'Grave injustice' - Ex-Heritage bank board castigates BoG

'Grave injustice' - Ex-Heritage bank board castigates BoG
Source: Ghana|myjoyonline.com
Date: 08-01-2019 Time: 03:01:42:pm
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Board members of defunct Heritage bank has described the withdrawal of their universal banking licence as “a grave injustice and a terrible precedent”.

In a statement, the erstwhile Board members said none of the reasons given for the withdrawal of the licence by the Bank of Ghana (BoG) was raised in several meetings they had with the central bank.

The bank on January 4, 2019 justified the revocation said the majority shareholder of the bank, Mr. Agongo, does not meet the “fit and proper person” test set out in Banks and SDI Act, 2016 (Act 930).

Revocation of Heritage Bank license - Detailed BoG explanation

BoG explained that the ¢120 million used to set up the bank appears to be linked to sources under criminal investigations.

Seidu Agongo, the majority shareholders, is standing trial on 27 charges including bribery and causing financial loss to the state after the state said his company Agricult did not have the capacity to provide fertilisers when it won contracts valued at 217 million.

The regulator also said companies owned by Mr. Agongo were also given contracts by the bank in related party transactions.

Effectively in a sense, Mr. Agongo was giving contracts to Mr. Agongo under suspicious circumstances.

The companies are Sassh Alliance, Moor Company Limited and Kedge Company Limited. 

BoG also revealed it has cause to believe shares purportedly owned by a nominee shareholder Ruth Leena Abazerri is actually owned by Seidu Agongo which breaches Ghana’s Anti-Money Laundering Act which requires full disclosure of beneficial owners of shares.

In a three-page response, the former Board members rejected the claims.

 

PRESS RELEASE BY THE FORMER BOARD OF DIRECTORS OF HERITAGE BANK LIMITED (CURRENTLY UNDER RECEIVERSHIP)

The Bank of Ghana on Friday, 4th January 2019 announced the revocation of the banking license of Heritage Bank Limited on the following grounds;

    1. Suspicions relating to the source of the bank's capital and matters related therewith including the claim that it was derived from contracts with CoCobod which were the subject matter of an ongoing criminal prosecution
  1. Issues around the shareholding of the Bank and alleged nondisclosure of ultimate beneficial shareholders;
  1. several related party transactions which were not above board
  1. the significant shareholder was not ‘fit and proper”.

We would have preferred not to enter into any public disputation about these matters with the Central Bank so as not to further darken the cloud that hangs over the ongoing banking sector reforms. However, we owe a duty to ourselves, our cherished customers and our dedicated staff, who in the face of numerous challenges remained committed to the vision of the bank to the very end, and to the general public who have been keen observers of the developments in the banking sector, to clarify certain claims in the press release by the Bank of Ghana that are either complete falsehoods or inaccurate at best. We wish therefore to state as follows:

 

(1) Suspicious source of capital and related matters

We find it puzzling that the Bank of Ghana should now be disputing the existence of a contract between HBL’s main shareholder and COCOBOD, when the Bank, as part of its due diligence ahead of the granting of HBL’s provisional banking license had requested and received confirmation from COCOBOD of the existence of the contractual arrangements between the COCOBOD and the said shareholder.

We also want to state on record that Heritage Bank NEVER RECEIVED, nor is the Board aware of any order from the High Court (or any other court for that matter) for disclosures relating to any contract involving Mr Seidu Agongo. Indeed, we are hearing of this matter for the VERY FIRST TIME through the Governor’s news conference.In any case, we are unable to fathom why the High Court would order Heritage Bank to make disclosures in respect of a contract that it is not a party to, or a custodian of.

Furthermore, it is even more puzzling that the Bank of Ghana would claim it has it has no knowledge of Mr. Seidu Agongo being a shareholder of Sarago Limited. The shareholding structure of Sarago Limited is a matter of public record since it is a registered company at the Registrar-General’s Department. More importantly, the Bank of Ghana in its own provisional license to Heritage Bank stated as a condition that the concentration of HBL’s shareholding in Mr. Seidu Agongo and Sarago Limited be diluted within three years of the commencement of operations. Mr Agongo’s association with Sarago Limited was thus known to Bank of Ghana at the time of the licensing.

