Mohammed Shosanya

The Director General of the Securities and Exchange Commission,Dr. Emomotimi Agama has tasked stakeholders in the capital market to embrace innovation as a catalyst for growth, increased efficiency, heightened transparency, and resilience.

He stated this in his keynote speaker at the 2024 Capital Market Solicitors Association Annual Business Summit held in Lagos recently with the theme “Revolutionising the Nigerian Capital Market through Innovative Financial Instruments for Sustainable Development”.

He disclosed that the SEC is aware of the new financial products and services that are emerging due to technology and is committed to adapting its regulations to address these innovations.

According to him, “The Commission has a three-pronged approach to regulating innovation: safety, market deepening, and solutions to problems. This has always, and will continue to help create a more efficient and reliable capital market ecosystem.

“In the efforts to support the innovation and growth in the market, the SEC had established a programme of assessment called Regulatory Incubation to help new FinTech businesses. The programme allows them to operate for one year within a highly fortified and limited regulatory perimeter while the SEC develops applicable rules that address these innovative technologies. The incubation programme helps ensure investor protection and market stability while fostering financial technology advancements in the Nigerian Capital Market”.

He reiterated that one of the cardinal objectives of the Revised Capital Market Master Plan (CMMP 2021-2025), is to leverage technology and innovation to expand the depth and breadth of the Nigerian Capital Market, to enable it contribute significantly to national economic development.

“In order to facilitate the success of the RCMMP, a major task before the Securities and Exchange Commission, is creating an enabling regulatory and supervisory environment for innovation to thrive as means of deepening the Nigerian Capital Market in terms of new products & processes” he stated.

Dr. Agama,however, cautioned that as the market embraces innovation, operators and participants must remain vigilant to the risks they entail, including cybersecurity threats, regulatory complexities, and market volatility.

“While the potential of innovation is undeniable, embracing it also comes with challenges. Hence, we must be mindful that exploration of new instruments must be balanced with robust risk management frameworks. The SEC will ensure appropriate safeguards are in place to protect investors and maintain market stability.

“Investor confidence is the bedrock of any successful market. Fostering trust in innovative instruments through transparency and clear communication will be key.

“The success of these initiatives demands collaboration by all stakeholders, including the CMSA, legal professionals, regulators, and market participants. We must create a forum for open dialogue and continuous improvement.

He commended the organisers of the event for bringing together thought leaders from diverse sectors of finance, law and the capital market, alongside regulators and operators, to exchange insights towards advancing the Nigerian capital market and by extension, the Nigerian economy.

Mohammed Shosanya

The Senate Committee on Capital Market has confirmed Dr. Emomotimi Agama as the Director-General of the Securities and Exchange Commission.

The Committee chaired by Senator Osita Izunaso, also approved the nomination of Frana Chukwuogor as Executive Commissioner (Legal and Enforcement),Mr Bola Ajomale as Executive Commissioner (Operations) and Mrs. Samiya Usman as Executive Commissioner (Corporate Services).

President Bola Tinubu had on April 19 this year appointed Agama as the DG of SEC to take over from Lamido Yuguda.

His appointment as SEC DG has been hailed by capital market stakeholders who described him as a technocrat that would boost the birthing of the Tinubu administration’s $1tn economy.

Speaking after his confirmation, Agama, a technocrat and insider of the commission said he will accelerate the development of the capital market in a manner that would boost wealth creation, attract investments and create jobs for Nigerians.

According to him,his team was appointed by President Tinubu to change the narrative of the capital market and reposition it to the path that would boost economic growth.

He said: “We are bringing on board innovation, development. We are going to change the narrative of the Nigerian capital market. We are going to turn it around. That is the essence of our appointed by Mr. President. With this team, we assure Nigerians that we’re going to do the best that the President has the desire to do.

“So, we should all wait to see what is going to happen. Our desire is to move this market forward. And to help in achieving the President’s $1tn economy in the shortest possible time.

