The Special Investigator appointed to probe the Central Bank of Nigeria, Jim Obazee, has summoned the Chairman of Titan Trust Bank (TTB), Tunde Lemo, and two other shareholders of the bank to a “follow-up meeting” in Abuja on Thursday over the 2022 acquisition of Union Bank of Nigeria.
Obazee issued the summons hours after Mr Lemo, a former deputy governor of the CBN, faulted his findings on the issue.
Mr Obazee, in a report he submitted to President Bola Tinubu on 20 December, had said the former governor of Central Bank of Nigeria (CBN), Godwin Emefiele, used “ill-gotten wealth” to establish TTB and used it to acquire Union Bank and Keystone Bank through some persons serving as his proxies.
Mr Obazee had also recommended that the banks be forfeited to the federal government.
TTB’s defence
But in his reaction to Mr Obazee’s claims, Mr Lemo insisted that his bank followed due process and met all regulatory requirements, including that of the Securities and Exchange Commission and the Central Bank of Nigeria, in its acquisition of one of the oldest banks and iconic brands in Nigeria.
According to Lemo, “Due process was followed in the establishment of Titan Trust Bank and every process that led to the acquisition of Union Bank was verified by the CBN, SEC and other regulators. The core shareholders will respond to the specific allegations against them.”
In a more elaborate separate statement, the Corporate Communications Department of TTB said the establishment of the bank and its acquisition of the larger Union Bank complied with Nigerian laws.
It said: “On allegations relating to the ownership of Titan Trust Bank, the Board and management provided the special investigators with the share ownership structure in TTB, including the holdings of Magna International DMCC and Luxis International DMCC owned by Mr Rahul Savara and Mr Cornelius Vink. These individuals are prominent global entrepreneurs and have thriving businesses in Nigeria and several countries around the world. The shareholding structure is also verifiable at the Corporate Affairs Commission.”
Investigators
Following those remarks, Eloho Okpoziakpo, a deputy commissioner of police who is the head of operations in the Office of the Special Investigator, in a letter on Sunday invited Mr Lemo and the two major shareholders in the bank for a “follow-up meeting with the Special Investigators” in Abuja.
The two shareholders, Cornelius Vink and Rahul Savara, had failed to honour a previous invitation to a meeting with Mr Obazee.
“ The defence seems contrary to the statements, made under caution, by the persons connected with these transactions, including your good self, before the Special Investigator at the Department of State Service (DSS) in August 2023.
“In the said newspapers, you referred to both Cornelius Vink and Rahul Savara as “prominent global entrepreneurs and having thriving businesses in Nigeria…”.
“ In your email as well as your earlier discussion with the Special Investigator, you suggested that both of them be invited to provide clarification on their share ownership and given seven days to make such clarification; failure which they will forfeit their shares to the Federal Government of Nigeria.
“We are surprised at your request with regard to these two shareholders. They were given this opportunity via a letter to them dated 28th August 2023 (copy attached as Appendix 1). Instead of honouring the invitation and providing the requested documents, we received a letter from the Company Secretary of Union Bank Somuyiwa Sonubi, dated 1st September 2023, informing the Special Investigator that Mr Cornelius Vink was out of the country on medical grounds and that both ‘Messrs Vink and Savara will be available for the meeting as soon as they are in Nigeria which will be soon. Up until this offensive defence that you put in the public domain, the Special Investigator has neither heard from them nor received the requested documents.
“Accordingly, you are hereby invited to come along with Messrs Cornelius Vink and Mr Rahul Savara to meet with the Team of Special Investigators by 2 p.m. on 28th December 2023 at the Department of Force Intelligence DFI), Opposite Nigeria Police Force Headquarters, Shehu Shagari Way, Area 11, Garki, Abuja; without fail or excuse.
“Please inform them to come along with all the documents/information requested from them by the letter to Mr Cornelius Vink dated 28th August 2023 (attached herewith as Appendix 1). You will also be required to make additional statements to your earlier statement on that day.
“ Kindly note that if Messrs Cornelius Vink and Rahul Savara refuse to attend this meeting and provide/defend the requested documents/information, it will be construed that they have decided to forfeit their purported shareholdings in TTB and Union Bank of Nigeria; irrespective of which vehicle that they are using to own the purported shares.
“Should you also refuse to attend the meeting to provide additional statement to your earlier statement made in August 2023, it will be construed that you misled the Nigerian public with your reaction in the Punch Newspapers today which has gained wide publicity in both electronic and print media.
“This invitation is to further ensure that it is beyond reasonable doubt that the Federal Government of Nigeria has given you a fair hearing.
Special Investigator’s report
TTB acquired 94.05 per cent of Union Bank in three phases between October 2021 and June 2022. The bank told regulators that the acquisition was funded through a $300 million facility it obtained from Afreximbank and a capital injection of $175 million from two of its shareholders, Luxis International DMCC and Magna International DMCC.
