Economy
SEC Publishes Rules for Exposure

By Dipo Olowookere
- New Rule
Asset Manager Code of Professional Conduct
1.1 General Principles of Conduct
Managers have the following responsibilities to their clients.
Managers must:
- Act in a professional and ethical manner at all times.
- Act for the benefit of clients.
- Act with independence and objectivity.
- Act with skill, competence, and diligence.
- Communicate with clients in a timely and accurate manner.
- Uphold the applicable rules governing capital markets.
1.2 Code of Professional Conduct
1.2.1 Obligation to clients
Managers must:
- Place client interests before their own.
- Preserve the confidentiality of information communicated by clients within the scope of the Manager–client relationship.
- Refuse to participate in any business relationship or accept any gift that could reasonably be expected to affect their independence, objectivity, or loyalty to clients.
1.2.2 Investment Process and Actions
Managers must:
- Use reasonable care and prudent judgment when managing client assets.
- Not engage in practices designed to distort prices or artificially inflate trading volume with the intent to mislead market participants.
- Deal fairly and objectively with all clients when providing investment information, making investment recommendations, or taking investment action.
- Have a reasonable and adequate basis for investment decisions.
- When managing a portfolio or pooled fund according to a specific mandate, strategy, or style:
- Take only investment actions that are consistent with the stated objectives and constraints of that portfolio or fund.
- Provide adequate disclosures and information so investors can consider whether any proposed changes in the investment style or strategy meet their investment needs.
- When managing separate accounts and before providing investment advice or taking investment action on behalf of the client:
- Evaluate and understand the client’s investment objectives, tolerance for risk, time horizon, liquidity needs, financial constraints, any unique circumstances (including tax considerations, legal or regulatory constraints, etc.) and any other relevant information that would affect investment policy.
- Determine that an investment is suitable to a client’s financial situation.
1.2.3 Trading
Managers must:
- Not act or cause others to act on material non-public information that could affect the value of a publicly traded investment.
- Give priority to investments made on behalf of the client over those that benefit the Managers’ own interests.
- Use commissions generated from client trades to pay for only investment-related products or services that directly assist the Manager in its investment decision making process, and not in the management of the firm.
- Maximize client portfolio value by seeking best execution for all client transactions.
- Establish policies to ensure fair and equitable trade allocation among client accounts.
1.2.4 Risk Management, Compliance and Support
Managers must:
- Develop and maintain policies and procedures to ensure that their activities comply with the provisions of this Code and all applicable legal and regulatory requirements.
- Appoint a compliance officer responsible for administering the policies and procedures and for investigating complaints regarding the conduct of the Manager or its personnel.
- Ensure that portfolio information provided to clients by the Manager is accurate and complete and arrange for independent third-party confirmation or review of such information.
- Maintain records for an appropriate period of time in an easily accessible format.
- Employ qualified staff and sufficient human and technological resources to thoroughly investigate, analyze, implement, and monitor investment decisions and actions.
- Establish a business-continuity plan to address disaster recovery or periodic disruptions of the financial markets.
- Establish a firm-wide risk management process that identifies, measures, and manages the risk position of the Manager and its investments, including the sources, nature, and degree of risk exposure.
1.2.5 Performance and Valuation
Managers must:
- Present performance information that is fair, accurate, relevant, timely, and complete. Managers must not misrepresent the performance of individual portfolios or of their firm.
- Use fair-market prices to value client holdings and apply, in good faith, methods to determine the fair value of any securities for which no independent, third-party market quotation is readily available.
1.2.6 Disclosures
Managers must:
- Communicate with clients on an ongoing and timely basis.
- Ensure that disclosures are truthful, accurate, complete, and understandable and are presented in a format that communicates the information effectively.
- Include any material facts when making disclosures or providing information to clients regarding themselves, their personnel, investments, or the investment process.
- Disclose the following:
- Conflicts of interests generated by any relationships with brokers or other entities, other client accounts, fee structures, or other matters.
- Regulatory or disciplinary action taken against the Manager or its personnel related to professional conduct.
- The investment process, including information regarding lock-up periods, strategies, risk factors, and use of derivatives and leverage.
- Management fees and other investment costs charged to investors, including what costs are included in the fees and the methodologies for determining fees and costs.
- The amount of any soft or bundled commissions, the goods and/or services received in return, and how those goods and/or services benefit the client.
- The performance of clients’ investments on a regular and timely basis.
- Valuation methods used to make investment decisions and value client holdings.
- Shareholder/unit holder voting policies.
- Trade allocation policies.
- Results of the review or audit of the fund or account.
- Significant personnel or organizational changes that have occurred at the Manager.
- Risk management processes.
