Finance
Banking consolidation, Justice Kayode Eso’s NCMG recommends out of court dispute resolution
By Omoh Gabriel, Business Editor
The Negotiation and Conflict Management Group, NCMG which has justice Kayode Eso C.O.N, Gamaliel Onosode, Dr. Christopher Kolade, Shehu Musa among others as board of Governor has sent a proposal to the federal government through the Central Bank of Nigeria CBN on how to resolve legal issues that may truncate the on going consolidation in the banking industry. The proposal if adopted by the monetary authorities will fast forward the consolidation in the banking industry. The proposal was an out come of a seminar the NCMG held with the CBN on ways to forster the CBN induced consolidation in the banking industry. The proposal “The Mergers and Acquisition Dispute Resolution Program (MADREP)” is hinged on three planks
• The MADREP pledge• The MADREP agreement • The MADREP solve
The proposal seeks alternative to dispute resolution other than the court process which may take years to reach a conclusion. It will be recalled that the Securities and Exchange Commission had drawn attention to the fact the up to December last year no bank had given the capital market regulatory authorities of any merger notice. The SEC had warned that the judicial process involved in merger and acquisition is capable of derailing the entire consolidation process.
According to NCMG “For most business disputes, alternative dispute resolution holds the promise to speedy, amicable, cost-effective and private resolution. M & A related disputes are no exception.
Alternative Dispute Resolution, NCMG said refers to any means of settling disputes outside of the “courtroom” but not necessarily outside of the courthouse (The Lagos & Abuja Multi-Door Courthouses are examples of court connected ADR Centres located within the administrative structure of the Court). The NCMG proposal includes negotiation, mediation, arbitration, early neutral evaluation, conciliation and other hybrids”.
Continuing the NCMG said it was motivated to send the proposal going by the burgeoning court queues, rising costs of litigation and time delays which continue to plague litigants, and stall businesses, in Nigeria particularly as more businesses are beginning* to lay the foundations for alternative dispute resolution in their terms of contract by including in them ADR clauses to accommodate disputes that may arise as a result of the contract.
The NCMG proposal suggest that for “an efficient management of M & A related disputes, the cardinal point in designing a successful ADR process is that it must be fair in fact and perception and must be mutually acceptable to the parties. It is in this regard that we have designed/ customized the Mergers & Acquisition Dispute Resolution Program: MADREP”.
The NCMG proposal for Mergers & Acquisition Dispute Resolution Program is categorised into three:
• The MADREP Pledge, • The MADREP Agreement, •The MADREP Solve.
According to the proposal “The MADREP Pledge is a promise of good faith between: merging banks; merging banks and their employees merging banks and their advisers; merging banks and their shareholders; merging banks and their executive management board; merging banks and the various unions.
The aim of the MADREP pledge it said is to foster a commitment between merging parties to confidential and non-adversarial forms of dispute resolution through ADR. Simply put, signatories to the MADREP Pledge undertake to make ADR their first option in the resolution of disputes that may arise with a simple pledge as follows:
* To explore Negotiation, Mediation, or Arbitration twards the resolution of any dispute which may arise as a result of this merger agreement before litigation is considered.
* In the event that litigation is recommended or finally resorted to in the resolution of any given dispute which involves any other party that has signed this pledge, it will be commenced only after a notice has been forwarded to the other party, provided that the commencement of such an action does not preclude further attempts at negotiation or mediation by the parties.
In the case of MADREP Agreement clauses which parties to a MoU or merger agreement may insert to instruct disputes that may arise from their contract.
Dispute resolution clauses may specify only one dispute resolution mechanism or may provide an opportunity for others. The proposal suggest a two or three step process. “It might first stipulate that if the parties are unable to work out their differences on their own through negotiation, mediation may be resorted to and in the event that it is still not resolved through mediation, parties may then submit to binding arbitration”.
* “In the event of any dispute, claim, question, or disagreement arising from or relating to this Memorandum of Understanding (or merger agreement) or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
* Failing the ability of the parties to resolve the dispute within a period of 14 days through negotiation; all disputes, claims questions or differences shall be referred to confidential mediation at The NCMG Centre for Dispute Resolution in accordance with the provisions of its Commercial Mediation Rules. The mediation proceeding may be initiated by either of the parties upon notice to the other party (ies) or the NCMG Centre for Dispute Resolution
* Failing the ability of the parties to resolve the dispute through mediation, the dispute shall be referred to arbitration as administered by The NCMG Centre for Dispute Resolution in accordance with the Arbitration and Conciliation Act, Cap. 19, L.F.N.
