STEPS/PROCEDURE

FOR REGISTRATION – 

·
Documents
are filed at the Office of the Director General (ODG)

·
Documents
forwarded will be reviewed, and where there are observed deficiencies, this
will be communicated to the applicants.

·
Note
that where deficiencies are communicated, the timeline resets.

·
In
the absence of any deficiency, approval will be granted and communicated.


Note:

·
The
Commission may require other documents or information as may be necessary

 

·
Where
an issuer had already filed necessary documents with SEC (e.g. Memorandum and
Articles of Association (Memart) or certificate of incorporation or certificate
of increase in share capital, etc.) the issuer need not file the documents in subsequent
transactions, provided the issuer enters into an undertaking that since the
previous filing, there has been no change in the documents already filed with
the Commission

 

S/N

SERVICES

FEES

TIMELINES (All timelines
commence from date of complete filing)

MODE OF APPROVAL

REQUIREMENTS

 

 

 

REFERENCE TO ISA/SEC RULES & REGULATION

1)      

Registration of Existing Securities (upon incorporation
as/conversion to a Public Company)

Filing
fee _10,000

 

Registration fee:

First
_500 million (of
the value shares to be registered)    0.3%

 

Next
_500 million 0.225%

 

Any
sum thereafter 0.15%

 

 

 

2 weeks

Letter

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.     Copy of the Memorandum
and Articles
of the Company (including amendments thereto)
recently certified by the CAC;

3.     Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and Particulars of Directors. This should bear the original stamp of the
CAC.

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

5.     Copy of the
Certificate of Incorporation of the Company certified by the CAC

6.     Copy of Form SEC 6
(duly completed)

7.     Copy of the Certificate
of Increase in Share Capital
of the Company certified by the Company
Secretary (where applicable).

8.     Profile of the Company disclosing the following information:

i.Summary of financial
statements;

ii.date of incorporation;

iii.    authorized share
capital;

iv.    paid-up capital (which
shall not be less than 25 percent of the Authorised Share Capital of the
Company);

v.    profile of promoters,
directors and management staff;

vi.    summary of the
objectives and business of the company;

9.
Evidence of payment of registration and filing fees

 

Section
54, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

2)      

Registration of Distribution of Securities:  Initial
Public Offer (IPO), Offer for Subscription, Offer for Sale, Rights Issues and
Private Placements

Filing
fee _10,000

 

Registration fee:

First
_500 million (of
the value shares to be registered)    0.275%

 

Next
_500 million 0.225%

 

Any
sum thereafter 0.15%

 

6 weeks

Letter

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

2.       Board Resolution
authorizing the Offer (where applicable)

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

4.       Copy of the Certificate
of Incorporation
of the Issuer certified by the Company secretary

5.       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.       Copy of the Certificate
of Increase in Share Capital
certified by the Company Secretary (where
applicable)

7.       Copy each of the draft
Prospectus, Rights Circular, or Placement Memorandum and Abridged
Prospectus

8.       Copy of Form SEC
6
(duly completed)

9.       Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and Particulars of Directors. This should bear the original stamp of the
CAC.

10.     Copy of the draft underwriting
and sub underwriting agreement
(where applicable)

11.     Copy of the draft vending
agreement

12.     Copy of the draft Joint
Issuing Houses’ Agreement
(where applicable)

13.     Consent Letters of all the parties to
the offer

14.     Mandate Letter

15.     Evidence of
Registration and filing fees

16.     Original Certificate
of exemption
from NSE (where applicable)

17.     Specimen Posters
for publication

18.     Specimen Share
Certificate

19.     Advert materials (Newspaper
Publications, where applicable)

20.     Reporting Accountants’
Report and Profit Forecast (where applicable)

21.     Comfort letter from
the solicitors to the issue (solicitors opinion)

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

23.     List of Claims and
Litigations of the Issuer

24.     Sworn Letter of
declaration of full disclosure by the Issuer

 

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

3)      

Registration of Bonus Issue/Script Dividend

 

Filing
fee _10,000

 

 

Registration fee:

Flat
rate of    0.3% of the nominal value of shares

 

 

 

7
working days

Letter

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

2.     Board Resolution
authorizing the
bonus
issue

(where applicable)

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

4.     Copy of the Certificate
of Incorporation
of the issuer certified by the company secretary;

5.     Copy of the latest
audited accounts of the company.

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

7.     Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and particulars of directors. This should bear the original stamp of the
CAC.