2.0 Sundry Amendments
2.1 Amendment to Rule on Trading In Unlisted Securities – Inclusion of Debt Securities
- Existing Rule (a)
All Securities of unlisted public companies shall be bought, sold or transferred only by means of a system approved by the Commission and under such terms and conditions as the Commission may prescribe from time to time.
A slight amendment replacing the words “unlisted public” with “public unlisted” is being proposed. The new Rule will read as follows:
(a) All securities of public unlisted companies shall be bought, sold or transferred only by means of a system approved by the Commission and under such terms as the Commission may prescribe from time to time.
- New Rule (b) to provide as follows:
(b) All debt securities issued in Nigeria, i.e. issued by the Federal Government of Nigeria (“FGN”), Subnationals (State and Local Government), Supranational and Corporate entities, shall be bought, sold or transferred in the secondary market only through a SEC registered trading facility or Securities Exchange.
- A new Rule (c) to include regulation of trading in foreign currency securities of Nigerian entities listed in other jurisdictions is proposed as follows:
(c) All exchange of debt securities traded (including foreign currency securities of Nigerian entities listed in other jurisdictions e.g. Eurodollar bonds) in the Nigerian capital market shall be executed on or reported to a SEC-registered Securities Exchange or trading facility.
- Existing Rule (b) which provides that:
No person shall buy, sell or otherwise transfer securities of an unlisted public company except through the platform of a registered securities exchange established for the purpose of facilitating over-the-counter trading of securities.
To be slightly amended and renumbered as Rule (d) to compel trading of securities of public companies on SEC-registered platforms only, is proposed as follows:
(d) No person shall buy, sell or otherwise transfer securities of a public unlisted company or government agency except through the platform of a SEC-registered securities exchange or trading facility established for the purpose of facilitating over-the-counter trading of securities.
- Existing Rule (c) which provides that:
Any unlisted public company, director, company secretary, registrar, broker/dealer or such other persons who facilitates the buying, selling or transfers of the securities of an unlisted public company otherwise than through the platform of a registered securities exchange, shall be liable to a penalty of not less than N100, 000 in the first instance and not more than N5, 000 for every day the infraction continues.
The existing Rule (c) as outlined above to be slightly amended and renumbered as Rule (e) to read as follows:
- Any public unlisted company, director, company secretary, registrar, broker/dealer or such other persons who facilitate the buying, selling or transfer of the securities of a public unlisted company or government agency otherwise than through the platform of a SEC-registered securities exchange or trading facility shall be liable to a penalty of not less than N100,000 in the first instance and not more than N5,000 for every day of default.
2.2 Review of Capital Requirement for Sub-Brokers
- Existing Rule 67(1)(j) which provides that Corporate Sub-Broker (to show) evidence of minimum paid-up capital of N1million.
Amendment of Rule 67(1)(j) to provide that Corporate Sub-Broker (to show) evidence of minimum paid-up capital of N10million.
- Existing Schedule I, Part B(5) which reflects N5million as minimum paid up capital requirement for Corporate Sub-Brokers
Amendment of Schedule I, Part B(5) to reflect N10million as minimum paid up capital requirement for Corporate Sub-Brokers
- Existing Rule 67(2)(a)(ii) which provides that Individual Sub-Broker (to show) evidence of minimum net worth of N500,000.00
Amendment of Rule 67(2)(a)(ii) to provide that Individual Sub-Broker (to show) evidence of minimum net worth of N1million.
- Existing Schedule I, Part B(6) which reflects N500,000.00 as minimum net worth requirement for Individual Sub-Brokers.
Amendment of Schedule I Part B(6) to reflect N1million as minimum net worth requirement for Individual Sub-Brokers.
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Adedeji Urges Nigeria to Add More Products to Export Basket
By Adedapo Adesanya
The chairman of the Nigeria Revenue Service (NRS), Mr Zacch Adedeji, has urged the country to broaden its export basket beyond raw materials by embracing ideas, innovation and the production of more value-added and complex products
Mr Adedeji said this during the maiden distinguished personality lecture of the Faculty of Administration, Obafemi Awolowo University (OAU), Ile-Ife, Osun State, on Thursday.
The NRS chairman, in the lecture entitled From Potential to Prosperity: Export-led Economy, revealed that Nigeria experienced stagnation in its export drive over three decades, from 1998 to 2023, and added only six new products to its export basket during that period.
He stressed the need to rethink growth through the lens of complexity by not just producing more of the same stuff, lamenting that Nigeria possesses a high-tech oil sector and a low-productivity informal sector, as well as lacking “the vibrant, labour-absorbing industrial base that serves as a bridge to higher complexity,” he said in a statement by his special adviser on Media, Dare Adekanmbi.
Mr Adedeji urged Nigeria to learn from the world by comparative studies of success and failure, such as Vietnam, Bangladesh, Indonesia, South Africa, and Brazil.
