E-Financial
SEC, Others Cautioned On Cost Saving Measures, AGM Reports Dispatches
Due to the diverse shareholding of public companies, a well regulated environment is paramount for efficient operation and adequate protection of investors’ funds, however, the Securities & Exchange Commission (SEC), the apex regulator for the capital market (CM), the Bulkpost Ventures (BPV) of the Nigerian Postal Service (NIPOST), the courier operators and ultimately, the shareholders, are expected to play the game according to the industry’s rule, to avoid losses.
The lingering issue resonated at the Bulkpost Venture Customers’ Forum/Dinner Night held in Lagos recently, where the regulator, the operators and the shareholders sat to discuss on the topic, “Cost Saving Measures And The Capital Market Rules: The Role Of Securities And Exchange Commission In The Dispatch Of Annual Reports And Notices To AGM To All Shareholders”.
However, shareholders and courier operators are of the view that whatever measures reeled out must contain provisions for the protection of the minority or the shareholders in the industry, while upholding their fundamental rights.
Essentially, stakeholders have over the years used the Forum to throw up, brainstorm on and address critical issues that touch the basics of capital market, while professionals have discussed issues ranging from mail-handling, mail-security, addressing system, crime and its prevention, conversion of warrants, safe delivery of capital market mails, among others.
This year’s forum was no difference as arguments swung from left to right, with SEC seeking for safety from literal ‘missiles’ emanating from shareholders, courier companies and even NIPOST.
The Issues:
Setting the ball rolling, Mallam Mori Baba, postmaster general of the Federation (PMG), said the Service chose to take up its responsibility primarily in the best interest of the Capital Market and the shareholders in general.
Mori Baba represented by Dr. Simon Emeje, senior assistant postmaster general and head of Courier Regulatory Department (CRD), said that the topic for the day was a true reflection of the concern of the Venture as a key player, about the happenings in the CM, and their effects on the general well-being of all the industry and shareholders.
He said, “This is more-so as we, corporate entities and/or individuals, are all in one way or the other affected by this measure either as regulators, operators and/or shareholders. Consequently, some fundamental questions the theme for this year’s programme has thrown up and hopefully would be addressed by the chief regulator of the capital market should include but not limited to should cost saving measure result in breaking established statute rules with impunity? In whose interest is the cost saving measure if shareholders are denied access to information concerning their companies?”
The PMGF also sought to know, “Is provision not made for the printing and dispatch of the reports and notices in the company’s account? What happens to such fund afterwards? Is this cost saving measure not an infringement on the fundamental rights of the shareholders? What is the effect on the shareholders, especially the capital market mail delivery chain? Why has the regulator no punished erring companies as a deterrent?”
He also said that, “SEC should in the interest of fair play, justice and equity address the mind boggling issues once and for all”.
Dispatch Of Annual Reports & Benefits: SEC’s Role
Ms Arunma Oteh, director general of SEC (Nigeria) DG represented by Mrs Molokwu Uche head, SEC, Lagos Zonal Office, admitted that given the diverse shareholding of public companies, a well regulated environment is required for efficient operation and adequate protection of investors funds.
She added that “Governments worldwide set up various regulatory bodies to enhance performance”.
In Nigeria, SEC is the apex regulator for the capital market, Corporate Affairs Commission, Financial Reporting Council, Nigerian Stock Exchange (NSE) a Self regulatory body amongst others.
She said that, the responsibility for evolving specific cost savings strategies for optimal performance, however, lies with individual corporate organisations.
Taking solace on SEC and CAC Rules as regard dispatch of reports and benefits, Molokwu, invoked ISA No.29 of 2007 where SEC was charged to focus “on adequate disclosure from market participants to enable informed decision making while Corporate Affairs Commission (CAC) as empowered by Companies & Allied Matters Act (CAMA)2004 has responsibility for ensuring adequate framework for corporate organizations in Nigeria (incorporation and winding up as well as provisions with respect to meetings, procedures, financial statements, shares etc.)
“CAMA 217 Notice of meetings – twenty one days from the date on which the notice was sent out. CAMA 220 Service of notice: A notice may be given by the company to any member either personally or by sending it by post to him or to his registered address.
Challenges And Global Trends On Cost Saving
The keynote speaker said that, “SEC rules support cost saving measures by allowing electronic dispatch of documents to shareholders. The rules are not static but are subject to amendment as issues deserving consideration are brought up. Inputs from stakeholders are solicited and deliberated upon before finalization”.
Other challenges she mentioned are, reoccurring problems with mail distribution system; sharp practices of some courier companies still with many undelivered mails; compact disks’ now in use for companies annual reports; website for Information sharing – a growing trend.
