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NASD OTC Exchange Unveils Guidelines for Rights Issue

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NASD OTC market

By Adedapo Adesanya

The management of NASD Over-the-Counter (OTC) Securities Exchange has published a draft document contain rules for admission of right issues by companies trading their securities on its platform.

In a notice released on Thursday, the regulator said firms on its platform intending to raise fresh capital via rights issue must adhere to the guidelines, including receiving approvals from the necessary organs, shareholders inclusive.

Business Post reports that rights issue allows existing shareholders to purchase additional shares in proportion to their existing holdings, which will help raise supplementary capital for the company.

In the circular analysed by Business Post, NASD said any company seeking to conduct rights issue must be registered with the Corporate Affairs Commission (CAC) as a public liability company and also have its securities registered with the Securities Exchange Commission (SEC) and admitted on NASD trading platform.

It further said the process of admission of a rights issue shall be sponsored by a participating institution and the subscription offer shall remain open for a maximum period of 28 working days.

Furthermore, the issuing firm must present an application letter as well as a letter of Indemnity,which must be duly executed by authorized representatives of the company and notarized in favor of NASD PLC followed by a General Undertaking to abide by the Rules and Regulations of the NASD Securities Exchange.

The company is also required to complete the NASD Form 3 which can be accessed via: https://nasdng.com/wpcontent/uploads/2018/11/NASD_Form_3_Admission_to_trade_a_new_security_v4.pdf

Also, the SEC must give approval for the company’s proposed rights issue and shareholders must give consent to the approval of rights issue, with a notice of the general meeting approving the proposed exercise as published in two national dailies attached to the application.

Among other documents required are the audited financial statements of the preceding full year alongside the unaudited or interim financial statements for the current fiscal year in which the application was brought.

The issuer was also asked to get consent letters duly executed by each Director, Company Secretary and Professional Advisers to the issue and notarized with a copy of the rights poster to be circulated to the public upon SEC’s final approval.

NASD stated in the draft that for the application procedure and trading notification, it would review and advise the participating institution on its compliance status and give its conditional approval to the proposed rights issue which will be then be subjected to a final approval by he SEC and holding of the signing ceremony.

The participating institutions are required to forward to NASD the final approval of SEC for the Rights Issue and other outstanding documents which it may request not later than 48 hours after the signing ceremony.

The NASD said that it would then notify the participating institution in writing within 48 hours of its decision following receipt of the aforementioned documents and then notify the OTC Market of the open and close date of the rights issue.

NASD said companies intending to do a rights issue would be required to submit all the necessary documents in electronic and hard copy formats.

Concluding, the agency said, “The above requirements are not exhaustive and NASD reserves the right to request additional information.”

CLICK THIS LINK TO VIEW THE NASD DRAFT RULES FOR ADMISSION OF RIGHTS ISSUES

 

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

UK Backs Nigeria With Two Flagship Economic Reform Programmes

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UK Nigeria

By Adedapo Adesanya

The United Kingdom via the British High Commission in Abuja has launched two flagship economic reform programmes – the Nigeria Economic Stability & Transformation (NEST) programme and the Nigeria Public Finance Facility (NPFF) -as part of efforts to support Nigeria’s economic reform and growth agenda.

Backed by a £12.4 million UK investment, NEST and NPFF sit at the centre of the UK-Nigeria mutual growth partnership and support Nigeria’s efforts to strengthen macroeconomic stability, improve fiscal resilience, and create a more competitive environment for investment and private-sector growth.

Speaking at the launch, Cynthia Rowe, Head of Development Cooperation at the British High Commission in Abuja, said, “These two programmes sit at the heart of our economic development cooperation with Nigeria. They reflect a shared commitment to strengthening the fundamentals that matter most for our stability, confidence, and long-term growth.”

The launch followed the inaugural meeting of the Joint UK-Nigeria Steering Committee, which endorsed the approach of both programmes and confirmed strong alignment between the UK and Nigeria on priority areas for delivery.

Representing the Government of Nigeria, Special Adviser to the President of Nigeria on Finance and the Economy, Mrs Sanyade Okoli, welcomed the collaboration, touting it as crucial to current, critical reforms.

“We welcome the United Kingdom’s support through these new programmes as a strong demonstration of our shared commitment to Nigeria’s economic stability and long-term prosperity. At a time when we are implementing critical reforms to strengthen fiscal resilience, improve macroeconomic stability, and unlock inclusive growth, this partnership will provide valuable technical support. Together, we are laying the foundation for a more resilient economy that delivers sustainable development and improved livelihoods for all Nigerians.”

On his part, Mr Jonny Baxter, British Deputy High Commissioner in Lagos, highlighted the significance of the programmes within the wider UK-Nigeria mutual growth partnership.

