- SEC approves Elumelu, Heirs Holdings’ quest to beef up equities in Transcorp to 35.94%
The Central Bank of Nigeria and the Nigerian Communications Commission have directed Deposit Money Banks and Mobile Network Operators to settle the long-standing N250bn USSD debt dispute.
This was contained in a directive titled “2nd Joint Circular of the Central Bank of Nigeria and the Nigerian Communications Commission on the Resolution of the USSD Debt Issue Between Deposit Money Banks and Mobile Network Operators.”
The circular dated December 20, 2024, signed by the Ag Director of the Payments System Management Department at the CBN, Oladimeji Taiwo, and the Head of Legal and Regulatory Services at the NCC, Chizua Whyte, outlined specific measures for debt settlement.
The regulators expressed deep concern over the protracted dispute between DMBs and MNOs regarding the use of MNOs’ USSD platforms for banking services. Despite several efforts, the issue remains unresolved.
The telecom operators had called for a structured payment plan from regulators to address the mounting debt that has caused significant concern in both sectors.
In response to this, the CBN and NCC directed that 60 per cent of all pre-API invoices must be paid as full and final settlement.
DMBs and MNOs are required to agree on payment plans, either a lump sum or an installment, by January 2, 2025. If installment payments are chosen, they must be completed by July 2, 2025.
For post-API debts, which stem from transactions after the introduction of Application Programming Interfaces in February 2022, the CBN and NCC mandated that DMBs pay 85 per cent of all outstanding invoices by December 31, 2024. Additionally, 85 per cent of all future invoices must be cleared within one month of issuance.
The CBN and NCC also directed the immediate discontinuation of all litigation related to the USSD debt issue, adding that failure to comply with the directives would result in sanctions by the relevant regulatory bodies.
The circular said, “In view of the foregoing, the CBN and the NCC hereby direct DMBs and MNOs as follows: 1. That 60 per cent of all pre-API invoices must be paid as full and final settlement. Payment plans (lump sum or installments) must be agreed upon between a concerned DMB and MNO by January 2, 2025. Installments must be based on equal monthly payments, with full payment due by July 2, 2025.
“DMBs must pay 85 percent of all outstanding invoices issued after the implementation of APIs (i.e., February 2022) by December 31, 2024. Similarly, 85 per cent of future invoices must be liquidated within one month of service.”
The CBN and NCC also emphasised that the transition to end-user billing will be activated only for DMBs and MNOs that comply with the payment terms.
Both agencies will provide further guidance on public enlightenment initiatives related to the transition.
Pending the finalisation of this transition, MNOs are instructed to implement the “10-seconds rule” for USSD invoicing, meaning that any session lasting less than ten seconds will not be billable.
The circular allows DMBs with prepaid billing options the opportunity to migrate to EUB, subject to the completion of the required regulatory processes.
The CBN and NCC stressed that non-compliance with these directives would result in sanctions, underscoring the regulators’ commitment to resolving the dispute and ensuring stability within both sectors.
The circular added, “Failure to comply with the terms outlined in this directive will attract necessary sanctions, ensuring that both DMBs and MNOs uphold their obligations.”
SEC approves Elumelu, Heirs Holdings’ quest to beef up equities in Transcorp to 35.94%
Meanwhile, the Board of Directors of shares of Transnational Corporation (Transcorp) Plc says the Securities and Exchange Commission has approved a bid by Tony Elumelu, Dr. (Mrs.) Awele Vivien Elumelu and Heirs Holdings Limited to increase their combined holdings in the company to 35.94 percent through direct and indirect shareholdings.
Tony Elumelu is the chairman of the company, his wife Dr. Awele Elumelu is a director, while both of them have the largest shares in Heirs Holding Limited which is the major shareholder of Transcorp Plc.
Transcorp Plc Group Company Secretary, Atinuke Kolade, in a statement to the Nigerian Exchange Limited, on Monday, said the announcement is in fulfillment of the board’s disclosure obligations in line with relevant regulatory guidelines and corporate responsibility to stakeholders.
According to the notification, the parties on April 20, 2023 purchased 1,493,477,786 shares of Transcorp Plc to consolidate their holdings in the company and increase their equities holdings to 35.94 percent.
However, as required by regulatory provisions they have to seek the approval of the SEC to validate the action.
The notice reads in part, “On April 28, 2023, HH Capital Limited (“HH Capital” or “Offeror”) purchased 1,493,477,786 (One Billion, Four Hundred and Ninety-Three Million, Four Hundred and Seventy-Seven Thousand, Seven Hundred and Eighty-Six) ordinary shares of Transnational Corporation Plc (“Transcorp”) at a weighted average price of ₦3.12 (Three Naira, Twelve Kobo) per share.
“This transaction increased the direct and indirect cumulative shareholdings of HH Capital (including shares held by Related Parties – Tony O. Elumelu CFR, Dr. (Mrs.) Awele Vivien Elumelu OFR and Heirs Holdings Limited) to 35.94% (Thirty-Five point Ninety-Four percent) of the share capital of Transcorp, hence triggering the mandatory tender offer provisions of the Investment and Securities Act, 2007 (as amended) and the Rules and Regulations of the Securities and Exchange Commission, 2013 (as amended).
“Following this development, we wish to announce to the Nigerian Exchange Limited and the general public that HH Capital has obtained the necessary approvals from the Securities and Exchange Commission to make the tender offer of up to 2,032,399 fully paid and issued ordinary shares equivalent to 0.02% of the issued and fully paid ordinary shares in Transcorp to other shareholders at 0.25% premium to the opening price of the ordinary shares of Transcorp as of the opening date, for each unit of ordinary shares tendered.”
