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Is this proof that Access and Diamond Bank broke the disclosure rules?

Diamond Bank and Access Bank were expected to inform shareholders and the investing community about this transaction considering that rumours had started circling.

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Diamondxtra, Access Diamond merger, Diamond Bank, Access Bank, Consolidation, Merger, Shareholders, International Women's Day

Barely over a month ago, Nairametrics received reports of an impending merger/acquisition deal between Access Bank and Diamond Bank Plc. As the rumours swirled, we made contact to sources within the bank who will not confirm or deny the authenticity of the rumours.

Within days, Diamond Bank issues a press release strongly denying it stating categorically that the Bank “is not in discussions with any financial institution at the moment on any form of merger or acquisition.” Access Bank also issued a denial claiming it was not in merger or acquisition talks with Diamond Bank.

On Monday, December 17th, 2018, both banks issued separate statements affirming the deal. Diamond Bank announced that they have “selected Access Bank Plc (“Access Bank”) as the preferred bidder with respect to a potential merger of the two banks (“the merger”) that will create Nigeria and Africa’s largest retail bank by customers.”

The resultant affirmation of the merger deal has once again placed corporate governance on the spotlight. Did Diamond Bank and Access Bank break any regulatory rules requiring announcements for deals?

What the rule says

According to Rule 17.10: Dealing with Rumour of the Issuers Rule Book of the Nigerian Stock Exchange:

“Whenever an Issuer becomes aware of any rumour or report, true or false, in the press or the media, which is likely to have a bearing on an investor’s investment decisions and the value of the shares, and such information is of a different essence than the information previously disclosed to public by its representatives via material disclosures, prospectuses, circulars, announcements approved by The Exchange, financial reports and other public disclosure documents, the company shall make a public statement to clarify its position as promptly as possible.

Basic meaning

Diamond Bank and Access Bank were expected to inform shareholders and the investing community about this transaction considering that rumours had started circling about a potential merger. Rumours like this can present arbitrage opportunities for investors; making some investors rich to the expense of others.

What did the banks do?

The banks blatantly denied the transaction as indicated above suggesting that they may have flouted the rules of the stock exchange. Or Maybe not? Legal experts with knowledge of the transaction claim that within the same rulebook, there is a clause that allows both banks to deny the transaction even though it is true. Here it is;

Rule 17.7: Confidentiality Requirements

“(a) An Issuer may give information in strict confidence to its advisers and to persons with whom it is negotiating with a view to effecting a transaction or raising finance. In such cases, the Issuer must advise, in writing, the recipients of such information that it is confidential and constitutes inside information as defined in the Investments and Securities Act and that the recipients should not deal in the Issuer’s securities before the information has been made available to the public.

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“(b) Notwithstanding any provisions of these Rules, no confidentiality agreement shall
prevent an Issuer from complying with its obligations under the Listings Rules.

“(c) Where an Issuer is obliged (by statute or otherwise) to impart information to a third
party or regulator and if such information thereby enters the public domain and is of a
price-sensitive nature, it should be simultaneously released to the market.

“Provided that an Issuer shall not be obliged to disclose any impending developments that could be jeopardised by premature disclosure.”

According to some Legal Experts with a bias to this transaction, this provision allows both Diamond Bank and Access to deny the transaction despite rumours that clearly indicate that the transaction was in the offing. Critics of the interpretation of the provision suggest that there is zero proof that disclosing the transaction after the rumour may clearly tilted towards fact cannot be misconstrued as a piece of information that could negatively affect the transaction.

They opine that a simple admission that both banks were in talks or that Diamond Bank was exploring its option including a possible deal with Access could not have jeopardised the transaction if it was indeed in the best interest of shareholders. Other critics suggest that the provision did not mandate the parties to the transaction to lie.

Upshots

The Diamond Bank and Access Bank merger is a welcome development for the financial sector and the economy as a whole. It will always be better than seeing another bank collapse with depositors and shareholders losing all their money and investments respectively.

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However, disclosures remain an issue in the capital market and regulators need to do better at curbing excesses. That this transaction was blatantly denied by both banks only for it to be true can be viewed as pure deception regardless of the provision of Rule 17.7.

Nairametrics is Nigeria's top business news and financial analysis website. We focus on providing resources that help small businesses and retail investors make better investing decisions. Nairametrics is updated daily by a team of professionals. Post updated as "Nairametrics" are published by our Editorial Board.