“NEST and NPFF are central to our shared approach to strengthening the foundations that underpin long-term economic prosperity. They sit firmly within the UK-Nigeria mutual growth partnership.”

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Economy

MTN Nigeria, SMEDAN to Boost SME Digital Growth

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MTN Nigeria SMEDAN

By Aduragbemi Omiyale

A strategic partnership aimed at accelerating the growth, digital capacity, and sustainability of Nigeria’s 40 million Micro, Small and Medium Enterprises (MSMEs) has been signed by MTN Nigeria and the Small and Medium Enterprises Development Agency of Nigeria (SMEDAN).

The collaboration will feature joint initiatives focused on digital inclusion, financial access, capacity building, and providing verified information for MSMEs.

With millions of small businesses depending on accurate guidance and easy-to-access support, MTN and SMEDAN say their shared platform will address gaps in communication, misinformation, and access to opportunities.

At the formal signing of the Memorandum of Understanding (MoU) on Thursday, November 27, 2025, in Lagos, the stage was set for the immediate roll-out of tools, content, and resources that will support MSMEs nationwide.

The chief operating officer of MTN Nigeria, Mr Ayham Moussa, reiterated the company’s commitment to supporting Nigeria’s economic development, stating that MSMEs are the lifeline of Nigeria’s economy.

“SMEs are the backbone of the economy and the backbone of employment in Nigeria. We are delighted to power SMEDAN’s platform and provide tools that help MSMEs reach customers, obtain funding, and access wider markets. This collaboration serves both our business and social development objectives,” he stated.

Also, the Chief Enterprise Business Officer of MTN Nigeria, Ms Lynda Saint-Nwafor, described the MoU as a tool to “meet SMEs at the point of their needs,” noting that nano, micro, small, and medium businesses each require different resources to scale.

“Some SMEs need guidance, some need resources; others need opportunities or workforce support. This platform allows them to access whatever they need. We are committed to identifying opportunities across financial inclusion, digital inclusion, and capacity building that help SMEs to scale,” she noted.

Also commenting, the Director General of SMEDAN, Mr Charles Odii, emphasised the significance of the collaboration, noting that the agency cannot meet its mandate without leveraging technology and private-sector expertise.

“We have approximately 40 million MSMEs in Nigeria, and only about 400 SMEDAN staff. We cannot fulfil our mandate without technology, data, and strong partners.

“MTN already has the infrastructure and tools to support MSMEs from payments to identity, hosting, learning, and more. With this partnership, we are confident we can achieve in a short time what would have taken years,” he disclosed.

Mr Odii highlighted that the SMEDAN-MTN collaboration would support businesses across their growth needs, guided by their four-point GROW model – Guidance, Resources, Opportunities, and Workforce Development.

He added that SMEDAN has already created over 100,000 jobs within its two-year administration and expects the partnership to significantly boost job creation, business expansion, and nationwide enterprise modernisation.

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Economy

NGX Seeks Suspension of New Capital Gains Tax

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capital gains tax

By Adedapo Adesanya

The Nigerian Exchange (NGX) Limited is seeking review of the controversial Capital Gains Tax increase, fearing it will chase away foreign investors from the country’s capital market.

Nigeria’s new tax regime, which takes effect from January 1, 2026, represents one of the most significant changes to Nigeria’s tax system in recent years.

Under the new rules, the flat 10 per cent Capital Gains Tax rate has been replaced by progressive income tax rates ranging from zero to 30 per cent, depending on an investor’s overall income or profit level while large corporate investors will see the top rate reduced to 25 per cent as part of a wider corporate tax reform.

The chief executive of NGX, Mr Jude Chiemeka, said in a Bloomberg interview in Kigali, Rwanda that there should be a “removal of the capital gains tax completely, or perhaps deferring it for five years.”

According to him, Nigeria, having a higher Capital Gains Tax, will make investors redirect asset allocation to frontier markets and “countries that have less tax.”

“From a capital flow perspective, we should be concerned because all these international portfolio managers that invest across frontier markets will certainly go to where the cost of investing is not so burdensome,” the CEO said, as per Bloomberg. “That is really the angle one will look at it from.”

Meanwhile, the policy has been defended by the chairman of the Presidential Fiscal Policy and Tax Reforms Committee, Mr Taiwo Oyedele, who noted that the new tax will make investing in the capital market more attractive by reducing risks, promoting fairness, and simplifying compliance.

He noted that the framework allows investors to deduct legitimate costs such as brokerage fees, regulatory charges, realised capital losses, margin interest, and foreign exchange losses directly tied to investments, thereby ensuring that they are not taxed when operating at a loss.

Mr Oyedele  also said the reforms introduced a more inclusive approach to taxation by exempting several categories of investors and transactions.

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