By Peter OBIORA InvestAdvocate
Lagos (INVESTADVOCATE)-The Nigerian Stock Exchange (NSE) has said it will take legal action against Cappa & D’Alberto Nigeria Plc a Company delisted from its Bourse for non-compliance with regulatory obligations as contained in a recent X-Compliance Report of the Nigeria’s Exchange dated March 01 2013.
According to the X-Compliance Report, Cappa & D’¢Alberto Nigeria listed in the Construction Sector of the NSE released itself from compliance with the obligations inherent of a Listed Company as it failed to follow through the entire voluntary delisting process of The Exchange, which includes inter alia, paying off dissenting shareholders who opted to exit the Company following the resolution passed by the majority shareholders on March 24, 2009, to delist.
The resolution passed by the majority shareholders at the Extra- Ordinary General Meeting (EGM) of March 24, 2009, does not exempt Cappa & D’Alberto Nigeria Plc from complying with regulatory obligations.
“The Exchange will take appropriate legal steps to enforce its Rules and protect the interest of Investors,” the NSE said in the X-Compliance Report.
In early November 2012, the NSE in a Notice announced it has reported the Company to Nigeria’s Securities and Exchange Commission (SEC) for failing in its financial obligations to shareholders and disclosure to the NSE.
On March 24 2009, as reported by Peter OBIORA then of Proshare NI there was chaos as the Board of Directors (BOD) of Cappa & D’Alberto Nigeria sought to pass a resolution to delist the Company from the Nigeria’s Exchange.
One of the fundamental reasons the Company gave for seeking delisting was that charges been paid to the Stock Exchange was on a higher side; therefore cannot cope up with it.
As at then Shareholders of Cappa & D’Alberto were dissatisfied with the decision to delist the Construction Company from the Stock Exchange.
Pa Shotunde Shopeju, a former Shareholder of the Company had queried the rational behind the delisting of the Firm from the NSE.
He said the reason Cappa & D’Alberto gave for delisting was not tenable “Companies with lower financial base are still with the Stock Exchange, and why should Cappa & D’Alberto complain that the amount been paid to the Stock Exchange as fees was high,” Pa Shopeju said.
Pa Shopeju then disclosed that in their last Annual General Meeting (AGM) held, the Company reported it has so many contracts that run into trillions of Naira.
Another shareholder Peter Okoh on his part queried the advantages of delisting the Company from the Exchange, and how Shareholders would sell their shares and at what prices?
Nona Awo, renowned Shareholder and Capital Market Analyst in his reaction then called on the Board of Cappa & D’Alberto to totally drop the idea of delisting from the NSE.
He charged that some of the Shareholders would take offence and go to court to stop the action. “With due respect if some of the Nigerians in this Board join you in stealing our wealth, we would also go on the other side,” he affirmed.
In his reaction to Shareholders concerns as regards the delisting of the Company, E. Calvino, Financial Director (FD) of Cappa & D’Alberto affirms that given the structure of the Company, they do not need to be on the Stock Exchange.
“This decision has been taken by the Board in the interest of the Company,” he said.
Calvino further affirmed that the shares of the Cappa & D’Alberto were first listed on the Stock Exchange in 1979 with a Paid up Share Capital of N5.0 million.
“Ever since that day, there were only bonus issues, this Management never asked Shareholders to put a single Penny; unlike most of the Companies quoted on the Stock Exchange,” Calvino said.
As at then a cross section of the Shareholders threatened to go to court in order to stop the resolution passed to delist the Company from the NSE, affirming that due process was not followed in reaching the decision.
When probed further, Sola Oni, then Assistant General Manager (AGM) Market Operations/Information Technology said Cappa & D’Alberto have not been forthcoming in submitting their Reports, which was a breach of the NSEÃ’s Post-Listing requirements.
According to him, Cappa & D’Alberto owed the Exchange about N5.9 million for over a period of about four (4) years.
Oni had wondered how many contracts the Company executed in the past years that they could pay about N5.9 million in four years.
