In the wake of the leaked report from the Special Investigator appointed by President Bola Tinubu to probe the Central Bank of Nigeria (CBN) during Godwin Emefiele’s tenure, Titan Trust Bank Limited has issued a comprehensive statement vehemently denying any wrongdoing in the acquisition of Union Bank.

The Special Investigator’s report alleged that the acquisition, which was finalized in mid-2022, did not follow due process and insinuated that Emefiele and associates used illicit funds stolen from the CBN to purchase Union Bank.

In a detailed statement, Titan Trust Bank refuted the allegations, asserting that “the acquisition was conducted in the most professional, open, and transparent bidding process.” The bank clarified key points to address concerns raised by the report.

“The attention of the Board and Management of Titan Trust Bank Limited has been drawn to the widely circulating report of the special investigation into the activities of the Central Bank of Nigeria wherein, among other things, an allegation of illegal acquisition of Union Bank of Nigeria Plc (Union Bank) by Titan Trust Bank Limited (or TTB, the Bank) has featured prominently.

“We are aware that our customers, shareholders, employees, and other stakeholders of the two banks will naturally be troubled by this allegation. Consequently, the Board and Management of Titan Trust Bank Limited wish to clarify the following to set the records straight,” the bank said.

According to the statement, Titan Trust Bank signed a Share Sale and Purchase Agreement (SPA) on December 18, 2021, with Atlas Mara Limited, Union Global Partners Limited, Emeka Emuwa, Standard Chartered Bank, Montane Partners West Africa Limited, TLG Africa Growth Impact Fund, and Sanlam Life Assurance Limited – the bulk shareholders of Union Bank. These shareholders collectively owned 93.41 percent of Union Bank’s issued ordinary share capital.

The acquisition process involved an extensive due diligence process with reputable firms such as PricewaterhouseCoopers Limited (PWC) for financial due diligence, Drey Law Practice (DLP) for legal due diligence, Norton Rose Fulbright (NRF) UK as legal advisers, and Citibank London as financial/transaction advisers. The bulk shareholders engaged White & Case, a prominent UK law firm, as their legal advisers.

“The bulk shareholders together owned 93.41percent of Union Banks issued ordinary share capital. The SPA was the product of a long and tortious due diligence process that involved leading financial and technical advisers,” the statement said.

Titan Trust Bank noted that the acquisition was funded through a combination of debt ($300 million) and an additional equity injection of about $190 million, contributed by the bank’s major shareholders, Magna International DMCC and Luxis International DMCC. The Certificates of Capital Importation (CCI) for both debt and equity financing, evidencing the legal receipt of funds in Nigeria, have been made available upon request.

The statement further clarified that the $300 million acquisition facility was sourced from Afreximbank and is priced on SOFR with a margin of 6.25%, totaling almost 12% per annum, with a moratorium period of 30 months. Titan Trust Bank confirmed payment of interest on the loan for three interest periods (18 months).

Titan Trust Bank stated that it sought and obtained all necessary regulatory approvals from the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), the Nigerian Exchange Limited (NGX), and the Federal Inland Revenue Service (FIRS), among others.

“Following TTBs acquisition of 93.41percent controlling interest in Union Bank on June 1, 2022, a change in control was effected with the dissolution of the former Board and the reconstitution of a new Board with new leadership.”

The bank’s statement was intended to reassure its customers, shareholders, employees, and stakeholders that the acquisition had been carried out transparently and in compliance with regulatory and legal standards. Nonetheless, the potential progression of the matter remains uncertain. Analysts speculate that the investigator’s report, regardless of its outcome, could have a detrimental effect on both investor and customer confidence in the bank.

Former Governor of the Central Bank of Nigeria (CBN), Godwin Emefiele, has vehemently refuted and denounced the allegations made against him in a report by the Special Investigator appointed by President Bola Tinubu. Emefiele, in a strongly worded statement released on Sunday, labeled the accusations as “satanic, baseless, defamatory, and false,” further asserting his intent to pursue legal recourse to clear his name from what he termed as “defamatory statements.”

The embattled former CBN Governor denied a series of allegations put forth by the private investigator, Jim Obazee. Emefiele disclaimed the claim that he had deposited billions of naira in foreign currencies across 593 bank accounts in various countries, including the United States, United Kingdom, and China, without requisite approval from the apex bank’s board of directors and the CBN Investment Committee.

