By Nkiruka Nnorom

Shareholders of Standard Alliance Plc have urged the Securities and Exchange Commission (SEC) to disregard any proposal the company may present from its Annual General Meeting (AGM) for the year ended December 31, 2014. The shareholders under the aegis of Esteem Shareholders Association led by Amb Olufemi Timothy said the meeting was rowdy for about three hours and finally ended inconclusively due to disagreement between the company and its shareholders.

File photo: The floor of Stock exchange

Particularly, they said that majority of the attendees were opposed to the account presented at the meeting as well as the special business/resolution. In the Special Business set out on page four of the 2014 Annual Report and Account, the Board and management of the company sought shareholders approval for the sale of the Treasury Shares amounting to 2.21 billion ordinary shares of 50 kobo each at 25 kobo by way of special placement to identified strategic investors, Gemrock Management Company Limited.

However, the shareholders said the matter the Board is seeking their approval for is belated as it is already consolidated in the account. According to them, the share has already been sold, while SEC’s approval is being awaited.

Giving credence to their claims, they pointed out pages 15, acquisition of own shares, which states (‘by the virtue of the existence of treasury shares per these financial statements arising from the issue of shares that did not result in net cash flow to the company during its public offer of 2008, the company has secured an investors, Gemrock management Company ltd who acquired the treasury shares of 2,212 billion ordinary shares valued at N8.74 billion per value of N1.11 billion and premium of N7.63 billion as at December 31, 2014.

The transaction is however subject to obtaining all regulatory approval which is on-going. ); page 73, which showed that the company’s share premium account was reduced by N8 billion and page 90 (Notes 26 and 27), which contained full details on the Treasury Shares.

Specifically, part of page 90, note 27 reads: ‘Treasury Shares: During the year, the company offered the treasury shares to potential investors and subsequently Gemrock Management company ltd bought the shares at the sum of N553 million. The difference between the cash proceeds and value of treasury shares was transferred to the share premium account.’

“All these show that the treasury shares has been sold at N4 per share and consolidated in the accounts, but discounted again in note 26. Why is the Board now seeking shareholders’ approval to sell what has been sold, consolidated, waiting for regulatory approvals at the meeting,” they queried. Besides, they observed that the Annual Report and Account was not posted to the members before the meeting as required by the Companies and Allied Matters Act (CAMA).

“Shareholders began the meeting by complaining of just receiving the Annual Reports and Accounts at the venue of the meeting; the reports were not posted as required by CAMA. The shareholders demanded for 20 minutes to read the reports provided at the AGM and the chairman granted the request,” they said.