EMIS Secretary Confirms Investors Allegations Of FCMB Holding Onto Company’s Funds

Following an allegation by two investors of EM-International Systems (EMIS) Nigeria Limited
National Wireless Telephone Operators, that a commercial bank, First City Monument Bank (FCMB) is holding on to funds belonging to the firm, EMIS Company Secretary, Chidozie Nwandu has confirmed that.

He confined this in an Executive Media Brief made available to newsmen in Kaduna on Sunday March 15, 2026.

He recalled that in 1994, Mr. Emeka Onwuegbuzia, a Nigerian/American Citizen, returned to Nigeria from the United States (after having been resident in the USA for over twenty years), with the intention of establishing a Telecoms Company in Nigeria, using the expertise he had acquired from working in the United States, at some of America’s most prestigious Corporations, such as the erstwhile Rockwell International and Northrop Grumman Corporation.
“He eventually set up EM-
International Systems (EMIS Telecoms) Limited, as a pioneer indigenous fixed wireless
telephone company, based in Lagos, Nigeria.

“His Company which had already commenced operations, with thousands of subscribers, later approached the African Export Import Bank (AFREXIM) based in Cairo, Egypt, for a five million dollar loan facility, to enable EMIS purchase Phase 2 telecommunications equipment to expand its existing network.

“AFREXIM had explained
that not having being in business for up to five years, EMIS could not benefit directly from an AFREXIM Facility, but could come through one of its local correspondent banks to acquire the AFREXIM Facility and suggested First City Monument Bank PLC. (FCMB) for that purpose.

“EMIS thereafter, proceeded to discuss the details of the transaction with FCMB and came to the mutual agreement that: FCMB would assume the role of lender to EMIS Telecoms and guarantor to AFREXIM on behalf of EMIS for the five-million-dollar facility from AFREXIM.

EMIS and FCMB then signed a Loan Agreement, which, among others, demanded an All-Assets Debenture over EMIS’ assets to be made in favour of FCMB.

“All incoming revenue from EMIS current subscribers would be domiciled with FCMB as the sole collecting bank.

“Authority to make any disbursement from the AFREXIM Facility would be vested in FCMB.

“EMIS to issue eight Promissory Notes valued at $500,000 each, in favour of COMDEV International of Canada; the equipment supplier.

“All of the foregoing conditions were agreed upon and EMIS thereafter, formally wrote to the
President of AFREXIM bank, to deduct the sum of $140,000 from the $5m Facility and pay same
to FCMB as a Facility Management fee.

“Also, EMIS agreed that $280,000 be likewise deduct and paid to AFREXIM as a Facility Management fee. In consequence of the foregoing therefore, the physical cash available for the actual purchase of telecommunications equipment, installation and activation was the sum of $4.58m,” the company secretary infotmed.

He explained that after the foregoing had transpired, FCMB, AFREXIM and COMDEV International, entered into a Tripartite Note Purchase Agreement, which spelt out in detail, how the $4.58m would be paid to the Equipment Supplier; COMDEV International of Canada, along with the conditions precedent to draw down of the Facility.

“It is noteworthy that for some strange reasons best known to FCMB and AFREXIM Bank, they completely excluded EMIS Telecoms from being part of this
PURCHASE AGREEMENT.
Clause 4 of the Tripartite Note Purchase Agreement stated the specific requirement of “obtaining
evidence or certificates showing that all consents, licenses, approvals, registrations and
authorizations” which are required from relevant monetary (Central Bank of Nigeria; CBN) and
other authorities, have been fully obtained. Regardless of all these conditions spelt out in the Agreement, FCMB proceeded to
wire out to COMDEV International, the total loan sum of $4.58m, within 24hrs of signing the
Tripartite Agreement.

“This especially reckless and fraudulent act was the critical turning point, making any hopes of achieving success in this transaction completely unachievable. It must be
stated that the sum of $4.58m represented both cost of equipment, and cost of installation and activation of the equipment, which costs were represented in two separate invoices from the
Equipment Supplier, COMDEV International.

“This clarification is necessary to underscore the ill-motive that persuaded FCMB to pay out the same invoices together in one fell swoop.

“After FCMB had fraudulently paid out the entire loan sum of $4.58m to COMDEV International, COMDEV absconded with the money and never supplied any telecommunications equipment.

“EMIS consequently raised the alarm with AFREXIM, FCMB etc., pointing to the Supply Agreement provision of a functional Phase 2 network to be operational within 120 days, in order to begin generating revenue for the repayment of the loan.

“Neither AFREXIM nor FCMB took any action to compel COMDEV to comply with its obligations under the Tripartite Note Purchase
Agreement, to which EMIS was not a signatory. Following the failure of both AFREXIM and FCMB
to take punitive action against COMDEV, EMIS proceeded to file a lawsuit against FCMB to
recover its funds in the bank’s custody, for damages and loss of revenue, for the botched
COMDEV transaction.

“EMIS diligently prosecuted the case against FCMB in court until the constant deliberate delays, frequent substitution of counsel etc. by FCMB, made it more prudent to additionally directly petition the apex financial regulator, the Central Bank of Nigeria (CBN).

“The CBN set up a team of examiners who came to EMIS’ and FCMB offices in Lagos in the course of their investigations and were given all necessary documents and information to assist with their investigation.

“The CBN investigators eventually submitted their findings in a report dated 10th July 2012. CBN report of 10th July 2012. Clause 8 of the CBN report stated as follows,
“The CBN foreign exchange manual stipulates that a Certificate of Capital Importation (CCI) be
processed and issued for foreign exchange (FX) inflow for loans, investment purposes etc. to
enable repatriation of such funds, this was not observed.” Clause 9 went on to say that, “FCMB’S,
Foreign Exchange Dealership License was suspended by the CBN at the material time, with the
aim of preventing the bank from accessing the FX market under whatever guise.

“However, as a means of subverting the suspension, the bank resorted to raising cheques in Naira, in favour of AFREXIM, for onward remittance of its USD equivalent through First Bank PLC., thus breaching another regulatory guideline, which stipulates that any bank so suspended but desirous
meeting its International Payment Obligations, should first obtain CBN approval to use another bank with a valid and subsisting license to access the FX market.” Clause 10 of the same report stated as follows, “you breached your fiduciary duty to your customer by exhibiting utmost bad
faith in the way and manner the transaction was handled in its entirety.”

“The CBN report continued with the following directives, “consequent upon the above, you are
directed as follows:
a. Account for and refund the total sum of N574,401,405.02 being the total amount of subscription fees received by FCMB on behalf of EMIS as the direct custodian.
b. Forward statement of account number 1000301671253 to the petitioner.
c. Reverse the upfront bank charges and pay interest earned on the investments and
d. Tender a written and unconditional apology to the customer.”

“When EMIS subsequently tried to get the CBN to act on the findings of its report, CBN suddenly
started delaying and obfuscating, a reaction we later discovered was caused by the fact that FCMB was massively putting all kinds of pressures on the CBN officials, to prevent giving effect
to the punitive measures prescribed in their report. Frustrated by the CBN’s inaction, EMIS petitioned the President and Commander in Chief of the Armed Forces of Nigeria at the time;
President Muhammadu Buhari, who directed the Honourable Attorney General of the Federation
(AGF); Abubakar Malami SAN, to handle the case.

“Following receipt of the CBN report of 10th July 2012, EMIS’ accountants have since kept a meticulous record of how much FCMB owes EMIS to date, based on figures derived from the said CBN report and account statements
provided by FCMB, as directed in the report.

“The final tally as at 31st December 2024 is contained in our
Accountant’s report dated 14th February 2025,” the secretary said.