Guidelines For Listing Companies On Nigerian Stock Exchange: General Requirements
Guidelines For Listing Companies On Nigerian Stock Exchange: General Requirements
GENERAL REQUIREMENTS
a) Application for Listing will only be entertained if sponsored by a Dealing Member of The
Exchange.
b) The company must be a public company, which will issue or has issued an invitation to the
public to subscribe for its shares or has satisfied Council that the public is sufficiently interested
in the company’s shares to warrant Listing.
c) All securities for which listing is sought shall first be registered with the Securities and
Exchange Commission.
e) Before the grant of Listing, all applicant companies shall sign a General Undertaking that they
will provide promptly certain information about their operations and that they will follow certain
administrative procedures.
f) Where it is desired to increase the authorized share capital, the directors shall state, in the
explanatory circular or other documents accompanying the notice of meeting, whether or not
they presently have any intention of issuing all or any part thereof.
g) A company which applies for Listing shall comply with the minimum public float requirement
prescribed by the Listing standard criteria chosen by the Issuer.
h) Subscriptions list must remain open for a maximum period of 28 working days.
i) A maximum of 10% of an offering will be allowed to staff of a company (or its subsidiaries or
associated companies) on special application forms. Such offerings may be placed in Trust for
the employees. Where a proportion of the shares in a placement or public offer is reserved for
employees, the company shall provide The Exchange along with the General Undertaking a list
of members of staff who have been allotted shares, the number of such shares, the capacity in
which they work for the company and the number of years of service with the company.
j) All companies admitted to Listing on The Exchange shall pay a listing fee as laid down in
Appendix iv and these fees are subject to review from time to time.
k) All clauses in the company’s Memorandum & Articles of Association that restrict the transfer
of fully paid-up shares must be expunged.
l) All Listed companies shall advertise the Notice of their annual general meetings in at least two
widely read newspapers at least 21 days before the annual general meeting and such
advertisement must be conspicuously placed to cover a reasonable portion of a page.
m) The subscription monies pending allotment and return of funds to subscribers shall be
deposited in a designated bank account appointed by the Issuing House and the company. All
accrued interests in respect of cleared allotments shall be paid to the company to offset part of
the cost of the Issue.
o) These general requirements are not exhaustive and Council may add thereto or subtract there
from as considered necessary subject to the approval of the Securities and Exchange
Commission.
The company must in its Memorandum of Association expressly exclude the power to act as Dealing
Member of The Exchange or Stockbrokers. The Articles of Association shall include provisions to the
following effect or as may from time to time be required by The Exchange.
i) That the common form of transfer, including electronic transfer, may be used;
ii) That where the company reserves the right to refuse to register more than three persons as joint
holders of a share, such right shall not apply to executors or trustees of a deceased holder.
iii) That transfers and other documents relating to or affecting the title of any shares shall be registered
without payment of any fee.
iv) That fully-paid shares shall be free from any restriction on the right of transfer and shall also be free
from all liens, except as otherwise prescribed by the operation of law.
i) That a new certificate for capital shall be under the common seal, which shall only be affixed with the
authority of the directors, except where the transfer or issuance was effected electronically through the
Central Securities Clearing System;
ii) That all certificate issued to replace one that has been worn out, lost or destroyed shall be issued
without charge, and where the holder has sold part of his holding, he shall be entitled to a certificate for
the balance without charge.
c) AS REGARDS DIVIDENDS
i) That dividends may only be paid by the directors out of profits for the period in respect of which
dividends are to be paid, except with prior written approval of The Exchange;
ii) Where the company reserves the right to forfeit unclaimed dividends that power shall not be exercised
until twelve years or more after the date of the declaration of the dividend. However, the unpaid dividend
shall properly be reflected on the company’s account.
d) AS REGARDS DIRECTORS
i) That the borrowing powers of directors are limited so that the aggregate amount at any time owing in
respect of moneys borrowed by the company and its subsidiary companies (exclusive of inter-company
borrowings) shall not exceed a reasonable amount except with the consent of the company in general
meeting.
