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NI GERI A| CORPORATE GUI DES 112
CAPI TAL MARKETS
CN: What policy do you see as being your highest priority for
2009?
Mr. Musa Al-Faki : Uppermost in my priorities in 2009 is to con-
tinue to ensure zero tolerance for malpractices in the market.
Also, to put in place all necessary infrastructure to ensure that
investors protection is guaranteed. Furthermore, we are com-
mitted to enhancing market competition by improving on the
regulatory and legal environment considering the dynamic
nature of the market. This is expected to make the Nigerian
capital market an investment destination in line with Financial
System Strategy (FSS) 2020.
For my achievements, I do not think I am the best man to begin
to read them out. However, we at the Securities and Exchange
Commission (SEC), have continued to develop new instru-
ments and processes to further deepen the market which we
believe will, in the long run, translate to overall economic
development. We have also continued to sustain the relative
stability of the market with significant investor awareness.
How has the global financial crisis affected the Nigerian capital
markets?
e We are convinced that what is happening in our market is a
crisis of confidence, arising from the global financial crisis
which affected the Nigerian capital market marginally in rela-
tion to the entire market capitalization, which was NGN12.28
trillion (USD105.65 billion) as at the end of March, 2008 and
now NGN7.47 trillion (USD64.33 billion) as at November 26,
2008.
The fundamentals of the Nigerian Capital Market are very
strong. Besides, efforts are on to deepen the market and make
it more efficient with the entrenchment of sound corporate gov-
ernance practices. To this end, we are awaiting the reports of
the Committees on the Review of the Capital Market Structures
and Processes and Review of Corporate Governance, for us to
know the next line of action. The outcome of the work these two
Committees would help us to put some policies in place, to
strengthen the market and avoid a repeat of the current crisis.
What Policies have you put into effect to reduce corruption?
The Commission, in collaboration with Corporate Affairs
Commission mid-wife the production of the Code of Best
Practices on Corporate Governance for Public Companies
in Nigeria. This code is currently being reviewed by an
industry wide committee inaugurated by the SEC on 15th
September 2008.
Constant review of our laws and rules and regulations in
order to reduce breaches of market rules.
Zero tolerance for market infractions
Interview:
Corporate Nigeria (CN) talks to
Mr. Musa Al-Faki
Director General of the
Nigerian Securities and Exchange Commission (SEC)
Strong Fundamentals Have Made Nigerias
Capital Market Sound and Robust
This is expected to make the
Nigerian capital market an
investment destination in line with
Financial System Strategy (FSS) 2020.
CAPI TAL MARKETS
113 CORPORATE GUI DES| NI GERI A
What are the biggest challenges facing the SEC in its drive to
stamp out unethical practice in the market?
The Commission does not have adequate funds to carry out
its objectives.
There is need to strengthen the legal environment with SEC
having the legal backing to arrest and prosecute. SEC
should be given power of arrest like EFCC.
Inadequate knowledge by the populace on the operations
and benefits of the capital market.
Capacity building for the regulators and operators, partic-
ularly in the areas of new products and processes being
introduced to deepen the Nigeria market, which is cur-
rently dominated by equity trading.
How do you see Nigerian Financial system developing in the
future?
eThe prospects of the Nigerian Capital Market are very bright.
First and foremost, the market operates in an economy that
has a very large natural resource base, attractive to both local
and foreign entrepreneurs, large population which constitutes
a strong market for goods and services and substantial pool
of investible funds most of which are held outside the finan-
cial sector.
Another prospect of the capital market is in its attractive return
on investment. As far back as year 2003, the Nigerian Stock
Market was adjudged by the International Financial
Corporation (IFC) as one of the most rewarding in terms of
returns on investment. A capital market that is perceived by
foreign investors as vibrant, well regulated as well as possess-
ing investment potentials will continue to attract foreign par-
ticipation.
Perhaps the most important argument for the positive
prospects of the Nigerian capital market derives from the
vision of the present government to make the Nigerian econ-
omy one of the largest twenty economies of the world. The ben-
efits of this vision would naturally attract much more capital
for development. All these suggest that the capital market will
continue to play a prominent role in the steadily growing
Nigerian economy.
The Nigerian Bond market is currently quite underdeveloped.
You recently said that the financial system was 95 percent
equity based. Do you see this as a problem?
e Yes we recognize it and as such, the commission through
the bond market steering committee is making efforts to
resuscitate the bond market.
... the Nigerian Stock Market was
adjudged by the International
Financial Corporation (IFC) as one
of the most rewarding in terms of
returns on investment.
