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1. New Rule

   New Rules on Issuance and Allotment of Private Companies' Securities

2. Sundry Amendments

   a. Amendments to Rules on Corporate Bonds b. Amendments to Rule 39- Annual Report c. Amendments to Rule 41- Quarterly Reports d. Amendments to Part N- Miscellaneous Rules e. Amendments to Schedule 1- Part D- SEC Fees on Market Deals f. Amendments to the Rules on Private Equity Funds g. Sundry Amendments to CIS Rules h. Amendments to Rule 450- New Sub-rule (9) General Rules for CIS

Details of the Rules are as follows:

LEGEND: Additions are underlined

1. NEW RULES ON THE ISSUANCE AND ALLOTMENT OF PRIVATE COMPANIES' SECURITIES

2. Definition of Terms

   Bonds/Debentures are non-convertible debt instruments with defined maturities, variable periodic interest payments and amortized or bullet principal repayments at maturity;

   Qualified Investor means an institutional investor or high net worth individual as defined in the Commission's rules;

   Securities in these rules refers to fixed income securities including bonds, debentures and alternative asset classes such as sukuk.

3. Scope/Applicability

   These rules shall apply to:

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a) Debt securities issuances by private companies either by way of public offer or other methods as may be approved by the Commission, where the offer is:

i. Published, advertised or disseminated in a newspaper, broadcast, cinematograph, internet media or any other means by which the public is made aware of the offer; ii. made to anyone or circulated among persons on the terms that the person or persons to whom it is made may renounce or assign the benefit of the securities to be obtained in favour of any other person or persons; iii. made to or circulated among members or debenture holders of the company concerned or clients of the person circulating information on the offer or in any other manner; iv. made to one or more persons to acquire securities dealt in by a securities exchange or the invitation states that an application has been or shall be made for permission to deal in those securities on a securities exchange.

b) Registered exchanges and platforms which admit debt securities issued by private companies for trading, price discovery or information repository purposes.

c) Registered capital market operators who are parties in issuances and allotment of debt securities of private companies

4. Commencement

   These rules shall become effective immediately on the date issued by the Commission

5. Existing Debt Securities of Private Companies

   At the issuance of these rules, a private company with existing debt securities which are: a. held by qualified investors, the issuer shall no later than three (3) months from the date of issuance of these rules, file an application for the registration of the outstanding securities to the Commission.

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Failure to comply with this provision shall attract a penalty of not less than ₩2,000,000 (Two Million Naira) and a further sum of \100,000 (One hundred thousand Naira) for every day the violation continues.

5. Eligibility

a) A private entity seeking to issue securities under these rules shall:

i. be a company duly incorporated under Companies and Allied Matters Act (CAMA), or other enabling Laws; ii. have at least three (3) years track record of operation.

Provided that, it shall not be required where:

a. the private company is set up by a state or municipal government for the purpose of issuing bonds. b. the company has existed for less than three (3) years, a guarantor who must have a minimum of three (3) years operational track record and investment grade rating shall be provided.

No Issuer shall offer securities if it is in default of payment of interest or repayment of principal in respect of previous debt issuance(s) for a period of more than six (6) months.

b) Issuers and the bonds to be issued shall be rated by a rating agency (optional for private placements);

c) The credit rating of a bond shall not be below investment grade;

d) All necessary approvals (where applicable) in relation to the issue, from other regulatory authorities shall be obtained and filed with the Commission. Any

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conditions imposed by such regulatory authorities, shall be complied with throughout the tenor of the bond.

6. General

a) These rules shall apply only to debt securities issued by a private company.

b) Private companies may issue debt securities under a shelf programme in accordance with the Commission's rules on Shelf Registration.

c) The option of book building in the issuance of debt securities shall be available to a private company, in accordance with the provisions of the Commission's rules on Book Building.

d) Any party that makes any misrepresentation to prospective investors or violates the provisions of these rules, shall be subject to sanctions/penalty as prescribed in these rules and the ISA.

