CHECKLIST FOR PROCESSING EQUITIES, FIXED INCOME, MERGERS, ACQUISITIONS AND TAKEOVERS APPLICATIONS

 

  1. 1.   EQUITIES

 

1.1.        Requirements for Registration of Existing Securities

 

All existing securities of public companies are required to be registered with the Commission.

 

The following are the documents required to be filed with the Commission when applying for registration of such securities:

 

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DOCUMENTS REQUIRED

 

1

Extract of the Shareholders’ Resolution passed at the General Meeting (AGM or EGM), authorizing the conversion of the company from a private limited liability company to a public limited liability company and signed by the Company Secretary and a director. Where a company is incorporated as a public limited liability company, the resolution shall not be required.

2

Memorandum and Articles of Association (including amendment thereto) of the Issuer recently certified by the CAC;

3 

Form CAC 2 – (Statement of Share Capital and Return of Allotment) bearing the original stamp of CAC

4

Form CAC7– (particulars of directors) bearing the original stamp of CAC

5

Audited Accounts for the preceding five (5) years or number of years the Issuer has been in operation if less than five (5) years

6

A copy of Certificate of Incorporation of the Company certified by the CAC 

7

2 copies of Form SEC 6 (duly completed)

8

 

The most recent copy of Certificate of Increase in Share Capital of the Issuer certified by the Company Secretary (where applicable).

9

Profile of the Company

10

Evidence of Registration and filing fees 

 

 

1.2.        Requirements for Registration of Offers:  Initial Public Offer (IPO), Offer for Subscription, Offer for Sale, Rights Issues and Private Placements

 

Where a company proposes to offer its securities to the public through an Initial Public Offer, Offer for Sale, Offer for Subscription, Rights Issue, or a Private Placement, the following documents are required to be filed with the Commission:

 

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DOCUMENTS REQUIRED

1

Extract of the Shareholders’ Resolution at the General Meeting (AGM or EGM) authorizing the offer

2

Extract of the Board Resolution authorizing the offer

3

2 copies of the Memorandum and Articles of the Issuer (including amendments thereto)

4

A copy of the Certificate of Incorporation of the Issuer Certified by the Company secretary

5

A signed copy of the Audited Accounts for the preceding five years or number of years the Issuer has been in operation where it is less than 5 years

6

A copy of the Certificate of Increase in Share Capital certified by the Company Secretary (where applicable

7

2 copies each of the draft Prospectus, Rights Circular, or Placement Memorandum and Abridged Prospectus

8

2 copies of Form SEC 6 (duly completed)

9

Form CAC 2 – (Statement of Share Capital and Return of Allotment) bearing the original stamp of CAC

10

2 copies of the draft underwriting and sub underwriting agreement (where applicable)

11

2 copies of the draft vending agreement

12

2 copies of the draft Joint Issuing Houses’ Agreement (where applicable)

13

Consent Letters of all the parties to the offer

14

Form CAC7– (particulars of directors) bearing the original stamp of CAC

15

Mandate Letter

16

Evidence of Registration and filing fees

17

Original Certificate of exemption from NSE (where applicable)

18

Specimen Posters for publication

19

Specimen Share Certificate

20

Advert materials (Newspaper Publications, where applicable)

21

Reporting Accountants’ Report and Profit Forecast (where applicable)

22

Comfort letter from the solicitors to the issue

23

Comfort letter from the core investor(s) (where applicable)

24

List of Claims and Litigations of the Issuer

25

Sworn Letter of declaration of full disclosure by the Issuer

26

Any other documents that may be required by the Commission

 

 

1.3.        Requirements for Registration of Bonus Issue

 

Where a company approves the issuance of bonus shares to existing Shareholders of the company, the following documents are required to be filed with the Commission:

 

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DOCUMENTS REQUIRED

 

1

Extract of the Shareholders’ Resolution at the General Meeting (AGM or EGM) authorizing the bonus and signed by a Director and the Company Secretary

2

Memorandum and Articles of Association (including amendments thereto) of the Issuer recently certified by the CAC.