There shall be a single arbitrator, and the appointing authority shall be the NCMG Centre for Dispute Resolution. The venue of arbitration will be the NCMG Centre for Dispute Resolution Lagos, or such other venue as agreed by the parties or advised by the NCMG Centre for Dispute Resolution.
The MADREP Design also recommends a hybrid of the fore mentioned processes for the effective resolution of related disputes. Examples of such processes are
This is a process in which an experienced attorney, retired judge or a dispute resolution specialist evaluates the relative strengths and weaknesses of the positions advanced by the parties, the probable outcome at trial and offer parties an impartial assessment of case strength. The evaluator will assist the parties in settlement negotiations and/or renders an advisory opinion as to settlement value, if parties so request.
Finance
Afreximbank successfully closed its second Samurai Bond transactions, raising JPY 81.8bn or $527m
African Export-Import Bank said it has successfully closed its second Samurai bond transaction, securing a total of JPY 81.8 billion (approx. USD 527 million) through Regular and Retail Samurai Bonds offerings.
The execution surpasses the Bank’s 2024 debut issuance size, attracting orders from more than 100 institutional and retail investors, marking a renewed demonstration of strong Japanese investor confidence in the Bank’s credit and its growing presence in the yen capital markets.
On 18 November, Afreximbank priced a JPY 45.8 billion 3-year tranche in the Regular Samurai market following a comprehensive sequence of investor engagement activities leveraging Tokyo International Conference on African Development (TICAD9), including Non-Deal Roadshows (NDRs) in Tokyo, Kanazawa, Kyoto, Shiga and Osaka, a Global Investor Call, and a two-day soft-sounding process which tested investor appetite across 2.5-, 3-, 5-, 7-, and 10-year maturities.
With market expectations of a Bank of Japan interest rate increase, investor demand concentrated in shorter tenors, resulting in a focused 3-year tranche during official marketing.
The tranche attracted strong participation from asset managers (22.3%), life insurers (15.3%), regional corporates, and high-net-worth investors (39.7%).
Concurrently, Afreximbank priced its second Retail Samurai bond on 18 November, a JPY 36.0 billion 3-year tranche, more than double the inaugural JPY 14.1 billion Retail Samurai issuance completed in November 2024.
The 2025 Retail Samurai bond also marks the first Retail Samurai bond issued in Japan in 2025.
Following the amendment to Afreximbank’s shelf registration on 7 November 2025, SMBC Nikko conducted an extensive seven-business-day demand survey through its nationwide branch network, followed by a six-business-day bond offering period.
The offering benefited from strong visibility supported by Afreximbank’s investor engagement across the country, including the Bank’s participation at TICAD9, where Afreximbank hosted the Africa Finance Seminar to introduce Multinational Development Bank’s mandate in Africa and its credit profile to key Japanese institutional investors.
MBC Nikko Securities Inc. acted as Sole Lead Manager and Bookrunner for both the Regular and Retail Samurai transactions. Chandi Mwenebungu, Afreximbank’s Managing Director, Treasury & Markets and Group Treasurer, commented:
“We are pleased with the successful completion of our second Samurai bond transactions, which marked a significant increase from our inaugural Retail Samurai bond in 2024, and which reflect the growing depth of our relationship with Japanese investors.
The strong demand, both in the Regular and Retail offerings, demonstrates sustained confidence in Afreximbank’s credit and mandate.
We remain committed to deepening our engagement in the Samurai market through regular investor activities and continued collaboration with our Japanese partners.”
Finance
Ecobank unveils SME bazaar: a festive marketplace for local entrepreneurs
Ecobank Nigeria, a member of Africa’s leading pan-African banking group, has announced the launch of the Ecobank SME Bazaar—a two-weekend festive marketplace designed to celebrate local creativity, empower entrepreneurs, and give Lagos residents a premium shopping experience this Detty December. The Bazaar will hold on 29–30 November and 6–7 December at the Ecobank Pan African Centre (EPAC), Ozumba Mbadiwe Road, Victoria Island, Lagos. Speaking ahead of the event, Omoboye Odu, Head of SMEs, Ecobank Nigeria, reaffirmed the bank’s commitment to supporting small and medium-sized businesses, describing them as the heartbeat of Nigeria’s economy. She explained that the Ecobank SME Bazaar was created to enhance visibility for entrepreneurs, expand market access, and support sustainable business growth.