“Yes, the President is going to be a year in office in a few days. That is remarkable because as an anniversary giver, the President has given us to Nigerians to do the best to change the market.”

He described the capital market as the barometer of the economy, noting that the Commission would implement innovative polices and programmes that will create world-class companies in such a way that will ensure redistribution of wealth.

He said:”You must understand that the capital market is actually the barometer of any economy. And without a strong capital market, then, of course, the economy will not do very well. The intention of this management is to make sure that we mainstream the capital market in the Nigerian economy.

“And in doing that, we’re going to be able to provide employment, change the narrative, and create companies that are going to be top world-class companies in such a way that there will be what we call redistribution of wealth.

“The President has an intention to change the lives of Nigerians. And the capital market is one of the vehicles that the President intends to use to achieve that. That is why the President has set up a team like this to be able to do that.”

Mohammed Shosanya

The Securities and Exchange Commission has pledged to work with the Economic and Financial Crimes Commission in a bid to ensure that trading manipulations are reduced in the virtual space.

Acting Director General of the SEC, Dr. Emomotimi Agama,stated this Tuesdaywhen he received a team from the EFCC led by the Executive Chairman Mr. Ola Olukoyede in Abuja.

Dr. Agama stated that as apex regulator of the capital market, the SEC is ready to co-operate with the EFCC in order to achieve the national objective of making sure that illegality is not allowed to thrive.

He said:“It is a great pleasure to receive you here today. This is a testament to the relationship we have and the value you place on the SEC and the best interest of Nigeria. We believe this will be the beginning of greater things to come. My desire is for us to strengthen the existing Memorandum of Understanding we have and ensure it is more effective in dealing with current issues.

“We believe this form of co-operation is in the best interest of Nigerians. Only last week, met the fintech community and we made it clear to them that the SEC will not condone illegal trading on any platform especially P2P. it’s a dangerous trend and we cannot allow it continue. This collaboration is very necessary for us to get out of this forex crisis”.

He disclosed that the Commission is planning an economic regulatory hub where it can upload requests and other regulators/sister agencies would be able to respond immediately thereby reducing incidences of delay.

“We plan to create an economic regulatory hub we can upload requests and other regulators can respond immediately. Time to market is very important in the work we do and we need to have information and responses in a timely manner.

“We will do all we need to do to ensure our markets are free from manipulations. We will enforce where necessary to send a strong message that it is no longer business as usual.

“We are examining our virtual regulations to cover all areas and are open to reviews to have a better document and a well regulated market. we are striving to close all the gaps and this co-operation will enable us block every gap in our bid to regulate the virtual space and give comfort to Nigerians.

Agama disclosed that the Revised Capital Market Master Plan which the Commission is currently implementing is geared towards stimulating the economy and attracting FDIs.

He said: “The opportunities in the capital market are enormous and we are yet to tap the full potentials for economic growth. The economy has a lot of issues and the capital market is one of the avenues that can lead to economic emancipation. The President has said he wants to re-engage the youths and that is why we are making efforts to ensure that our markets have the right products that can attract them.

“Whatever we can do together to improve the market and economy and send a strong message to the bad actors, we are willing to do it. It is a win win for all of us and I assure you of our determination to work with you to ensure that economic saboteurs are not allowed to thrive.

Speaking earlier, the Chairman of the EFCC, Mr. Ola Olukoyede said forex malpractices and crisis are injurious to any economy adding that the role virtual traders are playing in destroying the Nigerian economy through their activities needs to be checked.

He described the SEC as critical in the area of regulatory compliance stating that the Commission is ready to use the instrumentality of the Commission to stimulate the economy.

“We are enforcers and not regulators and that is why we need the SEC to ensure people play by the rules. We have done a lot in discouraging people from forex malpractices.

“The mandate of the EFCC is to enforce all economic and financial crimes in Nigeria and this is a herculean task and that is why we are collaborating with other relevant government agencies. We need to ensure people play by the rules and ensure compliance in a bid to attract Foreign Direct Investments to our economy.

