Our Capital Market practice team possess sound capital markets experience to help major corporate bodies, federal and state governments and financial institutions access - or offer - funding in innovative ways. The firm is registered with the Securities and Exchange Commission (“SEC”) and a good number of members of the team are registered as Sponsored Individuals and/or Compliance Officers.
Our experience include advising issuers, sellers, and underwriters involved in initial and secondary public offerings of securities, advising issuers on transaction involving the offering of debentures, bonds, as well as diverse financial instruments, preparing legal opinions for issuers, underwriters, and rating agencies, negotiating agreements with underwriters, amongst others.
Our Capital Market team is well positioned, and has worked extensively with regulatory and government bodies, including but not limited to the Nigerian Stock Exchange, and SEC, to obtain applicable legal and regulatory consents and approvals for, and on behalf of our clients, and ensuring an expedient compliance with the relevant filings and notifications.
Utilising our knowledge, experience, and global reach, we are focused on the business objectives of our clients, managing the risks inherent in financing transactions, and utilising resources efficiently to help clients achieve their goals. As a result of the diverse nature of our clients, our representation of issuers, underwriters and other market operators, and our strong knowledge base, our group has a thorough understanding of the business and legal issues that arise in complex financing transactions, and the ability to create the requisite cutting-edge solutions that meet the needs of our clients.
2005-2006 Banks Recapitalisation
During the recapitalisation of banks in 2005-2006, PUC served as advisers to three successfully recapitalised banks, and worked with them through the various processes of mergers and equity-raising activities.
Emergence of Unity Bank PLC
We were principal legal consultants in the merger of First Interstate Bank PLC, Intercity Bank PLC, Tropical Commercial Bank Plc, Center Point Bank PLC, and Pacific Bank Limited, which produced Unity Bank PLC. In that capacity, we provided legal advisory services and support, through the merger, and handled post-merger completion processes.
We conducted legal due diligence exercises on the merging banks and their subsidiaries, we prepared the required legal documentation for the pre-merger arrangements, and the required Information Memorandum and Merger Programme. We also filed pre-merger notice, accompanied by relevant documents with SEC and CBN, and obtained approvals-in-principle for the merger, and the relevant court orders.
We also convened and moderated court-ordered meetings to secure shareholders’ support for required Resolutions thereat. We prepared and reviewed Scheme of Arrangement documents and obtained SEC approval and court sanction therefor; and provided post-merger advisory and support services including planning and negotiation of redundancies, pension schemes, corporate and work-culture fusion etc.
Union Bank of Nigeria 2005 Public Offer and Rights Issue
We were joint solicitors to Union Bank of Nigeria PLC in its highly successful 2005 Public Offer of 1,105,137,778 Ordinary Shares, and Rights Issue of 894,862,222 Ordinary Shares. As solicitors to the Bank, PUC was responsible for the negotiation, drafting, and reviewing of all the transaction documents, including but not limited to the Interim Legal Report for the Offer, the offer documents, vending agreements between the Bank and Issuing Houses, among others. It is an affirmation of the quality of our services that Union Bank raised N55.1 billion about N17 billion in excess of the set out target of N38 billion.
Unity Bank PLC Rights Issue
PUC acted jointly with the law firm of Abdullahi Ibrahim & Co. as Solicitors to Unity Bank Nigeria PLC for its 2010 23,928,142,026 (Twenty Three Billion, Nine Hundred and Twenty Eight Million, One Hundred and Forty Two Thousand and Twenty Six) Rights Issue. PUC was involved in the review of all the transaction documents including compliance with the attendant regulations.
DAMNAZ Acquisition of Societe Nigerienne Cimenteries S.A
We acted as solicitors to Damnaz Cement Company Limited (“Damnaz”), one of the fastest-growing cement manufacturers in Nigeria in the acquisition of majority shareholdings in Societe Nigerienne Cimenteries S.A (“SNC”) registered in Niger Republic.
The majority shareholder in SNC - Scancem International ANS (“Scancem”), intending to divest its shareholding in SNC conducted an auction sale in which Damnaz had emerged as the preferred bidder. We provided legal advisory services, and guided Damnaz through the entire acquisition process, including reviewing the bid document, and preparing transaction documents, including a Memorandum of Understanding with the minority shareholders in SNC, by which the minority shareholders waived their pre-emptive rights in respect of Scancem’s shares in SNC.
Private Placement - 138,235,652 Ordinary Shares of a Company
We were solicitors to a publicly quoted and leading diversified, food-focused, consumer products/services Nigerian conglomerate in its capitalisation exercise, vide a private placement bid. The placement was for the sale, issuance and allotment of 138,235,652 Ordinary Shares in the Company, through private allotment.
Access Bank N100Billion (approx. USD666,666,667) Bond Issue and N70 Billion (approx. USD466,666,667) Global Depository Receipts Offshore Placement
We were joint solicitors to the trustee for the Access Bank N100 Billion Bond Issue in 2009. Our role, in that capacity, included assisting and working with the financial advisors to develop a structure and plan for sinking fund to be maintained in the bond issue; drafting the Trust Deed and negotiating, reviewing and advising on all documents relating to the powers, rights, liabilities and indemnification of Trustees to the Issue.
We negotiated all transaction documents, including the paying agency agreements, the vending agreement, the underwriting agreement and the Trust Deed in so far as they affect the rights of the trustees and the bondholders; provision of general advice to the Trustee up to closing. We had earlier acted as external counsel to Access Bank PLC in respect of a successful N70Billion Global Depositary Receipts Offshore Placement in 2007.
Zenon v. Chevron Oil Nigeria PLC
PUC, in 2009, successfully represented a consortium of Six (6) Banks (“the Consortium”) comprising the former Bank PHB, Zenith Bank PLC, Fidelity Bank PLC, First City Monument Bank PLC, Union Bank PLC, and the former Oceanic Bank PLC, before the Investment and Securities Tribunal (“IST” or the “Tribunal”) in a matter filed by a certain shareholder in Chevron Oil Nigeria Plc. In the matter, the shareholder alleged that the sale of 100% equity of Chevron Africa Holdings Limited in Chevron Nigeria Holdings Limited, amounted to an indirect takeover of Chevron Oil Nigeria PLC, being a publicly traded company, without complying with the rules that govern the takeover of such companies.
The shareholder sought declaratory, injunctive, and sundry reliefs aimed at scuttling the Chevron share sale transaction. The action was instituted against SEC and 17 other Respondents, including the Consortium that financed the acquisition of the Chevron shares. The said shareholder had indeed obtained interim orders of injunction against the Respondents in an ex parte application. PUC filed a preliminary objection challenging the jurisdiction of the IST to entertain and determine the matter as between the said shareholder and all the Respondents, apart from SEC, in view of the provisions of the Investment and Securities Act 2007 on the jurisdiction of the Tribunal.
Most of the other Respondents also filed Preliminary Objections on varying grounds. In a considered ruling delivered on 10 June 2009, the Tribunal upheld our objection and did not only strike out the suit against the Consortium, but also against all the other Respondents.
Cecilia Oloyede v. Securities and Exchange Commission
This action was commenced by a shareholder of Chevron Nigeria Limited seeking to challenge the transfer of 60% equity in its business interest to MRS Holdings Limited, on the ground that due process was not followed. The Applicant also alleged that there were infractions of certain provisions of the Investments and Securities Act 2007. Based on the various preliminary objections filed by the parties, particularly PUC, the Suit was eventually struck out. PUC represented the Consortium.