7. Restrictions

a) A private company shall not offer its equity securities (shares) to the public under any circumstance.

b) Debt securities issued under these rules, shall be sold only to qualified investors.

c) Only registered capital market operators shall be parties to debt securities issuances under these rules.

d) No private company or any person acting on its behalf shall offer, sell or allot securities to the public without the prior registration of the securities by the Commission.

e) Securities purchased in a public offer pursuant to these rules shall only be traded on a registered securities exchange.

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8. Conditions for Securities Issuance

A private company may issue its securities under these Rules provided that: -

a) Only bonds/debentures and other debt instruments including sukuk and as may be determined by the Commission from time to time, shall be issued;

b) For sukuk issuances, the issuer shall comply with the provisions on sukuk (as applicable) and set out in the Commission's Rules, as amended from time to time.

c) The securities shall be offered to and traded only by qualified investors;

d) A private company may undertake a maximum of three debt securities issuances within a one-year period, whether through a shelf program, either in series or tranches or one-off offering, the total amount to be raised not exceeding #15 billion, provided that where a private company intends to undertake any further debt securities issuance, it shall be required to re-register as a public company.

9. Registration Requirements

A private company intending to offer its debt securities by way of an offer to the public or private placement under these rules, shall, along with a duly completed checklist for debt securities issued by private companies, file the following with the Commission:

a) A copy each of the board and shareholders' resolutions authorizing the issue;

b) Current CAC report on the statutory information of the issuer including, evidence of registration, statement of share capital, particulars of directors and company secretary, and shareholders and their respective holdings;

c) Memorandum and Articles of Association of the issuer. Provided that where the document has already been filed with the Commission and there has been no

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change since the previous filing, the issuer shall file an undertaking that there has been no change(s) to the document;

d) A signed copy of the Issuer's latest audited accounts for the preceding 3 years, with the latest account not more than 9 months old at the time of filing with the Commission. Provided that the account shall remain valid throughout the offer period.

e) A draft prospectus containing the following information:

i. Amount of securities offered; ii. Basic terms of the securities to be offered, including status of the bond, minimum subscription, coupon rate, maturity, listing; iii. Offer period; iv. Purpose of the offering/use of proceeds; V. Risks of investment; vi. Tax considerations vii. Company's profile/business; viii. Management and Board; ix. Extract of 3 years audited accounts; Χ. Reporting accountant's report; xi. Rating reports (where applicable); xii. Extract of Solicitor's opinion on the claims and litigation of the issuer xiii. Any other information that the Commission may require from time to time.

f) Draft trust deed (in the case of a shelf programme, a programme trust deed);

g) Draft vending agreement between the issuer and issuing house;

h) Draft joint issuing houses' agreement (where applicable);

i) Draft underwriting agreement and sub-underwriting agreement (where applicable);

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k) Letter of "No Objection” from the relevant regulatory body (where applicable);

l) Details of any asset or collateral provided to secure the debt issue, or third-party guarantee (where applicable)

m) A copy of the mandate letter from the issuer to the issuing house;

n) Letters of consent given by the parties to the issue, sworn to before a Notary Public or Commissioner for Oaths. Consent letters shall not be notarized by a person who is also a named signatory on the consent letter or who is a member or employee of the firm whose consent is required. Where the consent is contained in a power of attorney, it shall be executed and stamped by the stamp duties office;

o) A sworn declaration that the Issuer has fully disclosed all material facts in the offer document. The declaration shall be signed by two directors and the company secretary;

p) Schedule of claims & litigations of the Issuer and the solicitor's opinion;

q) Letter of confirmation of going concern from the directors of the issuer;

r) Any other document required by the Commission under these Rules and Regulations.