“If people have trust in us and know people play by the rules, it will attract them. And the EFCC is working to ensure people play by the rules.

Olukoyede stated that fighting corruption is a collaborative effort that the EFCC cannot do alone emphasising the need for other agencies to lend their co-operation.

He commended the SEC on its guidelines on virtual assets and pledged the willingness of the EFCC in ensuring compliance by stakeholders.

Mohammed Shosanya

The Securities and Exchange Commission (SEC Nigeria) has exposed New Rules on Issuance and Allotment by Private Companies Securities in the country.

It declared that any person who issues or allots securities without its prior approval or violates any provisions of its regulations will be liable to a penalty not less than N10 million in the first instance and a further sum of N100,000 for every day the violation continues.

The recommended fine is contained in the proposed new rules on the issuance and allotment of private companies and securities prepared by the Securities and Exchange Commission.

The rules apply to debt securities issuances by private companies either by way of public offer, private placement or other methods as may be approved by the commission; registered exchanges and platforms which admit debt securities issued by private companies for trading, price discovery or information repository purposes; registered capital market operators who are parties in issuances and allotment of debt securities of private companies.

The commission which set out stringent punishment for those who violate the regulation, stated: “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 N10 million in the first instance and a further sum of N100,000 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”.

The commission,in the document stated that a private company may list its securities on a registered securities exchange, adding that such securities must be listed not later than 30 days after completion of allotment.

SEC explained that for a private company to be eligible to issue securities under the regulations it must be a company duly incorporated under Companies and Allied Matters Act (CAMA), or other enabling Laws with at least three years track record of operation.

The regulations pegged the maximum amount a private company can raise within a one-year period at N15 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.

It added that the issuing house would, within 21 working days of allotment, file with the commission a summary report containing post allotment information; summary of applications received; list of allottees of 50,000 units of securities or more and list of all allottees acquiring 5 per cent or more of the securities on offer; list of all applications received including list of those rejected and the basis for rejection, among others.

According to the proposed rule,for a private company with existing debt securities held by qualified investors, the company “shall no later than three months from the date of issuance of these rules, file an application for the registration of the securities to the Commission through the securities exchanges.

Failure to comply with this provision shall attract a penalty of not less than two million Naira and a further sum of N100,000 for every day the violation continues”.

It added that 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 clearance of the securities exchange and 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”.

On the utilization of Proceeds, the Commission held that issuers are prohibited from using the proceeds of the issues for purposes other than those stated in the offer document without its prior approval, adding that “the issuer shall file with the Commission not later than 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”.

“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.

“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.”

The commission said the rules were made pursuant to “Section 43 (1) (b) of the Business Facilitation (Miscellaneous Provisions) Act 2022 which amends Section 67 (1) of the Investments and Securities Act and empowers the Commission to prescribe regulation for the issuance and allotment of private companies’ securities”.

Mohammed Shosanya

Pursuant to its bid to rid the Virtual Assets space of illegal trading activities, the Securities and Exchange Commission has reaffirmed its commitment to act decisively to uphold the integrity of the capital market and protect the interests of all investors.

Acting Director General of the SEC, Dr. Emomotimi Agama,disclosed this during a virtual meeting with the Blockchain Industry Coordinating Committee of Nigeria (BICCoN) the umbrella body of all major blockchain and cryptocurrency Associations in Nigeria, Monday.

He stated that the SEC Nigeria will not hesitate to utilize all the powers within its mandate to handle issues that are negative and pose a threat to national interest saying that the Commission has come as a partner to seek collaboration in making sure that the capital market community is one that is respected globally for decency and fair play.

He said the recent concerns regarding crypto P2P traders and their perceived impact on the exchange rate of the Naira has underscored the need for collective action and dialogue within the financial market ecosystem.