“We are not just looking at numbers in a vacuum; we are looking at the strategic choices made by nations like Vietnam, Indonesia, Bangladesh, Brazil, and South Africa over the same twenty-five-year period. While there are many ways to underperform, the path to success is remarkably consistent: it is defined by a clear strategy to build economic complexity.
“When we put these stories together, the divergence is clear. Vietnam used global trade to build a resilient, complex economy, while the others remained dependent on natural resources or a single low-tech niche.
“There are three big lessons here for us in Nigeria as we think about our roadmap. First, avoiding the resource curse is necessary, but it is not enough. You need a proactive strategy to build productive capabilities,” he stated, adding that for Nigeria, which is at an even earlier stage of development and even less diversified than these nations, the warning is stark.
“Relying solely on our natural endowments isn’t just a path to stagnation; it’s a path to regression. The global economy increasingly rewards knowledge and complexity, not just what you can dig out of the ground. If we want to move from potential to prosperity, we must stop being just a source of raw materials and start being a source of ideas, innovation, and complex products,” the taxman stated.
He added that President Bola Tinubu has already begun the difficult work of rebuilding the economy, building collective knowledge to innovate, produce, and build a resilient economy.
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Nigeria Inaugurates Strategy to Tap into $7.7trn Global Halal Market
By Adedapo Adesanya
President Bola Tinubu on Thursday inaugurated Nigeria’s National Halal Economy Strategy to tap into the $7.7 trillion global halal market and diversify its economy.
President Tinubu, while inaugurating the strategy, called for disciplined, inclusive, and measurable action for the strategy to deliver jobs and shared prosperity across the country.
Represented by Vice-President Kashim Shettima, he described the unveiling of the strategy as a signal of Nigeria’s readiness to join the world in grabbing a huge chunk of the global halal economy already embraced by leading nations.
“As well as to clearly define the nation’s direction within the market, is expected to add an estimated $1.5 billion to the nation’s Gross Domestic Product (GDP) by 2027. It is with this sense of responsibility that I formally unveil the Nigeria National Halal Economy Strategy.
“This document is a declaration of our promise to meet global standards with Nigerian capacity and to convert opportunity into lasting economic value. What follows must be action that is disciplined, inclusive, and measurable, so that this Strategy delivers jobs, exports, and shared prosperity across our nation.
“It is going to be chaired by the supremely competent Minister of Industry, Trade and Investment.”
The president explained that the halal-compliant food exports, developing pharmaceutical and cosmetic value chains would position Nigeria as a halal-friendly tourism destination, and mobilising ethical finance at scale,” by 2030.
“The cumulative efforts “are projected to unlock over twelve billion dollars in economic value.
“While strengthening food security, deepening industrial capacity, and creating opportunities for small-and-medium-sized enterprises across our states,” he added.
Allaying concerns by those linking the halal with religious affiliation, President Tinubu pointed out that the global halal economy had since outgrown parochial interpretations.
“It is no longer defined solely by faith, but by trust, through systems that emphasise quality, traceability, safety, and ethical production. These principles resonate far beyond any single community.
“They speak to consumers, investors, and trading partners who increasingly demand certainty in how goods are produced, financed, and delivered. It is within this broader understanding that Nigeria now positions itself.”
Tinubu said many advanced Western economies had since “recognised the commercial and ethical appeal of the halal economy and have integrated it into their export and quality-assurance systems.”
President Tinubu listed developed countries, including the United Kingdom, France, Germany, the Netherlands, the United States, Canada, Australia, and New Zealand.
“They are currently among the “leading producers, certifiers, and exporters of halal food, pharmaceuticals, cosmetics, and financial products.”
He stated that what these developed nations had experienced is a confirmation of a simple truth, that “the halal economy is a global market framework rooted in standards, safety, and consumer trust, not geography or belief.”
The president explained that the Nigeria national halal economy strategy is the result of careful study and sober reflection.
He added that it was inspired by the commitment of his administration of “to diversify exports, attract foreign direct investment, and create sustainable jobs across the federation.
“It is also the product of deliberate partnership, developed with the Halal Products Development Company, a subsidiary of the Saudi Public Investment Fund.
“And Dar Al Halal Group Nigeria, with technical backing from institutions such as the Islamic Development Bank and the Arab Bank for Economic Development in Africa.”
The Minister of Industry, Trade and Investment, Mrs Jumoke Oduwole, said the inauguration of the strategy was a public-private collaboration that has involved extensive interaction with stakeholders.
Mrs Oduwole, who is the Chairperson, National Halal Strategy Committee, said that the private sector led the charge in ensuring that it is a whole-of-government and whole-of-country intervention.
The minister stressed that what the Halal strategy had done for Nigeria “is to position us among countries that export Halal-certified goods across the world.
