Commercial Papers In Nigeria: Issuance, Regulation, And Market Potentials

INTRODUCTION

Cash flow is notably the fuel with which any business runs, and running into cash flow problems may hamper business success.¹ In order to manage the dangers of cashflow problems, to manage working capital, bridge transient cash flow gaps, and finance receivables without resorting to expensive and often restrictive traditional bank loans, corporations consistently require agile financing tools. Commercial papers (CPs) make a worthy tool in these regards; hence, it has been robustly embraced by thriving businesses.

Commercial papers are short-term, unsecured promissory notes issued by corporations to raise working capital and meet short-term financial obligations.² In Nigeria (as elsewhere), CPs serve as an important instrument in the corporate finance ecosystem. It provides companies with an alternative to bank borrowing and facilitates liquidity management in the capital markets.

The commercial paper market in Nigeria experienced a remarkable surge in 2025, with new listings more than doubling to N1.58 trillion in the first seven months compared to N763.43 billion in the same period in 2024.³ This growth emphasizes increased corporate reliance on short-term financing amid funding pressures, especially driven by banking and manufacturing sectors. This reality stresses the imminent need to the legal structures governing the issuance of commercial papers – especially while Investment and Securities Act (ISA) 2025 reigns supreme in securities regulation. To mention but a few of CP offers by major corporations in Nigeria in 2025, are the following:

• Access Bank Plc issued series 3 & 4 ₦193.25 Billion CP – the issuance opened on March 20, 2025, and successfully closed on Tuesday, March 25, 2025.⁴
  
  
• The First City Monument Bank issued ₦70 billion commercial papers in Series I and II, which opened on 27 May 2025 and closed on 3 June 2025, following a one-week offer period.⁵
  
  
• Lekki Gardens Estate Limited opened up to N5 billion in Series 4 Commercial Paper Notes for investors' subscriptions at a 23.1956% discount rate, and the offer closed on Thursday, 22 May 2025, for 270-day tenor borrowing instruments.⁶
  
  

Many other commercial paper issues by various companies are listed on the FMDQ (Financial Market Dealers Quotations Group) Exchange.⁷

The value of Nigeria's CPs market, therefore, shows a shift from a niche financing avenue into a critical component of the domestic capital markets. This article provides a detailed professional analysis of the Nigerian CP market. It deconstructs the issuance process, elucidates the comprehensive regulatory framework, and offers critical insights into the market's future potential, inherent risks, and its role in deepening Nigeria's financial system.

THE MARKET SIGNIFICANCE OF COMMERCIAL PAPER IN NIGERIA

Market Size and Key Players

Worth mentioning gain, is the remarkable surge of CPs in 2025, with new listings doubling to N1.58 trillion in the first seven months compared to N763.43 billion in the same period in 2024.⁸ There is commendably wide utilisation of CPs in Nigeria, but the market is dominated by high-grade issuers. Typical issuers are blue-chip companies, major financial institutions, and large conglomerates with strong credit profiles, such as Dangote, BUA Group, and leading commercial banks.

The investor base is primarily institutional,⁹ comprising fund managers, pension funds (Pension Fund Administrators – PFAs), money market funds, insurance companies, and corporate treasuries seeking yield enhancement over risk-free government securities. The reasons for this reality included the fact that CP issuances typically require a significant minimum investment, often in the millions of Naira, which may be beyond the reach of most individual investors. This notwithstanding, paragraph 4(d) of the New Rules states that "CPs shall be issued or sold to qualified institutional investors, high net worth individuals and retail investors."

Why CP?

The market's growth is driven by a clear value proposition for both parties.

For Issuers: CPs typically offer a lower cost of capital compared to bank loans, as they eliminate intermediation margins. They provide funding flexibility whereby issuers can raise funds tailored to specific tenors and amounts. Furthermore, successful CP programs allow corporations to diversify their funding sources and build a public credit history in the capital markets.

For Investors: CPs provide an avenue to earn attractive yields relative to Treasury Bills while maintaining a short-duration, high-quality asset in their portfolio. The short tenor inherently reduces interest rate risk.

Regulation of CPs and other Debt Securities under the ISA 2025

The regulation of CPs in Nigeria is governed by the ISA, 2025, as a subset of corporate debt securities. While the Act does not explicitly define or create a separate regime for CPs, their issuance falls squarely under the provisions for "debt securities" issued by body corporates.