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CAPI TAL MARKETS
It must be noted that in July this year, the Securities and
Exchange Commission, the Nigerian Stock Exchange and the
Association of Issuing Houses of Nigeria jointly organized a
conference, on financing the 7-point Agenda of the Federal
Government through the Capital Market. We are convinced
that our recommendations arising from the conference would
further encourage the Federal, States and Local Governments,
even corporate bodies, to take advantage of the bond market
to meet their financing needs especially in the area of infra-
structure development.
Earlier this year, the SEC suspended its recapitalization exer-
cise for capital market operators. Why was it necessary to take
this decision?
e It was necessary to allow for a total review of the policy in
view of the misgivings and perceptions by some stakeholders
and also in light of the global financial meltdown.
The Board of the Commission will also revisit the recapitaliza-
tion at a later date, because we are convinced that companies
operating in the capital market must be well capitalized to be
internationally competitive.
Why should foreign investors consider investing in Nigeria?
Relatively stable political environment
The economic reforms which led to banking consolidation
that now enables our banks to operate at international
level.
Relatively easy entry and exit mechanism
Favorable international rating by Fitch Rating Agency and
Standard & Poors.
What advantages can foreign companies get from listing on the
Nigerian stock exchange?
It would have multiple ways of raising fund from the capi-
tal market.
It enables it to enjoy tax incentives.
For publicity purpose on one of Africas largest market.
Good Returns on Investment.
Regulation is in line with international best practice as
Nigeria is the second African country to qualify as signato-
ry to Appendix A of the International Organization of
Securities Commission (IOSCO) Multilateral Memorandum
of Understanding (MMOU).
All these suggest that the capital
market will continue to play a promi-
nent role in the steadily growing
Nigerian economy.
CAPI TAL MARKETS
115 CORPORATE GUI DES| NI GERI A
The Securities and Exchange Commission (SEC) is the apex
regulatory authority of the Nigerian capital market charged
with the dual responsibilities of regulating and developing
the market. The Commission is one of the major institutions
that has keyed into the Federal Governments Financial
System Strategy (FSS) 2020, aimed at transforming Nigeria
into an international centre and Africas financial hub.
Standardization of Practice
In line with international best practice and standards, SEC
has an Advisory Industry wide Committee on Auditing and
Financial Reporting, charged with providing leadership on
new auditing and reporting standards and considering case
of non-compliance by quoted companies. This is in accor-
dance with International Auditing and Assurance Standard
Board (IAASB). As part of the consolidation efforts within the
capital market, SEC has prescribed a new capital base for
capital market operators. This is designed to enhance oper-
ators efficiency and competitiveness. In addition, it is posi-
tioning players in the capital market to have access to more
capital in order to reap the benefits accruable from financial
market globalization. In its determined effort to ensure that
the domestic capital market is made competitive to attract
both local and foreign investment, the Commission has
reduced the capital market fees for both primary and sec-
ondary markets transactions.
Progressive Report
The Nigeria capital market has witnessed tremendous
growth in recent years. For instance, the all-share index has
risen steadily from 5,672.7 points in 1998 to close at a mete-
oric highest point of 51,330.46 as at the end of October 2007.
The total market capitalization equally increased consider-
ably from NGN262.5 billion in 1998 to NGN8.04 trillion as at
October 2007. The admission of SEC Nigeria into Appendix
A signatory to the Multilateral Memorandum of Under-
standing (MMoU) of the International Organisation of
Securities commissions (IOSCO) in 2006 in Hong Kong is a
testimony to the Commissions compliance with interna-
tional standards. The Commission has also signed bilater-
al MoU with several jurisdictions, including South Africa,
Ghana, China, Uganda, Tanzania among others. The
Commission is also set to launch a Code of Conduct for
Shareholders Association. This is intended to strengthen
them, while enhancing shareholders value and good corpo-
rate governance of public companies.
New Products
The SEC Nigeria, in line with the increasing demands of
clients, has launched new products to cater for specific
needs of the individuals and corporate organizations. The
Mortgage Backed Securities (MBSs) and Real Estate
Investments Trusts (REITs) are the latest in the market,
aimed at providing affordable mortgage finance to clients.
The Commission is making several efforts to make the
Nigerian market a preferred investment market for all
investors. For instance, the Commission is encouraging
investors to embrace e-dividend to tackle the unclaimed
dividend problem.
In partnership with Debt Management Office (DMO) and the
International Finance Corporation (IFC), the Commission
has played active roles in promoting the development of the
Bond market in Nigeria. This has further deepened the mar-
ket and enhanced the economic growth of the country.
