The Securities and Exchange Commission (SEC) has announced new rules on issuance and allotment of private companies’ securities
The rules say that any person who issues or allots securities without prior approval or anyone who violates any provision of its regulations will be liable to a penalty of not less than N10 million in the first instance and a further sum of N100,000 for every day of the continuation of the violation.
According to a press statement made available to Naijaonpoint on Thursday, the recommended fine is contained in the proposed new rules on the issuance and allotment of private companies and securities prepared by SEC.
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.
It also applies to registered exchanges and platforms which admit debt securities issued by private companies for trading, price discovery or information repository purposes, as well as registered capital market operators who are parties in the issuances and allotment of debt securities of private companies.
The Commission, which set out stringent punishment for those who violate the regulation, stated:
The Commission in the document stated that a private company may list its securities on a registered securities exchange, noting 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 the Companies and Allied Matters Act (CAMA), or other enabling laws with at least three years of 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; a summary of applications received; a list of allottees of 50,000 units of securities or more; a list of all allottees acquiring 5 per cent or more of the securities on offer; list of all applications received including a list of those rejected and the basis for rejection, among others.
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 an 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.”
It stated that all comments and input should be forwarded to the Secretariat, Rules Committee via [email protected] or through the DG SEC not later than two weeks from the date of the publication on the website.