereto, the Commission on Thursday, July 15, 2021, entered into a Settlement with Oando Plc.
“The Commission in its letter to the Company dated May 31, 2019, gave certain directives and imposed sanctions on the Company, following investigations conducted pursuant to two petitions filed with the Commission in 2017.
“The Company and some of its affected directors had challenged the said directives in a series of suits commenced at the Federal High Court. “However, the Company subsequently approached the Commission for a settlement of the matter, and both parties have now agreed to settle in consideration of the impact that a further prolonged period of litigation would have on the Company’s shareholders and the value of their investments as well as remedial measures to be put in place by the Company in enhancing its corporate governance practices and strengthening its internal control environment.”
Reiterating its commitment to ensuring the fairness, transparency and integrity of the capital market, SEC promised to uphold its mandate to protect investors in the Nigerian capital market.
In 2017, SEC received petitions from two shareholders of Oando Plc, Dahiru Mangal and Ansbury Incorporated, alleging corporate governance lapses, mismanagement of the company etc. and certain infractions and violations of securities laws by some members of the Board of the company.
The Commission said it decided to probe the allegations to protect public interest and the integrity of the capital market.
At the end of the probe, the Commission said it discovered issues of breach of the provisions of the Investments & Securities Act 2007, breach of the SEC Code of Corporate Governance for Public Companies, suspected insider dealing, related party transactions not conducted at arm’s length, and discrepancies in the shareholding structure of Oando Plc. among others.
The Commission said based on its findings it decided to sanction the company and the affected directors.
In reaction, Oando linstituted several cases in court challenging the Commission action.
SEC proceeded to order full suspension of trading on the shares of Oando Plc on the floor of the Nigerian Stock Exchange, triggering a crisis that impacted the fortunes of the company.