The Nigerian Exchange Group Plc (NGX), has debunked the rumors and false media claims regarding its Corporate Governance, value of shares at listing, dividend policy, proposed capital raise.
In a notification available on its official website, NGX Group stated thus:
“Nigerian Exchange Group Plc is and remains committed to the highest level of corporate governance with the overriding interest of maximising value for its shareholders. While it is the Company’s practice to refrain from commenting on frivolous and malicious rumours, we believe it is in the interest of the investing public to correct the errors/misstatements in recent media reports following the release of the Company’s notice for its upcoming annual general meeting. Note that its Audited Financial Statements for the year ended 2021 were released in March 2022.
The material misstatements and the NGX Group’s responses are detailed as follows:
The NGX Group’s operations are built on an effective corporate governance framework and the highest corporate governance standards. Regarding the tenure of the Chairman and the Group Chief Executive Officer of NGX Group, it is pertinent to note that both esteemed individuals were appointed following due process and with the applicable regulatory approvals. The Chairman is currently serving as such as part of the transition arrangements following the demutualisation of The Nigerian Stock Exchange (NSE). His election is in accordance with the Scheme of Arrangement between the NSE and its Dealing and Ordinary Members dated 20 January 2020 (the Scheme) as approved by the members, the Securities and Exchange Commission and the Corporate Affairs Commission which prescribe that the members of the National Council should continue for a transition period on the board of the Group.
Furthermore, the Group Chief Executive Officer of NGX Group exited his role as the Chief Executive Officer of NSE after ten (10) years of meritorious service and in line with good corporate governance practice. Nigerian Exchange Limited (which is now the operating securities exchange), the entity to which the NSE transferred its securities exchanges license, is now managed by a new Chief Executive Officer. Following due process, he was subsequently contracted as the Group Managing Director/CEO of the Group in 2021, after the approval of the National Council and the Securities and Exchange Commission. These appointments do not contravene any law or governance codes.
Value of Shares at Listing:
While it is factual and public knowledge that the demutualisation of the NSE (during which it changed its name to Nigerian Exchange Group Plc) was eventually completed when it became a capital market holding company effective 01 March 2021, and NGX Group was listed on Nigerian Exchange Limited in October 2021, the listing price of its shares was NGN16.15 and not NGN27.90 as erroneously reported. Please refer to the cover page of the Listing Memorandum which is a public document.
Employee Share Scheme:
The directors were empowered to establish the Scheme further to a resolution of the shareholders at the NSE’s Extra-Ordinary Meeting held on 3 March 2020. This approval is consistent with global best practice as adopted by peer demutualised exchanges which operate employee share schemes upon demutualisation.
Long Term Incentive Plan:
The resolution for the allotment of 200,419,990 ordinary shares of 50 kobo each for the operation of a Long Term Incentive Plan consisting of a Deferred Bonus Plan (DBP) and an Employee Share Purchase Plan (ESPP), was made at the Company’s 2021 AGM on 9 September 2021, for the purpose of operationalising the earlier approval of the establishment of an ESOP in 2020.
Furthermore, it should be noted that part of the approval granted by the shareholders at the 2021 AGM was for half of the total number of shares proposed for the LTIP being 100,209,995 ordinary shares of 50 kobo each to be purchased by employees under an Employee Sha