3 

A copy of the Certificate of Incorporation of the Issuer certified by the company secretary;

4

Audited Financial Statement of the Company in which the Bonus will be capitalized. This should reflect a share capital which is capable of accommodating the amount of bonus shares to be issued

5

A copy of the Certificate of Increase in Share Capital certified by the Company Secretary. (Where applicable)

6

Form CAC 2 – (Statement of Share Capital and Return of Allotment) bearing the original stamp of CAC

7

Form CAC7– (particulars of directors) bearing the original stamp of CAC

8

Form SEC 1 B (duly completed)

9

Evidence of Registration and filing fees

10

Any other documents that may be required by the Commission

 

1.4.        Debt – Equity Conversion

 

Where a public company proposes to convert previously issued debt securities or secured loans to shares in the company, the following documents are required to be filed with the Commission for clearance;

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DOCUMENTS REQUIRED

 

1

2 copies of Form SEC 6(duly completed)

2

Information Memorandum containing the following details:

  1. a.    Introduction 
  2. b.    Definition of terms 
  3. c.    Summary of convertible loan or stock: 
  4. d.    Brief of the convertible loan stock  
  5. e.    The convertible amount; 
  6. f.      Borrower; 
  7. g.    Lender;  
  8. h.    Share capital;  
  9. i.      Purpose and use of loan stock proceeds; 
  10. j.      Conversion formula;  
  11. k.    Status of the securities; 
  12. l.      Quotation; 

m.  Effects of the conversion:  

i)               shareholding structure pre-conversion

ii)             shareholding structure post conversion 

3 

Conversion Loan Agreement duly certified by the Company Secretary

4

Evidence of collection of the loan

5

A copy each of the Board Resolution and Shareholders resolutions authorizing the conversion and issuance of the debt

6

Evidence of payment of registration and filing fees

7

A copy of the Certificate of Incorporation of the Issuer certified by CAC or the Company Secretary

8

2 copies of the Memorandum and Articles of Association of the Issuer recently certified by CAC

9

The most recent Audited Accounts, which shall not be more than nine (9) months from the last financial year

10

Copy of the most recent Certificate of Increase in share capital certified by the CAC (where applicable)

11

Option Notice (where applicable)

12

Any other information that may be relevant to the transaction

These requirements also apply to convertible preference shares.

 

1.5.        Share Capital Reconstruction

 

Where a public company alters its share capital, whether by increase or reduction, it is required to notify the Commission by filing the following documents.

 

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DOCUMENTS REQUIRED

1

Extract of the Shareholders’ Resolution at the Annual General Meeting authorizing the share capital reconstruction.

2

Extract of Board Resolution authorizing the share capital reconstruction

2

Memorandum and Articles of Association (including amendment thereto) of the Company recently certified by the CAC 

3 

Form CAC 2 – (Statement of Share Capital and Return of Allotment) certified by the CAC

4

Form SEC 6 (duly completed)

5

Form CAC 7 (Particulars of Directors) certified by the CAC

6

Audited Accounts for the preceding five years or such number of years the company has been in operation if less than 5 years

7

A copy of Certificate of Incorporation of the Company certified by the CAC or Company Secretary

8

The most recent copy of Certificate of Increase in Share Capital certified by the Company Secretary (where applicable).