ii) That a director shall not vote on any contract, arrangement or proposal in which he is interested and if
he does vote; the vote shall not be counted.
iii) That any person appointed by the directors to fill a casual vacancy on or as an addition to the board
shall hold office only until the next annual general meeting of the company and shall then be eligible for
election.
iv) That where not otherwise provided by law, the company in general meeting shall have power by
ordinary resolution to remove any director (including managing director but without prejudice to any
claim for damages) before the expiration of his term of office.
e) AS REGARDS ACCOUNTS That a printed copy of the report, accompanied by the balance sheet
(including every document required by law to be annexed thereto) and profit and loss account or income
and expenditure account, shall, at least twenty-one days prior to the annual general meeting, be delivered
or sent by post to the registered address of every member.
f) AS REGARDS RIGHTS
i) That adequate rights are in appropriate circumstances secured for preference shareholders.
ii) That the rights attached to any class of shares may not be varied without the reasonable consent of the
holders of such shares.
g) AS REGARDS INVESTMENT TRUST/UNIT TRUSTS Where it is desired that the securities of the
company be classified under investment trust/unit trust section of the Official List, that all monies realised
on the sale or payment of the same and all other monies in the nature of accretion to capital shall be
treated for all purposes as capital monies, and not as profits available for dividend.
h) AS REGARDS NOTICES
i) That where power is reserved to give notice by advertisement, such advertisement shall be inserted in
al least two leading national daily newspapers.
ii) That where it is provided that notices shall be given only to those members whose registered addresses
are within Nigeria, any member whose registered address is not within Nigeria, may name an address
within Nigeria which for the purposes of notice, shall be considered as the registered address.
i) AS REGARDS CAPITAL STRUCTURE That the structure of the share capital of the company be
stated and where the capital consists of more than one class of security, it must also be stated how the
various classes shall rank for any distribution by way of dividend or otherwise.
. That where the capital of the company includes shares which do not carry voting rights, the words “non-
voting” must appear in the designation of such shares.
2. That, where the equity includes shares with different voting rights, the designation of each class of
shares, other than those with the most favourable voting rights, must include the words “restricted voting”
or “limited voting”.
k) AS REGARDS PROXIES
1. That where provision is made in the Articles as to the form of proxy this must be so worded so as not to
preclude the use of he two-way form.
2. That a Corporation may execute a form of proxy under the hand of a duly authorized officer.
NOTE: In the event of the Memorandum and Articles of Association not complying with the
requirements of the Council and if it is impracticable for the company to alter them before making the
application for listing Council may accept an undertaking to amend the Memorandum and Articles at the
earliest possible opportunity.
A valuation report which unless otherwise agreed shall be by an independent valuer with
qualification and experience acceptable to Council of the real property of the company shall be
included in the prospectus.
The following information in the absence of special circumstances shall be included in the
valuation report:
1. PARTICULARS OF PROPERTIES
b) In respect of each property – i) A brief description; ii) Existing use; iii) Tenure, i.e. Right of
Occupancy terms thereof iv) Terms of tenant’s leases or sub-leases; v) Approximate age of the
buildings; and vi) Present capital value in existing state; vii) Title documents of existing
properties.
2. BASIS OF VALUATION
a) Whether the valuation is on basis of: i) Current value in the open market, stating whether a) on
investment basis
b) on basis of development
c) on basis of future capital realisation ii) Current value as an asset of a going concern
b) Where the valuation is based on value after development has been carried out:
i) Whether planning consent has been obtained and if so whether there are any conditions
attached to such consent;
iii) the estimated cost of carrying out the development or where part of the development has
already been carried out, the estimated cost of completing the development; and
iv) the estimated value of the property in the open market in its present condition.