10. Execution of Offer Documents

a) The copies of the approved prospectus shall be signed by the directors of the issuer and other parties to the offer and together with other offer documents, shall be forwarded to the Commission for registration. Where a party will not be available to sign the offer documents, he shall execute a power of attorney in favor of any

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other available party to sign on his behalf. The power of attorney shall be filed with the offer documents.

b) Upon signing the offer documents or holding a completion board meeting the following executed documents must be filed within 2 business days with the Commission (where applicable):

i. Executed shelf prospectus; ii. Executed supplementary prospectus/ pricing supplement; iii. Vending agreement (signed and stamped); iv. Programme and series trust deeds (signed and stamped); V. Underwriting agreement (signed and stamped); vi. Sub-underwriting agreement (signed and stamped); vii. Specimen e-allotment notice; viii. Signed newspaper advert material; ix. Power of attorney in case of absentee parties; Χ. Any other material information.

c) Where the securities registered by the Commission under this part are not offered to the public or select qualified investors within a period of 6 months after the registration, the Issuer shall revert to the Commission, for a revalidation of the registration before they are offered to the public.

11. Allotment

a) For securities offered under these rules, whether listed or not, the issuer and the issuing house shall be responsible for the allotment of the securities of the company, in accordance with the guidelines prescribed hereunder.

i. No fresh offer of securities shall be made unless the allotment with respect to any previous offer has been concluded or the offer aborted.

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ii. An allotment of securities shall not be made, unless the sums payable on application for the amount stated in the prospectus have been paid to and received by the issuer and issuing house.

iii. In the case of a fixed price offer, where the issue is less than 50% subscribed, the offer shall be aborted and the Commission shall be notified within one (1) business day.

iv. Where the offer is aborted, subscribers' funds shall be refunded within two (2) business days.

V. In the case of an over-subscription, a minimum modified pro-rating approach shall be adopted. This entails that all subscribers to the offer shall be allotted the minimum subscription units as specified in the offer documents, and then the residual balance shall be pro-rated i.e. all subscribers would be allotted equal proportion of the amount applied for. Where the minimum subscription cannot accommodate all the subscribers, the minimum to be allotted shall be reduced so as to accommodate all the subscribers.

vi. The issuer/issuing house shall within five (5) working days of allotment, publish the allotment and approval on the issuer's website.

vii. The Commission may declare any irregular allotment of securities null and void and may prescribe appropriate measures to rectify such irregularities.

12. Listing of Securities

a) A private company may list its securities on a registered securities exchange upon approval by the Commission.

b) Such securities shall be listed not later than thirty (30) days after completion of allotment.

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13. Summary Report on Completion of Offer

The issuing house shall within twenty-one (21) working days of allotment, file with the Commission a summary report containing among others, the following:

a) Post allotment information including:

i. summary of applications received; ii. list of allottees of 50,000 units of securities or more and list of all allottees acquiring 5% or more of the securities on offer; iii. list of all applications received including list of those rejected and the basis for rejection; iv. Statement of issue proceeds account; V. Joint consent letter signed by the Issuer and the Issuing House(s) consenting to the basis of allotment. vi. Evidence of publication of allotment

b) Problems arising generally from the conduct of the issue;

c) Satisfactory compliance of parties with their obligations under the issue;

d) Details regarding the return of surplus monies;

e) Status of listing of the securities at the exchange;

f) Details and evidence of payment of net proceeds of the issue to the issuer;

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g) Analysis of total costs incurred during the course of the offer;

h) Any other relevant information and recommendation.

14. Utilization of Proceeds

a) The issuer is prohibited from using the proceeds of the issue for purposes other than those stated in the offer document without the prior approval of the Commission;

b) The issuer shall file with the Commission not later than ninety (90) days after the conclusion of an issue on the appropriate SEC Form, detailed information on the utilization of proceeds. Evidence of such utilization shall be provided as appendix to the report. The rendition shall be on a quarterly basis until issue proceeds are fully utilized.

15. Reporting

a) The Issuer, Issuing House and the Trustee shall comply with the following continuous reporting and disclosure requirement as may be prescribed by the Commission from time to time:

i. Quarterly report on utilization of proceeds Quarterly unaudited financial statements of the Issuer ii. iii. Annual audited financial statements of the Issuer iv. Review of annual rating report V. Annual Shariah certification (where applicable) vi. Any other information that the Commission may from time-to-time request

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b) Failure to file the periodic report/returns with the Commission within the prescribed period shall attract a penalty of not less than ₩1,000,000 (One Million Naira) and a further sum of ₩50,000 (Fifty Thousand Naira) for every day the default continues.

