Re­pub­lic Bank's man­ag­ing di­rec­tor David Du­lal-White­way said he hopes the re­cent find­ings of Ghana's Se­cu­ri­ty and Ex­change Com­mis­sion (SEC), will bring clo­sure to all of the al­le­ga­tions of in­sid­er trad­ing made against the T&T bank.

He said in an ef­fort to con­clude the mat­ter and with­out any ad­mis­sion of wrong­do­ing, Re­pub­lic Bank will not con­test the SEC's find­ing that it had breached cer­tain rules of the coun­try's takeover code in its ac­qui­si­tion of shares in Ghana's HFC Bank. He said the bank will pay the US$285,000 pro­posed by the SEC "in the in­ter­est of al­low­ing the busi­ness of HFC Bank and Re­pub­lic Bank to pro­ceed with­out dis­trac­tion."

In news­pa­per ad­ver­tise­ments yes­ter­day Du­lal-White­way said: "Re­pub­lic Bank af­firms that all our ac­tions have been based on our un­der­stand­ing of rules and reg­u­la­tions of the reg­u­la­to­ry bod­ies."Al­le­ga­tions of in­sid­er trad­ing were made in Jan­u­ary by two di­rec­tors of HFC Bank who called on the SEC to in­ves­ti­gate their claims be­fore be­gin­ning the process of a manda­to­ry takeover.

Last May, HFC Bank sued Re­pub­lic Bank and Ghana's SEC claim­ing there had been breach­es of the SEC code on takeovers and merg­ers in the at­tempt to do a manda­to­ry takeover by pur­chas­ing HFC shares held by the Union Bank of Nige­ria. How­ev­er HFC Bank was or­dered by Ghana's Supreme Court present their ac­cu­sa­tion of in­sid­er trad­ing to the SEC for in­ves­ti­ga­tion.

The SEC in­ves­ti­gat­ed and found that the facts could not sus­tain the al­le­ga­tions of in­sid­er trad­ing in Re­pub­lic Bank's ac­qui­si­tion of shares from Union Bank. How­ev­er, the SEC found that Re­pub­lic had un­in­ten­tion­al­ly breached cer­tain rules of the takeover code by not re­vert­ing to the SEC for ap­proval.

The SEC's code on takeovers and merg­ers states: "No per­son shall make an of­fer to ac­quire shares or vot­ing rights of a pub­lic com­pa­ny which to­geth­er with shares or vot­ing rights if any held by such per­son or by per­sons act­ing in con­cert en­ti­tle such per­son to ex­er­cise ef­fec­tive con­trol in the tar­get com­pa­ny with­out com­ply­ing with the takeover pro­ce­dures..."

The SEC said the al­le­ga­tion of in­sid­er trad­ing could not be sub­stan­ti­at­ed since Re­pub­lic Bank du­ly dis­closed the price per share on of­fer and the board of HFC Bank and the Bank of Ghana al­so ap­proved the pur­chase of the ad­di­tion­al shares.

"We at Re­pub­lic Bank have re­mained com­mit­ted to fol­low­ing due process since our ini­tial in­vest­ment in the HFC Bank and with the con­clu­sion of this mat­ter we look for­ward to all in­ter­est­ed part­ners mov­ing swift­ly to­ward con­clud­ing the long out­stand­ing manda­to­ry takeover process (MTO)–the in­ter­na­tion­al­ly recog­nised process that gives share­hold­ers, the ul­ti­mate own­ers of the com­pa­ny, the op­por­tu­ni­ty to make a de­ci­sion on their shares and the fu­ture di­rec­tion of HFC Bank," Du­lal-White­way said.