She added that SEC’s key responsibility is shareholders’/investors’ protection hence empowered by ISA it has the responsibility of releasing rules that are fair, objective and in the interest of investors in particular .
“The Commission is poised to provide an enabling environment for an efficient capital market in Nigeria. All hands however must be on deck for the actualization of a growing market where efficient performance through adequate cost saving measures is the watch word”.
In spite these explanations, Mr Bayo Adeleke, general secretary, Independent Shareholder Association of Nigeria (ISAN), said SEC’s regulatory framework has been skewed against the shareholders, especially those with fewer units of shares in companies.
He wondered why SEC thinks digitalization of annual reports is the ultimate hence majority of the shareholders cannot be able to afford the gadgets that will aid them in digesting the minutes, like laptops, or tablets.
To him, the agenda is for the rich among them; hence connectivity is still a big issue with regards website postage of annual reports.
To save cost, Adeleke suggested that nobody is allowed to buy less than 100, 000 unites of shares during the public offers; this is to curtail the printing of over 500 pages of annual report for individuals with as low as seven unites of shares.
Reacting on the debates, particularly on late delivery of mails, Dr, Mike Umo, general manager, Bulkpost Venture (BPV) and the host, said, “What they are saying is not correct. The problem is that the concerned authorities are not sticking to the 21 days as spelt out in the law. We want revenue, so whenever they bring the mails, especially the annual reports, we will collect and deliver them. The fact remains that we do no keep any mail more than 24 hours.
“Most times, we even employ people from outside. They will always want to hide under Bulkpost, when they cannot give reasons for not delivering”.
On the shortage of annual reports, he said, “It is an obvious situation that companies do not print annual report to go round the shareholders. What SEC representative said that any infraction should be reported and addressed; the thing is an obvious situation, whether CD or hardcopy, it is the same story. As the GM of Bulkpost, I have no right to go and report to SEC, rather the shareholders.
Nodding in agreement, Mr. Okey Ubah, managing director and chief executive officer of Ebony Express Limited, said that, the cost saving measures been brandished by the SEC can only be applicable when issues concerning the profitability of stakeholders in the sector are taken into cognizance.
He cited the ban on commercial motorcycles in States like Lagos, Port Harcourt, among others, as inimical to their operations.
He asked, “Why is that certain policies and laws been put in place by the Government and the Agencies do not look into the cases of certain stakeholders or practitioners in the industry. With the ban on commercial motorcycles and heightened by operations of overzealous security agencies; that aside, SEC should know that before adopting any cost saving measure, it should not be skewed against practitioners like courier companies. Remember, we are talking about job cut, because when companies cannot see jobs to deliver they will resort to downsizing”.
According to Ubah, for the issues to be addressed, they should be more engaging platforms where representatives of the regulator, the operators and the shareholders can discuss on way forward.
Since Bulkpost Venture debuted in year 2000 as a marketing outfit of NIPOST, it has continuously organized the Forum, meeting its social obligations to the teeming customers.
BPV uses the opportunity to reward individuals and organizations and bring up issues that are germane for academic discussion.
Securities and Exchange Commission (SEC) has issued an urgent directive requiring all capital market-regulated entities (CMREs) to immediately subscribe to Nigeria’s Sanctions (NigSac) Alerts system.
Effective immediately, failure to comply with this, or other AML/CFT regulations, may result in severe fines, suspension of operations, or revocation of registration.
This follows fresh designations by both local and international authorities of individuals and Bureau de Change operators for alleged direct involvement in terrorism financing and material support to the Islamic State West Africa Province (ISWAP).
The directive, according to three circulars issued by the apex capital market regulator, requires a mandatory compliance measure with threats of fines, operational suspension, or outright registration revocation for non-compliance.
The directive, pursuant to the implementation of Financial Action Task Force (FATF) statements on high-risk jurisdictions, signals an escalation in Nigeria’s anti-money laundering and counter-terrorism financing regime.
The SEC’s broader circular implementing FATF high-risk jurisdiction statements reflects Nigeria’s heightened exposure to international scrutiny. SEC, in line with directives from Central Bank of Nigeria (CBN), now requires CMREs to terminate all correspondent banking relationships with listed high-risk jurisdictions, business entities and individuals.
“In line with the provisions of the Terrorism Prevention and Prohibition Act (TPPA), 2022, the Nigeria Sanctions Committee (NSC) has designated six (6) Individuals and three (3) Entities as terrorist financiers and subsequently added them to the Nigeria Sanctions List,” SEC stated in circular to all market operators.