According to her, “This isn’t just a market—it’s a vibrant hub of culture, commerce, and connection. From fresh farm produce to trendy fashion, handcrafted pieces, lifestyle products, and delicious food and drinks, the Ecobank SME Bazaar promises an unforgettable experience for both shoppers and participating SMEs. Whether you’re shopping for festive gifts, hunting for unique finds, or soaking in the Detty December energy, this is the place to be.” Ms. Odu added that participating businesses will enjoy increased brand exposure, deeper customer engagement, and meaningful networking opportunities—making the Bazaar a strong platform for both festive-season sales and long-term business growth. The event is powered by Ecobank in partnership with TKD Farms, Eko Marche, Leyyow, and other SME-focused organisations committed to building sustainable enterprises.
Finance
16 banks have recapitalised before deadline—CBN
The Central Bank of Nigeria (CBN) has said that16 banks have so far met the new capital requirements for their various licences, some four months before the March 31, 2026 deadline. The apex bank also indicated that 27 other banks have raised capital through various methods in one of the most extensive financial sector reforms since 2004. Addressing journalists at the end of the Monetary Policy Committee (MPC) meeting in Abuja, CBN Governor Mr Olayemi Cardoso said the banking recapitalisation was going on orderly, consistent with the regulator’s expectations. He said, “We are monitoring developments, and indications show the process is moving in the right direction.” Nigeria has 44 deposit-taking banks, including seven commercial banks with international authorisation, 15 with national authorisation, four with regional authorisation, four non-interest banks, six merchant banks, seven financial holding companies and one representative office.
Cardoso explained that eight commercial banks had met the N500 billion capital requirement as of July 22, 2024, rising to 14 by September of the same year. The number has now increased to 16 as the industry continues to race toward full compliance. He said that the reforms would reinforce the resilience of Nigerian banks both within the country and across the continent. “We are building a financial system that will be fit for purpose for the years ahead. Many Nigerian banks now operate across Africa and have been innovative across different markets. These new buffers will better equip them to manage risks in the multiple jurisdictions where they operate,” Cardoso said. According to him, the reforms would strengthen the financial sector’s capability to support households and businesses. He said, “Ultimately, this benefits Nigerians—our traders, our businesses and our citizens—who operate across those regions. “It should give everyone comfort to know that Nigerian banks with deep local understanding are present to support them. Commercial banks are also creating their own buffers through the ongoing recapitalisation.”
He added that the apex bank considered several factors in determining the new capital thresholds, including prevailing macroeconomic conditions, stress test results and the need for stronger risk buffers. He reassured on the regulator’s commitment to strict oversight as the consolidation progresses. “We will rigorously enforce our ‘fit and proper’ criteria for prospective new shareholders, senior management, and board members of banks, and proactively monitor the integrity of financial statements, adequacy of financial resources, and fair valuation of banks’ post-merger balance sheets,” Cardoso said. He said the CBN remained confident that the banking system would emerge stronger at the conclusion of the recapitalization exercise, with institutions better prepared to support Nigeria’s economic transformation Banks have up till March 31, 2026 to beef up their minimum capital base to the new standard set by the apex bank. Under the new minimum capital base, CBN uses a distinctive definition of the new minimum capital base for each category of banks as the addition of share capital and share premium, as against the previous use of shareholders’ funds.
While most banks have shareholders’ funds in excess of the new minimum capital base, their share premium and share capital significantly fall short of the new minimum definition. The CBN had in March 2024 released its circular on review of minimum capital requirement for commercial, merchant and non-interest banks. The apex bank increased the new minimum capital for commercial banks with international affiliations, otherwise known as mega banks, to N500 billion; commercial banks with national authorisation, N200 billion and commercial banks with regional license, N50 billion. Others included merchant banks, N50 billion; non-interest banks with national license, N20 billion and non-interest banks with regional license will now have N10 billion minimum capital. The 24-month timeline for compliance ends on March 31, 2026. Under the guidelines for the recapitalisation exercise, banks are expected to subject their new equity funds to capital verification before the clearance of the allotment proposal and release of the funds to the bank for onwards completion of the offer process and addition of the new capital to its capital base. The CBN is the final signatory in a tripartite capital verification committee that included the Securities and Exchange Commission (SEC) and the Nigeria Deposit Insurance Corporation (NDIC). The committee is saddled with scrutinising new funds being raised by banks under the ongoing banking sector recapitalisation exercise.
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