The primary regulatory authority for this process is the Securities and Exchange Commission (SEC), which exercises its powers under Part XVI, Section B (Sections 308-313) of the ISA 2025. The foundational requirement is established in Section 308, which mandates that the "issuance of debt securities" by a body corporate is "subject to prior review and approval" by the Commission. This makes SEC's pre-issuance consent mandatory for CP offerings. The ISA, in section 308(1), required that a company shall not issue debt securities to the public without the prior review and approval of the Commission; empowered the Commission to make rules and regulations for the purpose of giving effect to the provisions of subsection (1). Pursuant to this, the SEC's "New Rules and Sundry Amendments to the Rules and Regulations of the Commission, 2024 ("New Rules"), is the primary regulation governing the issuance of CPs.

The Act further imposes obligations on issuers regarding the use of capital raised. Section 309 explicitly prohibits the "mismanagement or diversion of proceeds" from the issuance of these debt securities. To enforce compliance, the SEC is empowered under section 310 to impose "administrative sanctions" for any violations of this Part. Furthermore, Section 311 establishes personal accountability for corporate officers, stating that a "director or principal officer" may be required to "cease office" for contravening these provisions. Finally, section 312 provides the SEC with a general authority to "take action" to ensure adherence to the law. The action to ensure legal compliance mandates can be seen through its issuance of the New Rules.

Other frameworks that are relevant to CP are:

1. CBN Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers, 2019:¹⁰ this is directly relevant in providing operational rules for CPs issued by banks and other financial institutions under the Central Bank of Nigeria's (CBN) purview. Hence, complementary to SEC's overarching regulation.
   
   
2. FMDQ Commercial Paper Registrations and Quotation Rules, November 2024:¹¹ this is the market-specific rulebook for listing and trading CPs. It operationalizes extant laws by detailing FMDQ's specific requirements for documentation, registration, and ongoing disclosure, providing the liquidity and visibility essential for a successful CP program.
   
   Before the ISA 2025, it served as the primary guide on CP governance. The ISA 2025 updates, explicitly expand SEC's jurisdiction over CPs, aligning statutory authority with FMDQ's operational rules. This creates a dual-layer regulatory environment where SEC Rules provide statutory compliance oversight, and FMDQ enforces market practice and quoting standards. Both regimes must be conjunctively navigated to ensure full compliance and smooth issuance.
   
   Key aspects of the FMDQ Rules include definitions and eligibility criteria for issuers, registration and disclosure rules, and specific provisions for non-interest commercial papers compliant with Shari'ah law.¹² The process encompasses quotation, post-quotation obligations, and procedures for suspension and reinstatement. Part E of the Rules defines duties and enforcement mechanisms, emphasising issuer and agent responsibilities, alongside payment obligations at maturity. The critical guiding role of the Rule is also shown by its appendices, which provide practical guidance for offer documentation, rollover, extension, and checklists.¹³
   
   
3. Companies and Allied Matters Act 2020: this governs the legal formation and corporate capacity of the issuing company. A company must be duly incorporated under CAMA to be eligible to issue a debt instrument like a Commercial Paper, as mandated by the ISA 2025.

COMMERCIAL PAPERS ISSUANCE PROCESS IN NIGERIA

The issuance process of CPs in Nigeria is according to SEC regulatory framework "New Rules and Sundry Amendments to the Rules and Regulations of the Commission, 2024 ("New Rules"). The rules apply to all CP issuances in Nigeria, which encompass asset-backed, clean, non-interest (Shariah-compliant) CPs.¹⁴ The issuance process is a meticulously regulated sequence, and are designed to ensure transparency and protect all stakeholders.

Under the New Rules, CP is defined as an unsecured promissory note with maturity between 30 days and 364 days, including rollovers.¹⁵ A typical duration of 30 days or up to 90 days apply to CPs – although there is room for rollovers (which in total must not exceed 364 days). Commercial Paper, hence, offer a key financing opportunity through their rollover feature, allowing issuers to effectively extend their short-term funding quest beyond 90 days. However, this process is tightly regulated to protect investors and minimise the risk, as CPs are not meant to be a long-term like Bonds, etc. The rules mandate strict advance notice periods to the Sponsor and investors, scaled based on the original tenor of the CP (10 days and 15 days before maturity respectively for CPs with 30-90 days maturity and those with above 90 days).¹⁶ Furthermore, the issuer must provide a sworn declaration confirming that it has obtained written investor consent, and the Sponsor must file this documentation with the Commission for approval before the rollover can be completed.¹⁷ Rollovers are however treated as new and separate issue.¹⁸