3. RENTAL USED IN VALUATION There shall be included in the valuation report in respect
of each property:
b) estimated future net rental at named date (where this differs materially from the current net
rental); and state whether such information is based on current rental values.
4. A detailed list of transactions in which the directors or promoters have been involved, either
individually or collectively in the acquisition or disposal of any of the properties listed during the
two years preceding the valuation: i) the date of the transaction; and ii) the prices paid.
5. In the case of a further issue of share capital, whether for cash or as vendor’s shares, and also
in cases of acquisition out of the company’s resources including borrowings, a valuation of the
properties being acquired shall not be called for unless the acquisitions are substantial in relation
to the existing properties of the company. Provided that the circular giving information about the
acquisitions includes details of the properties acquired or about to be acquired; of the
consideration; the effect on profits of the acquisition and the current indebtedness including
terms of loans raised since the last published accounts.
In the case of acquisition of very small value in relation to the existing properties of the
company, the press announcement must include a general description of the property acquired.
The Council shall also be informed of the names of the vendors whether or not this information
may be disclosed in the circular or announcement. 6. The Council of The Exchange may call for
any additional information.
NEW LISTING OF SECURITIES (IN RESPECT OF COMPANIES WHOSE SECURITIES ARE NOT LISTED ON THE
EXCHANGE)
1. To qualify for Listing on the Main Board of The Exchange an Issuer shall meet the Initial
Listing Standard set forth in either (a) (b) or (c) below and shall submit an Application, which
should be made at the earliest possible date in the form set out in Appendix II. Of ISA 2007
i. Be registered as a public limited company with no restrictions on the transfer of fully paid
shares;
iii. Have a pre-tax profit from continuing operation of not less than N300million cumulatively
for the last three (3) fiscal years and a minimum of N100 million in two (2) of these years;
iv. Have financial statements which shall be compliant with the applicable SEC rules and
covering the last three fiscal years provided that the most recent statement at the time of
submission of the application is not more than 9 months old;
v. Ensure that a minimum of 20% of the issued share capital is made available to the public and
held by not less than 300 shareholders;
vii. Ensure that if the listing is in connection with an Initial Public Offering (IPO) the promoters
and directors will hold a minimum of 50% of their shares in the company for a minimum period
of 12 months from the date of listing and will not directly or indirectly sell or offer to sell such
securities during that period;
viii. Ensure that the securities are fully paid-up at the time of allotment or registration in
compliance with the applicable SEC rules; and
ix. Undertake to promptly pay annual listing fees based on market capitalization.
OR
i. Be registered as a public limited company with no restrictions on the transfer of fully paid
shares;
ii. Have a minimum of three (3) years’ operating track record; and where the Issuer does not
have three years’ (3) operating track record the Issuer shall provide evidence of a core investor
who has a minimum of three years’ (3) operating track record
iii. Have a pre-tax profit from continuing operation of not less than N600million cumulatively
for the last one (1) or two (2) fiscal years;
iv. Have financial statements which shall be compliant with the applicable SEC rules and
covering the last three fiscal years provided that the most recent statement at the time of
submission of the application is not more than 9 months old and where the Issuer does not have
financial statements for the last 3 years the Issuer shall provide evidence of a strong technical
partner who has a minimum of three years’ (3) operating track record with substantial equity and
involvement in management and the financial statements for the last three years of the technical
partner;
v. Ensure that a minimum of 20% of the issued share capital is made available to the public and
held by not less than 300 shareholders;
vii. Ensure that if the listing is in connection with an Initial Public Offering (IPO) the promoters
and directors will hold a minimum of 50% of their shares in the company for a minimum period
of 12 months from the date of listing and will not directly or indirectly sell or offer to sell such
securities during that period;
viii. Ensure that the securities are fully paid-up at the time of allotment or registration in
compliance with the applicable SEC rules; and
ix. Undertake to promptly pay annual listing fees based on market capitalization.
