Somtochukwu

The recently signed Finance Act, which empowers the federal government to help itself to a loan of N850 billion naira from dormant accounts and unclaimed dividends, is creating concerns amongst Nigerians.

Through the Act, the federal government is targeting some N850bn from the said funds. It could be more as the Minister of Finance, Budget and National Planning, Mrs Zainab Ahmed said that the figure is still being computed but N850bn is within sight.

“There would be as much as N850 billion. We have to get the exact report from the CBN and then Company’s Registrar to ascertain that so it could be realised into this special trust fund for unclaimed dividends and dormant accounts,” she said.

The loan, the government said, would be used to fund the 2021 budget.

Policy Will Dampen Investors’ Confidence – Analyst
However, some industry watchers say the policy will dampen investors’ confidence and create uncertainty in the sector.

A onetime Security and Exchange Commission commissioner, Charles Udora, raised some underlying issues on the policy.

“Are the dormant account balances limited to any specific amount or will the borrowing take everything in all dormant accounts in all deposit money banks?

“Remember that some may have dormant accounts resulting from being sent out for a period on official assignments or have travelled for studies, etc. They return to the country to discover that their entire savings have been cleared via ‘FGN borrowing from dormant accounts.’ What will such persons do to continue their lives?” he asked.

He also raised concerns about the one-sided contract the government will be entering with these account holders.

“With whom will the FGN be entering into the borrowing contract in view or the state of the Law of Contract in Nigeria, especially in terms of capacity to enter into a valid contract, consideration, parties to the contract, etc? With whom did the FGN negotiate the ‘borrowing’?

“Who is representing the interest of the investors whose dividends will be borrowed? What are the terms and conditions of the borrowing and who negotiated them? How will the borrower pay back principal and interest? What will be the effect of the 12 years Statute Bar on Unclaimed Dividends borrowed by the FGN if the borrowed funds are not repaid within the 12-year window from the declaration of dividends to repayment by the FGN? Who is going to hold FGN accountable?” Mr Udora asked.

Udora’s concerns are not new, however, as before the bill was passed by the National Assembly, federal lawmakers, at a public hearing, expressed concerns over drawing funds from various dormant accounts and unclaimed dividends.

Their concern was hinged on fund availability if the rightful owners of the monies showed up.

During the hearing, the Chairman of the Senate Committee on Finance, Senator Solomon Adeola, posed the question to the Minister of Finance, Budget and Planning.

“We have funds sitting in the registrars and funds sitting in the banks which are not helpful to the system,” the minister, Mrs Ahmed, said.

“The government is just trying to make use of the funds in the interest of Nigerians because there is no point having idle funds in the banks whereas government needs money to carry out many developmental projects.”

The minister also acknowledged the concerns of Nigerians about the government’s plans.

“This is well-intended,” she said. “Some shareholders may not be happy. Certainly, no regulator is happy. The United Kingdom also has a provision that dividends not claimed after four years, revert to the companies that issued them.”

She said that the Debt Management Office issues securities to the registrars in case owners of such unclaimed dividends or deposit in dormant accounts come forward to claim their entitlement.

“It is possible that a different arrangement is in place in other jurisdictions but I want to state that in the amended CAMA, there is a provision that had modified the section that mandates the registrars to return unclaimed dividends after 12 years to the companies that paid the dividends in the first instance. Rather than the companies to take back the money and redistribute, the government wanted to manage the funds,” she said.

She said the fund managers that would be set up would give details of the procedure of how the funds would be managed.

However, representatives of the Independent Shareholders Association of Nigeria, disagreed, saying that unclaimed dividends belong to shareholders, not the government.

Unclaimed dividends, they said, should never be entrusted in the hands of government but reverted to the company that issued them.

It Will Trigger Panic in Banking Sector
Mr Udora, mentioned earlier, on the other hand, said the borrowing strategy, process and procedures have consequences on the larger economy of the country.

“The greatest consequence of this type of ‘borrowing’ is the potential to trigger panic in the investment community and create an atmosphere of flight to safety which is another acronym for a possible run on banks with obvious consequences,” he said.

He further noted that there is enough tension already caused by the COVID-19 pandemic, coupled with the localized threats to the nation’s economy because of insecurity, recession, unemployment, high inflation and “seemingly uncontrollable foreign exchange rates with very little hope of any significant improvement in our foreign exchange receipts”.

He said one of the immediate consequences of the implementation of the borrowing plan is the “unforeseeable further loss of value of the Nigerian Naira.”

“This will result from the loss of faith and confidence in the currency and a possible rush by investors to change the store of value of their assets (both cash and non-cash).

“This action will put further pressure on the already stressed state of our foreign reserves. It will also panic foreign investors to begin to divest in anticipation of a bearish market upon commencement of the borrowing plan”, he noted.

He also said public limited companies will begin holding back on dividend declaration as a means of retaining their funds.

“This action on its own will discourage investors and inflows into the capital market will drop. All these events will end up affecting trade, business and ultimately the taxes of all types may see a decline,” he said.

He called on the federal government to reconsider its proposed borrowing plan and be a little more ingenious about the plan to forestall the attendant “disastrous consequences.”

What is the Finance Act 2020?

On December 31, 2020, President Muhammadu Buhari signed the Finance Bill, 2020 (now Finance Act) into law. The Act, which has a commencement date of January 1, 2021, was signed into law alongside the 2021 Appropriation Bill (now Appropriation Act). The Act introduces significant changes to some tax and regulatory laws in Nigeria including the introduction of COVID-19 incentives alongside other changes.

The Finance Act 2020 Part XV made provisions for the Establishment of Unclaimed Dividends Funds.

It provided that “Subject to Section 44 (1) (h) of the Constitution of the Federal Republic of Nigeria, 1999, there is established by the trust, as a sub-fund of the Crisis Intervention Fund, an unclaimed Funds Trust Fund.”

Thus, “from the commencement of this Act, any unclaimed dividend of a public limited liability company quoted on the Nigerian Stock Exchange and any unutilized amount in a dormant bank account maintained in or by a deposit money bank, which has remained unclaimed or unutilized for a period of not less than six years, from the date of declaring the dividend or domiciling the funds in a bank account, shall be transferred immediately to the Unclaimed Funds Trust Fund.”

The provision exempted government-owned accounts. It said, “provided that this section shall not apply to official bank accounts owned or belonging to the Federal Government, State Governments or Local Governments or any of their Ministries, Departments or Agencies.”

The Act also provided that the Debt Management Office shall supervise the operations of the fund.

The Act prescribed sanctions for default. It indicated that any financial institution that failed to remit the unclaimed dividends shall be liable to a fine three times the amount unremitted.

It also said that owners of the funds can claim the funds at any time.

“Such unclaimed dividends and utilized amounts in a dormant bank account transferred to the Unclaimed Funds Trust Fund shall be a special debt owed by the Federal Government to the shareholders and dormant bank account holders respectively and shall be available for claim, together with the yield thereon, by the shareholder and the bank account holder at any time, pursuant to the aforementioned perpetual trust,” it said.

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