Directive To Market Operators On Investments In Commercial Papers

“Ensuring Investor Protection”
SECURITIES AND EXCHANGE COMMISSION, GHANA
1.0 PREAMBLE
The Securities and Exchange Commission (hereinafter referred to as the “SEC”) is mandated by the Securities Industry Act, 2016 (Act 929) as amended by the Securities Industry (Amendment) Act, 2021 (Act 1062), (hereinafter referred to as “the Act”) to promote the orderly growth and development of an efficient, fair, and transparent securities market in which investors and the integrity of the market are protected. The SEC is further mandated to maintain surveillance over activities in securities to ensure orderly, fair, and equitable dealings in securities and to protect the integrity of the market in accordance with sections 2 and 3 of the Act.
2.0 BACKGROUND
The Commission has conducted a review of the existing regulatory architecture governing investments in Commercial Papers (“CPs”) and associated debt market developments. The review identified elevated credit, liquidity, and concentration risks arising from CP investments, which present material threats to asset quality and investor protection within the industry. Consequently, the CP Guidelines for Fund Managers, 2012 (CP Guidelines) are hereby revoked with immediate effect. All Fund Managers and other market operators relying on the CP Guidelines are directed to discontinue its use pending the issuance of revised CP Guidelines. The purpose of the revocation is to enable the Commission to undertake an overhaul of the regulatory framework for debt securities investments, assess its operational effectiveness, and align same with current regulatory standards and prevailing market conditions. Market Operators, Fund Managers and stakeholders intending to invest in CP may use the Commercial Paper Issuance and Admission Rules (2024) issued by the Ghana Stock Exchange and approved by the SEC. DIRECTIVE TO MARKET OPERATORS ON INVESTMENTS IN COMMERCIAL PAPERS (DIRECTIVE NUMBER: SEC/DIR/001/07/2026)

3.0 THE DIRECTIVE
Accordingly, all Market Operators, Fund Managers, and affected stakeholders shall:

1. Cease investment in New CP / Unlisted Debt Instruments: Refrain from initiating new
   investments in unsecured debt instruments, including Commercial Papers
2. Discontinue the use of the CP Guidelines for Fund Managers, 2012
3. Cease reliance on, reference to, or application of the CP Guidelines for investment
   decisions, approvals, risk assessments, or related activities until further directive is issued;
4. Suspend all new CP investments under the revoked CP Guidelines. Existing CP
   investments shall not be rolled over upon maturity. Proceeds shall be redeemed and redeployed in compliance with prevailing regulations.
5. Maintain full compliance with all other extant regulatory restrictions on investment
   allocations, asset diversification, and exposure limits currently in force.
   4.0 REVOCATION, VARIATION, AND AMENDMENT
   The Commission may revise, amend, vary, or revoke any provision of this Directive, in whole or in part, without prior notice.
   5.0 INTERPRETATION
   In the event of ambiguity regarding the construction or application of any provision herein, reference shall be made to the Commission. The Commission’s interpretation shall be final and binding on all affected parties.
   6.0 SANCTIONS FOR NON-COMPLIANCE
   Any breach of this Directive shall attract enforcement actions as prescribed under section 209(4), and/or any other applicable provision of the Act, including but not limited to administrative sanctions, fines, suspension, or revocation of license.
   7.0 COMMENCEMENT AND DURATION
   This Directive is issued pursuant to sections 2, 3, and 209 of the Act, as amended. It takes immediate effect from the date of issuance and shall remain in force until expressly revised, varied, amended, or revoked by the Commission. ISSUED BY ORDER OF THE SECURITIES AND EXCHANGE COMMISSION (SEC) Email: info@sec.gov.gh Tel: 0302-768970-2 Toll Free: 0800100065 DATE: July 21st, 2026