9

Copy of the Court Order where the reconstruction entails a reduction of share capital

10

Explanatory memorandum on the factors necessitating the reconstruction

11

Evidence of payment of filing fees

 

 

1.6.        Depository Receipts By Nigerian Entities

For all levels of Global Depository Receipt, the Issuer shall furnish the Commission with information on the following:-

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DOCUMENTS AND INFORMATION REQUIRED

1

Nature of the Programme

2

Number of shares involved

3

Parties (foreign or local)

4

International clearing system desired

5

In the case of transaction on the Stock Exchange, the Issuer shall disclose the parties (foreign or local involved and number of shares in the transaction)

6

Copies of documents obtained from and filed with the foreign country

7

Evidence that the programme has been cleared by the Central Bank of Nigeria or the National Insurance Commission where the programme involves a Bank or Insurance Company. Evidence of clearance by other relevant regulatory agencies (where applicable)

8

Copies of latest annual report;

9

Copies of resolution at General Meeting (AGM or EGM);

 

In the case of Level I G.D.R., compliance with the above and the existing guidelines on foreign investments, may qualify the Issuer for a “no objection” letter from the Commission.

 

Where the Issuer is to raise capital, full disclosure requirements of the Commission shall be met. In addition, the Issuer is required to file the following information with the Commission:

 

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DOCUMENTS REQUIRED

1

A copy of the resolution of the members or directors authorizing the issue  certified by the CAC

2

Number of shares for the depository receipt  and the percentage it represents of the outstanding shares of the Issuer

3

Capital history of the Issuer (e.g. total share capital, paid-up capital, issued and un-issued, etc.)

4

Parties to the Issue

5

Evidence of approval of the foreign regulatory authorities;

6

Evidence of consent(s) of any international party to the transaction

7

Certified true copy of resolution of members at A.G.M. or E.G.M. of the Issuer approving the offer

8

Currency in which securities for the programme would be denominated (e.g. dollars, pound sterling, local currency, etc.)

9

A prospectus for foreign capital sourcing and another one for local offering (a single document for both domestic and foreign markets may be issued)

10

Rights and obligations attached to each class of securities or shares if different classes of securities are being issued.

 

 

  1. 2.   Fixed Income

 

2.1.        Requirements for registration of Bond issuance by State, Local Government, FCT, and Government Agencies.

 

Where a State, Local Government, Federal Capital Territory (FCT), Government Agencies and any Company which is wholly owned by the Government proposes to issue bonds to the public, the following documents are required to be filed for the Commission’s review:

 

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DOCUMENTS REQUIRED

Audited Accounts for the preceding five (5) years or if less than five years, the number of years the Issuer has been in operation

2 copies of the draft Prospectus and Abridged Prospectus

Resolution of the State Executive Council approving the bond issue

Resolution of the State House of Assembly approving the issue of the bond

An Irrevocable letter of authority issued by the Accountant General of   the State or Local Government (Where applicable).

An Irrevocable letter of guarantee of repayment( for Government Agencies or Company wholly owned by Government )

2 copies of the Underwriting Agreement and Sub-Underwriting Agreement (where applicable)

2 copies of Vending Agreement

2 copies of Joint Issuing Houses agreement (where applicable)

Mandate letter appointing the Issuing House (s)

Consent Letters of professional parties to the Issue

Consent of the State Executive Council or local government executives (where applicable)

2 copies of draft Trust Deeds (See general requirements)

A feasibility report of the specific project to be financed

2 copies of the State Government official Gazette or Local Government by-laws containing the instrument authorizing the issue of the Bond

Irrevocable Standing Payment Order (I.S.P.O) issued by the Accountant-General of the Federation

Rating Report(s) on the Issue and the Issuer by a Rating Agency registered  or  recognized by the Commission

List of Claims and Litigation

Solicitors Report

Reporting Accountant’s Report

Form SEC 6

Sworn letter of Declaration of full disclosure by the Issuer

Material Contracts  (where applicable)

Bridging Loan Agreement (If any)

Third party guarantee from a Bank, Insurance Company, Supranational Institutions, International Financial Institutions or any other Body and Organization acceptable  to the Commission, to cover payment of the principal and interest in the event of default; (This is only required for bonds that are not backed by I.S.P.O)

Appropriate filing and Registration Fees (See Appendix)

Any other document that may be required

 

