Nigerian Exchange Limited (NGX) has made the use of the Issuers’ Portal mandatory for all Issuers for required disclosures.
The new development followed the amendment of chapter 18 of Rule Book of the Exchange, 2015, governing the use of Issuers Portal.
What the amended rule says
- According to the amended rule tracked by Nairametrics, “Every Issuer shall utilize the Issuers’ Portal for the online submission to The Exchange of all information intended for release to the market in compliance with the Listings Rules, unless such information falls within an excluded category as The Exchange may in its sole discretion prescribe from time to time. The Issuers’ Portal shall be the single gateway for filing all Periodic/Structured and Continuous Disclosures.
- All Periodic/Structured Disclosure as set forth in Rule 18.2(c) submitted via the Issuers’ Portal shall be prepared using the accounting policies and methods that comply with International Financial Reporting Standards (IFRS) and other accounting standards/rules set forth by the Financial Reporting Council of Nigeria and contain the information required by The Exchange.
- The only representatives of an Issuer authorized to use the Issuers’ Portal to submit information to The Exchange are the Company Secretary and the Chief Financial Officer of the Issuer (and r their authorized designee notified to The Exchange)
- Issuers that outsource the company secretarial function to a separate entity distinct from the Issuer shall designate one representative of such separate entity to The Exchange, which person shall act as the Company Secretary for the purposes of this rule no later than five (5) business days before the designee uses the Issuers’ Portal for the first time.
- All information submitted to The Exchange via the Issuers’ Portal must meet the following requirements: (a) The contents of the documents must comply with the minimum disclosures as set forth in the Appendix to this Chapter or as may be prescribed by The Exchange from time to time; (b) The portal will be available to Issuers to submit their documents at any time.
- However, a document to be submitted by a specific date would be considered late if submitted after midnight. A document submitted during the official business hours of The Exchange which is 08.00 hours and 17.00 hours may be viewed by staff of The Exchange before it is released to the market; and (c) The information must be duly authenticated electronically by the authorized representatives of the Issuer.
- No later than the close of business on the day after an Issuer submits any Periodic/Structured Disclosure as set forth in Rule 18.2(c) above to The Exchange via the Issuers’ Portal, it the Issuer shall: (a) simultaneously file the same information with the Securities and Exchange Commission, (b) publish the same information on its corporate website, and shall (c) ensure that the information remains on its corporate website for a minimum period of three (3) years from the date it is posted thereon.
- In the event of any breach of the Issuers’ Portal Rules set forth in Rules 18.3, 18.4 and 18.5 above, the Issuer shall: (i) For a first violation, be liable to pay a fine of twenty-five per-cent (25%) of its annual listing fee, in addition to attending a mandatory regulatory training with The Exchange; (ii) For a second and each subsequent violation, be liable to pay a fine of fifty per-cent (50%) of its annual listing fee.
- (b) In the event of any breach of the Issuers’ Portal Rules set forth in Rules 18.8 and 18.9 above, the Issuer shall be liable to pay a fine of fifty per-cent (50%) of its annual listing fee. (c) If an Issuer fails to submit the information set forth in Rules 18.2(c) and 18.2(d) above via the Issuers’ Portal, the Issuer shall be liable to pay a fine of fifty per-cent (50%) of its annual listing fee. (d) The sanctions set forth in Paragraph 14 of Appendix III (General Undertaking) to the Listings Rules (Green Book) shall apply in regard to an Issuers’ use of the Issuers’ Portal.
What you must know
- The Issuers’ Portal is a platform created by the NGX for filing all Periodic/Structured and Continuous Disclosures.
- Periodic/Structured Disclosures are all financial notifications including Financial Statements (Both Audited and Unaudited); Earnings Forecast; and Corporate Actions.
- Continuous Disclosures are notifications of material information including Notice of Annual General Meeting, Notice of Board Meeting, Notice of Change of Auditors, Notice of Change of Company Secretary, Notice of Change of Name and Registered Address, Notice of Change of Registrars, Notice of Completion Board Meeting, Notice of Court Ordered Meeting, Notice of Directors Dealings, Notice of Extra-Ordinary General Meeting, and Notice of Resignation and Appointment of Directors.