The Prospects / Challenges
The SEC Nigeria has recorded solid achievements, especial-
ly with the countrys stable democratic governance and the
reforms in the financial sector. Investor confidence and
awareness has increased with the upsurge in capital mar-
ket activities.
The quality of service delivery has also been enhanced. A lot
of progress has been made with respect to the automation
of its processes through electronic filing, e-trading, remote
trading, e-bonus, e-dividends and electronic issuance of
securities among others. To ensure that the Nigerian capi-
tal market performs satisfactorily under the imperative of
globalisation, liberalisation, innovation and deregulation,
the challenge before SEC is to establish internationally com-
petitive market structures in areas of payment, trading,
clearing and settlement systems, listing requirements and
minimum infrastructural standards. In line with the FSS
2020, SECs vision is to transform Nigeria into a leading
international capital market centre and preferred invest-
ment destination in Africa.
Head Office: SEC Complex, Plot 272 & 273, Samuel Adesujo
Ademulegun Street, Central Business District, PMB315, Garki, Abuja
In Focus:
Securities and Exchange Commission
nurturing Africas preferred capital market
NI GERI A| CORPORATE GUI DES 116
CAPI TAL MARKETS
CN: You are a World Bank Economist, the chairman of BGL and
have served as Minister of Finance, Minister of National
Planning and Minister of Transport as well as the Board of
Governor of the African Development Bank and Member of the
Development Committee of the World Bank. Is the success of
the financial sector having a positive effect on the other sec-
tors of the economy? How can growth in the financial sector be
leverage to grow the economy as a whole?
Dr Idika Kalu: First, the financial sector witnessed many major
changes in recent years. One of the most important of course
was the consolidation of the banks. Essentially the normal
thing is for banks to undertake syndication when they have to
undertake large projects, but its also necessary at times to
deliberately beef up the capital capacity of the banking sector
as individual entities so they can fund, look out for, appraise
and finance larger projects. Essentially, despite the fact that
there were pros and cons as to whether you do this in a delib-
erate manner, or you allow the system to grow with the rest of
the economy. You get big banks and the economy gets bigger.
Nonetheless I think it has been accepted that the deliberate
effort to reduce the multiplicity of banks from about 85 to 25
has been good in itself, because you are setting up in individ-
ual banks a greater financial muscle than you would have had
otherwise.
Of course this has been one of the reasons a few of us have also
cautioned this notion that the Nigerian financial sector will
become a hub. You have to look at the whole metrics. You cant
just take the financial sector and leave other sectors. You have
to think of how the other sectors will also be viable sectors.
This will need to be done and it takes time to build the human
capacity, grow the critical infrastructure like power, water for
domestic and industrial use, access roads, and education. All
these require deliberate planning and even though some of us
started talking about liberalization, globalization, that didnt
mean you didnt have to plan. That is the basic economic con-
strain that you have so many needs and you dont have enough
resources to meet them, so you have to continue to plan.
Planning will make the economy more attractive for foreign
investors.
More and more projects are being financed after the PPP model.
What do you think are the benefits of the PPP financing?
e There has always been public-private partnership whether
they work together or separately in the same sector. The whole
idea of privatization in the first instance is that in many coun-
tries, including the well advanced countries, the governments
were into so many things that are better done by the private
sector, particularly in the developing countries.
Interview:
Corporate Nigeria (CN) talks to
Dr. Kalu Idika Kalu
Chairman BGL Limited
Planning is the Key to Success
Planning will make the economy
more attractive for foreign investors.
These are the things that the new
set-up in the financial sector has to
be alive in order to leverage fully
every resource that they have.
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117 CORPORATE GUI DES| NI GERI A
NI GERI A| CORPORATE GUI DES 118
CAPI TAL MARKETS
What has changed now?
e A lot of it is a lot of talk, particularly changes in the financial
sector where it is not easily appreciated the kind of lumpy
investment you really need, the kind of structured finance you
really need in terms of lower costs, because the economy
itself cannot absolve the high cost of commercial investment,
so you need public service long-term fund to get the quality of
infrastructure that you need. But people dont understand that
and they think the private sector can just move into building
bridges and power stations.
The much talked about public-private partnership is really
rehashing what has always been the case. What is very impor-
tant is that we should recognize them. Government cannot do
everything and government should not seek to do everything.
The private sector cannot abandon its profit motive, more or
less profit maximization mode.