3 Comments

3 Comments

  1. Asabeey

    December 24, 2018 at 2:09 am

    Thank you for your clear and unbiased view on issues like this

  2. Goddy

    December 24, 2018 at 1:47 pm

    There is a certainty that some investors had an idea of the impending acquisition and the terms and would have therefore cornered the market when Diamond was selling at 80 kobo per share. Those investors will, post acquisition, own stock valued at N3.10 per share. That is a kill.

    Diamond Bank should have informed the Market of discussions with a potential partner and I believe that would have satisfied the market.

    in view of the manner the acquisition was handled, I strongly believe SEC should carry out some investigations into the buying and selling of Diamond Bank during this period to identify those who bought the stock with a prior knowledge of the acquisition.

  3. OKESOOTO IPADEOLA JONATHAN

    December 24, 2018 at 4:11 pm

    Generally deceit does not promote integrity. There are consequences for bad laws; Natural or legal Person would circumvent it; if We are relying on law to avoid righteousness; market integrity bears the consequences. On this matter, Diamond called initial news speculation and concluded its publication via NSE thus ‘ While we recognize the need to expand our options in the short term, we have no concrete
    new development to report and will notify The Exchange once there is any ‘. Aso Access Bank called it rumors and concluded its publication via NSE thus ‘ Consequently, any statement regarding such corporate action that is not issued by the bank should be disregarded.’

    In early part of 2018, a publication on NSE website showed that JAPAULOIL would be acquired by a foreign company; We all know the outcome. Some Years back, a publication on proshare showed that FT COCOA was expecting fund injection by Foreigners; We can testify to outcome.

    Relevant Authorities have not made any pronouncement to indicate that benefits of Access and Diamond Banks M & A include avoidance of another bank collapse therefore identifying risks and making adequate efforts to mitigate it.

    However involvement of NSE as medium of broadcasting some of the above publication could affect the integrity of capital market

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Analysis: Total Nigeria needs a financial overhaul

 Total Nigeria’s Q1’20 results are a testament that some might have it worse than others as it recorded a revenue drop of 9.3% to N70.2 billion

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Total Nigeria, Analysis: Total Nigeria needs a financial overhaul

The Oil Industry has had a particularly tough year, owing primarily to the novel pandemic. The International Energy Agency (IEA) predicts that the global oil demand is expected to further decline this year as Covid-19 spreads around the world, constraining travel as well as other economic activities.

Organizations like Total depending on international trade will be forced to scale down operations until restrictions ease off. However, Total Nigeria’s Q1’20 results are a testament that some might have it worse than others.

The period recorded a revenue drop of 9.3% to N70.2 billion in the first quarter of this year compared to Q1 2019. Total earns its revenue from three main sectors namely: Networks, General Trade, and Aviation. Revenue from Aviation fell by 39.5%. The decline in Networks is attributed to the reduced demand as a result of the enforced lockdown and restriction on travel across the nation.

READ ALSO: Analysis: MTN’s blow out Q1 profit vs Covid-19 headwinds  

Yet, it is clear that the company had its own challenges pre-COVID-19. In the quarter, it attained a loss after tax of N163 million which was 65.6% better than the loss after tax of the comparative quarter; it is overwhelmed by a myriad of distinct issues.

First off, its revenue has experienced a steady fall over the years; reasons for this is tied largely to its lack of importation of petroleum products.

It is also burdened by inefficiencies in its operations evident in its high operational and direct expenses, as well as its high debt over the past years. The company has carried on huge loans and borrowings in its books: N40.6 billion in 2019 and only a marginal reduction of N2.2 billion in the current year.

(READ MORE:Nigeria’s Bonga crude oil export terminal shut down)

Even higher are its expenses after an 8.38% reduction in the just-released results, it arrived at N69.7 billion for Q1 2020. Amongst its high operational expenses is the high and increasing technical fees it pays to its parent company. From N251 million in the first quarter of last year, it incurred around N700m in the year under review. It also has cash flow issues with about N22b in negative cash and cash equivalents. In its 2019 report, it revealed that the year had been tough with its cost of doing business rising exponentially as evident in its interest expense, 395% higher than the previous year as a result of repayment for products and a high level of borrowing.

Total Nigeria records loss for the first nine months of 2019, Analysis: Total Nigeria needs a financial overhaul

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The company, in its last full year annual report, noted that to make significant savings to both operational and capital expenditure costs, a series of initiatives relating to cost efficiency, process optimization, and significant reduction of working capital requirement and finance costs, were put in place and are in motion for this year.

