NASD OTC Exchange Unveils Guidelines for Rights Issue
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.”