PenCom Reacts To Access Bank’s Takeover Bid For First Guarantee Pensions

The National Pension Commission (PenCom) on Thursday reacted to Prime Business Africa’s report on Access Bank’s move to acquire controlling shares in First Guarantee Pensions Limited (FGPL), a pension fund administrator (PFA), saying ‘‘any investor interested in a PFA or any PFA interested in taking an investor must comply with the provisions of Section 71 of the PRA 2014.’’

A statement sent by Management of PenCom in response to an inquiry by the multimedia organisation said it was unaware of any hostile takeover of First Guarantee Pensions Limited by Access Bank PLC, especially as Section 71 of the Pension Reform Act 2014 (PRA 2014) contains specific conditions that must be complied with for the sale or transfer of significant shareholding of a Pension Fund Administrator (PFA) or a Pension Fund Custodian (PFC).

READ ALSO: EXCLUSIVE: Access Bank’s Takeover Bid For First Guarantee Pensions Raises Dust

Titled ‘‘National Pension Commission’s response to Prime Business Africa’s inquiry on update on the move by Access Bank Plc to acquire First Guarantee Pension Limited,’’ PenCom in its statement said it would only approve acquisition processes that comply with set rules.

The full statement reads: ‘‘The National Pension Commission (PenCom) is unaware of any hostile takeover of First Guarantee Pension Limited by Access Bank PLC. Section 71 of the Pension Reform Act 2014 (PRA 2014) contains specific conditions that must be complied with for the sale or transfer of significant shareholding of a Pension Fund Administrator (PFA) or a Pension Fund Custodian (PFC). Therefore, any investor interested in a PFA or any PFA interested in taking an investor must comply with the provisions of Section 71 of the PRA 2014.

Prime Business Africa had reported that latest moves by Access Bank Plc to take over FGPL, a pension fund administrator (PFA) was met with the stoutest resistance from shareholders who believed that the process contravened the law, specifically the Company and Allied Matters Act (CAMA) 2020.

The takeover bid was reportedly orchestrated on the strength of recapitalisation efforts by PFAs to meet the minimum capital benchmark set by the regulator the PenCom.

Our correspondent reliably gathered that FGPL, in a move to actualise the acquisition, had set up an Extraordinary General Meeting (EGM) for Tuesday April 5, 2022, where the PFA was to suspend the Preemptive Rights of shareholders and enable Access Bank buy out the shares of  FGPL shareholders.

Two days after the report, Chuks Nwachukwu, a Business Lawyer condemned the proposed takeover bid saying that it contravenes the Companies and Allied Matters Act (CAMA) as well as the set rules of engagements for PFAs in Nigeria.

READ ALSO: Why Access Bank’s Takeover Bid For First Guarantee Pensions Fails On CAMA – Lawyer

A senior management staff in Access Bank who spoke to Prime Business Africa shortly after the report in early April, said he was not abreast of the matter, explaining that the situation as narrated could not be entirely correct.

Some vocal shareholders, however, opposed the move, describing it as a ‘hurried deal’ in clear violation of the law, especially as a statutory 21 days notice was required for an EGM in that regard.

Prime Business Africa had sighted documents which confirmed that FGPL was indeed in advanced stage of executing the Access Bank takeover until some shareholders who apparently did not want to let go of their shareholding in FGPL blew the whistle.

This newspaper also reported that, following the resistance the move to waive the preemptive rights of shareholders has been met with, the planned EGM was rescheduled at least twice before the April 5 controversial meeting.

One of the proposed special resolutions planned to be adopted at the EGM is suspension of the provisions of Articles 17 to 25 of FGPL’s Memorandum and Articles of Association, for the purpose of the meeting.’

The Resolutions was to result in the waiving of the preemptive  rights of each shareholder and permit them to offer their shares to a third party.

READ ALSO: How Access Bank, Stakeholders Can Resolve First Guarantee Acquisition Crisis – Lagos Lawyer

A Special Resolution was also expected to be passed to waive the 28 days’ notice period to facilitate the commencement of the EGM. A special resolution is also expected to be passed at the meeting to give every shareholder the right to take up their rights issue shares.