Mr. Osita Nwanisobi, Director, Corporate Communications at the CBN in a statement made available to TechEconomy, said that given the potentially grave implications for the stability of the bank, financial sector and the Nigerian economy, the CBN was constrained to correct these inaccuracies.

Setting the records straight, he said:

“For the records, the public is referred to the statement dated October 20, 2022 by CBN & AMCON announcing the sale of 100% equity in Polaris Bank PLC to a new core investor, Strategic Capital Investment Limited (SCIL), wherein it provided copious details of the process by which the sale was conducted.

“Contrary to claims in the aforementioned online publication, the divestment from Polaris Bank was supervised by a Divestment Committee (Committee) comprising senior representatives of AMCON & CBN and supported by reputable legal and financial advisers. In addition, the divestment mode, process and decision received requisite board and regulatory approvals.

“At no time did any other party make a higher purchase offer as falsely claimed by the online publication”.

The apex bank’s spokesman said that the entity in question, Fairview Acquisition Partners, had indicated an interest in acquiring two banks, including Polaris Bank, for a total sum of N1.2 trillion, an indicative offer which significantly discounted the existing N1.305 trillion debt owed by Polaris Bank to AMCON and so represented a material loss to the Federal Government.

“Notwithstanding, along with twenty-four (24) other parties, Fairview Acquisition Partners was invited by the financial advisors to participate in the sale process via the execution of a Non-Disclosure Agreement (NDA), the first stage of the process. The financial advisors informed the Committee that Fairview Acquisition Partners neither executed nor returned the NDA despite verbally confirming receipt of the agreement and after follow-up from the financial advisors.

“Therefore, Fairview Acquisition Partners did not take the opportunity to update their offer by participating in the divestment process and thus did not make a binding purchase offer for Polaris Bank.

“The divestment was executed based on the relevant laws, global best practices for bank resolutions, and requisite regulatory approvals. The Committee, along with its legal and financial advisers, conducted a rigorous technical and financial evaluation of the purchase proposals, assessing promoters’ fitness and propriety, offer price received vs. reserve price, funding structure and financial capacity, strategy and growth plans, amongst others.

“Following evaluation, the promoters of the strategic purpose vehicle, SCIL, emerged as the preferred purchaser, having presented the most comprehensive technical/financial purchase proposal and the highest-rated growth plans for Polaris Bank. In addition to passing all fitness and propriety tests, the promoters also made the highest financial offer for the bank, which was significantly above its core valuation and reserve price.

“SCIL’s binding offer involved an immediate upfront consideration of N50 billion and full responsibility for the debt of N1.305 trillion owed to AMCON, essentially a total purchase consideration of N1.355 trillion. This offer was the most competitive and provided taxpayers and the Federal Government with more than full recovery of its intervention cost. By the sale, the CBN and Federal Government achieved a successful, value-driven resolution of a strategic financial institution.

“This curiously-timed online publication deliberately misrepresents the circumstances surrounding the sale of a strategic asset of the Federal Government. Its misleading statements are obviously intended to undermine the credibility of the divestment process. It also portends negatively on the stability of Polaris Bank and risks derailing the progress made by the monetary authorities.

“We reiterate that the divestment from Polaris Bank was an institutional decision supervised by a Committee comprising senior representatives of AMCON & CBN, coordinated through reputable legal and financial advisers and approved by the respective leadership and boards of the two institutions”.

He said that the CBN remains resolute in pursuing its mandate to promote a safe and sound financial system in Nigeria.

“This is for the records and attention of the general public”, the statement reads.

The new Board will be led by the existing Chairman M K Ahmad. He will be joined on the board by 6 non-executive directors and 3 executive directors, bringing extensive experience in the banking and wider financial services sector in Nigeria and internationally, and expertise in corporate governance, human resource management, law and regulation.

The incoming board are:

1. Alhaji MK Ahmad (Chairman)
2. Mr Abubakar Danlami Suleiman (Non-Executive Director)
3. Ms Salma Mohammed (Non-Executive Director)
4. Mr Adeleke Alex Adedipe (Non-Executive Director)
5. Mr Ahmed Almustapha (Non-Executive Director)
6. Mr Francesco Cuzzocrea (Non-Executive Director)
7. Mrs Olabisi Olubunmi Odunowo (Non-Executive Director)
8. Mr Adekunle Sonola (Executive – MD/CEO)
9. Mr Abdullahi S Mohammed (Executive Director)
10. Mr Segun Opeke (Executive Director)

Meet the new Board (profiles):

Alhaji M K Ahmad OON (Chairman)

With more than 37 years’ experience leading and working across the private and public sectors MK has extensive knowledge of the financial services, telecoms and FMCG sectors. He has been the Chairman of Polaris Bank since 2018, overseeing the stabilisation of the bank and the introduction of best practice corporate governance.

MK currently serves as the Chairman of the Interim Management Board of International Energy Assurance as well as Chairman of the Technical Committee of the National Council on Privatisation.

He is also a Board Director of Flour Mills of Nigeria Plc, MTN Nigeria Communications Plc and FBN Holdco. Prior to this MK served as the pioneer Director General of PENCOM.

