SEC Sets Fresh Rules On Collective Investment Schemes

The Securities and Exchange Commission (SEC) has released rules for collective investment schemes (CIS) prescribing that units of a collective investment scheme shall be registered by the Commission.

According to the new rules, units subject to registration by the Commission may be offered through offer for subscription, offer for sale and 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

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.

A shelf prospectus shall be subject to renewal every three years from the date of its issue. A shelf prospectus shall comply with the general form and contents of a prospectus as set out in the relevant rules and regulations while it must also state that the shelf prospectus has been registered by the Commission.

Also, 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.

According to the rules, 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 28 working days from the date of the issue of the supplementary prospectus or such longer period as may be allowed by the Commission.

All shelf documents are expected to be made accessible to the public at the office and on the website of the fund manager or promoter while the fund manager or 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 as provided in the rules and regulations at the time of the issuance of the units.

In the case of a renewal, the fund manager or promoter of a shelf prospectus shall pay a filing fee of N50,000 and a vetting fee of N200,000.