However, in his report, Mr Obazee said his investigations revealed that those two companies are owned by Mr Vink, who he suspects to be a front for Mr Emefiele.
The two companies gave their locations as Dubai, so the Special Investigator said he contacted the Nigerian embassy in UAE to verify their physical presence and corporate status as claimed.
“It was found that these entities do not have a physical presence as claimed. This contravenes Section 3 (5) of the Banks and Other Financial Institutions Act, 2020. Accordingly, they are not supposed to be allowed to operate or acquire a bank in Nigeria.
“The Special Investigator probed into the activities of the TTB and discovered that there is a mysterious shareholder who has given interest-free long-term loans (with no fixed repayment schedule) to the entities. The mysterious shareholder is believed to be Mr Godwin Emefiele.”
Mr Obazee said he invited Mr Vink in August for proof of the funds he used in acquiring Union Bank, but the bank wrote back on 1 September that he was ill and would submit the documents when he got back. But he had not as of the time Mr Obazee submitted his report to Mr Tinubu.
“We are informed that they want to seek a political solution. The Special Investigator is of the view that the Banks ( TTB and UBN) be recovered by the Federal Government, strengthened and sold in the nearest future,” Mr Obazee said in his report.
TItan Trust Bank
TTB said it signed a Share Sale and Purchase Agreement on 18 December 2021 with Atlas Mara Limited, Union Global Partners Limited, Emeka Emuwa, Standard Chartered Bank, Montane Partners West Africa Limited, TLG Africa Growth Impact Fund, and Sanlam Life Assurance Limited.
The bulk shareholders, according to the statement, together owned 93.41 per cent of Union Bank’s issued ordinary share capital.
It said, “The SPA was the product of a long and tortuous due diligence process that involved leading financial and technical advisers. Titan Trust Bank engaged reputable firms like PricewaterhouseCoopers Limited for the financial due diligence; Drey Law Practice for the legal due diligence Norton Rose Fulbright, UK, as legal advisers; and Citibank London as financial/transaction advisers. The bulk shareholders engaged a prominent UK law firm, White & Case, as their legal advisers on the transaction.
“The acquisition was conducted in the most professional, open, and transparent bidding process. The acquisition was funded by a combination of debt ($300m) and an additional equity injection of about $190m, which was contributed by TTB’s two major shareholders – Magna International DMCC and Luxis International DMCC. The Certificates of Capital Importation for both the debt and the equity financing evidencing the receipt of these funds into Nigeria by legal means have been made available where requested. The $300m acquisition facility is sourced from Afreximbank and is priced on SOFR with a margin of 6.25 per cent (all together, almost 12 per cent pa) and a moratorium period of 30 months. TTB has paid interest on the loan for three interest periods (18 months so far).
“TTB sought and obtained all necessary regulatory approvals from its primary regulator – the Central Bank of Nigeria, the Securities and Exchange Commission, the Nigerian Exchange Limited, and the Federal Inland Revenue Service, among others.
“Following TTB’s acquisition of 93.41 per cent controlling interest in Union Bank on June 1, 2022, a change in control was effected with the dissolution of the former Board and the reconstitution of a new Board with new leadership. TTB proceeded to conduct a Mandatory Takeover Offer, which was legally triggered by the acquisition of 93.41 per cent of Union Bank by TTB, bringing the percentage float of Union Bank shares to less than 20 per cent. The purpose of the MTO was to give the minority shareholders the opportunity to offer their shares on the same terms as was offered to the bulk shareholders. The MTO was conducted after all due regulatory approvals were obtained.”
Union Bank
Union Bank of Nigeria was established in 1917 as Colonial Bank. In 1925 the bank became known as Barclays Bank DCO (Dominion, Colonial and Overseas) after its acquisition by Barclays Bank.
Between 1971 and 1979, the bank went through a series of changes, beginning with its acquisition by the Nigerian government, until it assumed its current name.
In 1993, in line with its privatisation/commercialisation drive, the government sold its controlling shares (51.67 per cent). During the CBN banking sector consolidation policy, Union Bank acquired the former Universal Trust Bank Plc and Broad Bank Ltd. and absorbed its one-time subsidiary, Union Merchant Bank Ltd.
Following the banking crisis in 2009 and the intervention of the CBN via Asset Management Company of Nigeria (AMCON), the bank was recapitalized in 2012 with an injection of $500 million by Union Global Partners Limited (UGPL), a consortium of local and international investors. UGPL acquired 65 per cent of the bank’s shareholding and in the last quarter of 2014, AMCON’s remaining 20% stake in the bank was acquired by Atlas Mara. UGPL comprises:
