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PREAMBLE
We shall begin this lecture by first explaining
what it means to be a REGISTRAR to a Company/government whose Share/Stock/Bo nds
are quoted on the stock exchange.
WHO IS A REGISTRAR?
The Oxford Advanced Learners Dictionary defines –
REGISTRATION as the action of registering something/somebody; one
can therefore define a REGISTRAR as a person whose duty is to keep official
record, especially of births, deaths, marriages and shareholdings.
SHARE REGISTRATION AS A BUSINESS
We can deduce from the above that Share Registration
as a business is the creation and maintenance of the register of members (widely
known as shareholders/bondholders) of quoted/unquoted Companies
and Government.
From the legal angle, the Company and Allied Matters
Act required that the register of members must be well kept with detail
information as to full name number of shares held, date of entrance and exit
date etc.
FUNCTION OF REGISTRARS
A registrar is expected to perform the following functions:
Maintenance of register of members as to change in addresses,
names, bank mandates, handling deceased shareholding etc.
They also play prominent role in respect of new issues, Rights
issues, Private placement, Merger and Acquisition etc.
Others function include.
dividend payment.
Issuance of share certificates
Distribution of offer documents and audited reports.
Organizing/Officiating at Annual General Meeting /Extraordinary
General Meetings
Production/filing of statutory report with CAC, SEC and other
regulatory authorities.
Registration of share transfers in liaison with CSCS Ltd.
PROBLEM ASSOCIATED WITH SHARE OWNERSHIP
Having come this far, this importance aspect of
my delivery will identify problems based on what obtains in the Nigeria
Capital Market and as it affects the Nigerian Shareholder. The most
prominent of these problems and which seem to cut across the various
registrars and shareholders alike are as follows.
Non-receipt of dividend warrants.
Non receipt of share certificate-bond issues and new issues.
Loss of contact due to change in addresses.
Late receipt of notice for AGM, offer document/rights circulars.
Lack of knowledge to know how to handle deceased
shareholdings.
The hold-tight syndrome.
As the popular adage goes, a problem identified, is a problem half
solved. In the light of this, the nature of each problem shall be
examined briefly while solution based on previous experiences shall
be proffered.
PROBLEM NUMBER ONE
NON-RECEIPT OF divIDEND WARRANT/SHARE CERTIFICATES
Shareholders ordinarily, expect returns on their
investment. Companies do declared dividends during AGMs and expect
this to be distributed within a reasonable period of time.
For one reason or the other, these dividend warrants get to the
beneficiaries either very late or not at all. Experiences have show
that this occurs mostly due to our inefficient poster delivery
system or usage of wrong postal addresses.
POSSIBLE SOLUTIONS
Notify the registrar of change in your address on time.
Confirm that this has been effected. How? Through the receipt
of their written acknowledgement of the change sent through your
new address.
Where possible, use your post office box/private mailing box
instead of residential addresses. It is safer and faster.
If you have a bank account you may request and complete a dividend
mandate form. This will allow payments to be passed through your bank
account under advice from your Bankers.
You can also exceptionally, arrange with the registrar for personal
collection of your dividend warrant/share certificates. However,
you need to give them early notice of such arrangement.
HOW DO I SOLVE PROBLEMS INVOLVING UNCLAIMED ITEMS
Simply contact registrar concerned by personal visit/writing.
Confirm if your address on their records is correct.
If the item has earlier been return unclaimed, it will be made
available to you after being positively identified as a rightful
owner. If not you will require to complete an indemnity form to
enable them issue a duplicate.
Inform your registrar of subsequent change in address –
VERY IMPORTANCE
PROBLEM NUMBER TWO
LATE/NON-RECEIPT OF NOTICES OF AGMS AND OFFER DOCUMENTS.
In practice, companies place notice of their Annual/Extra ordinary
General meetings (AGMS & EGMS)on the national dailies; That
notwithstanding, they are statutorily bound, to send notices of such
meetings within a stipulated period (21 days)preceding the meeting
date to all shareholders.
However, for reason bordering on poor poster system or change of
addresses without notice to the registrars, these notices may not
get to their destinations. At times, they are received after the
meetings have taken place. While the registrar should strive at all
times to ensure that they get to their shareholders at all times,
they may perhaps be hamstrung, due to late receipt of document from
the client companies.