He added: “There are basic practices as enshrined in the Investments and Securities Act 2007 and we expect that everyone will abide by those rules. Some may say no rules to play by, but do not forget that we have the Investments and Securities Act 2007 that some actions by participants today may be violating, hence the law is the law irrespective of the technology used.

“However, for specific Digital Asset regulatory regime that many have been calling for, we want to assure you that we are working tirelessly to establish an accommodating regulatory guideline for digital assets. The SEC as your regulator is desirous to work with you by providing a level of assurance that is needed by all that are operating within the rules of the market”.

He stated that the proposed regulatory guidelines which is currently being fine-tuned with suggestions by various stakeholders, will encompass various activities within the cryptocurrency ecosystem ranging from Wallet providers, digital asset custodians and fund managers, Cryptocurrency Crowdfunding, Initial Coin Offerings (ICOs), Security Token Offerings (STOs), Initial Exchange Offerings (IEOs), Cryptocurrency Exchange platform providers, Virtual Asset brokerage services etc., ensuring that every Nigerian playing within the industry with the potential to contribute to economic progress is included, supported and properly regulated.

“I am poised for an innovative digital asset regulatory regime that will sustain Nigeria as Africa’s Digital Asset Powerhouse with diverse solutions like Real World Asset Tokenization (RWA) that will drive wealth and catalyse our capital market. We must explore innovative solutions to this problem and strike the right balance between encouraging innovation and safeguarding our national economic interests. This we will do in a friendly and firm manner, to enable us to achieve the desired result”.

“We have a great market ahead of us and we have the talents and the people to make the market great. Mr. President is concerned about the teeming youths involved in this space and would encourage them to do the right thing and develop an ecosystem that we all will be proud of. It becomes necessary that we do what is right. Manipulations and all forms of activities that undermines our national interest would not be acceptable. It is therefore very important that we know that the SEC by virtue of the Section 13 of the ISA speaks to the regulation of all capital market activities.

Agama expressed his gratitude to the leadership of the Blockchain Industry Coordinating Committee of Nigeria (Biccon) the umbrella body of all major blockchain and cryptocurrency Associations in Nigeria, and assured them of the commission’s readiness to work closely with all stakeholders in the cryptocurrency ecosystem to create a better country for all of us.

“With our deep understanding of this industry and the cryptocurrency sub sector, we recognize the importance of collaboration and cooperation in addressing the challenges we face; hence your insights and suggestions are invaluable as we seek to navigate these complexities together. We need your support as much as you need ours.

“On that note, I want to emphasize that we are working on different fronts to sustain decent practices within our market, however, we are here to meet ourselves to know those playing within the sector decently and are open to hearing your suggestions on how we can effectively manage all obscure cryptocurrency trading activities within our jurisdiction p2p inclusive irrespective of the challenge we all know that p2p trading posses. We must explore innovative solutions to this problem and strike the right balance between encouraging innovation and safeguarding our national economic interests. This we will do in a friendly and firm manner, to enable us to achieve the desired result.

Agama stated that one of the things that needs to be done is delisting the naira from P2P space in order to avoid the level of manipulation that is currently happening enjoining participants in the crypto space to be patriotic enough to name and shame those that are involved in disrupting the markets negatively.

“I want to seek your co-operation in dealing with this as we roll out in the coming days the regulations that would take control of these areas. We want to assure that this management will ensure that people or institution that require registration with the SEC are quickly licenced. We assure you that we will give guidance when necessary and do well to streamline the processes to make it less difficult.

“We ask that those involved in sharp practices that undermine national interest should cease and desist. It is in our interest as a people to protect what belongs to us. We encourage you to reach out to us by naming and shaming the bad actors. Together, I am confident that we can weed out bad actors and harness the immense potential of this progressive technology for the benefit of all Nigerians in tandem with this government’s renewed hope agenda”, he added.

In his remarks, the Chairman of the Fintech Association of Nigeria Dr. Babatunde Oghenobruche Obrimah commended the Director General for his bold steps and the relationship with the ecosystem and pledged their commitment to work with the DG and grant him all the support that will help him succeed in sanitizing the virtual ecosystem.