The minister said, “We are going to leverage the African Continental Free Trade Area (AfCFTA) to ensure that we export our Halal-friendly goods to the rest of Africa and beyond to any willing markets; participation is voluntary. “
She assured that as the Chairperson, her ministry would deliver on the objectives of the strategy for the prosperity of the nation.
The Chairman of Dar Al-Halal Group Nigeria L.td, Mr Muhammadu Dikko-Ladan, explained that the Halal Product Development Company collaborated with the group in developing the strategy.
“In addition to the strategy, an export programme is underway involving the Ministry of Trade and Investment, through which Nigerian companies can be onboarded into the Saudi Arabian market and beyond.£
Mr Dikko-Ladan described the Strategy as a landmark opportunity for Nigeria, as it creates market access and attracts foreign direct investment.
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By Adedapo Adesanya
GuarantCo, part of the Private Infrastructure Development Group (PIDG), has provided a 100 per cent guarantee to support a $75 million debt facility for Robust International Pte Ltd (Robust) to construct a new cashew nut processing plant in Ogun State, Nigeria.
GuarantCo, under the PIDG is funded by the United Kingdom, the Netherlands, Switzerland, Australia, Sweden and Canada, mobilises private sector local currency investment for infrastructure projects and supports the development of financial markets in lower-income countries across Africa and Asia.
Nigeria is one of Africa’s largest cashew producers of 300,000 tonnes of raw cashew nuts annually, yet currently less than 10 per cent are processed domestically. Most raw nuts are exported unprocessed to Asian and other countries, forfeiting up to 80 per cent of their potential export value and adding exposure to foreign exchange fluctuations.
According to GuarantCo, this additional plant will more than double Robust’s existing cashew processing capacity from 100 metric tonnes per day to 220 metric tonnes per day to help reduce this structural gap.
The new plant will be of extensive benefit to the local economy, with the procurement of cashew nuts from around 10,000 primarily low-income smallholder farmers.
There is an expected increase in export revenue of up to $335 million and procurement from the local supply chain over the lifetime of the guarantee.
Furthermore, the new plant will incorporate functionality to convert waste by-products into value-added biomass and biofuel inputs to enhance the environmental impact of the transaction.
It is anticipated that up to 900 jobs will be created, with as many as 78 per cent to be held by women. Robust also has a target to gradually increase the share of procurement from women farmers, from 15 per cent to 25 per cent by 2028, as it reaches new regions in Nigeria and extends its ongoing gender-responsive outreach programme for farmers.
Terms of the deal showed that the debt facility was provided by a Symbiotics-arranged bond platform, which in turn issued notes with the benefit of the GuarantCo guarantee. These notes have been subscribed to in full by M&G Investments. The transaction was executed in record time due to the successful replication of two recent transactions in Côte d’Ivoire and Senegal, again in collaboration with M&G Investments and Symbiotics.
Speaking on the development, the British Deputy High Commissioner, Mr Jonny Baxter, said: “The UK is proud to support innovative financing that mobilises private capital into Nigeria’s productive economy through UK-backed institutions such as PIDG. By backing investment into local processing and value addition, this transaction supports jobs, exports and more resilient agricultural supply chains. Complementing this, through the UK-Nigeria Enhanced Trade and Investment Partnerships and the Developing Countries Trading Scheme, the UK is supporting Nigerian businesses to scale exports to the UK and beyond, demonstrating how UK-backed partnerships help firms grow and compete internationally.”
Mr Dave Chalila, Head of Africa and Middle East Investments at GuarantCo, said: “This transaction marks GuarantCo’s third collaboration with M&G Investments and Symbiotics, emphasising our efforts to bring replicability to everything we do so that we accelerate socio-economic development where it matters most. The transaction is consistent with PIDG’s mandate to mobilise private capital into high-impact, underfinanced sectors. In this case, crowding in institutional investors in the African agri-processing value chain.
“As with the two recent similarly structured transactions, funding is channelled through the Symbiotics institutional investor platform, with the notes externally rated by Fitch and benefiting from a rating uplift due to the GuarantCo guarantee.”
Adding his input, Mr Vishanth Narayan, Group Executive Director at Robust International Group, said: “As a global leader in agricultural commodities, Robust International remains steadfast in its commitment to building resilient, ethical and value-adding supply chains across origin and destination markets. This transaction represents an important step in advancing our long-term strategy of strengthening processing capabilities, deepening engagement with farmers and enhancing local value addition in the regions where we operate. Through sustained investment, disciplined execution and decades of operating experience, we continue to focus on delivering reliable, high-quality products while fostering inclusive and sustainable economic growth.”
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Also, Ms Valeria Berzunza, Structuring & Arranging at Symbiotics, said: “We are pleased to continue our collaboration with M&G Investments, GuarantCo, and now with Robust through a transaction with a strong social and gender focus, demonstrating that well-structured products can boost commercially attractive, viable, and impactful investments.”
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