Mr Abubakar Danlami Suleiman (Non-Executive)

Mr Suleiman has more than 30 years of experience in the banking sector, having worked at the Central Bank of Nigeria, GT Bank, Continental Trust Bank, UBA Plc, NAL Bank Plc, Intercontinental Bank Plc (Executive Director), Sterling Bank Plc (Executive Director), Standard Chartered Bank (Managing Principal) and most recently as Deputy Managing Director/Acting Group Managing Director of Keystone Bank between 2017 and 2019.

He has vast technical experience in the Financial Service sector, and very strong management and leadership qualities. 

He is an alumnus of the Wharton Business School (Pennsylvania, USA) and the INSEAD (France).

Ms Salma Mohammed (Non-Executive)

Ms. Mohammed has over 25 years’ experience as a banker and a Human Resource Management professional having worked in operational and strategic human resource leadership positions across a range of financial institutions. She is Co – Founder/Chief Operating Officer of New Frontier Development Limited, an investment company focused on financial advisory, hospitality, real estate and proprietary investments in start-ups and challenged companies in the SME space.

She was previously the MD/CEO of Centrum Finance Company Limited, a CBN-licensed finance company and brings a strong combination of sector expertise and human capital management experience to the Polaris Bank board.

Mr Adeleke Alex Adedipe (Non-Executive)

Mr Adedipe is the Managing Partner at Duale, Ovia and Alex-Adedipe, where he leads the technology, media and communications practice as well as the M&A and Banking and Finance practice areas. His combination of expertise brings an important perspective to the board as a new strategy focused on innovation is developed and implemented.

Mr Ahmed Almustapha OFR (Non-Executive)

Mr Almustapha is a lawyer and experienced technocrat who served as the Registrar General of the Corporate Affairs Commission (CAC) from 2001 to 2009 during which he is widely acknowledged to have transformed the CAC into a modern IT driven organisation. He has also served on the board of the Federal Inland Revenue Service (FIRS) and is respected as one of Nigeria’s leading authorities on corporate governance.

Mr Francesco Cuzzocrea (Non-Executive)

Mr Cuzzocrea is a banker with more than 35 years experience in the international financial services sector. He has extensive board level  , including in Nigeria where he served on the boards of Heritage Bank (until August 2016) and Oando Plc (until February 2016).

Mrs Olabisi Olubunmi Odunowo (Non-Executive Director)

Mrs Odunowo has more than 25 years experience in the Nigerian banking sector having held operations leadership positions across a range of financial institutions including Coronation Merchant Bank, Stanbic IBTC Bank and Guaranty Trust Bank. She currently applies her extensive operational and customer service experience by advising and capacitating small and medium sized businesses across a range of industries.

Mr Adekunle Sonola (Executive – MD/CEO)

Mr Sonola has more than 33 years of experience in the African financial services sector, most recently as Executive Director Commercial Banking at Union Bank Plc, prior to which he was the pioneer Regional Managing Director of Guaranty Trust Bank East Africa and the Director of Investment Banking at Standard Bank in South Africa.

Adekunle has also served on the boards of First Bank of Nigeria Plc where he chaired the Board’s Risk Management Committee, and Airtel Nigeria Plc.

Mr Abdullahi S Mohammed (Executive Director)

Mr Mohammed has worked in the Nigerian Financial Services and public sectors for more than 20 years, having begun his financial services career with Century Merchant Bank and Kakawa Discount House before being appointed as the Commissioner for Works, Housing and Transport in Kano State. He returned to Kakawa Discount House in 2003, before joining First Bank and ultimately moving to his current position at Polaris Bank.

Mr Segun Opeke (Executive Director)

Mr Opeke has more than 26 years of experience in the Nigerian financial services sector with more than 15 years spent in Senior and Executive Management positions. Segun began his career with Chartered Bank before joining FSB Merchant Bank and then Prudent Bank before joining the then Skye Bank in 2006, rising to become Executive Director of the now Polaris Bank, with more than 15 years’ experience in the institution. 

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Polaris Bank was established by the Central Bank of Nigeria (CBN) on September 21, 2018 to offer commercial banking services to the Nigerian public. 

The bank commenced services on the same day, having purchased the assets and assumed certain liabilities of the defunct Skye Bank.

With a footprint of over 253 branches across the country, Polaris Bank prides itself in delivering exceptional customer experience, leveraging best in class/state of the art Information Communication Technology (ICT). 

By focusing on ICT solutions across multiple service delivery channels (mobile banking, ATMs, POS and online platforms) Polaris Bank maintains a pivotal role in the Nigerian banking industry, providing customers with simple, convenient and secured banking services. 

Strategic Capital Investment Limited (SCIL)

Strategic Capital Investment Limited (SCIL) is a special purpose vehicle established by Ponglomerape Limited and Clotaire Investment Limited to acquire 100% of Polaris Bank with a focus on institutionalisation and technology driving the growth of the bank into a top ten Nigerian Bank in 5 years.

Ponglomerape is a diversified conglomerate and successful private investment group with investments in the real estate, agriculture, manufacturing and consulting sectors. Clotaire is a private investment vehicle controlled by the founders of a leading West African private investment company with interests in a wide range of sectors.