Re: Collusion, Manipulation And Insider Dealing In The Mis-Appropriation Of Glanvill Enthoven & Co Nigeria Ltd Equity Shareholding – Deliberate Short Changing Of The Owner States Of Oyo, Ondo, Ogun, Osun & Ekiti States

Civil Society Network Against Corruption (CSNAC) is a coalition of over hundred and fifty Anti-corruption organizations whose primary aim is to constructively combat corruption vigorously and to ensure the effective monitoring of the various Anti-graft agencies in the fight against corruption and contribute towards the enthronement of transparency, accountability, probity and total commitment in the fight to eradicate corruption in Nigeria.

This Network has received a petition from victims of criminal misappropriation of shares, forgery and corruption perpetrated by management Staff of Glanvill Enthoven and Co Nig Ltd and investigated the allegations and confirmed their veracity. According to our findings, back in 1957, the Western Region Government through National Bank Ltd incorporated Glanvill Enthoven & Co Nig Ltd (GEN) as an Insurance Brokerage Company in Nigeria with 50/50 Equity ownership with Glanvill Enthoven London, UK as the Technical Partner. Glanvill London was subsequently acquired by Jardine Lloyd Thompson (JLT Risk Solutions) who nominated NIB Investment (W.A.) (NIBI) to represent her interest in GEN. That foreign holding was then treated as JLT/NIB Shares in GEN

During Indignation Decree in the 1970s, National Bank acquired additional holding to become 60/40 majority owner. In the same 1970s, banking regulation directed banks to divest from ownership of insurance and Insurance brokerage companies. As a result of this, the 60% ownership in Glanvills was transferred to Odua Investment Company Ltd (OICL).

From then thereon, OICL continued to nominate Directors to serve along with the nominees of NIBI as Directors on the Board of GEN. OICL been owned by the 5 South West Owner States usually populate the Board of Glanvill with persons nominated by the Owner States Governments and typically one of them serves by rotation as Non Executive Chairman of the Board.

STRANGE DEVELOPMENTS LEADING TO GLANVILL OWNERSHIP MIS-APPROPRIATION

Regrettably, the Management of OICL led by the Group Managing Director based at Cocoa House, Ibadan was observed to have ineffective oversight relationship with the Board and Management of GEN. Some of the documents indicate GEN where they have 60% controlling equity being regarded as an Associate Company and there are manifested cases of contest of reporting relationship and subordination by GEN Management and Board with OICL Management and Board.

It is such control vacuum that allowed OICL nominated Non Executive Chairman and Directors at GEN in the 2000’s to wrongly assume Executive powers and steer the company for personal benefits. JLT Risk Solutions in 2004 decided to withdraw its 40% Ownership from GEN amounting to 6 million shares. OICL paid N16.26m for these shares to JLT Risk Solutions’ nominated Agent – David Garrick & Co (Appendix 1 – FCMB Bank Draft of 1 Sept 2004, Official Receipt & Acknowledgment Letter dated 7 September 2004).

This action gave OICL 100% Ownership and Consideration paid is EVIDENT. One Chief Tunji Omisore was the OICL nominated Chairman of GEN at the time of this transaction. It was later known to OICL that Chief Omisore back in 2003 was involved in subterfuge action to sell JLT Shares in GEN to an unknown buyer for which the then OICL GMD sent a letter dated 20 November 2003 to JLT dissociating OICL from such illegal move (Appendix 2).

LOSS OF GEN OPERATING LICENSES IN OCT 2015 AND DEVELOPMENTS SO FAR

The management of GEN led by Mr Francis Akinola (MD) and Mr Akin Onifade (Executive Director) at the annual expiration of the three operating licenses of Glanvill Enthoven – General, Reinsurance and Life & Pension on 30 June 2015 failed to file for renewal within the statutory 90 days ending 30 September 2015. The documents were filed on 16 October 2015 and NAICOM (National Insurance Commission), the regulator descended on them by REVOKING all the licenses.

