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Economy

Regulators, Stakeholders Excited Over Investments and Securities Act 2025

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Investments and Securities Act 2025

By Adedapo Adesanya

In a major boost to capital market regulation in Nigeria, President Bola Tinubu recently assented to the Investments and Securities Bill (ISB) 2025, which repeals the Investments and Securities Act No. 29 of 2007 and enacts the Investments and Securities Act 2025.

This landmark legislation strengthens the legal framework of the Nigerian capital market, enhances investor protection, and introduces critical reforms to promote market integrity, transparency, and sustainable growth.

The news has sent ripples of excitement across the capital market landscape in the country as it will regulate the market to ensure capital formation, protect investors, maintain a fair, efficient, and transparent market, and reduce systemic risks.

The Act reaffirms the authority of the SEC as the apex regulatory authority of the Nigerian Capital Market, as well as to The Act also introduces transformative provisions to further align Nigeria’s market operations with international best practices.

According to the Director General of the SEC, Mr Emomoitimi Agama, said, “The Act enhances the regulatory powers of the SEC in a manner comparable to benchmark global securities regulators.” These enhanced powers and functions ensure full conformity with the requirements of IOSCO’s Enhanced Multilateral Memorandum of Understanding (EMMoU), enabling the SEC retain its “Signatory A” status and enhancing the overall attractiveness of the Nigerian capital market.

He said that other notable provisions of the ISA 2025 include the Classification of Exchanges and the inclusion of provisions on financial market infrastructures. The Act classifies Securities Exchanges into Composite and Non-composite Exchanges – A Composite Exchange is one in which all categories of securities and products can be listed and traded. At the same time, a Non-composite Exchange focuses on a singular type of security or product.

There are also new provisions on Financial Market Infrastructures, such as Central Counterparties, Clearing Houses, and Trade Repositories.

Other highlights of the Act are the Expansion of the definition and Understanding of Securities. The Act explicitly recognises virtual/digital assets and investment contracts as securities and brings Virtual Asset Service Providers (VASPs), Digital Asset Operators (DAOPs) and Digital Asset Exchanges under the SEC’s regulatory purview.

The Act introduces provisions for monitoring, managing, and mitigating systemic risk in the Nigerian capital market.

The Act expands the categories of issuers, as a key step towards the introduction of a wide range of innovative products and offerings as well as the facilitation of “commercial and investment business activities”, subject to the approval of the Commission and other controls stipulated in the Act.”

The SEC head disclosed that the Act contains a new Part which provides for the regulation of Commodities Exchanges and Warehouse Receipts. These provisions are essential to enable the development of the entire commodities ecosystem.

On the Issuance of Securities by Sub-Nationals and their Agencies, salient provisions of the Act addressed existing restrictions in respect of raising of funds from the capital market by Sub-Nationals to allow for greater flexibility in this regard.

He said that The Act introduces the mandatory use of Legal Entity Identifiers (LEIs) by participants in capital market transactions. This stipulation is designed to improve transparency in the conduct of securities transactions. It prohibits Ponzi Schemes and other unlawful investment schemes, while prescribing stringent jail terms and other sanctions for the promoters of such schemes.

In a bid to strengthen the Investments and Securities Tribunal, the Act amends some key provisions in the repealed ISA 2007 pertaining to the Composition of the Tribunal, constitution of the Tribunal, qualification and appointment of the Chief Registrar as well as the jurisdiction of the Tribunal to enhance the ability of the Tribunal to discharge its mandate optimally.

Mr Agama lauded the President’s assent as a transformative step for the capital market, saying that the ISA 2025 reflects a commitment to building a dynamic, inclusive, and resilient capital market.

“By addressing regulatory gaps and introducing forward-looking provisions, the new Act empowers the SEC to foster innovation, protect investors more efficiently and reposition Nigeria as a competitive destination for local and foreign investments. We commend all stakeholders within and outside the capital market community for their unwavering solidarity towards the achievement of this historic milestone and solicit their continued collaboration in respect of the effective implementation of the ISA 2025 for the benefit of our economy.”

“The SEC extends its profound appreciation to the National Assembly for its patriotism and dedication in enacting this new legal framework for the Nigerian capital market. The meticulous deliberations, extensive stakeholder engagements, and bi-partisan support demonstrated throughout the legislative process highlight the National Assembly’s resolve to foster economic growth and enhance investor confidence.