8.     Form SEC 1  (duly
completed)

9.     Evidence of
Registration and filing fees

 

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

4)      

Debt – Equity Conversion

Filing
fee _10,000

 

Registration fee:

First
_500 million (of
the value shares to be registered)    0.3%

 

Next
_500 million 0.225%

 

Any
sum thereafter 0.15%

 

2 weeks

Letter

1.     Copy of Form SEC
6(duly completed)

2.     Information Memorandum
containing the following details

a.      Introduction

b.     Definition of terms

c.      Summary of convertible
loan or stock

d.     Brief of the
convertible loan stock

e.      The convertible amount

f.      Borrower

g.     Lender

h.     Share capital

i.      Purpose and use of
loan stock proceeds;

j.      Basis of conversion

k.     Status of the
securities

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.     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.     Copy of the Certificate
of Incorporation
of the Company certified by CAC or the Company Secretary

8.     Copy of the Memorandum
and Articles
of the Company (including amendments thereto) recently certified
by the 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 Certificate
of Increase in share capital
certified by the Company Secretary (where
applicable)

11.   Option Notice (where applicable)

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

5)      

Global Depository Receipts/ Nigerian Depository Receipts

Filing
fee _10,000

 

Registration fee:

First
_500 million (of
the value shares to be registered)    0.275%

 

Next
_500 million 0.225%

 

Any
sum thereafter 0.15%

 

6 weeks

Letter

For
all levels of Global Depository Receipts, the Issuer shall furnish the
Commission with the following:

1.      Nature of the
Programme

2.      Number of
securities involved and the percentage they represent of the outstanding
securities of the issuer where applicable;

3.     Parties
(foreign/local);

4.     International clearing
system to be utilised;

5.     Copies of documents
obtained from and filed with the foreign regulatory body;

6.     Copy of latest annual
report (where applicable);

7.     Board Resolution of
the Issuing Entity;

8.     Evidence of payment of
filing and registration  fees

 

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.

 

Level I GDR- Unsponsored DR Programs

1.
Evidence
of valid registration of the depository as a Capital Market
Operator/Intermediary or a Foreign Capital Market Operator/intermediary as is
applicable

2.     Evidence of the rights
and obligations attached to the depository receipts (where applicable) ;

3.     Prospectus or listing
documents;

4.     Evidence of
Registration and filing fees

 

Level II GDR- Sponsored DR Programs

12.   Copy of the Memorandum
and Articles
of the issuer (including amendments thereto) recently
certified by the CAC or its equivalent;

1.
Copy
each of resolutions passed at the Annual General Meeting (A.G.M.) or
Extraordinary General Meeting (E.G.M.) of the Issuer authorising the conduct
of the programme;

2.
Resolution
of the Board of Directors of the Issuer authorizing the conduct of the
program, where applicable;

3.
Evidence
of authorisation of the Depository to conduct the programme;

4.
Evidence
of valid registration of the Depository as a Capital Market Operator or a
Foreign Capital Market Operator/intermediary as applicable

5.
Evidence
of share capital of the Issuer (authorised, issued and fully paid;

6.
Number
of the underlying securities;

7.
Evidence
of the rights and obligations attached to the depository receipts;

8.
Prospectus
or listing document;

9.
Copy
of the deposit agreement with the depository;

10.
Evidence
of Registration and filing fees

 

Level
III GDR – Capital Raising

 

1.
Capital
history of the issuer (e.g. total share capital, paid-up capital, issued and
un-issued, etc.) with evidence of increase in share capital (where
applicable);

 

2.
Currency
in which securities for the programme would be denominated (e.g. dollars,
pound sterling, local currency, etc.);

 

3.
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 an
insurance company. Evidence of clearance by other regulatory agencies would
be required where applicable.

