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.

Mohammed Shosanya

The Securities and Exchange Commission has urged members of the public to report any fund manager operating without the registration of the commission.

Chief Economist, SEC Dr. Okey Umeano,who stated this in an interview in Abuja, said the battle against illegal fund managers must be tackled in all spheres.

He disclosed that the new Investments and Securities Bill has amended some of the provisions around Ponzi schemes, illegal fund managers, and certain unwholesome practice in the market to ensure that these practices no longer happen.

“This ISB is supposed to accommodate these new operators, these new instruments and new happenings in the market. The Act is now more up to date and in line with present happenings in Nigeria and the global level. This Act also protects the investors more because we have made certain provisions in that Act that strengthens the SEC to ensure that they are better able to carry out their investor protection activities.

“Among other provisions, the bill prohibits the operation of Ponzi/pyramid schemes and other illegal investment schemes while prescribing a jail term of not less than 10 years for promoters of such schemes. This will strengthen regulation on Ponzi schemes. We are going to go all out against the promoters of such Ponzi schemes.

He said,he has gone through the marketing literature of some of these Ponzi scheme operators where they promise investors 10%, 20% in a month, which he stated is unreasonable urging investors not to patronize them.

He said:”When it is too good to be true and it sounds too good to be true, it is probably not true. There is a simple way to find out as the SEC website has a list of registered capital markets operators. Go to the SEC website type in ‘CMO search’ and you will see a list of capital market operators that are registered and that are regulated. There is also another one that some of them started doing, the organization is registered but they now create a side product that is not registered. We register both the organization and the products, check properly before parting with your hard earned money.

“In the capital market, we do not allow capital market operators to promise fixed returns. Nobody knows what the market will give, people will make some efforts but nobody can for sure tell you I will make 10% or 20% every month for you. When people tell you if you bring in money, I will pay you this amount but you have to bring in other people, you have to register other people, they are most likely to be using the money of those people to pay you, using your own to pay the person who brought you in, and that becomes the pyramid in Ponzi schemes work.

He implored investors to be cautious when these juicy returns are sold to them, urging them to contact the SEC via email at sec@sec.gov.ng or through the telephone as well as social media platforms to ascertain the registration status of such entities.