Nigeria’s Security Exchange Commission (SEC) on Tuesday, November 6, 2018 invalidated the 48th annual general meeting of NEM Insurance held in June and all the resolutions reached at the meeting.
The insurance was also mandated to reconvene the AGM, with proper notice given to shareholders and in line with extant laws.
Nigerian Stock Exchange (NSE) had fined the insurance company the sum of N575,505.00 in October for contravening Section 19:8 of its Rulebook.
The section states in part, “Upon receiving the approval of The Exchange every Issuer shall immediately publish on its website the Notice of Meeting, circulars, annual reports, scheme document and other information memorandum that will be considered at the general meeting.”
A number of shareholders including Eaton Acquisitions, Premium Green Limited, Starvest Limited, Three Sea Investment Limited and Oluwaseyilola A. Ojo had notified NSE of the NEM Insurance’s infraction.
The shareholders asked NSE to reverse the special resolution proposed and passed at the AGM to raise additional capital through a private placement at a price below the market price of NEM Insurance stock.
SEC, in a letter sent to Olayinka Olajuwon & Co., the solicitors to some aggrieved shareholders of the company by its acting head of Enforcement Department, said NEM Insurance failed to give the required 21-day notice to its shareholders.
The Commission also accused Apel Capital Registrars contracted by NEM Insurance to dispatch the notice of the meeting of using an unregistered courier company to send the notice to some of its shareholders in Lagos only.
SEC said the action of the insurance company violated the provisions of Section 217 and Section 220(1) of Companies and Allied Matters Act (2004) and Section 214 of Security and Exchange Commission’s Code of Corporate Governance for Public Companies of 2013.
It said its decision has been communicated to Corporate Affairs Commission for necessary action.