Communique on the Meeting between the Members of the Executive
Committee of the Association of the Issuing Houses of Nigeria (“AIHN”) and
the Management Team of the Securities and Exchange Commission (“SEC”
or “the Commission”) Led by the Director General on Thursday, 16th
September 2021 in Lagos
The Executive Committee of the AIHN met with the Management of the Commission led by Dr.Lamido Yuguda, the Director General of the Commission. The meeting discussed issues affecting
the investment banking industry from a primary issuance perspective with a view to resolving them.
The key outcomes of the meeting are itemized below:
A. SEC Clearance Issues for Transactions
– A work group will be set up to address nagging issues relating to the approval process with a view to drastically reducing the time-to-market delays being experienced on
B. Expiration of FGN Tax Waiver on Corporate bond issuance
– The Commission has commenced advocacy for the extension of tax waivers with the Ministry of Finance before the expiry date. This will be stepped up as the year winds down. AIHN and other trade groups are urged to join the campaign by suggesting sustainable ideas to push this agenda through.
C. CAC/ FIRS Operations
– There is an inter-agency conversation going on in this regard but issuing houses should explore the provision in the Rules that allow the Company Secretary to certify specific company documents in lieu of a CAC certification.
D. Stamp Duties
– Concerns on the impact of this cost line on the cost of issuance was thoroughly
discussed. It is clear that the fiscal policy bent of the government may make this a difficult ask but the work group to be set-up consisting of members of the Association and staff of the Commission are to continue engaging with relevant government departments to
find ways of reducing this cost.
E. Removal of Transaction Fee Caps
– It was agreed that this matter will be kept in view and discussed further down the line as the immediate focus of the Commission is to ensure that issuance costs are not escalated.
F. Commercial Paper Issuance Regulation by SEC: Proposed Amendments to Rule 8
– The Meeting discussed the concern around this exposure draft extensively and the commission explained that reported abuses of the roll-over clause by certain issuers that has made commercial papers have tenors similar to those of a short-term bond is the primary reason for this intervention but that they have taken the Association’s
feedback and would take it into consideration in determining the next course of action
on the matter.
G. DMO RFP Requirements
– The Commission will liaise with the DMO in order to review the content of future requests for Proposals issued by the agency with the main aim of ensuring that Issuing houses are not unduly screened out of what should ordinarily be competitive procurement processes open to all SEC-registered Issuing Houses.
KEY NEXT STEPS
• The Commission to set-up a technical committee to work with the Association in resolving identified primary capital market issues.
• SEC to agree modalities for a proposed bi-annual training for members of the Association by the Commission (for a fee to be agreed) on the Checklist Review Process. This is to ensure that operators are well attuned to the expectations of the Commission on the process.
• The Commission is to review its internal processes to address current delays to transaction approval requests timeously.
• SEC, working with relevant stakeholders, will step up advocacy on the extension of tax
waiver on corporate bonds with respect to the Tax Exemption Order of 2011. Already, the Commission has engaged the FIRS on the issue and FIRS is expected to release a circular indicating that instruments issued prior to the expiration of the tax waiver on 2nd January 2022 shall enjoy such waivers until they mature.
• SEC will liaise with the Debt Management Office on aspects of its Request for Proposals requirements that have become prohibitive to otherwise qualified capital markets operators.
AIHN Proposal To SEC