“We also commend the Honourable Minister of Finance and Coordinating Minister of the Economy of Nigeria as well as the Minister of State for Finance for their invaluable contributions to the realisation of this groundbreaking project. Their strategic guidance, policy expertise, and steadfast support have ensured that the ISA 2025 aligns with Nigeria’s broader economic objectives.”

On his part, Mr Oluropo Dada,  the 13th President and Chairman of Council of the Chartered Institute of Stockbrokers (CIS) lauded the move.

“This Act is a testament to our collective commitment to advancing the capital market and securing its future as a catalyst for economic growth and prosperity,” adding that it made sure that the voices of market operators, investors, and financial experts were well represented.

“The enactment of the Investment and Securities Act 2024 underscores the government’s commitment to fostering transparency, efficiency, and stability in the country’s financial markets.” .

“As capital market professionals, we are confident that this Act will deepen market integrity, boost investor confidence, and expand the range of investment opportunities available to Nigerians and global investors alike.

“As we enter this new era of capital market transformation, I urge all stakeholders—regulators, market operators, investors, and policymakers—to continue working collaboratively to ensure the seamless implementation of the Act’s provisions.

“The Chartered Institute of Stockbrokers remains committed to providing the necessary professional expertise, advocacy, and capacity-building initiatives required to maximise the benefits of this law for all market participants,” he noted.

Adedapo Adesanya is a journalist, polymath, and connoisseur of everything art. When he is not writing, he has his nose buried in one of the many books or articles he has bookmarked or simply listening to good music with a bottle of beer or wine. He supports the greatest club in the world, Manchester United F.C.

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Economy

Geo-Fluids Seeks Approval to Raise Share Capital to N25bn

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Geo-Fluids

By Aduragbemi Omiyale

One of the players in the hydrocarbon business in Nigeria, Geo-Fluids Plc, which trades its securities on the NASD OTC Securities Exchange, is planning to restructure its share capital with an increased of about 1,090 per cent.

Next Monday, the company will hold its Annual General Meeting (AGM) and one of the resolutions to be tabled to shareholders by the board is an authorisation for raising the share capital from N2.1 billion to N25.0 billion.

This is to be achieved by creating an additional 45,742,332,488 ordinary shares of 50 kobo each, each ranking pari passu in all respects with the existing ordinary shares of the firm.

Funds from this action would be used to expand the business scope to include hydrocarbons, mining, and natural resource development.

“That the share capital of the company be and is hereby increased from N2,128,833,756 to N25,000,000,000 ordinary shares of 50 kobo each, each ranking pari passu in all respects with the existing ordinary shares of the company,” a part of the resolutions read.

In addition, Geo-Fluids wants approval, “To undertake the business of bitumen production and processing in all its forms, including but not limited to the exploration, prospecting, drilling, extraction, refining, treatment, blending, storage, packaging, distribution, marketing, importation, exportation, shipping, transportation, trading, and general supply of bitumen, its derivatives, by-products, and ancillary materials; and to carry on all other related or incidental undertakings, services, or operations that may be considered advantageous, beneficial, or necessary for the advancement, expansion, or diversification of the bitumen industry.”

Also, it wants the authority of shareholders, “To engage in the acquisition, development, and management of mining assets and concessions for the purpose of exploring, extracting, processing, and producing hydrocarbons, oil and gas, minerals, and other natural resources; and to develop, mine, and process coal, industrial minerals, and other raw materials required for industrial, commercial, energy, or infrastructural purposes, together with all related activities necessary to ensure the effective exploitation, utilisation, and commercialisation of such resources.”

Further, it wants, “To operate and participate in all segments of the oil and gas value chain, including but not limited to the exploration, prospecting, drilling, extraction, refining, processing, storage, blending, supply, marketing, distribution, importation, exportation, transportation, shipping, and trading of crude oil, refined petroleum products, petrochemicals, liquefied natural gas, compressed natural gas, and other related hydrocarbons and derivatives; and to establish, own, operate, or participate in facilities, ventures, or partnerships that advance the energy and petroleum sector.”

At the forthcoming meeting, the organisation wants its name changed from Geo-Fluids Plc to The Geo-Fluids Group Plc.

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Economy

PENGASSAN Kicks Against Full Privatisation of Refineries

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NNPC Port Harcourt refinery petrol

By Adedapo Adesanya

The Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN) has warned against the full privatisation of the country’s government-owned refineries.

Recall that the Nigerian National Petroleum Company (NNPC) is putting in place mechanisms to sell the moribund refineries in Port Harcourt, Warri, and Kaduna.