In a statement titled “Re: Emefiele, others stole billions, illegally kept Nigeria’s funds in foreign banks,” released on Sunday night and confirmed by one of his lawyers, Maxwell Okpara, Emefiele countered the allegations presented in the investigator’s report. The report, allegedly submitted to President Tinubu, accused Emefiele of unauthorized actions, including the opening of numerous foreign bank accounts, notably holding £543, 482,213 in fixed deposits in UK banks alone.

Furthermore, the report claimed that the recent redesign of the naira was not explicitly endorsed by former President Muhammadu Buhari and alleged that the idea for the redesign came from Buhari’s aide, Sabiu Tunde Yusuf. It purported that Emefiele had overseen the redesign, involving a fee of £205,000 and only minor alterations to the N1,000, N500, and N200 notes.

Responding to these accusations, Emefiele refuted the claims, emphasizing that he provided evidence of presidential approval for the naira redesign during the investigation, in the presence of senior CBN officials and the investigator’s team. He reiterated President Buhari’s stated authorization of the redesign on multiple occasions, expressing confusion over the investigator’s assertion of a lack of presidential approval.

Additionally, Emefiele contested allegations of a $6.23 million withdrawal from the CBN vault, purportedly based on a falsified presidential directive bearing the signatures of Buhari and the former Secretary to the Government of the Federation (SGF), Boss Mustapha. Emefiele claimed ignorance of such a directive, challenging the investigator to release the alleged documents and statements made during their interactions.

Regarding the 593 foreign accounts, Emefiele explicitly stated non-involvement and lack of knowledge about their creation or the fixed deposits associated with them. He affirmed that the relevant CBN departments hold the authority to undertake such actions within their lawful mandate, distancing himself from any involvement.

The former CBN head who was just released from prison on bail, while reiterating the demand for a transparent investigation into the alleged frauds, announced his decision to pursue legal action to clear his name from the damaging accusations contained in the report and subsequent publications.

Emefiele’s statement reads: “Because of my present situation, I have been advised by my lawyers not to say anything in respect of the matters which have been submitted to the court for adjudication.

“However, I need to address some of the issues raised in the publication which are barefaced lies told by the investigator in order to achieve his satanic agenda,” Emefiele said.

“First, it was reported that contrary to the provision of the CBN Act 2007, there was no presidential approval for the naira redesign.

“I wish to state unequivocally that there was indeed a presidential approval, and the said approval was handed over to the same Jim Obazee during the process of his investigation in the presence of senior CBN officials and his own investigative team.

“Moreover, the former President Muhammadu Buhari GCFR has stated on a number of occasions that he authorized and approved the naira redesign. I am therefore at a loss as to why Mr. Jim Obazee will mislead Nigerians that there was no presidential approval.

“The report also claimed that the sum of 6.23 million dollars was withdrawn from the CBN vault based on a false presidential directive bearing the signature of the former president Muhammadu Buhari GCFR, and that of the former Secretary to the Government of the Federation (SGF), Mr. Boss Mustapha.

“About two weeks ago, Jim Obazee, in the company of a certain Deputy Commissioner of Police from Force CID, came to Kuje to ask me questions in respect of the said document in the presence of my lawyers.

“I stated verbally and in writing that I have no knowledge of such directive from the former president and the former SGF. In fact, I told them that that was the first time I would be seeing the documents. On this, I challenge Jim Obazee to publish the said documents and also the statements that I made to them.

“The final issue that I would like to respond to is the issue of the 593 accounts which were purportedly opened in different parts of the world. I state categorically that I am not involved in the opening of these accounts and I do not have knowledge of their openings. The fixed deposits in those foreign accounts are definitely outside my knowledge.

“However, let me state clearly that the relevant departments of the CBN have the authority to carry out such activities in line with their lawful mandate within the CBN.
I, therefore, join well-meaning Nigerians who have spoken on this matter and have demanded a thorough and transparent investigation of all these alleged frauds.

“Meanwhile, I have instructed my lawyers to immediately commence legal process to clear my name from the defamatory statements contained in the report and by extension the publications,” the former CBN chief stated.