The Dynamic Youth Movement of Ghana (DYMOG) has petitioned the Security and Exchange Commission (SEC) over a $2.25 billion bond issued by the government.
DYMOG wants the Commission’s Hearing and Administrative Committee to investigate circumstances surrounding the raising of the Bond by the Ministry of Finance which it believes is shrouded in secrecy.
The Ministry of Finance has come under intense criticism for lack of transparency since its raised the $2.25 billion Bond last month.
Edward Tuttor, the Convener of the youth group said he wants SEC to “conduct a comprehensive investigation into the Announcement Process, Bidding Process, Auction Process, and finally, how the interest rate of 19.75% was arrived at?”
Below is the full petition:
ADMINISTRATIVE AND HEARINGS COMMITTEE
SECURITY AND EXCHANGE COMMISSION
REPUBLIC OF GHANA,
THE OFFICE OF THE DIRECTOR GENERAL
SECURITY AND EXCHANGE COMMISSION
REPUBLIC OF GHANA
PETITION TO INVESTIGATE THE USD 2.25 BILLION BOND CONTRACTED BY THE MINISTRY OF FINANCE AS ANNOUNCED ON 3RD APRIL, 2017.
On behalf of the leadership and entire membership of the Dynamic Youth Movement of Ghana(DYMOG), I Edward Tuttor, a citizen of Ghana petition the august Hearings and Administrative Committee of the Securities and Exchange Commission, as enshrined in the Securities Industry Law , PNDC Law 333, 1993, later amended into Securities Industry (Amendment) Act, 2000 and finally amended into Securities Industry Law (Amendment) Act, 2016 to thoroughly investigate the USD 2.25 Billion Bond contracted by the Ministry of Finance, under the authority of Finance Minister, Honorable Ken Ofori-Atta as announced on April 3rd,2017.
I petition the Committee with vivid reference to the functions of the Securities and Exchange Commission explicitly stipulated in the Securities Industry Law. For the purpose of this official complaint, I respectfully, draw your attention to:
• (PART II, Article 9b) “to maintain surveillance over activities in securities to ensure orderly, fair and equitable dealings in Securities”
• (PART II, Article 9f) “to protect the integrity of the Securities market against any abuses arising from the practice of insider trading. And;
• (PART II, Article 9g) “to adopt measures to minimize and supervise any conflict of interests that may arise for dealers”
Pursuant to the Commission’s primary objective of maintaining a healthy securities market, by ensuring strict compliance to our local standards as well as global principles, as set by the International Organization for Securities Commission’s(IOSCO), I pray the honorable Committee to look impartially into the issues raised thereof.
A) TRANSPARENCY OF THE BOND.
Honorable Chairman, It is a possibility that one of the most important values of any Securities and Capital Market-Transparency, has been compromised in the execution of the USD 2.25 Billion Bond contracted by the Ministry of Finance as announced on 3rd April, 2017. I suspect the Bond was not Transparent, based on the under listed grounds:
i) Announcement Duration: Honorable Chairman, the Ministry of Finance declares that the Bond is a “Local” Bond. However, the awareness creation surrounding the Bond was less than 24 hours on the Bank of Ghana website. For a local bond, one would have expected that, continuous announcements would be made in the print Media and National Television at least two clear weeks to the start of the process, which is the acceptance of bids. Honorable Chairman, I can say on authority that, a good number of Ghanaians did not know much about this Bond. This leads to suspicion of ‘secrecy’, a sharp contravention to the tenets of security market principles.
ii) Pre-Trading Information: Honorable Chairman, in the wake of the controversy that surrounds this controversial Bond, the Ministry of Finance has not come clear with the Pre-Trading information relating to this Bond. I humbly request the Ministry of Finance, through the Securities and Exchange Commission to make available the comprehensive report on the pre-trading process in the execution of this bond to the Committee, and me the petitioner. To be specific, the requested report should capture the following details:
(1) the duration of the bidding process,
(2) Full List of individuals and Companies that bade and at what interest rate,
(3) Contact and addresses of all the companies and individuals that bade,
(4) The categorization list of the bidders into both competitive and non-competitive bidders and,
(5) The modality on how the bids were received (e-mail, fax inter alia)
iii) Full Report on the Auction Process: Honorable Chairman, it’s an incontrovertible fact that, prices on the Capital and Securities Market are based purely on the forces of demand and supply. The Auction Process of this Bond remains a mystery to me. I once again have reason to suspect the auction process was not transparent and that the whole process was
Staged to favor one particular lender. That notwithstanding, I once again pray the Ministry of Finance, through the Securities and Exchange Commission, to make available to me the petitioner, and the Committee, a full report on proceedings at the auction stage in the execution of this Bond.
Honorable Chairman, all the above mentioned reports are prerequisites in arriving at a satisfactory transparency index, so far as this USD 2.25 Billion Bond is concerned. It is important to also state that, per the global objective of the International Organization of Securities Commissions (IOSCO) in promoting Transparency, Transparency is affirmed by the “Degree to which information about Trading (Both Pre-Trading Information and Post-Trading information) is made publicly available on a real time basis”.