However, this has met fresh resistance, with the President of PENGASSAN, Mr Festus Osifo, saying selling a 100 per cent stake would mean the government losing total control of the refineries, a situation he warned would be detrimental to Nigeria’s energy security.

Mr Osifo said the union was advocating the sale of about 51 per cent of the government’s stake while retaining 49 per cent, which he described as being more beneficial to Nigerians.

“PENGASSAN, even before the time of Comrade Peter Esele, had been advocating that government should sell its shares. The reason why we don’t want government to sell it 100 per cent to private investors is because of the issue bordering on energy security,” he said on Channels Television, late on Sunday.

“So, what we have advocated is what I have said earlier. If government sells 51 per cent stake in the refinery, what is going to happen? They will lose control, so that is actually selling. But for the benefit of Nigerians, retain 49 per cent of it.“

The PENGASSAN leader maintained that if the government had heeded the union’s advice in the past, the oil industry would be in a better state than it is today.

He addressed  concerns in some quarters over whether investors would be willing to buy stakes in government-owned refineries, insisting that there are investors who would be interested.

“Yes, there are investors who surely will be willing to buy a stake in the refinery because our population in Nigeria is quite huge, and those refineries, when well maintained without political pressures and political interference, will work,” he said.

However, Mr Osifo warned that even if the government decides to sell a 51 per cent stake, it must ensure that a complete valuation is carried out to avoid selling the refineries cheaply.

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Economy

SEC Gives Capital Market Operators Deadline to Renew Registration

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Capital Market Institute

By Aduragbemi Omiyale

Capital market operators have been given a deadline by the Securities and Exchange Commission (SEC) for the renewal of their registration.

A statement from the regulator said CMOs have till Saturday, January 31, 2026, to renew their registration, and to make the process seamless, an electronic receipt and processing of applications would commence in the first quarter of 2026.

“These initiatives reflect our commitment to leveraging technology for faster, more transparent, and efficient regulatory processes.

“The commission is taking deliberate steps to make regulatory processes faster, more transparent, and technology-driven. We are investing in automation, database-supervision, and secure infrastructure to improve how we interact with the market,” the Director General of SEC, Mr Emomotimi Agama, was quoted as saying in the statement during an interview in Abuja over the weekend.

He noted that through the digital transformation portal, the organisation has automated registration and licensing end-to-end as operators can now submit applications, upload documents, and track approvals online, cutting down manual processing time and reducing the need for physical visits.

According to him, the agency has also rolled out the Commercial Paper issuance module, which allows operators to file documents, monitor progress, and receive approvals electronically while feedback from early users shows a clear improvement in turnaround time.

“Work is ongoing to automate quarterly and annual returns submissions, with structured templates and system checks to ensure accuracy. A returns analytics dashboard is also in development to support risk based supervision and exception reporting.

“To back these changes, we have started upgrading our IT infrastructure, servers, storage, networks, and security layers, to boost speed and reliability.

“Selective cloud migration is underway for platforms that need scalability and external access, while core internal systems remain on premisev5p for now as we assess security and cost implications.

“At the same time, we are strengthening data integrity and cybersecurity with vulnerability assessments and planned penetration testing once automation and migration phases are stable.

“These efforts show our commitment to building a modern, resilient regulatory environment that supports efficiency, investor confidence, and market stability,” he stated.

Mr Agama affirmed that the nation’s capital market was clearly on a path toward digital transformation adding that there is an urgent need for regulatory clarity on advanced technologies, targeted support for smaller firms, and capacity-building initiatives.

“A phased and proportionate approach to regulating emerging technologies such as AI is essential, complemented by internal readiness through supervisory technology tools.

“Furthermore, investor education, particularly among younger demographics, will be critical to future-proof participation and drive fintech adoption.

“Innovation is vital, but it must be accompanied by responsibility. As operators embrace automation, artificial intelligence, and data-driven tools, they bear a duty to ensure ethical, secure, and compliant deployment. Safeguarding investor data, preventing market abuse, and maintaining operational resilience are non-negotiable,” he declared.

The SEC DG said that ultimately, responsible technology adoption is about building trust, the cornerstone of our markets saying that trust thrives on fairness, transparency, accountability, and regulatory compliance.

He, therefore, urged operators to uphold these principles adding that it will not only protect investors and systemic stability but also strengthen the long-term credibility and competitiveness of the Nigerian capital market.

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