On the issue of transfer of an amount of GHC15.8m and the acquisition of some properties owned by the main shareholder which were stated in the Financial Statements of 2017, it will be misleading on the part of Bank of Ghana to claim that the bank and its shareholders, directors and management have failed to clarify matters. The records at the bank are very clear on these transactions and could have been very easily verified by the Banking Supervision Department if indeed they had any issues with the figures. What is more, the Bank of Ghana, through the Banking Supervision Department WAS NOTIFIED IN WRITING about these entries. A Sale and Purchase Agreement covering the acquisition of the buildings, together with copies of the Valuation Reports from a competent property valuation firm were all duly forwarded to the Bank of Ghana.

From the documents referred to above, there is thus no basis for any doubts about the name of the shareholder whose property was being acquired. The valuation reports from the professional valuers also do give the basis of the valuation; and do indeed establish the basis for the prices agreed and captured in the Sale and Purchase Agreement that was executed between the two parties in the transaction. Even disregarding the correspondence sent to the BOG on this matter, A TEAM FROM THE BANKING SUPERVISION DEPARTMENT of the Bank of Ghana did carry out an onsite inspection in July 2018 (last year). This team did have all documents made available to them and did express satisfaction with the explanations that were given them by management. Everything about the transaction was thus totally above board and made available to the Bank of Ghana.

 

  1. The grounds for the revocation of HBL’s license also included a claim that the bank had approved ‘several related party transactions’, that is loans and facilities to it main shareholder. Three companies were cited in the Governor’s statement

SASSH ALLIANCE: Heritage Bank gave facilities totaling GHC6m; an Overdraft of GHC3m, and a Bank Guarantee of GHC3m which were fully collateralized, were subjected to the standard credit requirements, and were duly approved by the Board in accordance with S.67 of Act 930. These are the only transactions with SASSH ALLIANCE.

MOOR COMPANY LIMITED: The company had a vehicle leasing contract with Heritage Bank by which it provided the bank with its vehicles. This contract was terminated when the bank purchased the vehicles.

KEDGE COMPANY LIMITED: The company rents out properties to some of Heritage Bank's branches.

All the above transactions were handled in a transparent manner and at arm's length. Apart from the credit facility to Sassh Alliance, Heritage Bank has no exposure to any of the companies mentioned.

 

(4) The significant shareholder was not fit and proper

It is not clear to us how the Bank of Ghana came to this conclusion but this is a matter obviously best dealt with by the said shareholder in any manner that he shall deem appropriate. Suffice it to say only that neither the bank, nor its directors or shareholders were afforded the statutory notice period, by the Bank of Ghana, within which to have responded to the allegations made prior to the abrupt revocation its license, contrary to the provisions of the very same law under which the license was revoked.

 

(5) Conclusion

As a Board, we had engaged with the Bank of Ghana including the Governors on numerous occasions ALL in relation to meeting the capital requirement, and at no time had the issues now being given as grounds for the revocation of the bank’s license been raised. Indeed as recently as Deccember 24, 2018 the Bank of Ghana had given Heritage Bank clearance for a potential investor who had brought proof of funds to transfer the money. We had considered and applied for consideration under the Ghana Amalgamated Trust scheme and had received positive signals. We were literally in conversation with our prospective investor when the bank was summoned at about 12pm to a meeting at 2pm and handed a letter revoking the bank’s license.

Heritage Bank was by the Bank of Ghana’s own admission a solvent bank. It NEVER received liquidity support from the Bank of Ghana. Its corporate governance record had never been impugned by the Bank of Ghana. We believe we have been done a grave injustice and a terrible precedent set that does not bode well for the future. We have dealt herein only with matters affecting the Board’s responsibilities that needed to be clarified to set the record straight, and this, without prejudice to whatever legal options the shareholders may wish to avail themselves of in order to get justice for the even greater harm done to them.

 

ISSUED BY THE ERSTWHILE BOARD OF HERITAGE BANK LIMITED.


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