OR
i. Be registered as a public limited company with no restrictions on the transfer of fully paid
shares;
ii. Have a minimum of three (3) years’ operating track record; and where the Issuer does not
have three years’ (3) operating track record the Issuer shall provide evidence of a core investor
who has a minimum of three years’ (3) operating track record
iii. Have financial statements which shall be compliant with the applicable SEC rules and
covering the last three fiscal years provided that the most recent statement at the time of
submission of the application is not more than 9 months old and where the Issuer does not have
financial statements for the last 3 years the Issuer shall provide evidence of a strong technical
partner who has a minimum of three years’ (3) operating track record with substantial equity and
involvement in management and the financial statements for the last three years of the technical
partner;
iv. Ensure that a minimum of 20% of the issued share capital is made available to the public and
held by not less than 300 shareholders;
v. Have a market capitalization of not less than N4 billion at the time of the listing, calculated
using the listing price and shareholders’ equity;
vi. Ensure that if the listing is in connection with an Initial Public Offering (IPO) the promoters
and directors will hold a minimum of 50% of their shares in the company for a period of 12
months from the date of listing and will not directly or indirectly sell or offer to sell such
securities during that period;
vii. Ensure that the securities are fully paid-up at the time of allotment or registration in
compliance with the applicable SEC rules; and
viii. Undertake to promptly pay annual listing fees based on market capitalization.
NOTE: 1. The Exchange reviews its listing requirements on an ongoing basis to ensure
conformity with international best practice.
NOTE: 2. The NSE retains the right to grant a listing to an applicant that does not meet all its
requirements or refuse a listing to an applicant that does comply with its listings requirements, on
the grounds that, in the NSE’s opinion, the grant or refusal of the listing is in the interests of the
investing public.
NOTE: 3. Mineral Companies” (i.e. Mining, Oil & Gas) are exempt from 3 year track record
requirement. Company is required to produce a Competent Persons Report (CPR) describing
nature and extent of the company’s rights of exploration, geographical characteristics of reserves,
estimates of volume (must be in proven commercial quantities), expected extraction volume
together with assumptions on forecast revenues and operating costs.
NOTE: 4. The Council of The Nigerian Stock Exchange may grant a deferral or exemption from
meeting the minimum public float requirement to large cap companies with market capitalization
at IPO in excess of N500 billion. .
NOTE: 5. The Exchange encourages all companies seeking listing to comply with the SEC’s
Code of Corporate Governance for Public Companies in Nigeria to the extent reasonable to
enhance corporate discipline, transparency and accountability within the tenets of its operations.
2. To qualify for Listing on the ASeM Board of The Exchange an Issuer shall meet the Initial
Listing Standard set forth in (a) below and shall submit an Application, which should be made at
the earliest possible date in the form set out in Appendix II.
i. Be registered as a public limited company with no restrictions on the transfer of fully paid
shares;
ii. Have a designated advisor who shall be responsible for the Issuers compliance with the
Listing and Post Listing Requirements throughout the duration of listing on ASeM.
iv. Provide a comprehensive plan of the company’s business prospects covering a period of not
less than two(2) years;
v. Have financial statements which shall be compliant with the applicable SEC rules and the
financial statement at the time of submission of the application shall not be more than 9 months
old;
vi. Ensure that a minimum of 15% of the issued share capital is made available to the public and
held by not less than 51 shareholders;
vii. Ensure that if the listing is in connection with an Initial Public Offering (IPO) the promoters
and directors will hold a minimum of 50% of their shares in the company for a period of 12
months from the date of listing and will not directly or indirectly sell or offer to sell such
securities during that period;
viii. Ensure that the securities are fully paid-up at the time of allotment or registration in
compliance with the applicable SEC rules; and
3. The following documents shall be lodged before the completion board meeting:
a) A letter of indemnity by the issuer dated and signed by a director and the company secretary.
a) One copy each of the prospectus, poster and advertisement, which shall be:
(i) Dated and signed by every person who is named in the prospectus as a director or proposed
director of the company or by his agent authorized in writing;
4(a) above, a certified copy of the authorization for such signature shall be submitted along with
the documents.
