The Investment and Securities Tribunal (IST) has ordered the Nigeria Deposit Insurance Corporation (NDIC) to pay a subscriber to an aborted initial public offering (IPO), in a landmark judgment that places the burden of uncompleted transactions on the NDIC.
The IST ordered NDIC to pay Winners Medical Diagnostic and Research Institute Limited N5 million for the aborted share purchase transaction. In addition, the NDIC is to pay N5 million at two per cent interest above the Central Bank of Nigeria (CBN) MRR from March 2006 when NDIC took over All States Trust Bank until the full payment of the principal sum.
The IST also awarded to Winners Medical Diagnostic and Research Institute, cost of N500,000 to be paid by NDIC. NDIC said it would instruct its solicitors to appeal the judgment to the Court of Appeal.
The case involved Winners Medical Diagnostic and Research Institute and eight others, including NDIC, in which Winners Medical Diagnostic and Research Institute bought 2.5 million shares in the 2005 IPO of the former All States Trust Bank Plc, now Ecobank Plc, at N2 per shares of 50 kobo each and paid N5 million.
However, the Nigeria Deposit Insurance Corporation (NDIC) has expressed intention to appeal against a ruling of Investment and Securities Tribunal (IST) asking it to pay Winners Medical Diagnostic & Research Institute Ltd the sum of 5,000,000. 00 at two per cent interest above the CBN MRR from March 2006 when NDIC took over All States Trust Bank until the full payment of the principal sum.
IST made the order after declaring that it was wrong for the NDIC, to classify or categorise the claim for return money for un-allotted shares regulated by ISA 1999 (repealed and re-enacted as ISA 2007) and SEC Rules and Regulations made pursuant thereto as general credits ranking subordinate to private deposits of the defunct All States Trust Bank, payable only after claims for depositors liabilities have been satisfied.
Winners Medical Diagnostic & Research Institute Ltd had taken NDIC, Ecobank Nigeria Limited, All States Trust Bank Plc (In liquidation), First Registrars & Investor Services Limited, First Bank Plc, BGL Securities Limited, Central Bank of Nigeria and Securities & Exchange Commission before IST over the decision to categorise it as a creditor following its payment of N5 million to acquire shares in All States Trust Bank initial public offer.
After the payment but before share allotment, the bank had become destressed and acquired by Ecobank.
IST ruled that Winners had no contractual relationship with the All States “for which it is expecting payments, but was rather a subscriber to its aborted IPO, whose money is by extant Capital Market law, rules and regulations termed
“Return Money”, to be refunded by the entity in the custody of the money.
“NDIC having not denied that it took over the subscription money for the aborted All States Trust Bank Initial Public Offer, should be in a position to refund to Winners Medical Diagnostic & Research Institute Ltd the sum of N5, 000, 000.00, it paid for the un-allotted shares of All States Trust Bank.”
The Tribunal also awarded a cost of N500, 000.00 in favour of Winners Medical Diagnostic & Research Institute Limited.
In a reaction, however, NDIC said the position that the decision of the tribunal was in error as it misconstrued and consequently misapplied the clear and express provisions of the relevant legislation governing bank liquidation in Nigeria.
After quoting applicable legislations, which include the Companies and Allied Matters Act [CAMA] 2020, Banks and Other Financial Institutions Act, [BOFIA] 2020, the NDIC Act 2006, Failed Banks Act (FBA) 1994 and other relevant legislation, NDIC noted “the emphasis is on the settlement of deposit liabilities above all other claims.
“In fact, to pay the Claimant herein as ordered by the Tribunal without following due process as prescribed by law would amount to illegality on the part of the liquidator [NDIC] as it would be a clear violation of the express provision of the laws quoted above.
“The Tribunal also erred when it ordered the NDIC in its corporate capacity to pay the Claimant the judgment sum. Any award of damages should be against the defunct bank as it is still a legal entity until dissolved and its name struck out of the register of companies at the CAC.”