16. Code of Conduct

Registered exchanges and capital market operators shall strictly abide by the Code of Conduct for Capital Market Operators and their Employees as set out in the Commission's Rules and Regulations.

17. Sanctions/Penalty

a) Any person who issues or allots securities without the prior approval of the Commission, or violates any provisions of these rules shall be liable to any one or more of the following sanctions:

i. A penalty of not less than ₩10,000,000 (Ten Million Naira) and a further sum of ₩100,000 (One Hundred Thousand Naira) for every day the violation continues; ii. Suspension, or withdrawal of the registration of the capital market operator(s) involved; iii. Disgorgement of proceeds/income from the transaction; and iv. The Commission may ratify or rescind a transaction if it is in the interest of the public to do so; V. Any other sanction the Commission deems fit in the circumstance.

18. Fee Structure

a) The following registration fee shall be applicable: First #500 Million @ 0.15%

Next #500 Million @ 0.145%

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b) A non-refundable filing fee of ₩100,000 (One Hundred Thousand Naira only) shall be payable to the Commission.

c) The fees chargeable by the parties shall also be in line with the fees regime provided in the Commission's Rules and Regulations.

19. SUNDRY AMENDMENTS

A. Amendments to Rules on Corporate Bonds

Full text of Existing Rule

Registration Requirement

These rules shall apply to all bond issuance by any public company, foreign public companies and supranational bodies.

Documents/Information Required:

In relation to any issue, offer or invitation made pursuant to these rules, the following documents shall be filed along with the registration statement:

(a) Duly completed form SEC 6;

(b) Appropriate filing and registration fees;

(c) Two (2) copies of the board resolution authorizing the issue of the bond;

Provided that a resolution of the general meeting shall be required where;

(i) The amount to be borrowed is beyond the specified limit on the borrowing powers of directors in the Memorandum and Articles of Association of the Issuer.

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(d) Two (2) copies of the Memorandum and Articles of Association of the Issuer certified by the Corporate Affairs Commission;

(e) A copy of certificate of incorporation of the issuer certified by the company secretary;

(f) A signed copy of the Issuers latest audited accounts for the preceding three (3) years, with the latest account not more than nine (9) months old at the time of filing with the Commission;

(g) Reporting accountant report;

(h) Consent letters of the parties to the offer;

(i) Two (2) copies of the draft vending agreement between the issuer and the issuing house;

(j) Draft underwriting agreement (where applicable);

(k) Rating report by a registered rating agency;

(I) A letter of "No Objection” from the relevant regulatory body (where applicable);

(m) Two (2) copies of draft trust deed;

(n) A draft prospectus, right circular, placement memorandum or any form of information memorandum shall contain the following information: -

i. Background information on the issuer and/or originator in the case of asset-backed securities (ABS) issue including mortgage backed securities (MBS);

ii. Profile of directors of the issuer;

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iii. A description of the transaction and structure of the issue;

iv. Details of the utilization of proceeds. If proceeds are to be utilized for project, details of the project;

v. Details of estimated expenses for the issue;

vi. Conflict of interest situations, risk factors and mitigating factors;

vii. For issuances made for the purpose of refinancing an existing debt, information on the existing debt should be provided;

viii. Coupon rate, the date of maturity or if the issue matures severally, a brief information on the serial maturities;

ix. Names, telephone numbers and facsimile number and the e-mail addresses of principal officers of the issuer and principal advisers of the issue;

x. Terms and conditions of the issue;

xi. Any other material information in relation to the issue.

(o) Declaration by the issuer on compliance with all requirements of the Act;

(p) Such other material information as may be required by the Commission.

