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SEC changes rule on filing consent letters, executed offer document

By Elizabeth Adegbesan

In a bid to accommodate changes made to the terms of a proposed transaction prior to approval, the Securities and  Exchange Commission (SEC) has    introduced changes in the methods of filing consent letters, the execution of offer documents and the execution and issuance of consent letters by issuers and all issuing houses.

The Commission disclosed this yesterday, in a notice sent to all issuers and issuing houses, saying that the changes went into effect on February 18, 2019.

The notice stated:    “Further to deliberations with the Association of Issuing Houses of Nigeria (AIHN) and in a bid to accommodate changes which may be made to the terms of a proposed transaction prior to approval, the Commission resolved to introduce some flexibility to the timing for filing consent letters with the Commission. “With effect from the effective date, consent letters of every person who consents to be named in the offer document or other document(s) in connection with a

Securities and Exchange Commission

proposed offer, may now be filed either at the initial stage of a transaction or at the point of filing executed offer documents.

“In giving effect to the foregoing, Issuing Houses are to note the following: The flexibility does not serve as an exemption to the complete filing directive of the Commission; This directive does not permit filing of consent letters in batches; All consent letters are expected to be filed in one complete batch at the initial point of filing the transaction or at the point of filing the executed offer documents; “All issuers and Issuing Houses are to note that Filing of consent letters at the point of filing executed offer documents will not preclude the identification of deficiencies which may delay the approval of the transaction.

Issuing Houses are to ensure that all consent letters appropriately describe the transaction, indicate in what capacity the person giving consent has agreed to be named in the offer document and other related documents, are signed in wet ink by the named signatory (ies) and be duly notarized by a Notary Public;

“Consent letters shall not be notarized by a person who is also a named signatory on the consent letter; Scans, photocopies or consent letters with electronic signatures are not acceptable.”

On execution of advertisement materials and specimen documents, it stated: “The Commission will no longer require executed advert materials where the offer is by book building with no retail tranche; For other types of offers, all advertisement materials and specimen document (certificate or e-allotment advice) are to be executed only by the Issuing House(s).

“Consequently, consent letters shall only be required from the Governor, Commissioner for Finance, Accountant-General and the Attorney-General of the State”.

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