SEC Appoints Deloitte to Lead Forensic Audit of Oando as Firm’s Shares are Suspended on JSE

•  Market welcomes action

Goddy Egene

In furtherance of its resolve to carry out a forensic audit of Oando Plc, the Securities and Exchange Commission (SEC) has revealed that it has appointed audit firm, Akintola Williams Deloitte, to lead the team of experts to undertake the audit of Oando.

Other experts appointed by SEC are registrar, United Securities Limited; the law firm, SPA Ajibade & Co; Tjadap Consulting and Associates; and Nasiru Muhammad & Co.

This is just as the Johannesburg Stock Exchange (JSE) Thursday took a cue from the Nigerian Stock Exchange (NSE) by suspending trading in the company’s shares on the Johannesburg bourse.

SEC on Wednesday had directed the NSE to place Oando’s shares on full suspension for two days and place them on a technical suspension with effect from Friday, following its probe into two petitions received from two shareholders of the company – Alhaji Dahiru Barau Mangal and Ansbury Inc.

The suspension, according to SEC, was to enable it to conduct a forensic audit into the affairs of Oando, which has dual listing on the NSE and JSE.

“To ensure the independence and transparency of the exercise, the forensic audit will be conducted by a consortium of experts made up of auditors, lawyers, stockbrokers and registrars,” SEC said in a statement.

SEC explained that it had carried out a comprehensive review of the petitions from Mangal and Ansbury and found a breach of the provisions of the Investments & Securities Act (ISA) 2007; breach of the SEC Code of Corporate Governance for Public Companies; suspected insider dealing; suspected related party transactions not conducted at arm’s length; and discrepancies in the shareholding structure of Oando Plc, among others.
SEC said these findings were weighty and needed further investigation.

Providing more information on its probe of Oando, a senior executive of SEC, who preferred not to be named, said Thursday that the commission has appointed Deloitte to lead the team of experts to handle the forensic audit of the energy firm.

He informed THISDAY in a phone interview that Deloitte and the other firms that make up the forensic team were being brought in to validate the probe already done by SEC for the past three months, adding that it is only after the audit by external experts that the commission would take a final decision on Oando.

“We have been carrying out our investigation into Oando for three months and a lot of work has been done by SEC in this regard.

“But Deloitte and others will undertake the audit independently, so that they can validate what we have already done. It is only after this that a decision will be taken on the next course of action on Oando,” he said.
The official said the commission was committed to protecting the market and shareholders, adding that it would be thorough and professional in its handling of the Oando matter.

But even as the forensic audit was being awaited, the Johannesburg bourse said Thursday that it had suspended trading in Oando shares, pending clarification from the NSE on the matter.

According to Johannesburg-based Business Day newspaper, a statement was issued via the JSE’s Sens service Thursday morning saying Oando’s listing had been suspended “pending clarification following the review of subsequent correspondence received on October 18 from the Nigerian Stock Exchange and SEC”.

Since the suspension on the NSE, Oando has said it will provide a full statement of the company’s position as soon as possible.

The shares of Oando closed at N5.99 on Tuesday on the NSE. The stock had hit a year high of N9.57 before negative reactions by investors to the petitions led to a drop in the share price to the current level.

Mangal and Ansbury had petitioned SEC early this year, claiming majority ownership in Oando. They had also warned that the company was being mismanaged by the management led by Mr. Wale Tinubu.

They had pushed for the removal of Tinubu and his deputy so as to save it from going under.

One of the petitioners, Ansbury, had in its petition urged SEC to stop Oando from holding its Annual General Meeting (AGM), which still went ahead on September 11, 2017.

Ansbury had alleged serious financial abuse and accused the management of Oando of gross abuse of corporate governance tenets in its running of the company.

The petition titled, “Serious Concern to Corporate Governance Existence, Gross Abuse of Corporate Governance and Financial Management in Oando Plc – Request for Urgent Regulatory Intervention,” cited page eight of the company’s annual report of 2016, stating that “strong uncertainty regarding the going concern status of the group had already arisen in 2015 and strengthened in 2016 as clearly pointed out by the auditors in their report”.

However, SEC allowed the AGM to hold, saying that after the conclusion of its investigations, decisions taken at the AGM could be reversed.

Explaining their position on the AGM, the management of Oando had said the company had fully co-operated with SEC, availed the commission of all documents requested, and provided clarification and appropriate rebuttals to the issues raised.

But during its AGM in Uyo, Akwa Ibom State, the meeting was disrupted by protesting shareholders who decried the alleged mismanagement of the company.

Irrespective of the protest, Oando was able to get its resolutions passed at the AGM.
Meanwhile, reactions to the suspension order on the company’s shares started to trickle in from the market with several analysts welcoming the probe by SEC.

Speaking on the development, stockbrokers said it was necessary and would finally resolve the speculations and allegations surrounding Oando’s operations.

Veteran stockbroker and General Secretary of the Association of Stockbroking Houses of Nigeria (ASHON), Mr. Sam Onukwue, said the action of SEC was appropriate and within its powers as the apex capital market regulator.
“The investing public deserves to know the goings on in that company and to be protected from any governance infractions that could impair their investments.

“SEC’s action will further reassure investors of the strong regulatory environment now in place in our market,” he said.

Onukwue, who is the Managing Director of Mega Equities Limited, added that the regulator should ensure that the probe is done without fear or favour so as to safeguard the investments of many shareholders in the company in particular and the market in general.

Another senior stockbroker and Managing Director of Highcap Securities Limited, Mr. David Adonri, said this may be the beginning of the end of the company as a listed entity.

“For several years, the company has been a source of worry to investors and capital market operators. There has been a serious question mark on their honesty and corporate governance.

“On several occasions, they were accused of overtrading and minority shareholders requested for the resignation of the CEO so that investors confidence could be restored in the company.

“The company shares are widely held by investors, so its failure will have a negative impact on the capital market,” he said.

Also speaking on the condition of anonymity, another broker, however, urged SEC to tread with caution in order not to discourage other companies from accessing the nation’s capital market.

“It is true that Oando Plc has been in the news lately obviously for the wrong reasons. But from what we have read in the papers, the real problem is between just two or three shareholders. Their disagreement should not be allowed to impact negatively on other thousands of shareholders.

“SEC should look into the matter dispassionately and ensure equity and justice,” the broker said.
Oando is an integrated energy firm with expansive operations in the downstream, midstream and upstream segments of the Nigeria’s oil and gas sector.

It grew its portfolio in 2014 with the $1.5 billion acquisition of ConocoPhillips’ upstream assets when the U.S. oil multinational exited Nigeria.