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Wednesday, February 03, 2021 / 8:53 PM / SEC / Header Image
Credit: 123rf
The Securities and
Exchange Commission has released general rules for Collective Investment
Schemes prescribing that all units/securities of a collective investment scheme
shall be registered by the Commission.
The Rule which is on
the Commission's website, also states that all units/securities subject to
registration by the Commission may be offered through the following methods:
(a) offer for subscription; (b) offer for sale; (3) Units/securities of a
collective investment scheme may be registered by way of a shelf registration.
Shelf Registration is
a filing undertaken by issuers intending to access the market in the near
future. It permits issuers to disclose certain information in a core disclosure
document that is updated on a regular basis.
According to the
Commission, in the case of Shelf Registration, some provisions shall be
applicable and they include: the value
of the shelf programme shall not be less than N5 billion, An issuer may issue,
offer or purchase, or make an invitation to subscribe for or purchase units
under a shelf registration where at the time of the issue, offer or invitation,
there is in force a shelf prospectus as updated by a supplementary shelf
prospectus, both of which have been registered by the Commission.
Other provisions are
that a shelf prospectus shall be subject to renewal every three years from the
date of its issue; A shelf prospectus shall- (i) comply with the general form
and contents of a prospectus as set out in these Rules and Regulations; (ii)
state that the Shelf Prospectus has been registered by the Commission; (iii)
state that the registration of the Shelf Prospectus and Supplementary Shelf
Prospectus shall not be taken to be that the Commission endorses or recommends
the securities or assumes responsibility for the correctness of any statements
made or opinions or reports expressed therein;
The rule also
stipulates that the shelf registration prospectus should contain a statement
that no units will be allotted or issued on the basis of the Shelf Prospectus
read together with any Supplementary Shelf Prospectus later than three years
after the date of the issue of the Shelf Prospectus; if it contains any
statement made by an expert or contains what purports to be a copy of or an
extract from a report, memorandum or valuation of an expert, state the date on
which the statement, report, memorandum or valuation was made and whether or
not it was prepared by the expert for incorporation in the Shelf Prospectus; as
well as set out such other information as may be specified by the
Commission.
The SEC rule also
states that a supplementary shelf prospectus shall state such information as
may be specified in these Rules and Regulations on contents of prospectus;
state the offer period which should not be longer than twenty-eight (28)
working days from the date of the issue of the Supplementary Prospectus or such
longer period as may be allowed by the Commission.
The prospectus is also
expected to disclose information such as: I. where a matter has arisen and
information in respect of that matter would have been required by the Act,
these Rules and Regulations or any listing requirements of a recognized
securities exchange, to be disclosed in a prospectus if the matter had arisen
at the time the Shelf Prospectus was prepared; II. where there has been a
significant change affecting a matter disclosed in the Shelf Prospectus; III.
where the Shelf Prospectus contains a statement or information that is false or
misleading; IV. where the Shelf Prospectus contains a statement or information
from which there is a material omission;
The supplementary
shelf prospectus is also to contain information that the Prospectus has been
registered by the Commission and that a copy has been lodged with the
Securities Exchange where the units/securities are listed.
All shelf documents
are expected to be made accessible to the public at the office/on the website
of the Fund Manager/Promoter while the Fund Manager/Promoter of a shelf
prospectus shall pay a filing fee of N50,000 and a vetting fee of N200,000 at
the time of placement of documents on the shelf and the appropriate fees for
registration of units/securities as provided in these Rules and Regulations at
the time of the issuance of the units/securities.
In the case of a
renewal, the Fund Manager/Promoter of a shelf prospectus shall pay a filing fee
of N50,000 and a vetting fee of N200,000.
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