The Chief Executive Officer
Nigerian Stock Exchange
The Director General
Securities & Exchange Commission (SEC)
Delisting of 11 Plc (former Mobil PLC)- A Fraud against Minority Investors. An Open Letter to Nigerian Stock Exchange and Securities & Exchange Commission
We saw the response of 11 Plc to the allegations of a fraudulent delisting process in a letter titled “Clarifications of the Issues Raised on the Delisting of 11Plc” posted on the website of the NSE.
This publication failed to provide answers to the critical issues raised on the delisting process, but was rather “begging the questions”. The questions raised are as stated below;
- Does this act by 11 Plc not represent a deliberate attempt to circumvent to SEC rule 445 and the provisions of CAMA that all shareholders must be treated equally?
- How can the shares of a majority shareholder be valued at NGN 417.13 per share while the value of minority shares is valued at NGN 213.9, just 3 years thereafter, even when the company’s net asset per share has increased by over NGN 50 over the three years, and the fair value determined by the same financial adviser-Cordros Securities Limited?
- Does this act of 11Plc not constitute a deliberate attempt to destroy value for minority investors?
- Can the EGM to delist be said to be valid where the price at which minorities are to be bought was not disclosed?
- Can we say that the minorities of 11Plc has been treated fairly subsequent to the takeover of Mobil by Nipco?
- Should such a ridiculous transaction succeed; would it not have set a bad precedent for other listed firms to follow?
- Even if fair exit price is to be determined, is it not fraudulent to use prices determined during Covid 19 lockdown and market sell-off?
Our Observations are as follows;
- It is clear that NIPCO, 11 Plc and their financial advisers- Cordros Capital had a clear-cut vision of what they intended to do to minority shareholders of Mobil in 2017 when they took over the company. That is to forced them out at half the price paid to Exxon Mobil.
- 11 Plc’s claims that minority shareholders are not been forced to exit at a discount to the market price; yet the company has made it clear that they no longer want to submit the company to regulation as stated in their explanatory note to the delisting released on 9th of February, 2021. Which serios investor would remain in an unregulated Nigerian business that has shown tendency to undermine the interest of minority investors?
- 11 Plc in their response, has chosen to hide under the cloak of NSE delisting rule, yet abusing the spirit and principles behind SEC RULE 445 and provision of CAMA that all shareholders must be treated equally when ever there is a takeover.
- If the financial adviser to the transaction could manipulate the closing price of the stock just before announcement of the delisting process by crossing it from NGN 249 to NGN 228, are we sure that the price the stock traded within the Covid 19 period that 11 Plc chose to determine exit price for minorities, was not manipulated by the same financial adviser? It would be necessary to probe if the NIPCO, its directors, directors of 11 Plc, the financial advisers and other related parties did not deliberately come out to sell during this period to keep the price within predetermined range.
- 11 Plc claims that shareholders overwhelmingly approved the special resolution to delist the company in its 2020 EGM, when it is obvious that the majority shareholder NIPCO owns at least 80% of the shares of 11 Plc as at today(as stated in their financial statement) and could easily have its way in a special resolution.
- Is it not necessary to revisit the Valuation Memorandum submitted to NSE & SEC in 2017 by the Financial Adviser to the buy and sell side, to see how a fair value of NGN 417 was determined as the fair price for majority shareholders, only for the same financial advisers today to say the fair buyout value for minorities is NGN 213.9 when the company’s net asset has increased by over NGN 50 over the last 3 years due to a low dividend payout?
- The same delisting document of the NSE which 11 Plc is using as a tool, also says that the Exchange shall ensure that the interest of all minorities would be protected in a case of voluntary delisting.
- If minority shareholders were not interested in selling the stock when it traded N249.3 in January, 2021 while would we be forced to exit at N213.9?
We are not interested in stopping 11 Plc from exiting the market, our view is that they must do the right thing. The least price they must pay must be greater than the N249.3 the stock traded in January this year.
We have seen takeover deals on Dangote Flour, Diamond Bank, and other companies like NBC, 7 UP, Continental Reinsurance that voluntarily delisted without any major complaint; in such transactions the interest of both the majority and minority investors were adequately provided for,
We trust that you will do justice to this case, and thank you for all your efforts in bringing sanity to our market.
A Concerned Shareholder & Nigerian Investor