* The issuer shall be required to satisfy the conditions of Rule 566 where the bonds are not backed by an I.S.P.O

 

 

2.2.        Registration Requirements for Corporate and Supranational Bonds

 

Where a public company (domestic or foreign) and supranational bodies seeks to issue fixed income securities to the public, the following documents shall be filed with the Commission:

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DOCUMENTS

1

Duly completed form SEC 6

2

Appropriate filing and Registration Fees

3

Two copies of the resolution by the General Meeting authorizing the issue of the bond

4

2 copies of the Memorandum and Articles of Association of the Issuer

5

A copy of Certificate of Incorporation of the Issuer certified by the CAC

6

A signed copy of the Issuer’s audited accounts for the preceding three (3) years, with the latest account not more than nine months.

7

Reporting Accountants report

8

Consent letters of the parties to the offer

9

2 copies of draft Vending Agreement between the Issuer and the Issuing House

10

2 copies of draft  Underwriting and Sub-Underwriting Agreement (where applicable)

11

Rating Report of the Issuer and the Issue by a Rating Agency registered or recognized by the Commission

12

A letter of No objection from the relevant regulatory body (where applicable)

13

2 copies of draft Trust Deed

14

Form CAC 2 – (Statement of Share Capital and Return of Allotment) certified by the CAC

15

A draft prospectus, Placement Memorandum or any form of Information Memorandum

16

Sworn letter of Declaration of full disclosure by the Issuer

17

List of Claims and Litigations of the Issuer

18

Other relevant material agreements and or information

 

 

2.3.        Documentation Requirements for Sukuks

 

Public companies (including SPV’s), State Governments, Local Government, and Government Agencies as well as multilateral agencies are eligible to issue, offer or make an invitation of sukuk upon approval by the Commission.

 

When issuing sukuk, the following documents shall be filed with the Commission:

 

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DOCUMENTS

1

Draft Information Memorandum or Prospectus

2

Sworn letter of Declaration of full disclosure by the Issuer

3

Copy of letter of “No Objection”  from all other relevant regulatory authorities

4

Latest audited financial statements of the issuer or Statement of Affairs (not less than nine (9) months old)

5

Shariah Compliance Certificate issued by a Shariah Adviser or Advisory Board

6

Rating Report by a Rating Agency registered or recognized by the Commission.

7

Duly completed form SEC 6

8

Appropriate filing and Registration Fees

9

2 copies of the resolution by the General Meeting of the SPV and the Obligor authorizing the issue of the bond

10

2 copies of the Memorandum and Articles of Association of the Issuer

11

A copy of Certificate of Incorporation of the Issuer certified by the CAC

12

Reporting Accountants report

13

Consent letters of the parties to the offer

14

2 copies of Vending Agreement between the Issuer and the Issuing House

15

2 copies of Underwriting and Sub-Underwriting Agreement (where applicable)

16

2 copies of draft Trust Deed

17

Relevant agreements where applicable

18

Form CAC 2 – (Statement of Share Capital and Return of Allotment) certified by the CAC (where applicable)

  1. 3.    Documents to be filed for Allotment

 

Within six weeks of the close of Offer, the Issuing House to the transaction shall file the basis of allotment with the Commission. The following documents are required to be submitted at this stage:

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General Documentation requirements for clearance of Allotment

1

Joint consent letter signed by the Issuer and the Issuing House(s) consenting to the basis of allotment

2

Draft newspaper announcement of the allotment

3

Summary of Application

4

Commentary on Allotment

5

Range Analysis of shares subscribed

6

Soft copy of list of valid applications in MS Excel format

7

List of applicants that applied for 50,000 units of shares and above

8

List of applicants that applied for 5% and above of the shares on offer

9

List of rejected applications

10

List of partial acceptance (For  Rights Issue)

11

List of applicants who applied for additional shares (For Rights Issues);