Condition for Approval

The issuance of bonds by public companies and supranational bodies shall be subject to the following conditions:

a. Eligibility of Debt Offering

i. Any public company, foreign public company or supranational body is eligible to issue corporate bonds;

ii. All necessary approvals (where applicable) in relation to the issue, from other regulatory authorities shall be obtained and filed with the Commission together with

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the registration statement. Any conditions imposed by such regulatory authorities, shall be complied with throughout the tenor of the bond;

iii. All issues of corporate bonds shall be rated by a rating agency (optional for private placements;

iv. For a bond that will be issued through public offering, the credit rating shall not be below an investment grade;

V. No Issuer shall offer bond if it is in default of payment of interest or repayment of principal in respect of previous debts issuance for a period of more than six (6) months.

(b) Mode of issue

Corporate bonds may be issued by way of an offer for subscription, rights issue or private placement.

(c) Resolution

There shall be a resolution by the board authorizing the issue of the bond.

Provided that a resolution of the general meeting resolution shall be required where:

(i) The amount to be borrowed is beyond the specified limit on the borrowing powers of directors in the Memorandum and Articles of Association of the issuer;

(ii) The bond to be issued is convertible.

(d) Disclosure and creation of charge

Where the debenture is secured, the issuer shall ensure the assets on which the debenture is secured are adequate and this should be specifically stated together with the ranking of the charge(s) in the offer documents.

In case of second or residual charge or subordinated obligation, the offer documents shall clearly state the risks associated with such subsequent charges by giving details.

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Amendment to the Rule:

The issuance of bonds by public companies and supranational bodies shall be subject to the following conditions:

1. Eligibility of Debt Offering

   a) Any public company, foreign public company or supranational body is eligible to issue corporate bonds;

   b) All necessary approvals (where applicable) in relation to the issue, from other regulatory authorities shall be obtained and filed with the Commission together with the registration statement. Any conditions imposed by such regulatory authorities, shall be complied with throughout the tenor of the bond;

   c) All issuers of corporate bonds and the bonds to be issued shall be rated by a rating agency (optional for private placements). Provided that for an SPV, the Sponsor rating shall be forwarded.

   d) For a bond that will be issued through public offering, the credit rating shall not be below an investment grade;

   e) No Issuer shall offer bonds if it is in default of payment of interest or repayment of principal in respect of previous debts issuance for a period of more than 6 months.

2. Mode of issue

   Corporate bonds may be issued by way of an offer for subscription, rights issue or private placement.

3. Resolution

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There shall be a resolution by the board authorizing the issue of the bond provided where the issuance is by a special purpose vehicle, the sponsor's resolution shall be filed.

Provided that a resolution of the general meeting shall be required where:

a. The amount to be borrowed is beyond the specified limit on the borrowing powers of directors in the memorandum and articles of association of the Issuer;

b. The bond to be issued is convertible.

4. Disclosure and creation of charge

Where the debenture is secured, the Issuer shall ensure the assets on which the debenture is secured are adequate and this should be specifically stated together with the ranking of the charge(s) in the offer documents.

In case of a second or residual charge or subordinated obligation, the offer documents shall clearly state the risks associated with such subsequent charges by giving details.

5. Registration Requirements

a. An issuer shall register securities to be issued under this Rule with the Commission by filing an application on the appropriate SEC Form as provided in the Schedules to these Rules and Regulations accompanied by the following documents (where applicable): -

i. a copy of the resolution(s) by the general meeting authorizing the offer. The resolution shall be certified by the company secretary; ii. a copy of the board resolution authorizing the issue of the bond provided where the issuance is by a special purpose vehicle, the sponsor's resolution shall be filed; iii. a copy of the memorandum and articles of association (including amendments thereto) of the Issuer certified by the Corporate Affairs Commission (CAC); iv. a copy of certificate of incorporation of the Issuer certified by the CAC. Where a copy has already been filed with the Commission a photocopy of the certificate of incorporation certified by the company secretary may be forwarded;

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v. A signed copy of the Issuers latest audited accounts for the preceding 3 years, with the latest account not more than 9 months old at the time of filling with the Commission. Provided that the Account shall remain valid throughout the offer period.

