SEC, Oando reach truce to protect shareholders

After four years of rift, the Securities and Exchange Commission (SEC) yesterday, announced that it has entered into a settlement with Oando Plc in the interest of the shareholders of the company and the capital market.

This was contained in a circular released and signed by the management of the commission yesterday.

According to the circular, the company has reached a settlement with the commission on the following terms amongst which are the immediate withdrawal of all legal actions filed by the company and all affected directors; payment of all monetary penalties stipulated in the commission’s letter of May 31, 2019, and an undertaking by the company to implement corporate governance improvements.

Part of the terms also requires the submission by the company 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.

According to the SEC, “Pursuant to the powers conferred on the SEC 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 Company).

“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.

The commission said the decision was 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.

It further reiterated its commitment to ensuring the fairness, transparency and integrity of the capital market, while upholding its mandate to protect investors.

The commission said in 2017, it received petitions from two shareholders of Oando alleging corporate governance lapses, mismanagement among other complaints.
SEC said the investigations were conducted into the activities of the energy firm and observed certain infractions and violations of SEC laws by some members of the board.

Following the investigations, the SEC sanctioned the firm and its affected directors in May 2019.

Oando, in response to the commission’s action, challenged the directives in multiple court cases. This included the indefinite suspension of its AGM in June 2019 and a proposed plan to institute interim management to appoint a new board of directors and a new management team for the energy firm.

SEC explained: “One judgment of the Federal High Court, Lagos has held that the Federal High Court Nigeria lacks the jurisdiction to entertain the dispute as the jurisdiction lies with the Investments and Securities Tribunal

“Three judgments of the Federal High Court, Abuja, have held that the Federal High Court Nigeria lacks the jurisdiction to entertain the dispute as the jurisdiction lies with the Investments and Securities Tribunal.

“One judgment of the Federal Capital Territory, High Court Bwari Abuja, has held that the Federal Capital Territory High Court Abuja has the jurisdiction to entertain the matter and granted the reliefs sought by the applicants.

“One judgment of the Federal High Court, Kano has held that the Federal High Court Nigeria has the jurisdiction to entertain the dispute and granted the reliefs against the Commission.

“Given the conflicting judgments, the Commission hereby advises the public that in line with the law and the pending appeals/applications for stay of the various judgments, parties and relevant stakeholders are enjoined to maintain status quo, which includes the suspension of the annual general meeting, pending the determination of the cases and the appeals.”