The circular mandated all capital market regulated entities and individuals to do the following:
“Immediately, identify and freeze, without prior notice, all funds, assets, and any other economic resources belonging to the designated persons and entities in their possession and report same to the Secretariat of the Nigeria Sanctions Committee;
“Report to the Secretariat of the Nigeria Sanctions Committee any assets frozen or actions taken in compliance with the designation, including attempted transactions;
“Immediately file a suspicious transactions report to the Nigerian Financial Intelligence Unit (NFIU) for further analysis on the financial activities;
“Report as a suspicious transactions report to the NFIU, all cases of name matching in financial transactions prior to or after receipt of this Sanctions List;
“Subsequently prohibit dealings with the designated persons and entities; and continue to check for transactions relating to the designated persons and entities and report findings to the Nigeria Sanctions Committee through [email protected]”, SEC stated.
“Take Note that at all times, any unusual or suspicious transactions shall be promptly reported to the NFIU,” SEC warned.
According to the capital market apex regulator, the circular takes immediate effect and failure to comply with the directives constitutes a violation of the Investments and Securities Act, 2025, and the SEC AML/CFT Rules and Regulations and such failure would attract appropriate regulatory sanctions, including fines, suspension of operations, or revocation of registration.
The directive implies that capital market operators should immediately audit their AML/CFT technology stacks to ensure NigSac Alerts subscription and automated flagging capability.
CMREs are required to file suspicious transactions reports with the Nigerian Financial Intelligence Unit (NFIU) for any name matching with designated individuals and entities, whether such matches occur pre- or post-transaction.
The obligation extends to reporting all funds frozen and actions taken in compliance with designations to the NSC Secretariat via [email protected].
The designations also create secondary compliance obligations: CMREs must now maintain watchlists that incorporate designations from both the NSC and US Treasury, as regulatory expectations implicitly track international sanctions coordination.
For institutional investors and fund managers, this translates to enhanced due diligence on counterparty relationships, particularly where transactions flow through informal financial infrastructure or jurisdictions flagged under FATF increased monitoring status.
The Africa Finance Corporation (AFC) has raised CHF350 million, about $430 million, through a five-year digital bond, marking a major step in the use of regulated digital financial infrastructure by an African institution.
The transaction is the first time an African institution has issued a digital bond that is listed, traded and settled on a regulated digital exchange. It is also the largest digital bond ever issued in the Swiss franc market, according to AFC.
The deal strengthens AFC’s access to international investors as the Lagos based development finance institution seeks to diversify its sources of funding and raise more long-term capital for infrastructure and industrial projects across Africa.
The bond carries a coupon of 1.4925 percent and forms part of AFC’s wider $500 million benchmark funding programme issued in June 2026. Despite a difficult global environment marked by geopolitical tensions, the transaction attracted strong investor demand.
AFC is rated A with a positive outlook by S&P Global Ratings and A3 with a stable outlook by Moody’s Ratings, giving the institution an investment grade profile in international debt markets.
Swiss investors accounted for about 90 percent of demand, while international investors made up the remaining 10 percent. Banks and other financial institutions accounted for 57 percent of the order book, followed by asset managers at 37 percent and hedge funds at 6 percent.
“This transaction is about far more than achieving competitive pricing. It marks another significant milestone in AFC’s funding journey and underscores the confidence global investors continue to place in our strategy, credit strength, and development impact,” Samaila Zubairu, President and Chief Executive Officer of AFC, said.
Zubairu said continued diversification and innovation in AFC’s funding strategy would be important to mobilising the long term capital needed to support Africa’s industrialisation and economic transformation.
The transaction is AFC’s fourth and largest Swiss franc denominated issuance. It follows a CHF150 million green bond issued in 2020, which was the corporation’s first green bond transaction.
Banji Fehintola, Executive Board Member and Head of Financial Services at AFC, described the latest issuance as an important milestone for the corporation’s funding programme.
“Pricing the largest digital bond ever issued in the Swiss Franc market reflects not only the strength of AFC’s credit but the depth of trust that Swiss and international investors have placed in our strategy over time,” Fehintola said.
The bond was issued under AFC’s $5 billion Global Medium Term Note Programme and is structured as a tokenised security using distributed ledger technology. Ownership is recorded on a regulated digital register, while settlement takes place through regulated digital market infrastructure.
The notes are listed and admitted for trading on the SIX Swiss Exchange and deposited with SIX Digital Exchange. Clearing and settlement are handled through SIX SIS AG.
The structure gives AFC access to an alternative form of capital markets infrastructure while showing how distributed ledger technology can be used in institutional debt markets under established regulatory standards.