POSIBLE SOLUTION
The various solutions identified in respect of non-receipt of dividends
and share certificate shall suffice with the exception of dividend
mandate instruction.
PROBLEM NUMBER THREE
LACK OF KNOWLEDGE AS TO HANDLING OF DECEASED RELATIONS
SHAREHOLDERS
At one point or the other, death of loved one does occur. The immediate
families of the deceased shareholders are expected to handle his investment most
especially if the deceased left behind young ones who are not of
age.
WHAT DO I DO?
Notify the registrar of the death on time in order to avert illegal
or unauthorized transfer of the shares. Ensure a death certificate
accompanies the notice sent to the registrar.
Obtain letters of Administration/probate as the case may be.
Approach the registrar in writing with the document (original
for sighting only) along with the original share certificates that
you can lay your hand on as well as banker letter of confirmation
of administrators signature. From many personal experiences, Administration
usually delays the registration of their name due to their inability
to comply fully with this requirement.
With these documents in place, the share certificate will be suitably
amended, to reflect the administrators’ names and return to
you.
If you are in possession of unpaid stale dividend warrants, make
same available for revalidation/endorsement and confirm if there
has been any dividend payment since the date of death. Also those
declared but not claimed by the decease should be ascertained.
If you desire, request for and complete a dividend mandate instruction
form so that subsequent dividend can be paid through your bank account.
Always ensure that registrars are kept inform of any change in
address.
CHANGE OF NAME
A female shareholder may change her name due to marriage while
a change in name could also occur due to personal reasons.
WHAT DO I DO IF THIS HAPPEN?
Approach your registrar in writing.
Avail them with your document – in case of marriage, marriage
certificate/copy of newspaper notifying the world of the change
in name.
Ensure your letter to the registrar bears your old and new
signatures.
Avail registrar with your original share certificates in the
order to effect the new change in name by endorsement.
WHAT IF THE CHANGE IN NAME IS NOT DUE TO MARITAL STATUS?
In this case the procedure is the same with substitution of the
legal document evidencing change of name with marriage certificate.
Please note that in all cases, original document must be sighted.
CHANGE OF ADDRESS
A Shareholder may need to change his or her address for any
reason.Whenever this is necessary,Download the Change-of-Address
Form availiable here .Then fill
and send to:
The Registrar,
First Registrars Nigeria Ltd.
2, Abebe Village Road, Iganmu
P. M. B. 12692
Lagos.
PROBLEM NUMBER FOUR
THE HOLD-TIGHT SYDROME
The fact that Rights issue implies that existing shareholders,
are given provisional allotment based on their number of present
holdings, obviously preclude non-shareholders from participating.
Also, the failure to buy share through public offer when on sale,
coupled with the fact that transmission of shares is limited, leaves one
with only one choice. That choice is the secondary market (second
hand shares but definitely not tokunbo) of the Nigerian stock exchange
with the assistance of stockbroker.
However, such shares may not be available due to
prevailing practice of holding tight to share by Nigerian shares
holders. This is quite at variance, to what obtains in the developed
capital market outside our shores. Nigerians do not believe in the
quick entry and exit maxim. Shares are acquired in most cases, as
if they are real property – a sort of lifetime illiquid investment
to be inherited by their offspring.
The capital market can not outgrow the numbers
of shares on offer. Unless and until quoted companies offer their
share for sale through public issues or existing shareholders sell
theirs, (though at times rather than sell, they also want more)
one’s desire to own a particular company’s share/stock
may not materialize. Even if it does, it may not be at the desire
quantity.
The practice has greatly reduced the quantity of share/stock traded
and also hindering the much anticipated growth of the Nigerian
Stock Exchange.
CONCLUSION
The various problems/solutions highlighted above
are by no means exhaustible. Also, the absence of adequate
and well documented research materials has not helped matters.
This notwithstanding, I sincerely believe that this humble
piece will go a long way in attending to various problems the
NIGERIA SHAREHOLDERS has to contend with
On behalf of the management and staff of FIRST
REGISTRARS NIGERIA LIMITED, I wish you all successful shareholders
forum while assuring you of willingness and readiness to attend
to your enquiries expeditiously.
Thank you.
ASSISTANT REGISTRAR
FIRST REGISTRARS NIGERIA LIMITED
PLOT 2 ABEBE VILLAGE ROAD, IGANMU LAGOS.
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