Mar 2015 Financial News

Republic to pay US$285,000 fine

Mar 12, 2015

Republic Bank’s managing director David Dulal-Whiteway said he hopes the recent findings of Ghana’s Security and Exchange Commission (SEC), will bring closure to all of the allegations of insider trading made against the T&T bank. 

He said in an effort to conclude the matter and without any admission of wrongdoing, Republic Bank will not contest the SEC’s finding that it had breached certain rules of the country’s takeover code in its acquisition of shares in Ghana’s HFC Bank. He said the bank will pay the US$285,000 proposed by the SEC “in the interest of allowing the business of HFC Bank and Republic Bank to proceed without distraction.”

In newspaper advertisements yesterday Dulal-Whiteway said: “Republic Bank affirms that all our actions have been based on our understanding of rules and regulations of the regulatory bodies.” Allegations of insider trading were made in January by two directors of HFC Bank who called on the SEC to investigate their claims before beginning the process of a mandatory takeover. 

Last May, HFC Bank sued Republic Bank and Ghana’s SEC claiming there had been breaches of the SEC code on takeovers and mergers in the attempt to do a mandatory takeover by purchasing HFC shares held by the Union Bank of Nigeria. However HFC Bank was ordered by Ghana’s Supreme Court present their accusation of insider trading to the SEC for investigation.

The SEC investigated and found that the facts could not sustain the allegations of insider trading in Republic Bank’s acquisition of shares from Union Bank. However, the SEC found that Republic had unintentionally breached certain rules of the takeover code by not reverting to the SEC for approval.

The SEC’s code on takeovers and mergers states: “No person shall make an offer to acquire shares or voting rights of a public company which together with shares or voting rights if any held by such person or by persons acting in concert entitle such person to exercise effective control in the target company without complying with the takeover procedures…”

The SEC said the allegation of insider trading could not be substantiated since Republic Bank duly disclosed the price per share on offer and the board of HFC Bank and the Bank of Ghana also approved the purchase of the additional shares. 

“We at Republic Bank have remained committed to following due process since our initial investment in the HFC Bank and with the conclusion of this matter we look forward to all interested partners moving swiftly toward concluding the long outstanding mandatory takeover process (MTO)—the internationally recognised process that gives shareholders, the ultimate owners of the company, the opportunity to make a decision on their shares and the future direction of HFC Bank,” Dulal-Whiteway said.

Source:
Trinidad Guardian
Thursday March 12, 2015

http://www.guardian.co.tt/business/2015-03-12/republic-pay-us285000-fine