OICL and GEN Boards subsequently discharged from service that management that was now unacceptable to NAICOM due to negligent loss of the licenses in February 2016 and recruited a new Managing Director that resumed in May 2016.

GEN management have filed for re-registration as stipulated by NAICOM in May 2016 but the applications had many queries from the Regulator. OICL & GEN were requested to provide full disclosure about the Shareholders of GEN, their CAC Share Ownership & Promoters, their Directors and Profile as well as Shareholders’ line of business.

SHOCK FINDINGS THAT BORDERS ON MIS-APPROPRIATION OF THE COMMON PATRIMONY OF THE SOUTH WEST

By the current CAC Forms C02 and C07, the Owners of GEN are :-
Odua Investment Co Ltd – 55%
UIB Limited – 40%
Glanvill Staff Trustee – 5%

Based on this, we have looked thoroughly at provided evidence and found that UIB Nigeria Ltd RC No. 491828 registered on 4 September 2003 (Appendix 3) is the company on Corporate Affairs Commission’s records. There was also a United Insurance Brokers Nigeria Ltd with RC 3085 that is now DELISTED.

There are sets of Agreements found and reviewed as below Appendixes 4 -7 :-
Memorandum of Understanding dated 3 January 2006 Signed between OICL and United Insurance Brokers Limited, an Insurance Brokerage Company registered with Lloyds of London and having its principal place of business at 69, Mansell Street, London, E18AN, England
Shareholders Agreement dated 3 January 2006 Signed between OICL and United Insurance Brokers Limited, an Insurance Brokerage Company registered with Lloyds of London and having its principal place of business at 69, Mansell Street, London, E18AN, England
Technical Partnership Agreement dated 6 January 2004 Signed between GEN and United Insurance Brokers Limited, an Insurance Brokerage Company registered with Lloyds of London and having its principal place of business at 69, Mansell Street, London, E18AN, England
Service Agreement dated 3 January 2006 Signed between OICL and GEN

Our Findings:

There is ample evidence of Fraudulent Acquisition of the purported 40% Shares of GEN by UIB Ltd or UIB Nigeria Ltd floated by Chief Tunji Omisore as there is neither a clause for consideration in the Shareholders’ Agreement nor any evidence of payment for the 40% Shareholding.
There is a deliberate act of forgery and impersonation of United Insurance Brokers Ltd of UK in the said Shareholders’ agreements. Whereas this is a London based Company, the signatories on the various agreements are Nigerians out of which Chief Tunji Omisore and a Prince Kole Aderemi signatures can be identified. In addition, there are deliberate attempts to clone the official letterheads of United Insurance Brokers Ltd (UIB UK) – See Appendixes 8 -11
There is Collusion, Acquiescence and Insider Dealing by GEN and OICL management in the execution of the purported share Transfer transaction in the Shareholders’ Agreement.
Our demands:

Independent investigation of allegations and documents contained in this petition.
Invite All OICL GMDs and Company Secretaries and GEN MDs and Company Secretaries from 2003 to Date to explain their role in (a) above and all Established cases of Insider Dealing on the part of OICL & GEN Staff should be Diligently Prosecuted.
Prosecution of all those involved in the criminal conversion and acquisition of shares and dividends from GEN and forgery in UIB letterheads.
UIB Ltd or UIB Nigeria Ltd to surrender 40% Share illegally acquired including Board positions to OICL.
UIB Ltd or UIB NIGERIA Ltd to refund all Dividends, Technical Fees, Directors Fees & other Emoluments and Benefits so far collected and return assets of GEN in the possession of any of the UIB appointed Directors since the inception of the Fraud.
Revocation of UIB Nig Ltd, UIB Ltd and United Insurance Brokers Nig Ltd part ownership of GEN and its Subsidiaries.
Communicate the revocation as in (e) above to all Regulators (e.g. NAICOM, CAC, FRCN).

CSNAC is therefore by this petition demanding your prompt and urgent investigation and action on this matter. We thank you for your usual understanding and cooperation.

 

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