12

List of applicants with traded rights (For Rights Issues);

13

Statement of issue proceeds account

14

Central Bank of Nigeria (CBN) Capital Verification Report (If Bank Offer)

15

Certificate of Capital Importation (where applicable)

16

Evidence of payment of underwriting commitment(If the Offer was underwritten)

  1. 4.    Post Allotment Compliance Report

 

Upon clearance of allotment proposal, the Commission directs the Issuing House(s) to file a report within twenty-one (21) days in compliance with the following as provided in the Rules and Regulations of the Commission:

 

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STEPS INVOLVED

1

Problems arising generally from the conduct of the issue

2

Satisfactory compliance of the parties to their obligations under the issue

3

That the issue proceeds be remitted to the issuer within 24 hours (where the issuing house is also the receiving banker or within two (2) working days where the issuing house is not the receiving banker).  Evidence of such remittance shall be filed with the Commission

4

That the returned monies (comprising the surplus and rejected monies plus accrued interest) be returned to the affected subscribers within five (5) working days by the registrars of the issue through the registered post.  Evidence of dispatch of the returned monies attached shall be filed with the Commission

5

That share certificates be dispatched to the successful subscribers within fifteen (15) working days through registered post and applicants who indicated their CSCS account number should have their account credited.

6

For quoted companies, the status of listing the offered shares on the floor of the Exchange be forwarded to the Commission.

7

The technical suspension on the shares placed by the Exchange prior to the registration of shares by the Commission be lifted by the Stock Exchange at the date of listing.

8

That the schedule of actual cost of the issue be forwarded.  This will enable the Commission ensure compliance with Rule 314.

9

When all these are complied with fully, the submission is filed away and the Department notifies the Monitoring Department for their mandatory role of monitoring the judicious use of the offer proceeds.

8

Thereafter, the department, with Monitoring Department jointly carries out inspection on the use of issue proceeds.

 

 

  1. MERGERS

All documents required shall be filed in duplicate

 

1.1 Merger Notification – Documents Required

a)    Completed Merger Notification Form

b)    A joint letter of intent from the merging entities.

c)    Extract of Board Resolutions of the merging entities in support of the merger duly certified by a Director and the Company Secretary.

 

d)    A copy of the letter appointing the financial adviser (s)

 

e) Certificate of Incorporation certified by the Company Secretary, certified true copies of Form CAC 7, and Memorandum and Articles of Association of the merging entities.

f) A letter of No objection from the Companies’ Regulator(s) (where applicable)

g) The Audited Accounts of the merging entities for the preceding five (5) years or the number of years the Companies have been in operation if not up to five (5) years.

h) Evidence of payment of filing fee of N50,000.00 (Fifty Thousand Naira   only) per   merging entity

i) Information Memorandum

 

1.2        Contents of Information Memorandum

1.2.1 Brief information on the merging entities and the merger

a)   Brief history of the merging entities – incorporation, line of business, location, etc

b)   Authorized share capital, issued and fully paid, Directors’ direct & indirect beneficial interests and list of shareholders with 5% and above shareholdings

c)   Rationale/objectives of the merger

d)   List of competitors of the merging entities and their percentages of market share, including those of the merging entities.

e) Analysis of the effect of the transaction on the industry, including post – merger percentage market share of the resultant entity.

f)  A summary of financial information which include balance sheet and profit and loss accounts  

1.2.2  Provide the following additional information:

a)   The actual and potential level of import competition in the relevant industry

b)   The ease of entry into the industry, including tariff and regulatory barriers

c)   The level of trends of concentration and history of collusion in the relevant industry

d)   The import competition such as existing import duties and degree of countervailing power.

e)   The dynamic characteristics of the relevant industry including growth, innovation and product differentiation

f)     The nature and extent of vertical integration in the relevant industry

g)   Whether the business or part of the business of a party to the merger or proposed merger has failed or is likely to fail

h)    Whether the merger will result in the removal of an effective competitor

 

1.2.3  Products and Services

 

a)  State the products or services that the merging entities sell or provide in, into or from Nigeria. In addition, identify any products or services that you believe are considered by buyers as reasonably interchangeable with, or a substitute for, a product or service provided in, into or from Nigeria by parties to the merger.