Issuer Eligibility Criteria:¹⁹

As a pre-issuance requirement, the provisions of the Rules must be complied with to be eligible to issue commercial papers in Nigeria. Hence, Issuers must be companies incorporated under Nigerian law (CAMA 2020), with at least five years of operation and is required to submit three years of audited financial statements (with the latest not later than nine months). They must attain an investment-grade credit rating, maintain minimum shareholders' funds where CPs are issued to retail investors (minimum ₦500 million), and fulfil additional criteria such as no default on existing debt. Eligibility extends to promoters in case of Special Purpose Vehicles (SPVs) and SEC may prescribe Additional criteria for issuers.

Conditions for Issuance²⁰

1. SEC approval is mandatory before issuance
2. Credit rating (not less than investment grade) is mandatory and must remain at investment grade through the maturity of the CP
3. Issuance to qualified institutional investors, high net worth individuals, and retail investors
4. Offer periods: private placement max 5 working days, public offer max 10 working days; unsold portions post-these dates shall not be issued.
5. Shariah-compliant Non-Interest Commercial Papers (NICPs) must comply with relevant Islamic financial standards

Issuance Modalities and Subscription

Paragraph 5 of the New Rules sets out the modalities to be observed for the issuance of CP. Its provisions are critical for understanding how an issuance is structured and what is required for it to be successful. Notably, paragraph 5 provides for significant flexibility. Hence, Issuers can opt for a one-off issuance or establish a shelf program,²¹ which permits multiple draws under a single approved framework.

CPs must be issued as promissory notes. They can be sold at a discount to their face value or carry an explicit interest rate, with the specific terms determined by the issuer.²² Quite instructive on minimum sizes and allotment, the New Rules sets a minimum issuance size, which is ₦100 million or a figure later prescribed by the SEC.²³ Crucially, an issuance is only successful if it receives subscriptions for at least 50% of the offer size, unless it is fully underwritten.²⁴ Failure to meet this threshold results in the issue being aborted and all funds returned to investors.²⁵

The permitted maturity is strictly short-term, falling between 30 and 364 days.²⁶ The rules permit a maximum of two rollovers,²⁷ provided the issuer obtains prior investor consent and makes the necessary disclosures, ensuring the total tenor does not exceed the 364-day limit.²⁸

To make an issue more secure and attractive, the rules permit credit enhancement or guarantees. These must be provided by high-quality entities, such as the Federal Government, CBN-licensed banks, or other approved guarantors with an investment-grade rating, who then become secondary obligors for the CP.²⁹

Pre-Issuance Registration Requirements

Issuance can be through a one-off or a series under a shelf program. Prospective issuers file a checklist including:³⁰

1. Corporate documents, CAC report, Articles of Association.
2. Audited accounts, draft prospectus with detailed terms, including risk and repayment plans.
3. Trust deeds, agency agreements, and underwriting agreements where applicable.³¹
4. Guarantor deeds, letters of no objection, consent letters, declarations, litigation schedules, going concern confirmations, and fee evidence.
5. Approved program documents to be submitted within five working days.
   SEC approval within 24 hours allows offer opening within five days.

In addition to these documents, CP transactions may require supplementary records. The following explains some of the above-listed documents and are particularly noteworthy for some extra documentations:

• Issuing and Placing Agent (IPA) Agreement
  
  
• Deed of Covenant (this is made by the Issuer in favour of the persons for the time being and from time to time registered in the register as holders of the note)
  
  
• Collecting and Paying Agency (CPA) Agreement
  
  
• Deed of Guarantee: this is a powerful instrument for enhancing investor confidence and providing tangible assurances. While not always mandatory, it serves a similar purpose to credit ratings by signalling reliability and reducing perceived risk. In this regard also, it offers a direct legal commitment rather than an external assessment. However, its scope raises important considerations:
  
  
  • Extent of Guarantorship: Questions often arise as to whether the guarantee should cover only the principal amount of the issue or also extend to interest obligations, particularly in interest‑bearing CPs. Limiting the guarantee to principal may leave investors uncertain about interest coverage. In practice, side letters or ancillary agreements can be employed to clarify and secure obligations relating to interest payments, thereby complementing the guarantee and closing any gaps in investor protection.
    
