Rules for Public Offering of Securities by a Free Trade Zone Entity (FTZE)

RULES FOR PUBLIC OFFERING OF SECURITIES BY A FREE TRADE ZONE ENTITY (FTZE)

1. Applicability
   (1) These Rules shall apply to the offering and issuance of securities by a free trade zone entity (FTZE). (2) These rules shall only be applicable to companies or businesses licensed by a Free Trade Zone Authority, and operating within the free zones. (3) Entities licensed by a free trade zone but operating outside the free zone shall not issue securities to the public under these Rules. (4) Securities of an FTZE shall not be issued or offered to the public, without the approval of the Commission in accordance with the provisions of this Rule.
2. Definitions
   (1) For the purpose of these rules the term:
   “Free Trade Zone Authorities” means Nigeria Export Processing Zone Authority, Oil and Gas Free Zone Authority or other free zone licensing authorities as may be established under enabling laws. “Free Trade Zone Entity” means a free zone enterprise, established in a free trade zone and licensed by a Free Zone Authority. “Free Trade Zone” means a special or designated commercial and industrial area, established in any of the states in Nigeria, and includes economic, industrial, export processing and other free zones. “Independent Activity” means the core business activity of the entity which, based on its latest audited financial statements, generated more than 50% of its total revenue. (2) All other words and expressions not defined herein shall have the meanings given to them in the ISA 2025 and the Commission’s Rules and Regulations.
3. Eligibility:
   A FTZE seeking to offer or issue its securities under these Rules shall:
   (1) Be duly licensed by a free zone authority established under an enabling law.
   (2) Have at least three (3) years track record of operation immediately preceding the offering application, during which time the entity or its subsidiary has been engaged in a core activity for at least 2 years in a free trade zone. Provided that where the issuer is a special purpose vehicle or has no operating track record, its Sponsor shall meet this requirement. (3) Have a senior management that has sufficient competencies and experiences related to its activities, as may be determined by the licensing authority. (4) Have a minimum paid up share capital of not less than ₦3.5billion, or net assets of not less than ₦5 billion as evidenced by its most recent audited financial statements; or average annual

revenue of not less than ₦10 billion based on its audited financial statements for the preceding three (3) years.
4. Conditions for Securities Issuance
Where a FTZE issues its securities under this Rule:
(1) It shall comply with the continuous reporting requirements and other applicable rules and regulations of the Commission. (2) Relevant tax laws shall apply.
5. Registration Requirements for securities offered by a FTZE
The issuer shall file an application for registration which, in addition to the Commission’s minimum disclosure requirements for public offers, shall include:
(1) Evidence of registration or license issued by a free trade zone authority.
(2) Memorandum and articles of association, constitution or other guiding document certified or verified by the free trade zone authority. (3) Statement of the issuer’s minimum paid up capital, the holders thereof and their respective holdings, certified or verified by the Free trade zone authority or other authorized custodian of the register of shareholders. (4) Information on the current composition of the issuer’s board of directors, certified or verified by the free trade zone authority. (5) A “No Objection” letter for the offering and listing of the issuer’s securities, issued by its free trade zone authority. (6) A mandatory disclosure to list the securities to be offered on a registered securities exchange. MADE AT ABUJA THIS 8 TH DAY OF SEPTEMBER 2026 SIGNED SIMNOM GARBA (MRS.) EMOMOTIMI J. AGAMA AG. SECRETARY TO THE COMMISSION DIRECTOR-GENERAL