New SEC Rule Directs Mutual Funds To Register All Units

By Obianuju Uzukwu

The Securities and Exchange Commission (SEC) 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 published on the Commission’s website, also states that all units/securities subject to registration by the Commission may be offered through either of an offer for subscription; or sale; while units/securities may be registered by way of a shelf registration.

The statement defines Shelf Registration as 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 N5bn, 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.”

Also, a shelf prospectus shall be subject to renewal every three years from the date of its issue, and “shall comply with the general form and contents of a prospectus as set out in these Rules and Regulations; state that the Shelf Prospectus has been registered by the Commission; 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 new 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 commission, 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: 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. It must also indicate where there has been a significant change affecting a matter disclosed in the Shelf Prospectus; as well as where the Shelf Prospectus contains a statement or information that is false or misleading. Also required is information about 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.