    
• Credit Rating Assessment Report
  
  
• Investment/Placement Research Memoranda for Institutional Investors
  
  
• Formal Legal Counsel Opinion
  
  
• Custodial & Depository Agreements

For a comprehensive view, the documentation suite for a Commercial Paper issuance can be categorized into three strata: (i) internal corporate and approval documents; (ii) core transactional and contractual instruments (as listed); and (iii) regulatory applications and external reports.

Execution of Issuance Documents³²

The Exposure of Proposed New Rules on Issuance of Commercial Papers and Amendment to Rule 8 (Exemptions) imposes a strict post-signing deadline, and requires a comprehensive list of executed documents, including the prospectus, pricing supplements, agency agreements, and trust deeds. These are to be filed with the Commission within two (2) business days.³³

The offering timeline is also tightly regulated, stipulating that the offer must open within two days of obtaining approval for these executed documents.³⁴ To prevent the market from being influenced by stale information, the registration becomes invalid if the CPs are not offered within one month, requiring a revalidation from the SEC before any subsequent offer can proceed.³⁵

A significant amendment is the introduction of a new paragraph 8(1), which creates a specific exemption from registration requirements. This exemption applies to securities issued by non-profit entities organised for religious, educational, benevolent, charitable, or reformatory purposes, provided no part of their net earnings benefits any private individual or shareholder. Crucially, this exemption is capped, as the aggregate value of any securities issued under it must not exceed N20,000,000.

Final Stages (Allotment and Listing)

Paragraphs 11 and 12 of the framework govern the final stages of the CPs issuance process: allotment and listing. Together, they create a transparent and orderly transition from the primary issuance to the potential secondary market. Paragraph 11 mandates that the allotment of CPs to investors must be conducted on a pro-rata basis, to ensure a fair distribution, especially in the event of oversubscription. This process must be concluded transparently, with the allotment results published within five (5) working days.

Following a successful allotment, Paragraph 12 provides that the CPs "may" be listed on a registered securities exchange³⁶ no later than seven (7) days after the allotment is completed. This listing obligation is critical as it transforms the CP from a private placement into a potentially liquid, tradeable instrument on the secondary market. This enhances the attractiveness of CPs for investors by providing an exit avenue and contributes to the overall depth and sophistication of Nigeria's capital markets by increasing the number of listed debt securities.

Roles of Issues Post-Completion of Offer

An oversight mechanism is achieved by mandating a comprehensive summary report after a CP offer is completed. Paragraph 13 mandates that the Sponsor must file a summary report with the Commission within ten (10) working days of allotment. The requirement for this report serves as a comprehensive post-issuance audit and includes the following contents:

1. A detailed allotment report covering applications, a list of investors holding 5% or more, rejected applications with reasons, and a statement of the issue proceeds account.
   
   
2. A joint consent letter from the Issuer and Issuing House(s) approving the basis of allotment.
   
   
3. Evidence of the publication of the allotment.
   
   
4. A review of issues arising from the offer and confirmation of the parties' satisfactory compliance with their obligations.
   
   
5. Details on the return of surplus monies and evidence of payment of the net proceeds to the Issuer.
   
   
6. An analysis of the total costs incurred and the status of the securities' listing.
   
   
7. Any other relevant information and recommendations.

ROLE OF SOLICITORS IN CP TRANSACTIONS AND TRANSACTIONAL DOCUMENTS

Role of Lawyers

The role of lawyers in the issuance of CPs in Nigeria is pivotal in ensuring legal compliance, risk mitigation, and transaction efficiency. Lawyers act as trusted advisors throughout the CP issuance process, guiding issuers on eligibility under regulatory frameworks such as the ISA 2025 (with rules made under it), CBN regulations, and FMDQ Securities Exchange rules. Lawyers' responsibilities include:

1. Pre-issuance feasibility and structuring as well as post-issuance advisory
   
   
2. conducting due diligence and preparing a legal opinion on the issuer's corporate status and creditworthiness,
   
   
3. drafting and reviewing offering and compliance documentation,
   
   
4. coordinating filings with regulatory bodies such as the SEC, CAC, and FMDQ, and ensuring compliance with CBN prudential guidelines.

In practical terms, solicitors serve as linchpins bridging issuer obligations, regulatory requirements, and investor protection in the Nigerian commercial paper market, ensuring that transactions are legally sound, well-documented, and compliant with evolving regulatory oversight frameworks. Professional engagement strengthens market confidence and supports the growth of Nigeria's CP market.

