SEC Releases New Rules on Collective Investment Schemes

The Securities and Exchange Commission has released general rules for Collective Investment Schemes prescribing that all units/securities of a collective investment scheme must be registered by the Commission.

The Rule which is on the Commission’s website, also stated that all units/securities subject to registration by the Commission may be offered through three methods.

They are offer for subscription; offer for sale; and Units/securities of a collective investment scheme which would 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 must be applicable and they include the value of the shelf programme which would not be less than N5bn.

The rule also stipulated that the shelf registration prospectus should contain a statement that no unit will be allotted or issued on the basis of the Shelf Prospectus.

It added that 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, must 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.

The SEC rule also stated that a supplementary shelf prospectus must 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 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 Rule stated that 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.