READ ALSO: STERLING BANK: Reduced fee income, weak operating efficiency drives steep decline in pre-tax profit

As Dr. Fatih Birol, IEA’s Executive Director put it “The coronavirus crisis is affecting a wide range of energy markets – including coal, gas, and renewables – but its impact on oil markets is particularly severe because it is stopping people and goods from moving around, dealing a heavy blow to demand transport fuels.”

However, Total’s position goes beyond the impact of the pandemic. Its rebound rests on its ability to carry on with cost control and lower debt commitments, together with the speed of the containment of the virus. That said, the company might need to raise capital soon while also coming up with formidable strategies to strengthen its business model.

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Merger, Tax incentive boosts BUA Cement FY 2019 result

BUA Cement Plc recently released financials reveal a 47.5% increase in revenues of N175.52 billion up from N119 billion in 2018.

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BUA Cement gives succour to host communities in Edo

One of the industries set to experience the downsides of the Covid-19 pandemic is the construction industry. Given the slowdown in construction activities as a result of the lockdowns and constrained economic activities, the reasons are not farfetched.

Prior to the outbreak of the pandemic, Globe Newswire had predicted an accelerated growth pace of the global construction industry from 2.6% in 2019 to 3.1% in 2020. This growth has now been revised to 0.5%. What is even more daunting is that the revised growth rate is based on the assumption that the outbreak will be contained across all major markets by the end of the second quarter of 2020.

It is only after that (including freedom of movement in H2 2020) that events could facilitate reverting to the normal course of activities to foster businesses in the industry like BUA Cement or those that depend on it to restart activities.

Nigeria’s third-largest cement company, BUA Cement Plc, however, still has its 2019 victories in order. Involved in the manufacturing and sales of cement, BUA Cement has 3 major subsidiaries and plants in Northern and Southern Nigeria.

(READ MORE:Update: BUA Cement Plc lists N1.18 trillion shares on NSE)

With a market capitalisation of N1.18 trillion ($3.3 billion), BUA is the third most capitalised company on the NSE. Its recently released financials reveal a 47.5% increase in revenues of N175.52 billion up from N119 billion in 2018.

Kalambaina Cement Line 2, BUA Group, Kalambaina Cement, CCNN, Merger, Tax Incentive Boost BUA Cement FY 2019 Results

The company’s profits also increased by 69.1% from N39.17 billion in 2018 to N66.24 billion in 2019. Core operating performance was strong, and this was supported by strong cement sales in the domestic market, impairment writes back, and other income.

Deal book 300 x 250

The main reason for the company’s increased earnings is from the cost synergy and increased revenue as a result of the merger that took place between CCNN Plc and Obu Cement Company Limited.

There was also a striking jump in its income statement on its tax for the year. For FY 2019, it incurred a tax expense of N5.6 billion, in comparison to the N24.9 billion tax credit it received in FY 2018.

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This was as a result of a reversal of previous tax provision made on Obu Line 1; it received approvals for an extension of the company’s pioneer status on Obu line-1 and Kalambaina line-2 in February 2020, to leave effective tax rate at just over 8% in 2019. The pioneer status will help the company save funds that will otherwise have been spent on higher taxes.

(READ MORE:Dangote Cement to access more debt funding)

BUA reported an impressive FY’19 result. Its performance shows the growing strength of the company and its increasing market share. On the back of the strong performance, management declared an N1.75 dividend per share that translates to a dividend yield of 5.5% on current prices.

Cash flow position was also robust with a strong closing cash balance – from N2.8 billion in 2018 to N15.6 billion as at year ended 2019. The company’s growth, as well as the impact of its merger, present a great buy opportunity of the highly capitalized, low-cost stock. As of today when the market closed (21st May) its share price stood at N35.60 from a 52-week range of N27.6 and N41.

READ ALSO: COVID-19: Best and worst case scenarios for the Nigerian economy

What we see is a great growth stock further heightened by the population expansion and increased urbanization. However, we expect the impact of the Covid-19 pandemic to be felt from the Q1 results of the company.

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The industry could slow down for the year as the level of commercial construction also slows down. Yet the best part of holding stocks like this is that even with stalled operations for a period, a resurgence will always emerge.

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Analysis: Airtel Nigeria is winning where it matters

Airtel has left no stones unturned in ensuring that its provisions are top-shelf – subscribers to the network, of course will have their own ideas.  

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Analysis: Airtel Nigeria is winning where it matters.

