The Securities and Exchange Commission (SEC) is under scrutiny for engaging in activities that are not within its purview, but is doing so to satisfy certain persons who are in close private relations with the Director-General, Rev. Dr. Daniel Ogbarmey-Tetteh.
SEC is presently sitting on a matter involving Mr. Patrick Kingsley-Nyinah and TXT Group BV in connection with shares that the latter acquired legitimately from the Ghana Oil Company (GOIL) and wants the Strategic African Securities (SAS) to transfer to the Republican Bank (Ghana) Limited.
Within the corridors of the SEC, there is murmuring why the matter should have been entertained at all, if not because of Dr. Ogbarmey-Tetteh’s personal interest in the matter that is why the SEC is handling the issues, which should have gone to the law court.
The Inquisitor was reliably informed that when Mr. Kingsley-Nyinah filed a complaint against TXT Group BV challenging SAS in the transfer of the shares, some of the top men felt that the issue was frivolous within the ambit of SEC.
Minutes of meeting held on April 29, 2020 obtained from the vault of SEC point to the fact that Mr. Kingsley-Nyinah’s case is fit for the court of law and not SEC.
It is believed that Dr. Ogbarmey-Tetteh had previously worked with Mr. Kingsley-Nyinah in the same establishment some years back, a situation other top officials say was informing the SEC to sit on the matter.
Per the minutes available to The Inquisitor, Mr. Kingsley-Nyinah feels that TXT Group BV had breached the Deed of Assignment it had with him on the GOIL shares which is 18, 436,800.
He concluded at the meeting that he considered it a breach of the assignment when the TXT Group BV instructed SAS on the 1st day of March 2020 to refrain from dealing with him on the shares and further directed that the shares be transferred to the central depository of the Republic Bank (Ghana) Limited.
Nii Sodzi Laryea, a representative of TXT Group BV, in response to the claims by Mr. Kingsley-Nyinah, acknowledged having signed an agreement with him, but stated that it was not a Deed of Assignment but an Agreement of Intent, which was to crystallize into a Deed of Assignment when Mr. Kingsley-Nyinah paid the agreed consideration.
He explained that he had entered into that agreement without approval from the board of TXT Group BV, but on mere reliance on Mr. Kingsley-Nyinah’s broker acumen displayed in the past, adding Mr. Kingsley-Nyinah failed to meet his obligation under the agreement which occasioned a breach of the agreement and gave TXT Group BV the liberty to assume its rights over the shares.
Nii Laryea stated at the meeting that the copy of the agreement which was presented by Mr. Kingsley-Nyinah was not a true and proper representation of the original agreement because the original agreement had no witnesses appending their signatures.
Again, he said that the seal affixed on the agreement was a forged one, considering that on the day of execution, he (Nii Laryea) did not have TXT Group BV seal in his possession and thus the deed could not be their deed.
The Inquisitor has it that there were objections from other top management members of the SEC when Mr. Kingsley-Nyinah wrote to that outfit challenging the transfer of TXT Group BV shares from SAS to Republican Bank.
However, the SEC Director-General would not take any of the issues raised by those who thought that SEC was embarking on an illegality.
Those who were objecting to the involvement of the SEC in the TXT Group BV shares transfer matter raised concerns in the anomalies in the complaint that Mr. Kingsley-Nyinah filed at the SEC.
The swiftness with which the SEC acted on Mr. Kingsley-Nyinah’s complaint was a kind of shock to some of the top officials of SEC.
Documents obtained from the vault of SEC indicate that Mr. Francis-Nyinah’s complaint was sent personally to Rev. Dr. Ogbarmey-Tetteh via email on March 10, 2020 at 12.29 AM.
The SEC Director-General with alacrity asked Mr. Francis Boadu, Head, Broker-Dealer and Advisers, to write to SAS, on his behalf, inviting representatives for a meeting on Mr. Kingsley-Nyinah’s complaint.
Not even a strong-worded letter from the lawyers of TXT Group BV would prevent SEC from poking its nose into affairs of share transfer that was outside its borders.
Mr. Kingsley-Nyinah, in his letter to SEC, could not state the year that TXT Group BV engaged him for the deed of assignment made the intentions, an error that should have informed the SEC not to entertain his complaint.
There are murmurings within SEC that Rev. Dr. Ogbarmey-Tetteh has lost his meticulous nature because of his involvement in the TXT Group BV matter.
Lawyers for TXT Group BV, Gyandoh Asmah & Co, in a strong-worded letter directly to the SEC Director-General, said that their client (TXT Group BV) had the right to sell its shares without hindrances.
The letter, dated March 11, 2020, said: “We have written to you owing to the legal implication of the intention by the SEC in the matter involving the TXT Group BV shares. We have not received a formal complaint sent to SEC by anyone disputing the legal ownership of our client’s lawfully owned shares.’’
The letter, obtained by The Inquisitor from the vault of the SEC, said: ‘’Much as we acknowledge the object of SEC as regards ensuring an efficient, fair and transparent securities market and do appreciate the extent of power accorded SEC to achieve its object, the said power has a defined scope of application. Indeed, a careful review of Securities Industry Act 2016 (Act 929) would indicate that that SEC’s jurisdiction within the context of complaints/disputes regarding securities, is limited to relations between regulated industry of a private individual/entity to ownership of shares in a company as same constitutes individual personal rights to personal property.”
It stated that ‘’indeed, there is no prima facie evidence of any evidence by the ‘complainant’ and therefore he lacks the requisite capacity to get involved in matter relating to instructions issued by our clients to SAS to transfer its shares to a new broker, Republic Bank. There is no dispute, no share ownership documentation or any legal obstacle that should pause or legally delay this instruction. Any such action is a tort in law.”
It went further that ‘’we have duly advised our client that the transaction contemplated by its letter to SAS does not constitute a dispute over which SEC has the power to make a determination. SEC’s purported invitation to determine who owns the said share is not grounded in law. Our client is therefore amenable to any process under SEC’s auspices aimed at making a determination of a non-existing ‘’dispute’’ or complaint over transfer of shares to another broker unless a legal basis for your invitation is provided.’’
SEC ignored the red flags from the lawyers of TXT Group BV and started going into the issues involving the shares transfer.