The proceeds will be used for AFC’s general funding needs, supporting its capacity to finance infrastructure and industrial projects across Africa.
Commerzbank AG acted as technical lead for the transaction, while Deutsche Bank AG London Branch, through its Zurich branch, also participated in arranging the deal.
For AFC, the issuance adds to a series of capital markets transactions designed to broaden its funding base and reduce dependence on a narrow group of financing sources.
The strong demand also points to continued investor appetite for African development finance institutions with established credit profiles, particularly those capable of accessing international markets while using new financial technology within regulated frameworks.
KudiWave Technologies Limited has raised questions over the transfer of N750,369,439.04 from its account with PalmPay Limited, seeking clarification on the timing, destination and circumstances surrounding the transaction.
In a statement, on Tuesday, KudiWave said the disputed debit was recorded on July 15, 2026, under the narration “Judicial Adjustment”.
The company said it was not notified of, or did not authorise, the transaction.
According to KudiWave, it had already approached the Federal High Court in Lagos to challenge an earlier order affecting its account.Politics News Service
The company said its application, filed on July 3, sought to set aside the June 29 order and stay its execution.
“The motion was heard on July 13 and adjourned for ruling. Two days later, the N750.37 million was transferred out of the account,” the company said.
KudiWave further stated that PalmPay had been served with the application before the July 15 transaction and did not file a counter-affidavit opposing the application.
The company also raised questions about an earlier movement of funds on July 11, which it said became apparent after access to the account was restored.
According to KudiWave, its account records showed that the funds were moved on July 11 and returned the same day before another transfer was recorded on July 15.
“PalmPay moved the money on July 11 and sent it back that same day. They then took it out again on July 15. When the account was opened, we saw how the money had been moved around while the account was frozen and we were not aware of it,” the company said.
The dispute followed an ex parte order obtained by the Inspector General of Police through officers of the Police Special Fraud Unit in Ikoyi, which placed restrictions on accounts belonging to several parties, including KudiWave, pending investigation.
The restriction was subsequently implemented on KudiWave’s account with PalmPay.
Further proceedings were filed under Suit No. FHC/L/CS/795/2026 before Justice Ibrahim Ahmad Kala of the Federal High Court, Lagos Judicial Division, in relation to funds standing to KudiWave’s credit.
KudiWave said the court granted an application on June 29.
The company subsequently challenged the order, arguing that it had not been properly served with the processes leading to the decision and had not been effectively brought before the court when the application was heard.
According to KudiWave, Justice Kala considered the company’s subsequent application on July 22 and set aside, vacated and discharged the June 29 order.
The company said the court also directed that the restrictions placed on its account be removed.
KudiWave further stated that the court examined the circumstances surrounding the purported service of the processes and raised questions about whether leaving documents at a gate, without sufficient indication of the company’s specific address, amounted to effective service.
The company quoted the court as describing the circumstances surrounding the service as “very curious”.
KudiWave also said the ruling recognised the court’s inherent power to set aside its own decision where circumstances justify such intervention.
The July 22 ruling came after the July 15 transfer.
KudiWave, however, said the transaction should be considered in the context of the fact that the June 29 order was already being challenged and that its application had been argued before the court two days earlier.
The company has also questioned the destination of the funds.
According to KudiWave, its understanding of the June 29 order was that the identified funds were to be transferred to a designated Police Recovery Account associated with the Police Special Fraud Unit.
The company said its account records instead indicated that the N750,369,439.04 was transferred to an Access Bank business account.
KudiWave said it wants clarification on the identity of the beneficiary, the instruction that authorised the transfer and the basis for the July 11 movement of funds.
“The issue for us is simple. If the order identified a particular account for the funds, there must be a clear explanation of why our records show the money going elsewhere and who ultimately received it,” the company said.
KudiWave said it was seeking a reconciliation of transactions carried out on its account during the restriction period and was considering further legal and regulatory steps in relation to the disputed transactions.
The company also said that, during earlier efforts to resolve the restriction, Barrister Prince Oko, its Company Secretary, met with officers of the Police Special Fraud Unit.
KudiWave alleged that a request for N50 million was made in connection with efforts to remove the restriction and said the company rejected the request.
The allegation has not been independently established and has not been determined by a court.
KudiWave maintained that its concerns do not relate to compliance with lawful court orders but to whether the transactions involving its funds were carried out in accordance with the terms of the relevant judicial directive.
The company said it wants clarification on the July 11 transactions, the subsequent N750,369,439.04 transfer on July 15, the destination of the funds and the circumstances surrounding the transactions.
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