 

4.
Signed
copy of audited accounts for the preceding three (3) years or number of years
for which the issuer company has been in operation, (if less than 3 years in
the case of an existing company) which shall not be more than 9 months old.
Where the latest audited accounts are more than 9 months old, recent interim
audited accounts for the first 6 months of the financial year must be
included.

 

5.
Rights
and obligations attached to each class of securities if different classes of
securities are being issued.

 

6.
Evidence
of payment of registration and filing fees

 

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
H, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

6)      

Share Capital Reconstruction

 

Processing
fee: _50,000

 

 

 

2 weeks

Letter

1.     Extract of the
Shareholders’ Resolution passed at the Annual General Meeting authorising the
share capital reconstruction

2.     Board Resolution
authorizing the
share
capital reconstruction

(where applicable)

3.     Copy of the Memorandum
and Articles
of the Company (including amendments thereto) recently
certified by the CAC

4.     Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and particulars of directors. This should bear the original stamp of the
CAC.

5.     Form SEC 6 (duly
completed)

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.     Copy of Certificate
of Incorporation
of the Company certified by the CAC or Company Secretary

8.     Copy of the 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
processing  fees

Part
F, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

7)      

Registration
of Bond issuance by State, Local Government, FCT, and Government Agencies.

Filing
fee N10,000.00

 

Registration fee:

 

First
_500 million (value
of the units to be registered)    0.15%

 

Next
_500 million 0.145%

 

Any
sum thereafter 0.1425%

 

6 weeks

Letter

1. 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. Copy of the draft
Prospectus and Abridged Prospectus

3. Resolution of the
State Executive Council approving the bond issue;

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

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

6. An Irrevocable letter
of guarantee of repayment( for Government Agencies or Company wholly owned by
Government;

7. Copy of the
Underwriting Agreement and Sub-Underwriting Agreement (where applicable

8. Copy of Vending
Agreement

9. Copy of Joint Issuing
Houses agreement (where applicable)

10.  Mandate letter
appointing the Issuing House (s)

11.  Consent Letters of
professional parties to the Issue;

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

13.  Copy of draft Trust
Deeds (See general requirements)

14.  Feasibility report of
the specific project to be financed

15.  Copy of the State
Government official Gazette or Local Government by-laws containing the
instrument authorizing the issue of the Bond

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

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

18.  List of Claims and
Litigation

19.  Solicitors Report

20.  Reporting Accountant’s
Report

21.  Form SEC 6

22.  Sworn letter of
Declaration of full   disclosure by the Issuer

23.  Material Contracts
(where applicable)

24.  Bridging Loan
Agreement (If any)

25.  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)

26.  Evidence of payment of
registration and filing fees

Part
XV, Investments and Securities Act (ISA) No. 29, 2007

 

Part
K, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

8)      

Registration
of Corporate and Supranational Bonds

Filing
fee _N10,000.00

 

Registration
fee:

 

First
_500 million (value
of the units to be registered)    0.15%

 

Next
_500 million 0.145%

 

Any
sum thereafter 0.1425%

 

6
weeks

Letter

1.   Duly completed form
SEC 6

2.   Evidence of payment of
registration and filing fees

3.   Copy of the resolution
by the General Meeting authorizing the issuance

4.   Board Resolution
authorizing the

issuance of the bond (where applicable)

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

6.   Copy of Certificate
of Incorporation
of the Issuer certified by the CAC

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

8.   Reporting Accountants
report

9.   Consent letters of the
parties to the offer

10. Copy of draft Vending
Agreement between the Issuer and the Issuing House

11. Copy of draft
Underwriting and Sub-Underwriting Agreement (where applicable)

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

13.   Letter of No
objection from the relevant regulatory body (where applicable)

14. Copy of draft Trust
Deed

15. Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and Particulars of Directors. This should bear the original stamp of the
CAC.

