Nigeria bourse proposes amendments to rulebook on SPVs, calls for comments, The Nigeria Stock Exchange (NSE) is proposing additions to its rulebook of the listing of securities issued by special purpose vehicles (SPVs). The NSE said that though it currently has two SPVs listed on its Daily Official List, there are presently no specific rules for the listing of SPVs at The Exchange.
A special-purpose vehicle (SPV) is a subsidiary of a company formed with the purpose of acquiring and holding certain assets for the sole benefit of noteholders in the asset-backed security, such that the noteholders have acquired nothing but undivided interests in the asset pool. It said the current practice is to modify and adopt as best as possible, the listing requirements of the asset class for which a listing is being sought, in order to evaluate the application filed by issuers.
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The new SPV listing rules will, therefore, provide issuers and their advisers with a practical guide to the listing of an SPV or securities issued by an SPV, on the Daily Official List of The Exchange, as well as important information about disclosure requirements.
The rules contain definitions of key terms used in the rules as well as provisions relating to the listing requirements for the listing of SPVs on The Exchange, which include that the SPV must be duly incorporated under applicable Nigerian law, or the law of its home country, and registered with the Securities and Exchange Commission (SEC), amongst other requirements.
The Rules also contain continuing obligations, which the SPV is expected to comply with to maintain its listing on The Exchange; the role of the servicer in the SPV transaction; the relationship between the Servicer and the SPV; exemptions, which may be granted to the SPV; fees, termination of the transaction for which the SPV was set up; and sanctions to be applied for breach of the SPV rules.
To this end, The Exchange is calling on stakeholders to be part of the rules making the process by making their comments on the new rules for it to go ahead and make the amendments effective.