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.