 

b)   For each identified product or service, state the geographic area (s) in Nigeria, in which the merging entities sell.

 

c)   For each identified product or service, identify and provide contact details for, the five producers or providers in each identified geographical area with the largest estimated turnover in value, and their estimated share of the total turnover during the last financial year.

 

d)   For each identified product or service, state the turnover in each of the identified geographical area during the last financial year.

 

e)   For each identified product or service, identify and provide contact details for the merging entities’ five customers in each of the identified geographical area with the largest aggregate purchases in value during the last financial year.

 

f)  The business relationship among the merging entities in terms of the products or services they sell to one another as well as the value of those products and services sold during the last financial year.

 

1.2.4  Indicate whether the merger will involve the following:

a) Transfer of all or part of the assets, liabilities, undertakings, including real and intellectual property rights.

b) Transfer of shares or other interests.

c) A Buy-back of shares.

1.2.5  Where the merger transaction is relying on a failing firm defence, include the following:

a)   Financial information demonstrating that the firm will be unable to meet its financial obligations in future.

a)   Information concerning efforts taken to elicit reasonable alternative offers.

b)   Information indicating that the failing firm would reasonably be expected to exit the market unless the merger is implemented.

1.3 Clearance of Scheme Document – Documents Required

a)    Draft Financial Services Agreement between the merging entities and their financial advisers

 

c) Evidence of increase in Authorized Share Capital (where necessary)

d) Signed and notarized consent letters of Directors and parties to the merger

e) Copy of merger implementation agreement and any other agreements executed by the merging entities

f) A letter of undertaking to file evidence of settlement of all tax liabilities of the Federal Inland Revenue Services (FIRS)

g) Certificate of capital importation (where applicable)

h) Reporting Accountants’ report on the financials and forecast of the merging entities

i) List of claims and litigation of the merging entities

j) Evidence of payment of processing fee on the purchase consideration

k) Scheme Document – (Contents) See the relevant Rules in the Rules and Regulations of the Commission

1.4 Formal Approval – Documents Required

a)    Copies of executed Scheme Documents by the parties to the Scheme at the Shareholders meetings

b)    Copies of executed Financial Services Agreements

c)    Copies of the executed Order of Proceedings of the merging companies

d)    Copies of the evidence of dispatch of Scheme Document to the shareholders of the merging companies

e)    Evidence of the executed resolutions passed at the separate Shareholders meetings

f)     Scrutineer’s Report

g)    Stamped Power of Attorney of Directors who were not present at the separate shareholders meetings (where applicable)

h)   Forms SEC 6 (where applicable)

i)     Evidence of clearance letter from the Federal Inland Revenue Services regarding any tax liability (where applicable)

j)     Amended copy of the Memorandum and Articles of Association of the Resultant company (where applicable)

 

1.5 Post – Approval – Documents Required

a) A copy of the Court Order sanctioning the Scheme within seven days of the order for registration in accordance with Section 122 (a) of the ISA 2007.

b) A Notice of the Order shall be published in at least one National Newspaper and a copy filed with the Commission.

c) A copy of the order shall be published in the Gazette and a copy filed with the Commission.

d) File statement of the actual cost of the scheme.

e) File a Report of the completion of the exercise within three (3) months, containing the following information among others:

  • Arrangement relating to employees of the dissolved Companies.
  • Settlement of shareholders of the dissolved companies.
  • Utilization of monies injected into the company (where applicable).
  • General implementation of the merger as provided by Section 122 (6) of the ISA.
  • Report of the Shareholders’ Representatives (where applicable)
  • Report on Share Adjustment (as provided in the Scheme Document where applicable)

 

1.6 Post Merger Inspection 

 

There shall be a post – merger inspection to be carried out by the Commission three months after approval to assess how the resultant company is faring.