vi. In the case of a new company, an audited statement of affairs disclosing the following information:

a. financial statements; b. date of incorporation; c. Issued share capital; d. paid-up capital which shall not be less than 25% of the issued share capital of the company; e. profile of promoters/directors; f. profile of management staff; g. a summary of the objectives and business of the company.

vii. A copy each of the draft prospectus and abridged prospectus containing the following: -

a. Background information on the Issuer and/or originator in the case of asset- backed securities (ABS) issue including mortgage-backed securities (MBS);

b. Profile of directors of the Issuer; c. A description of the transaction and structure of the issue; d. Details of the utilization of proceeds. If proceeds are to be utilized for the project, details of the project; e. Details of estimated expenses for the issue; f. Conflict of interest situations, risk factors; g. For issuances made for the purpose of refinancing an existing debt, information on the existing debt should be provided; h. Coupon rate, the date of maturity or if the issue matures severally, brief information on the serial maturities; i. Names and telephone numbers along with the e-mail addresses of principal officers of the Issuer and principal advisers to the issue; j. Terms and conditions of the issue; k. Any other material information in relation to the issue.

viii.a copy of the draft trust deed

ix. reporting accountant report;

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x. a copy of the draft underwriting agreement and sub-underwriting agreement;

xi. a copy of draft vending agreement, between Issuer and the issuing house. Where there are joint issuing houses, the terms of their relationship should be incorporated in the vending agreement;

xii. a letter of “No Objection” from the relevant regulatory body;

xiii.letters of consent given by the parties to the issue, sworn to before a Notary Public or Commissioner for Oaths. Consent letters shall not be notarized by a person who is also a named signatory on the consent letter or who is a member or employee of the firm whose consent is required. Where the consent is contained in a power of attorney, it shall be executed and stamped by the stamp duties office;

xiv. evidence of technical agreement (if any) reached between the Issuer and technical draft partner(s), advisers/consultants;

xv. a copy of CAC Form containing the particulars of directors, certified by the CAC;

xvi.a copy of the mandate letter by the Issuer to the Issuing House;

xvii. evidence of payment of registration and filing fees;

xviii.rating report by a registered or recognized rating agency, the rating of the Issue and the Issuer or Sponsor in the case of an SPV, shall be of Investment grade and shall be annually reviewed throughout the life of the bond;

xix. list of claims & litigations of the Issuer and the solicitor's opinion;

xx. a sworn declaration that the Issuer has fully disclosed all material facts in the offer document. The declaration shall be signed by the Chief Executive Officer (CEO), the company secretary and the Chief Financial Officer (CFO) of the Issuer;

xxi. any other document required by the Commission under these Rules and Regulations.

b. Where the Issuer had already filed such documents with the Commission (e.g. Memorandum and Articles of Association or certificate of incorporation or certificate of increase in share capital, etc.), such issuer need not file the documents in subsequent transactions. Provided the Issuer enters into an undertaking that since the previous filing, there has been no change in the document already filed with the Commission.

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c. Where it is intended to list on the Securities Exchange or with any association or body of securities dealers recognized by the Commission, the Issuer shall in addition file with the Commission such copies of the application to the Securities Exchange, association or body of security dealers and a certificate that an application to the effect has been made.

d. The copy of the approved prospectus shall be signed by the directors of the Issuer and other parties to a public offer and together with other offer documents, shall be forwarded to the Commission for registration. Where a party will not be available to sign the prospectus, he shall execute a power of attorney in favor of any other available party to sign on his behalf. This shall be filed with the offer documents.

e. Upon signing the offer documents or holding a Completion Board Meeting the following documents must be filed within 3 Business Days with the Commission (where applicable): -

i. A signed/executed copy of the shelf prospectus; ii. A signed/ executed copy of the prospectus/ pricing supplement; iii. A copy of vending agreement (signed/ sealed and stamped); iv. A copy each of programme and supplemental trust deeds (signed, sealed and stamped); v. A copy of underwriting agreement (signed, sealed and stamped));