The other question is the capacity, manpower, the engineer-
ing skill, management skills and the technology that is involved
in all of these. All of these have to come together for PPP to
work, otherwise we just spend a lot of time talking and the
bridges, roads, railways, ports etc. are not built. We talk about
concessioning but unless the private sector can see the pro-
file of returns, we should try and see the efficacy of medium
and long-term financing, that gives you the grace period which
also permits substantial learning period to develop the skills,
managers and technologies.
Manufacturing Sector contributes with a relatively low per
centage to GDP. Would it be healthier to invest more in the
manufacturing area?
e By now the agriculture sector should have been much more
developed and diversified, should really have declined in an
absolute sense in terms of its proportion of GDP. There is so
much confusion. We are taking pride in how much agriculture
contributes to GDP. That is not something to be proud of. That
shows you that the GDP is still very low. The agriculture sector
should grow and contribute even more, but its relative size in
line with what has happened worldwide, should really be shrink-
ing. There should be less people going into agriculture, the pro-
ductivity should be rising. There should be corresponding shifts
in the structural composition of agricultural production. That is
how you measure progress, not just in the fact that it is still con-
tributing 30-40 per cent when it shouldnt be less that 16 per
cent. It shows that the sector is not moving and even more so
that the overall economy is not growing, that is why - despite the
fact that agriculture is not modernized - it is still contributing
so much.
Education and Health Care are two major federal and state
government responsibilities. How should the private sector be
involved in improving these sectors?
e These are two areas where you dont even need to preach.
It is the normal thing that education is such a big industry and
the health sector a big service sector that we cannot expect
every facility to be owned by government or to be run by gov-
ernment. That is why government has to make sure it mobi-
lizes resources to build up the private sector so the private sec-
tor can now play its own part in this. The public private
partnership subsumes a very important critical seminal role
by the public sector and then the private sector can take it over,
where the private sector is providing funds to build classes and
hospitals, but you dont just start before the private sector has
matured enough to be able to have reinvestible surplus that you
need. Finance is one thing but also to groom the technical skill
and the managerial skill, to just take over these things. These
government funds should be used to build up the private sec-
tor. When they are grown up, they take over from there. But
before you do that you cant just start talking PPP and expect
the private sector to start doing all sorts of things.
Due to the relative poor performance, relative in the sense that
by general African standard, and you are looking at macro
aggregate, Nigeria is one of the growing countries. But in rela-
tions to potentially what was possible, as I worked in Korea in
the 70s as a staff of the World Bank. Korea had nothing. In
those days, they imported air for windmills, imported leathers
to make shoes, imported petrochemicals to make plastics for
sells. By the mid-seventies it was clear to them that those that
own those things - the Malaysians and Philippines - were now
in the position to compete with them because they didnt have
the raw materials. That was the origin of the structural adjust-
ment. They had to restructure their economy to move up the
technological scale into capital goods, into shipping, electron-
ics, refineries etc. That is the meaning of structural adjustment
and that has been totally misunderstood in developing coun-
tries. One example is Nigeria. To restructure an economy, so
that it can stay competitive means you have to change skills,
watch your exchange rate, and watch your monetary and fis-
cal policies and above all your manpower because you have to
retrain your people to move into your new line of enterprise.
Now, in all of these, education is important. As I said we had
the opportunity of maintain the high standard we inherited
from the British. It was not exactly European standard but it
The private sector essentially has to
behave just like the foreign investor
except that he is an indigenous
employer. He has to show the example
to the foreign investors, whether in
terms of meeting up his obligation to
government, maintaining the
facilities given by government.
CAPI TAL MARKETS
119 CORPORATE GUI DES| NI GERI A
was fairly comparable by just sticking to those standards. To
train the teachers properly, to maintain the merit system, to
maintain the space-more chairs, more space, more labora-
tory space, more library, more teachers etc. in proportion to
the growth. We didnt do that. If you see African classrooms,
whether in Nigeria, Ghana or Somalia they all look the same,
very few exceptions. But if it is excusable for some of them, it
cannot be excusable for Nigeria, because we had not only the
wherewithal but also the basis for leverage to make the naira
or dollar go as far as it can go within the financial premise. You
can provide more for a given cash element. That is the basis of
modern credit but here we still pride ourselves in buying a car
with cash.
