LogoRegulatory Alerts
2024-12-23

New Rules and Sundry Amendments to the Rules and Regulations of the Commission

The Securities and Exchange Commission has introduced new regulatory rules governing the issuance of commercial papers, including specific eligibility criteria, registration requirements, and strict guidelines for rollovers and allotments. The amendments also adjust exemption thresholds under Rule 8, increasing the aggregate value limit for qualifying securities from N5,000,000 to N20,000,000. Additionally, the commission has updated the annual supervisory and regulatory fee structure for collective investment schemes and other portfolios managed by fund managers.

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Nigeria

Securities and Exchange Commission Nigeria

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NEW RULES AND SUNDRY AMENDMENTS TO THE RULES AND REGULATIONS OF THE COMMISSION

PREAMBLE

New Rules

  1. New Rule on Issuance of Commercial Papers

Sundry Amendment

  1. Amendment to Rule 8 (Exemptions)
  2. Amendment to the Rule on Annual Supervision Fees for Collective Investment Schemes

1. NEW RULE ON ISSUANCE OF COMMERCIAL PAPERS

1. Definition of Terms

  • "Asset-Backed Commercial Paper": A Commercial Paper collateralized or secured by physical assets of the Issuer.
  • "CAMA": Companies and Allied Matters Act 2020 or as may be amended.
  • "Clean Commercial Paper": A Commercial Paper not secured or backed by a guarantee.
  • "Collecting/Receiving Agent": A SEC-registered issuing house or deposit money bank licensed by the CBN, collecting funds on behalf of the Issuer.
  • "Commercial Paper or CP": An unsecured promissory note with a maturity of not less than 30 days and not more than 364 days, including rollovers.
  • "Central Securities Depository": As defined in Commission Rules.
  • "Issuer": Entity intending to raise capital through commercial papers.
  • "Issuing and Placing Agent or IPA": SEC-registered issuing house or financial adviser facilitating placement and registration.
  • "Issuing, Placing, and Collecting/Receiving Agent or IPCA": SEC-registered entity combining the aforementioned roles.
  • "Non-Interest Commercial Paper or NICP": Commercial paper structured according to Shariah principles, either asset-based or asset-backed.
  • "Receiving Bank and Paying Agent": A CBN-licensed deposit money bank registered with the Commission for collecting/disbursing funds.
  • "Rollover": Issuance for the purpose of refinancing a maturing commercial paper.
  • "Sponsor": An IPA or IPCA.
  • "Trustee": Entity administering assets under CP/NICP issues.

2. Scope

These rules apply to all CP issuances and must be read in conjunction with the Investment and Securities Act.

3. Eligibility

a) Issuers must be incorporated under CAMA, have five years of operation, and three years of audited financial statements. Retail-targeted CPs require shareholders' funds of at least 500 million Naira. Issuers must have investment-grade credit ratings and be free of default on existing debt.

4. Conditions for CP Issuance

All CPs require Commission approval, must maintain investment-grade ratings, and follow specific timelines for private placements (5 days) or public offers (10 days).

5-16. Operational and Post-Issuance Requirements

Covers the mode of issuance, subscription levels (minimum 50%), tenor limits (364 days total), credit enhancements, pre-issuance registration documentation, rollover protocols, allotment procedures, and ongoing reporting obligations. Non-compliance is subject to penalties starting at 5 million Naira for issuance violations and 1 million Naira for reporting failures.

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