SEC Condones RBTT’s ‘Concert Party’ Relationship?

Pressure is mounting on the Securities and Exchange Commission (SEC) over the HFC Bank takeover saga, as more shareholders add their voice to the numerous calls to investigate allegations of ‘concert party’ relationship between the Republic Bank of Trinidad and Tobago (RBTT) and Yellow Tide Limited.

Both RBTT and Yellow Tide Limited are Caribbean-based institutions which hold significant stake in HFC Bank. Yellow Tide Limited has 3,360,557 shares in HFC Bank, representing 1.13 percent of the Bank’s issued shares.

Latest information reaching BUSINESS GUIDE indicates another concerned shareholder, Mahamadou M. Karimou, has cautioned SEC to act quickly to dispel any doubts as to the integrity of the Commission with respect to the mandatory takeover of HFC Bank.

‘I implore you to invoke that mandate and please revisit your decision. Conduct an open, thorough, real and credible investigation as to whether irregularities have occurred between Yellow and Republic, e.g., whether they acted in concert to undermine, circumvent or override proper procedures in their bid to take over HFC.’

Mr. Karimou is the latest shareholder of HFC Bank to formally raise concern about the seeming reluctance of the SEC to launch an investigation to establish the guilt or otherwise of RBTT.

He raised the concern in a letter to the Director General of SEC, Adu Anane Antwi, which was copied to the Bank of Ghana (BoG), Ghana Stock Exchange (GSE), HFC Bank, Eudora Hilda Koranteng, another concerned shareholder and Francis Koranteng, an independent director of the Bank.

Sources told BUSINESS GUIDE that similar concerns have been raised in several quarters among the general public.

However, a number of the shareholders including Mr. Karimou have raised concerns about the manner and outcome of the so-called decision on the investigation and are challenging the SEC to release the full report.

In the letter, Mr Karimou stated, ‘I add my voice in calling for you to reconsider your position and open an investigation as to whether Yellow Tide Ltd., and Republic Bank Ltd., acted in concert in their bid to take over HFC.’

According to the shareholder, the posture of the SEC boss throughout this HFC Bank/ RBTT brouhaha implied that there were no reasonable grounds to investigate what appear to be two parties acting in concert to take over HFC Bank, even though there were indications to the contrary,which ‘indicators’ though may not be sufficient by themselves, could provide the necessary impetus to trigger an affirmative duty to at least investigate.  

The letter therefore cautioned SEC against any attempt to sweep the matter under the carpet, suggesting that the political and social outrage that could happen should the Commission fail to investigate this matter could be of overwhelming proportions.

‘I will spare any suggestion that you would have acted in a dereliction of your duty, and would have gravely underestimated the curiosity of the public to this serious matter.

‘…the average Ghanaian is perhaps preoccupied with the ‘trappings’ of life to survive. However, they are under no illusion as to what good governance ought to be. Public frustration spurred by the level of mendacity swirling around certain individuals and establishments over this matter has already extended a chilling effect on the trust that the public has placed in government institutions.

‘Notwithstanding your dismissive and rather disingenuous reply to Mrs. Koranteng, there are growing concerns and questions about the takeover bid. I hope that development does not pour over, so as to affect the credibility of the SEC as a regulatory body,’ he added.

Mr. Karimou hinted that he might go to court should it become necessary.

On 23 rd December 2014, the B&FT carried a front page report titled ‘Shareholder wants SEC to investigate takeover bid’ in which Mrs. Eudora Hilda Koranteng had requested SEC to institute an investigation into the on-going mandatory takeover process of HFC Bank by RBTT following concerns the Trinidadian bank might have conspired to be compelled to assume a controlling stake in HFC Bank.

Mrs Koranteng who holds 160 ordinary shares, alleged a ‘concert party’ relationship between RBTT and Yellow Tide Limited.

But in a widely publicized response carried in the Daily Graphic of 12 th   January 2015, Mr. Adu Anane Antwi said ‘after carefully considering all the information gathered from the investigations, the Commission did not find a ‘concert party’ relationship between Yellow Tide and Republic Bank with the intent of cooperating to consolidate control of HFC Bank.’

By Samuel Boadi

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