The aim of Corporate Nigeria is to inform the global business
community about business, trade and investment opportuni-
ties in Nigeria. What are the key reasons for foreign investors
to invest in Nigeria?
e At this stage of our development, which is 48 years after
independence, it would seem as if this question will become
so obvious. Perhaps the reason why it is still relevant, is a
measure of what we have failed to do. As you know this is one
of the largest economies by the broad indicators of population
size. Resource endowment evenly distributed among the
regions cotton, leather, tin, columbite, oil, palm-oil, cocoa
as well as other agricultural products and on top of that the oil
and gas. Many investors want to invest in a country, where you
dont have to be looking at exporting to the neighboring coun-
try or region, where if the plant is just set up here, the prod-
ucts can be bought off here and you dont have to worry about
trade and export problems. So the issue of scale, resource size,
economic size, differential vegetation, is important. I think
there are many reasons foreign investors will invest here.
What should the government and the Nigerian private sector,
be doing to encourage investment in Nigeria?
e First, we look at what government should do. For some for-
eign investors, who are already trapped here, obviously no
matter what you do they cant just leave. So we are not just
talking about keeping those who are here but also attract new
people. It is not just writing an investment code that is com-
petitive on paper, it has to be dynamically competitive so that
the investor would know that he is not at a disadvantage for
coming here or staying here instead of going to Ghana, Angola
or South Africa. So the laws have to be dynamic with an eye to
what obtains everywhere. In many cases some of our politi-
cians dont really understand this. They think that everybody
is trapped so they can just do anything and weve seen that in
the oil sector because I have made a point that if government
feels that oil companies are not doing what they should do they
should call them together and rewrite the regulations and
make sure they obey the rule. The legal regime must be right,
it must be competitive and there should be security. Security
is very important. I dont care what kind of rating you get from
Standard or whatever organization; if you dont have security
those ratings dont mean anything. There has to be security,
there has to be legal process that is competitive because the
investors can lose all he has or hell be discouraged from
investing if he thinks that once he puts in his money there is
no redress, anybody can literally bash him over the head. So
the legal system, the security system, the infrastructure must
be right.
The developing countries that attract a lot of investment are
those countries that have made it attractive for the investors.
Its almost like where an industrial area is in place and you just
bring your equipment and plug-in. You dont expect the guy to
come and has to literally build his road into the jungle. Security
is very important.
The private sector has to learn the rules of the game. The pri-
vate sector essentially has to behave just like the foreign
investor except that he is an indigenous employer. He has to
show the example to the foreign investors, whether in terms
of meeting up his obligation to government, maintaining the
facilities given by government. I think that a good private sec-
tor would immediately begin to see how it can work with the
public sector to advance the overall goals of the economy. But
right now, it is more talk.
Crusader Nigeria plc (Crusader) has
been on a technical suspension on the
floor of Nigerian Stock Exchange (NSE)
since 15 February 2008 following its
plans to embark on a public offer. The
planned offer, which is coming two years
after the company raised NGN3 billion
from the capital market, was however
over-delayed by the bearish trend of the
market and the purported moves by the
company to restructure its business as
a group of companies. But since the bear
appears to have overstayed its domi-
nance of the market, Crusader decided
to restructure its planned offer in form
of a debenture instead of ordinary
shares.
With the offer, the company intends to
rake in NGN4 billion at a semi-annual
coupon rate of 12% to investors. In addi-
tion to this, Crusader is also offering a
total of 797,884,198 ordinary shares in
form of rights at NGN4.50/share.
According to the company, the 5-year
debenture stocks can be converted to
ordinary shares at any point post allot-
ment but at the current market price of
NGN7.35/share.
Purpose of the offer:
The expected combined net issue
proceeds of about NGN7.086 billion is
to be utilized as follows (see table).
Method of offer:
Rights issue and offer for subscrip-
tion of convertible debenture stock
Payment:
In full on application
Price:
convertible debenture stock mini-
mum of NGN5,000; rights issue
NGN4.50 per share
Opening date: 22 September, 2008
Closing date: 31 October, 2008
Company details History
Crusader Nigeria plc formerly
Crusader Insurance (Nigeria) plc com-
menced business in Nigeria as a branch
of Crusader Insurance Company,
Reigate, United Kingdom in 1965 and
was incorporated in Nigeria as a
Nigerian private limited liability compa-
ny in 1970. The company started opera-
tion as a life company offering life and
pension products and services. The
recent recapitalization directive of the
insurance regulatory body in the country
National Insurance Commission
(NAICOM) resulted in mergers/acquisi-
tions agreements between Crusader
and four insurance companies namely
Royal Trust Assurance Limited, Golden
Insurance Company Limited, Refuge
Insurance Limited, Trust and Guarantee
Insurance Company Limited, and
Admiral Insurance Company Limited.
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Crusader Nigeria Plc
Strategic approach in a bearish market