Honorable Chairman, under this section, I pray the august Committee to conduct a comprehensive investigation into the:
1. Announcement Process
2. Bidding Process
3. Auction Process, and finally,
4. How the interest rate of 19.75% was arrived at?
B) CLASSIFICATION OF THE BOND
Article 3.1 of the Ghana Public Borrowing Guidelines (GPBG 2010) categorically defines what External and Internal Borrowing is, “Basically, an external debt is therefore the amount owed to creditors/lenders who are non-resident of the country”. Mr. Chairman, in the execution of this USD 2.25 Billion Bond, Franklin Templeton Investments, a United States of America Origin Company, subscribed a whopping 95% of the Bond, and yet, the Ministry of Finance still maintains the Bond is a local bond.
Honorable Chairman, I write to evoke the powers of the Security and Exchange Commission under Securities Industry Law to conduct a full fledge investigation into why a local bond ended up being overly subscribed to the tune of 95% by a foreign company. In your investigations, I respectfully beseech the honorable Committee to consider these parameters:
1. What makes a Bond local or External per the Ghana Public Borrowing Guidelines.
2. Why did Ghanaian securities and capital market industry players refuse to subscribe to the Bond (poor publicity? lack of confidence in the economy? inter alia)
3. What inspired a single foreign lender contract 95% of the bond? What did the foreign company see the locals did not see?
C) CONFLICT OF INTEREST
Honorable Chairman, Conflict of Interest in the Securities Market is no frivolous issue worldwide, and Ghana should not be an exception. With vivid reference to the Securities Industry Law, Article 143 and 144 states clearly that, dealing with an “Associated” person is a violation of the Law. The Law further defines the conditions that suggest an insider has an interest in a particular security.
Honorable Chairman, I will like to bring to the notice of the Committee that, Franklin Templeton (the company that subscribed 95% of the USD 2.25 Billion Bond) has one of its Board of Directors being Mr. Trevor G.Trefgarne. It is also an established fact that, Hon Ken Ofori-Atta, the Finance Minister at the time of the execution of this bond is the majority shareholder of Data Bank Company Limited.
Interestingly, Honorable Chairman, the Finance Minister and Mr. Trevor G.Trefgarne are co-founders of Enterprise Group. This means that both Mr. Trevor G. Trefgarne and Finance Minister have a common interest in private business (Enterprise Group) and also public business involving USD 2.25 Billion Bond. This is a clear violation of Article 284 of the 1992 constitution.
Honorable Chairman, it also very important I draw your attention to this obvious reality. The position of Hon. Ken Ofori-Atta as Finance Minister makes him the Chief executioner of Government Securities and this puts him in a situation where it is possible sensitive information can be passed to his ‘Associate’, Mr. Trevor G. Trefgarne. Honorable Chairman, if this is true, it’s a clear violation of the “prohibition of dealings in securities by insiders” provision of the Securities Industry Law, Article 128. This calls for serious investigation by the Committee.
Furthermore, per the Ghana Public Borrowing Guidelines, the Ministry of Finance is required to perform a DUE DELIGENCE REPORT so as to help the Ministry make an informed decision as to which lender to engage. The report is to also establish clearly the credibility background of the lender and his sources of raising funds to lend the State. Mr. Chairman, if in that report, Enterprise Group directly or indirectly happens to be one of the possible sources of raising funds to lend the Nation, then clearly, it is possible Mr. Ken Ofori-Atta stands to benefit from the 95% shares contracted by Franklin Templeton so far as the USD 2.25 Billion Bond is concerned.
Under this section, I respectfully pray the honorable Committee to thoroughly investigate the possible conflict of interest pertaining to the Securities Industry Law and global principles of the International Organization of Securities Commissions (IOSCO). By the end of the Investigation, I pray the Committee to diligently and clearly establish whether or not;
1. There is a direct or indirect ‘association’ between Hon. Ken Ofori Attah and Mr. Trevor G. Trefgarne within the remits of the Securities Industry Law and being mindful of Article 284 of the 1992 Constitution.
2. By any means, Hon. Ken Ofori-Atta, used his position as Finance Minister to supply sensitive information pertaining to the execution of this Bond to Franklin Templeton through his business ‘associate’ Mr. Trevor G Trefgarne.
3. Hon. Ken Ofori-Atta stands to benefit directly or indirectly from the 95% shares subscribed by Franklin Templeton in the USD 2.25 Billion Bond using the Due Diligence Report as the main source document in this matter.
Honorable Chairman, within the Sixty (60) days, that the Securities Industry Law permits the Administrative Hearing Committee to sit on this matter and bring out its findings, I respectfully, pray the Securities and Exchange Commission to expedite action on the following issues.
i. The Securities and Exchange Commission as a matter of urgency, must initiate all necessary procedures to halt government from contracting another Bond, until the issues surrounding the USD 2.25 Billion Bond has been fully cleared.
ii. Secondly, the Commission must also kick start processes that will make Ghana join the likes of Kenya, who contract local Bonds through Mobile Money. This will make bond execution process more credible, easier and more transparent.
I also avail myself to assist in investigations especially with issues raised in this petition.
Convener for DYMOG
Ministry of Finance
Commission on Human Right and Administrative Justice (CHRAJ)
Bank of Ghana