 

 

  1. ACQUISITION

2.1 Acquisition Stage  – Documents Required 

The acquirer shall file a letter of intent accompanied with the following documents. The filing shall be made by a registered capital market operator registered to function as an Issuing House:

 

a)    Two draft copies of Information Memorandum

 

b)    Extracts of Board Resolutions of the acquirer and the acquiree agreeing to the acquisition signed by the Company’s Secretary and a Director. (where applicable)

 

c)    A recent CAC certified true copy of the Memorandum and Articles of Association of the acquirer and the acquiree. (where applicable)

 

d)    A certified Certificate of Incorporation of the acquirer and the acquiree. (where applicable)

 

e)    Extrats of shareholders resolution of the acquirer and the target company to be signed by a Director and Company Secretary. (where applicable)

 

f)     Summary of the claims and litigations of the company to be acquired.

 

g)    A copy of ‘No Objection’ letter from the relevant regulatory body (where applicable).

 

h)   Copies of letters appointing the financial adviser(s)

 

i)     A CAC certified Form CAC 7 of the acquirer and the target company. (where applicable)

 

j)     Notarized consent of Directors of the acquirer and the target company (where applicable).

 

k)    Financial Services Agreement between the acquirer and the target company and their respective Financial Advisers. (where applicable)

 

l)     Share Purchase Agreement and any other relevant agreement executed between the acquirer and the target company. (where applicable)

 

m)  Payment of N50,000 application fee

 

n)   Payment of relevant fees of the total value of shares being acquired as processing fee and/or a requirement to cross the transaction on the floor of the Exchange where the transaction involves quoted companies.

 

  • o)    Annual report and accounts of both companies for the preceding period of five years or the period the companies have been in operation if less than five years.

 

p)    For nominal transaction, the companies are required to submit the above listed documents and pay the application fee only.  The companies shall show evidence that the transaction is nominal.

 

q)    Sources of fund to finance the acquisition must be clearly disclosed and backed by documentary evidence.

 

r)     File report of valuation of shares/assets. (where applicable)

 

s)    Publication of the acquisition in at least two national dailies after consummation.

 

2.2 Contents of the Information Memorandum

 

The Information Memorandum shall contain the following among others:

a)    Background Information

 

  • Background to the Acquisition
  • Statement of acquisition objectives
  • Parties to the Acquisition
  • The list of assets to be acquired and their value (where applicable)
  • Statement of Financial Capability

 

b)    The Offer

 

  • The purchase consideration
  • Comparison of purchase consideration with historical market price (where applicable)
  • Effect of the acquisition on the management and employee of the target company
  • Terms and conditions of the acquisition
  • Manner of Acceptance
  • Treatment of dissenting shareholders (if any)

 

c)    The Acquirer

 

  • History and Business
  • Share Capital & Ownership Structure
  • Director’s Beneficial Interests
  • Three/five years financial summary

 

d)   The Target Company  

 

  • History and Business
  • Share Capital and Ownership Structure
  • Director’s Beneficial Interests
  • Three/five years financial summary
  • Summary of Claims and Litigations

 

e)    Effects of the Acquisition on the Relevant Industry

 

  • Line of operation of the acquirer
  • Statement of existing investment in a related line of business
  • Analysis of market share of the acquirer in the relevant industry

 

f)     Financial Projections

 

  • Effects of the acquisition on the financial position of the acquirer
  • Projected consolidated balance sheet (where applicable)
  • Earnings projections of the acquirer

 

2.3 Post – Acquisition – Documents Required

After a ‘No Objection’ is granted, the companies shall file a report of compliance with the terms of approval within three months. The report should be forwarded along with the following:

a)             Signed and dated Information Memorandum

b)             Executed share/asset purchase agreement

c)             Evidence of settlement of purchase consideration(where applicable)

d)             Evidence of settlement of severance benefit of employees that may lose their jobs as a result of the acquisition

e)             Evidence of settlement of dissenting shareholders (where applicable)

f)              Newspaper publications on the acquisition

 

 

 

 

2.4 Post Acquisition Inspection 

 

There shall be a post-acquisition inspection to be carried out by the Commission three months after approval to assess how both the acquirer and the target company are faring..