On their part, BICCoN requested the setting up of working group to tackle the various challenges facing the crypto space and in a bid to move the market forward.

Mohammed Shosanya

Acting Director General of Security and Exchange Commission,Dr. Emomotimi Agama,has resumed office pending confirmation of his appointment by the Senate .

He promised to ensure that the capital market is well regulated and developed in a bid to contribute to the nation’s economy.

The Director General told the commission’s staff that: “I have come here today to serve you and the institution by sheer providence, we should work together to meet the yearnings and aspirations of the capital market, let us make this institution better and greater knowing that it is a place that feeds and gives us succor, united we stand, and divided we fall.

“We are grateful to President Bola Tinubu for finding us worthy of this opportunity and we know that expectations of the market and the country are huge, it is our utmost determination to work together with the staff of the Commission to ensure that we deliver on this assignment”.

He also commended the staff of the Commission on their commitment to the SEC and assured that the incoming management will work with the staff union to ensure all lingering staff issues are resolved

“I have come here as your colleague because without you this institution won’t get anywhere. This institution has been built by you, your resilience even in trying times has brought us thus far. All of you have been symbols of hard work.

“It’s been a wonderful journey knowing every one of us here. I have had the pleasure of being involved in people’s career here for the last 20 years. We have crossed many rivers, but each of us has added some value to this institution. When we leave we should be able to look back with joy at what we have done. I therefore solicit your support and cooperation to ensure that we all succeed”, Agama said.

Both the top executives and junior staff who spoke at the meeting pledged their commitment to support the Director General to achieve the lofty goals of making the Nigerian capital market better and greater.

Mohammed Shosanya

The Securities and Exchange Commission (SEC), the apex regulator saddled with the dual responsibilities of regulating and developing the Nigerian capital market,has upscaled strategy to reduce unclaimed dividends by stockholders in the country.

The agency conveyed the strategy held a three- day investors clinic in Yobe State to address complains from investors in the region.

According to Mr. Danladi Mohammed, Head of the SEC Zonal Office, Kano, the investor clinic was jointly organised by the Securities and Exchange Commission and the Gombe State Investment & Property Development Company to proffer solutions to investors with unclaimed dividends and related matters.

He explained that the three-day exercise was aimed at creating awareness and enlightenment on e-dividend, dematerialization of shares certificates, and direct cash settlement payment system, among other initiatives, and handling inquiries/complaints from shareholders for the people of Yobe state and its environs.

The initiative is one in a series of programmes, and strategies toward reducing the level of unclaimed dividends which stood at N190 billion in August 2023 by creating awareness, particularly in the regions to make the investing public come forward to take what rightfully belongs to them – This is one of the key objectives of the Capital Market Development Master Plan 2015 – 2025.

The Director General of the Securities and Exchange Commission, Lamido Yuguda,while briefing the members of the House Committee on Capital Market and Institutions on the overview of the capital market and its importance to the Nigerian economy intimated that the Commission had made several efforts in the past and has a lot of strategies and measures in place to tackle the rise in unclaimed dividends.

According to him,the core mandate of the Commission is to regulate and develop the capital market of Nigeria to be at par with its counterparts in other jurisdictions in all ramifications and the Commission is not resting on its oars to achieving and sustaining that mission.

The Commission will embark on a series of investor clinics in 2024 in all the regions of the federation to provide the platforms for investors to reap the benefits of investing in the Capital Market.

At the end of the three-day event, the Commission was able to address the many complaints by investors who attended the clinic which included the request for guidance on E-dividend adoption, change/reconciliation of names, schemes consideration pay-off, verification share certificate, transmission of shares & payment of outstanding dividends and many other issues.`

Capital market experts have attributed the rise in unclaimed dividends to either a change in residential address by investors and failure to update records with the Registrars or investment companies or not keeping track of personal investments or investments owned by deceased relatives.