5. Prior to the issue being admitted to the official list, the following documents shall be lodged
with The Exchange:
i. A written undertaking accepting to comply with the post-listing requirements of The Exchange
in the form set out in Appendix III to these rules.
ii. A statement of compliance in the form suggested in Appendix XIV (ISA ’2007)
a) The scheme must be approved by the company in general meeting and documents to be
forwarded to The Exchange must contain the following information:
(i) The persons to whom securities may be issued or sold under the scheme, (“participants);
(ii) The total amount of the shares subject to the scheme which must be a stated figure (The
circular must state the percentage of the issued share capital represented);
(iv) The amount, if any, payable on application or acceptance and the basis for determining the
subscription or sale or option price, the period in or after which payment or calls or loans to
provide the same may be paid or called,
(v) The voting, dividend, transfer and other rights including those arising on a liquidation of the
company, attaching to the securities;
(vi) 2 copies of the annual financial statements consisting of the most recent ones and those
covering the financial period prescribed by the Listing Standard criteria. (vii) A copy of the trust
deed constituting the scheme.
(viii) The basis of appointment of trustees to the scheme. The scheme shall provide or the
circular to shareholders shall state that the provisions relating to the matters listed in paragraph
6(a) above cannot be altered to the advantage of participants without shareholders’ prior
approval.
Main Board,
Premium Board and
Growth Board, depending on its size, scope, and growth stage.
The Main Board is the NSE's founding board targeted at well-established companies
with a demonstrable track record of commitment to high disclosure standards and
corporate governance. Listing on this board is based on profitability or market
capitalisation criteria, which also determines whether an Issuer would be listed under
Standard A, Standard B or Standard C.
Pre-tax profit
Standard A requires that a company seeking to list on the main board of the NSE must
provide cumulative pre-tax profits from continuing operations of not less than
NGN300million over the last 3 years, with at least NGN100 million pre-tax profit in 2 of
those years.
Standard B requires that such a company as described above must provide cumulative
pre-tax profits from continuing operations of not less than NGN600 million over the last
1 or 2 years
Standard C makes no requirement for a company as described above to provide
cumulative pre-tax profits
The Premium Board was introduced on 25 August 2015 as the listing segment for the elite
group of issuers that meet the NSE's most stringent corporate governance and listing standards.
The Growth Board was launched on 28 January 2020 to encourage Start-Ups, Small and
Medium Enterprises, and Fintech companies with high growth potential to seize the opportunity
of raising long-term capital and promote liquidity in the trading of their shares. The board is an
improvement on the Alternative Securities Exchange Market ("ASeM") which is being phased
out by the NSE, due to consistent negative performance of the ASeM index and lack of traction
in listings.
The Nigerian IPO market attracts issuers from a variety of sectors. The NSE lists equities under
11 sectors: Agriculture, Conglomerates, Construction/Real Estate, Consumer Goods, Financial
Services, Healthcare, ICT, Industrial Goods, Natural Resources, Oil and Gas, and Services.
Currently, there are168 listed companies on the NSE1. Issuers are required to register all
securities of a public company before it can be issued, transferred, sold or offered for
subscription by or sale to the public, with the SEC by filing a registration statement in respect of
the securities proposed to be issued.