Airtel might have won our hearts over with internet-war adverts starring our favourite tribal in-laws, but its fundamentals are what will make us the bucks that keep us happy. Airtel Africa Ltd is a subsidiary of Indian telecoms group, Bharti Airtel Ltd; the group has left no stones unturned in ensuring that its provision of prepaid plans, credit transfers, mobile internet services, messaging, roaming facilities and more, are top-shelf – subscribers to the network, of course, will have their own ideas.

Since last year when Airtel Nigeria became the second telecommunication company in Nigeria listed on the NSE, the company has experienced a steady level of growth. With a presence in 14 African countries, the group’s strength lies in its diversity with stronger companies mitigating the poor performances of others.

Performance Overview: Airtel Africa 

Airtel Africa’s report for the year ended March 2020, revenue jumped by 10.9% from $3.1 billion at the year ended 2019 to $3.4 billion in 2020. The consolidated profit before tax also jumped by 71.8% from $348 million in 2019 to $598 million in 2020. However, profit for the period dropped by 4.23% with earnings of $408 million in 2020 from the $426 million it had earned in 2019. A reason for this is the tax figure that moved from a credit of $78 million in 2019 to tax payments as high as $190 million in 2020. Total assets also jumped by 2.41% from 2019’s value of $9.1 billion to $9.3 billion in 2020 primarily as a result of their acquisition of more property, plant, and equipment (PPE). The total customer base grew by 9.3% to 99.7 million for the year ended.

Full Report here.

Revenue growth of 10.9% was driven by double-digit growth in Nigeria and East Africa. However, the rest of its African operations experienced a decline in revenue. Its success in Nigeria is especially commendable, considering the fact that the company lost more than 100,000 subscribers in Nigeria between December 2019 and January 2020. Raghunath Mandava, Chief Executive Officer, remarked that the results which were in line with the group’s expectations, “are clear evidence of the effectiveness of our strategy across Voice, Data and Mobile Money.”

(READ MORE: NCDC and NNPC-IPPG reinforce #TakeResponsibility theme with multi-lingual campaign)

Behind The Numbers – Nigeria

Airtel Nigeria’s performance indicates the company is making the right calls in a very competitive industry. Nigerians are fickle when it comes to data and voice but will spend if the service is right. The company grew its data revenue by a whopping 58% to $435 million a sign that its strategy to focus on data is working. Voice Revenues for the year was up 15% to $850 million. In total, Airtel Nigeria’s revenue was up 24.4% to $1.37 billion. Ebitda margin, a number closely watched by foreign investors 54.2% from 49% a year earlier. Operating profit for the year ended also jumped by 52.6% for the year from 2019 and 32.4% from Q1 2019. Total customer base in Nigeria also grew by 12.5%.

Regulation forces Airtel Africa to initiate shares listing in Malawi , Analysis: Airtel Nigeria is winning where it matters.

Deal book 300 x 250

Nigeria is surely critical to Airtel Africa’s future seeing that it contributes about one-third of its revenue. Recent results thus indicate it is winning where it matters most and it must continue to stay this way if it desires to survive a brutal post-COVID-19 2020. Telcos are expected to be among the winners as Nigerians rely more on data to work remotely but there are other players in this game. Concerning the impact of the pandemic, he explained that at the time of the approval of the Group Financial Statements, the group has not experienced any material impact arising from the impact of COVID-19 on its business.

On cash flows…

The group has also taken measures to enhance its liquidity. The CEO explained that it is moving its focus to enhance liquidity towards meeting possible contingencies.

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“Having considered business performance, free cash flows, liquidity expectation for the next 12 months together with its other existing drawn and undrawn facilities, the group cancelled the remaining USD 1.2 billion New Airtel Africa Facility. As part of this evaluation, the group has further considered committed facilities of USD 814 million as of date authorisation of financial statements, which should take care of the group’s cash flow requirement under both base and reasonable worst-case scenarios.”

To this end, they have put in the required strategies to preserve its cash as its cash and cash equivalents, consequently, jumped by 19.1%.

(READ MORE: COVID-19: MTN says it has put strict measures in place to preserve resources)

Buying opportunity

Investors looking at this impressive result will be wondering if this portends a buying opportunity. Airtel Nigeria closed at N298 on Friday and has remained at this price for about a month. The stock is quite illiquid and is not readily available to buy.

It’s the price to earnings ratio of 4.56x makes it quite attractive. Further highlighting this opportunity is its price-to-book ratio which is as low as 0.5273, suggesting that the stock could be undervalued. Whether it is available to be bought, is anyone’s guess.

 

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