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

17. Sworn letter of
Declaration of full disclosure by the Issuer

18. List of Claims and
Litigations of the Issuer

19. Other relevant
material agreements and or information.

Part
K, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

9)      

State,
Local Government, FCT, and Government Agencies Bond Restructuring

 

Process
fee of 0.03%

of
outstanding amount

 

2
weeks

Letter

1.     Letter of intent from
the State Government through the Financial Adviser stating the reasons for
the restructuring

2.     Bondholders resolution
duly executed by the Trustees

3.     State
Executive Council’s Resolution authorizing the restructuring

4.     Notice of Bondholders
meeting published in two national dailies

5.     Voting report signed
by the appropriate Scrutineer’s

6.     Addendum to pricing
supplement

7.     The joint trustee
confirmation that the restructuring will prejudice the interest of the
Bondholders

8.     Revised ISPO

9.     Addendum to the
restated trust deed

10.   Evidence of
payment of SEC fees

Part
XV, Investments and Securities Act (ISA) No. 29, 2007

 

Part
K, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

10)    

Corporate
and Supranational Bonds Restructuring

 

Process
fee of 0.03%

of
outstanding amount

 

2
weeks

Letter

1.     Letter of intent
containing terms and conditions of restructuring

2.     Bondholders resolution
duly executed by the Trustees

3.     Board
Resolution authorizing the restructuring

4.     Minutes of Meeting of
Bondholders

5.     Evidence of notice of
Bondholders meeting

6.     Voting report signed
by the appropriate Scrutineer’s

7.     Addendum to pricing
supplement

8.     The joint trustee
confirmation that the restructuring will prejudice the interest of the
Bondholders

9.     Addendum to the
restated trust deed

10.   Evidence of
payment of SEC fees

 

Part
XV, Investments and Securities Act (ISA) No. 29, 2007

 

Part
K, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

11)    

Registration
of Sukuk

Filing
fee _10,000.00

 

Registration fee:

 

First
_500 million (value
of the units to be registered)    0.15%

 

Next
_500 million 0.145%

 

Any
sum thereafter 0.1425%

6 weeks

Letter

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.     Evidence of payment of
registration and filing fees

9.     The resolution by the
General Meeting of the SPV and the Obligor authorizing the issue

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

11.   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.    Copy of Vending
Agreement between the Issuer and the Issuing House

15.   Copy of Underwriting
and Sub-Underwriting Agreement (where applicable)

16.   Copy of draft Trust
Deed

17.    Relevant
agreements where applicable

18.   Certified True Copy
(CTC) of CAC Form(s) showing Statement of Share Capital, Return of Allotment,
and Particulars of Directors. This should bear the original stamp of the
CAC.

Part
K, Securities and Exchange Commission  Rules and Regulations 2013 (as
amended)

 

 

12)    

Shelf Registration

Filing
fee _50,000.00

 

Vetting
fee _200,000.00

 

 

4 weeks

Letter

 

1.       Evidence of payment
of  filing and Registration Fees

2.       Draft Shelf Prospectus

3.       All relevant
documentation requirements for either Equities or Fixed income transaction.

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

13)    

Basis of Allotment

No
fee

5days

Letter

1.      Joint
consent letter from the Issuing Houses and the Issuer

2.      Draft
newspaper announcement

3.      Summary
of Application

4.      Commentary
on Allotment

5.      Range
Analysis of subscribers

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

7.      List
of applicants that applied for 5% and above of the securities on offer

8.      List
of rejected applications

9.      Statement
of issue proceeds account

10.    Evidence
of payment of underwriting commitment(where applicable)

11.    Confirmation
of receipt of issue proceeds by the Issuer

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended)

14)    

Post
Allotment Compliance

No
fee

5days

File
away the transaction

Upon
clearance of allotment proposal, the Issuing House(s)
is
expected
to file a report within twenty-one (21)
days from the date of approval of the allotment.

Part
IX, Investments and Securities Act (ISA) No. 29, 2007

 

Part
F, Securities and Exchange Commission Rules and Regulations 2013 (as amended