Listing under the Main Board
To qualify for listing on the Main Board of the NSE under Standards A, B, or C, an Issuer is
required to submit an application in the prescribed form and satisfy the following conditions:
Be registered as a public limited company under the provisions of the Companies and
Allied Matters Act 2020 with no restrictions on the transfer of fully paid shares;
Have a minimum of 3 years' operating track record (under Standards B and C,
alternatively, the Issuer shall provide evidence of a core investor who has a minimum of
3 years' operating track record);
· Satisfy either:
Be registered as a public limited company under the provisions of the Companies and
Allied Matters Act 2020 with no restrictions on the transfer of fully paid shares;
Have a minimum of 2 years' operating track record or a new business that can provide
evidence of investment in it by a core investor or a strong technical partner that has a
minimum of two (2) years (4 years for Standard) operating track record, or a majority
shareholder who is either a High 'Net Worth individual or is a director of a listed
company;
Have financial statements which shall be compliant with the applicable SEC Rules and
covering the last 2 fiscal years, provided that the most recent statement at the time of
submission of the application is not more than 9 months old or evidence of a strong
technical partner with substantial equity holding and involvement in the Issuers'
management, who has a minimum of 2 years' operating track record and financial
statements;
The public shall hold a minimum of 10% of each class of equity securities, and the
number of shareholders shall not be less than 21;
Have a market capitalization of not less than N50million (Entry) or N500 million
(Standard) at the time of the listing, based on the issue price and issued share capital;
Ensure that if the listing is in connection with an IPO, the promoters and directors will
hold a minimum of 50% of their shares in the company for a minimum period of 12
months from the date of listing and will not directly or indirectly sell or offer to sell such
securities during that period;
Ensure that the securities are fully paid-up at the time of allotment or registration in
compliance with the applicable SEC Rules; and
Undertake to promptly pay annual listing fees which is a fixed flat rate prescribed by the
NSE for Entry (currently set at a total fee of N450, 000) for a new listing, while Standard
is based on market capitalization.
Companies that are listed on the stock exchange get enough exposure, capacity to uphold control
etc. Aside from such benefits, there are lots of benefits associated with the listing in the stock
exchange.
One of the primary benefits of listing companies on the major stock exchange is that the listed
companies have a promising profile. Also, the listed companies are recognized and visible to the
public quickly if we compare them to other companies.
After getting listed on the major stock exchanges, the company has started to attract new
customers in the form of shareholders and clients.
Many companies which are doing well, reach a level where they need additional capital for
further expansion or growth. In such conditions, going public is the best way to overcome such
financial constraints.
Companies listed on the stock exchange can increase capital by releasing more shares for
investor purposes.
In addition to this, the raise could be utilized for the company’s growth and other needs.
Also, by listing on the stock exchange, the companies can raise extra funds from the public by
issuing their shares in the new issue market. Therefore, listing a company on the stock exchange
is quietly beneficial for the investors.
Another advantage of listing your company on the stock exchange is that it provides your
company with adequate liquidity by providing an opportunity for shareholders to realise their
investment value. Also, it authorizes shareholders to negotiate in the shares of the company
thereby sharing risks.
The companies listed on the stock exchange have nothing to do with venture capitalists. In return
for acquiring shares for a confidently held company, venture capitalists have to regularly uphold
the company’s regulation.
Stock exchanges allow companies to maintain enough control and power as the people who get
shares of a publicly traded corporation hold limited rights which can be easily accessible to the
shareholders.
6. Better Visibility
Going a company public means it provides visibility among HNIs and institutional investors,
investing agencies. Also, the company ensures total transparency whenever the time of
conducting operations is done.
7. Higher Returns
Achieving higher ROI is the goal of any company. By listing a company in the stock exchange,
the company expects the highest stock market trading returns which couldn’t be possible by
other methods. Therefore, it can be counted as one of the main advantages of stock listing.
8. Increased Accountability
Companies who are listed on the stock exchange maintain their transparency while dealing in the
business and reporting. Transparently keeping all the things allows a company to enjoy success
in a much better way. Hence such companies have better financial accountability.
9. Increased Exposure
Needless to say, companies listed on the top exchanges automatically come into the eye of top-
notch investors and institutional investors. Such companies attract potential stock market
trading investors which in turn helps them to generate more capital which can be used for the
company’s growth or expansion.
Listing on the stock exchange increases the visibility of the people which in turn improves the
public perception of the organization, therefore, increases the employee value.
Other advantages include uplifting the reputation and prominence of the company.