SEC sets new rule for collective investment schemes

The Securities and Exchange Commission, SEC, has directed that all units/securities of a collective investment scheme shall be registered by the commission

The new directive is part of general rule for Collective Investment Schemes, CIS, released by the commission this week. The rule 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.

SEC explained that 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”.

The commission explained further that 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.

The SEC 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 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, the rule stated.

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”.