Unity Bank Lied To NSE On $1bn Financing Deal, Says Milost

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Milost Global Incorporated a U.S-based Private Equity firm,  on Monday accused Unity Bank of lying and said the tier two lender agreed to delist from the Nigerian Stock Exchange (NSE), and move its primary listing to the USA.

The company said that “On Monday, October 23, 2017, at 11:05 EST, Milost Global Incorporated was visited by Oluwatomi Somefun, the CEO of Unity Bank Plc, at its New York Offices. The meeting was scheduled for 11:00 am EST and it went ahead as planned.

“The meeting was attended by Milost Global Inc. analysts and the Chairman Egerton Forster. At the meeting, she explained the need for capital funding at the bank and also their expansion plans.”
Unity Bank was not immediately available for comments when BusinessDay called.

The statement by its Managing Partner and CEO, Kim Freeman, Milost Global Incorporated also officially announced the termination of the Unity Bank Plc transaction.

Milost Global said on August 7, 2017, it received a request for a call with the CEO and CFO of Unity Bank Plc, adding that on the call, Unity Bank expressed its interest in working with Milost Global Incorporated as its funding partner for its growth plans in Nigeria.

“Following the call, a desktop due diligence was conducted by Milost to its satisfaction. On September 4, 2017, a $1 billion financing term sheet was fully executed by both Milost and Unity Bank. The facility, a combo of equity and debt, was provided on the exciting understanding that Unity Bank would delist on the Nigerian Stock Exchange and move its listing to the USA. The signed term sheet was approved by the board of Unity Bank,” Milost said on Monday.

Central Bank of Nigeria (CBN) has been monitoring the whole drama at Unity Bank Plc, which is under regulatory watch. Insider sources said CBN is swiftly moving to start investigations on this development. CBN would need to acknowledge receipt of Certificate of Capital Importation (CCI) for all alleged inflow of funds from Milost to its targeted companies in Nigeria.

Bloomberg had on March 19, 2018, reported that Milost was looking to inject as much as $1 billion (about N360billion) to recapitalize Unity Bank Plc.

Milost said Bloomberg article was “very factual except that Milost was to acquire 30percent of the bank, whereas, in reality, Milost was to take a controlling 60percent of the bank at closing, in a transaction that would retain the same board members and the same management for continuity of operations.”

On March 21, Unity Bank Plc in a letter to the Nigerian Stock Exchange (NSE) notified shareholders and other stakeholders of the bank that it has not reached any agreement with Milost to warrant such speculation.

The bank made the further clarification that’s regarding the on-going recapitalization programme that it has not received any commitment for investment of $1billion from Milost Global Incorporated.
Milost added that Bloomberg tried to reach them by “email but we didn’t respond as we don’t usually entertain journalists”.

This is exactly the same manner they disregarded BusinessDay emails and calls but in their statement, they said, “Milost Global Inc. wishes to clarify this due to the repeated unprofessional conduct of Business Day Nigeria…who are failing to verify facts and communicate with all sides before print.”

“Last week, Unity Bank issued a false statement which denied signing a binding commitment agreement, disputing a factual and founded Bloomberg article that initially reported on the transaction”, according to Milost.

“It was then agreed that Milost Global Inc. would start further due diligence on Unity Bank Plc. Further due diligence process started on the same week on the instruction of the Chairman of Milost Global Inc., Egerton Forster. Further due diligence was satisfactory and Milost issued a binding commitment agreement to Unity Bank which was approved by the board of Unity Bank and executed by both parties on November 14, 2017,” the statement reads.

“It is normal practice for all the publicly quoted companies which we fund to notify the market regulator on the signature of the commitment letter since it has a material effect to the stock; however, Unity Bank did not. Milost assumed that this did not happen because Unity had agreed to move its listing to the USA,” according to Milost.

Milost claimed in the statement that soon after the Bloomberg story broke, the New York-based PE firm “started receiving threatening emails from a gentleman who says he is politically connected to the powers that could shut Milost out of Nigeria if Milost didn’t terminate the Unity Bank transaction.”

“The said individual was very well informed about our dealings with Unity Bank such that he knew the audit group Milost had hired to carry out the final due diligence.

“He told Milost to tell the board of Unity Bank that the audit firm had instructed Milost that Unity Bank was a bad investment, failing which he would unleash the media on Milost using among other things accusations that would cause the government to send Milost packing. These threatening emails were shared with the CEO of Unity Bank and the then CFO Ebenezer Kawole”, Milost further stated in the statement.

Milost claims that following the purported threatening emails from those it said are ‘politically connected’, “negative articles by BusinessDay Nigeria started appearing accusing Milost of operating a pump and dump operation.”

“At that point, Milost realized that the original threats had begun to materialize, because, after that first BusinessDay article on its alleged pump and dump, another email was received confirming that it is the work of the blackmailer.”

Questions are now being raised on the market surveillance unit of the Nigerian Stock Exchange (NSE) seen to have been asleep and not spotting the misleading disclosures.

Meanwhile, our source at the Securities and Exchange Commission (SEC) said the commission is swooping in with investigations on Milost operations in Nigeria.
“If anyone is found guilty definitely we will apply sanctions,” our source added.

For the Nigerian Stock Exchange, it was a hard start to the week as most of their staff engaged in marathon meetings after BusinessDay report exposed the activities of the Milost entity.

This would have sullied the Nigerian stock market adjudged amongst world’s top-3 best performers in 2017. Whistleblowing is allowed in
the stock market and the media professionals are integral participants in the whole process.

Before now, the Nigerian Stock Exchange has shown commitment to maintaining a fair and orderly market.

On May 12, 2017, the Nigerian Stock Exchange issued a circular on publication of announcements or press releases via the issuers’ portal which among others require that information on that portal “must not be misleading and shall not exclude or omit any material facts.”

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