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. TAKEOVER

Application for the processing of Takeover transactions shall be filed with the Commission by the Financial Advisers to the offeror. The Financial Advisers shall be capital market operators who are registered with Commission to function as Issuing House.

 

3.1 Application for Authority to proceed with a Takeover

 

Documents to be filed 

 

a)             A letter of application

b)             Two copies of Information Memorandum

c)             A letter of No Objection from the relevant regulatory body ( where applicable)

d)             Extract of shareholders and Board Resolutions of the offeror approving the takeover

e)             Copies of the Certificate of Incorporation of the offeror certified by the Corporate Affairs Commission

f)              Copies of the Memorandum and Articles of Association of the offeror certified by the Corporate Affairs Commission

g)             Copies of letters from the offeror appointing their Financial Advisers to the transaction

h)            Payment of N50,000 filing fee

 

3.2 Contents of Information Memorandum

3.2.1 Background Information on the Takeover 

  • Background to the Takeover
  • Parties to the takeover
  • Statement of intention/objectives
  • Statement of financial capability, where the offeror is an individual

 

3.2.2 Brief Information on the Offeror

  • Brief History of the offeror
  • Share capital, ownership structure, and Directors of the offeror
  • The percentage market share of the offeror in the relevant industry
  • Current shareholding of the offeror in the target company
  • Number of shares and percentage holding to be acquired (where applicable)
  • Post-takeover status of the target company
  • State the likely effect of the take-over bid, if successful on:

 

n  The economy of Nigeria.

n  The Staff of the target Company.

 

   3.3 Filing of a Draft Takeover Bid 

 

Upon the receipt of authority to proceed with a takeover bid, the following    documents shall be filed with the Commission:

 

Two draft copies of the Takeover Bid

 

a)             Consent letters of Directors and other parties to the transaction

b)             Form CAC 7 of the offeror

c)             A copy of Draft Financial Services Agreement between the Financial Advisers and the offeror, and any other agreement (s) entered into in the course of the transaction

d)             Annual Report and Accounts of the offeror for the preceding period of five years

e)             Payment of  the relevant SEC fees based on the value of shares to be taken over.

 

3.4 Filing of executed Offer Documents 

 

Upon the clearance of the Draft Takeover Bid, a signed copy of the proposed bid shall be filed with the Commission for Registration along with the following:

 

a)             Notice of the Takeover Bid published by the offeror in at least two national daily newspapers

b)             Financial Services Agreement and other executed agreements.

 

3.5 Contents of a Takeover Bid

The contents of the takeover bid shall comply with the provisions of Section 136 of the Investment and Securities Act, 2007.

 

 

 

3.6 Filing of Result of The Offer 

 

Upon registration of the Takeover Bid, the offeror should launch the bid by officially opening the Bid to the shareholders of the target company and should remain in force for the period as approved by the Commission.

When the Bid is closed, the offeror should file the results with the Commission containing the following:

a)    Summary of Acceptances

b)    Acceptance Forms

c)    Full list of Acceptances

d)    Rejected Acceptances

e)    Draft Newspaper Announcement

f)     Evidence of settlement of purchase consideration.

g)    Evidence of payment of processing fee

 

3.7 Post-Takeover Inspection 

 

There shall be a post-takeover inspection to be carried out by the Commission three months after registration of the Bid to assess how both the offeror and the target company are faring..