SEC’s new debt capital rules to curb risk-taking in private companies – ACMAN

 The Association of Capital Market Academics of Nigeria (ACMAN) says the Securities and Exchange Commission(SEC)’s new rules, which propose limitations on the amount of debt capital that can be raised by private companies, are designed to mitigate reckless risk-taking behaviors.

President of ACMAN, Prof Uche Uwaleke, stated this in an interview with newsmen weekend while reacting to the new rules released by the Commission.

The new rules pegged the maximum amount a private company can raise within a one-year period at N15 billion provided that the company which intends to undertake any further debt securities issuance is re-registered as a public company.

Prof Uwaleke commended the SEC for its new rules on the issuance and allotment of private companies’ securities.

He described the new regulation as a welcome development geared toward enhancing investors’ protection.

Uwaleke advised the Commission to carry out massive sensitisation of the rules to enhance compliance and reduce violations caused by ignorance.

He said, “I think the new rule is a welcome development. The idea of capping the maximum debt capital that can be raised is intended to discourage reckless risk-taking on the part of private companies.

”Enforcement of rules is enhanced by stiff sanctions which is why I support the relatively huge fine. Given that one person can now form and incorporate a private company in Nigeria and that the minimum share capital to incorporate a private company is only N100,000, going by the CAMA of 2020, I think the cap of N15 billion is for private companies.

“Other considerations in the CAMA which tend to lend credence to a reduced limit for capital raise include the fact that the appointment of a company secretary is now optional for a private company. New private companies need not appoint auditors, although the rule requires that such a company must have a minimum of three years track record.”

Uwaleke however suggested that the maximum capital raise be reduced from N15 billion to N10 billion within one year such that the fine of N100 million minimum will represent 1% of the amount.

Nairametrics reported that the SEC recently said the rules apply to debt securities issuances by private companies either by way of public offer, private placement, or other methods as may be approved by the Commission.

According to the SEC, any person who issued or allotted securities without prior approval or, violated any provisions of its regulations, will pay a penalty of N10 million in the first instance.

The Commission added a sum of N100,000 for every day if the violation continues.

Others involve registered exchanges and platforms that admit debt securities issued by private companies for trading, price discussion, or information repository purposes.

On proceeds utilisation, the Commission held that issuers are prohibited from using the proceeds of the issues for purposes other than those stated in the offer document without its prior approval.

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