Other professional parties involved are: Issuing and Placing Agents who manage the issuance and distribution process, Rating Agencies that provide credit assessments pre-issuance, Dealers facilitating secondary market trades, Custodians; safeguards the commercial papers on behalf of the investor, and Collecting and Paying Agents handling fund flows and redemption.

All of these professional parties work with the Issuer,the Issuing House, and the Trustees to ensure that the transaction comes to fruition and is complaint with all extant laws so as to give the investors tangible confidence to invest in the Commercial Paper.

INSIGHTS AND COMMENTS

Contributions

1. The provisions of paragraphs 1 – 6 of the New Rules establish a clear path for CP issuance, and these align with international best practices and enhance investor protections.
   
   
2. The introduction of the credit rating requirement,³⁷ investor consent on rollovers, and periodic reporting;³⁸ These are credible indices of transparency and risk management. The SEC New Rules of 2024, with these key safeguards, are consistent with the core of the ISA 2025, which is to enhance investor protection and market integrity. Mandatory credit ratings provide an independent assessment of risk, helping investors make informed decisions. Stringent disclosure and reporting requirements³⁹ guarantee that all material information is transparently communicated, reducing the risk of fraud and misrepresentation.
   
   
3. The enforcement mechanisms under the New Rules, reinforce a reasonably balance check to tighten credibility of the CPs market by discouraging non-compliance and unauthorized CP issuance. This is seen through high financial penalties and threat of license suspension by which the rules stipulate a detailed penalty regime for non-compliance, including monetary fines (e.g., ₦5 million for default, plus daily penalties of 50,000 naira), suspension of registration, and disgorgement of proceeds.⁴⁰ This generally would promote due diligence undertakings with respect to transactions relating to CPs.
   
   
4. The inclusion of Shariah-compliant CPs and asset-backed structures⁴¹ promotes inclusivity and market diversity.
   
   
5. By this rule and possibilities of CPs, Nigeria's financial system is deepened by the formalisation of short-term debt instruments, which improves market liquidity.⁴²

Challenges and Risks

Despite the strengths and contributions of CP, the market faces some visible risks as follows:

1. Credit Risk: The unsecured nature of CPs means investors are exposed to the issuer's default risk. Acute regulatory consciousness, as well as robust due diligence by investors, are credible checks to disallow disruptions by this factor.
   
   
2. Macroeconomic Vulnerabilities: The market is highly susceptible to systemic shocks. Monetary policy changes by the Central Bank of Nigeria (CBN), foreign exchange volatility, and economic recessions (when they occur), are capable of altering the cost and availability of CP funding.
   
   
3. Concentration Risk: The market is still dominated by a limited number of large companies as issuers. A default by a major player could have significant contagion effects on the market.

CONCLUSION

The Nigerian Commercial Paper market has matured into a sophisticated and vital component of the country's financial system. It is now increasingly adopted by businesses to maintain agile working capital flow and liquidity management within their operations. Its growth is a testament to a deliberately crafted regulatory framework led by the SEC, primarily through the SEC New Rules on Commercial Papers, 2024, and supported by a web of other statutes like the ISA 2025 and CAMA 2020. Looking ahead, the future of the market is promising but contingent on several factors. There is significant potential for mid-tier companies to access the market as they improve their creditworthiness and transparency. FinTech innovations could further streamline the issuance and distribution process to enhance efficiency. However, the market's sustained growth is inextricably linked to Nigeria's macroeconomic stability. Continued regulatory vigilance, further development of the secondary market, and ongoing investor education and due diligence are imperative to solidify the CP's role in building a resilient, deep, and sophisticated Nigerian capital market.

Footnotes

1. Derrald Stice, 'Cash Flow Problems Can Kill Profitable Companies' (2017) 8(6) International Journal of Business Administration 46.

2. Adam Hayes, 'Commercial Paper: Definition, Advantages, and Example' (Investopedia, 23 April 2025) < https://www.investopedia.com/terms/c/commercialpaper.asp> accessed 18 September 2025.

3. Oluwakemi Abimbola, 'Commercial paper market jumps 107% to N1.58tn' (Punch Newspaper, 25 August 2025) https://punchng.com/commercial-paper-market-jumps-107-to-n1-58tn/#:~:text=Getting%20your%20Trinity%20Audio%20player,2025%20new%20listings%20thus%20far. accessed 22 September 2025.

4. Iheanyi Nwachukwu, 'Access Bank eyes N194bn from Series 3, 4 commercial papers issuance' BusinessDay Nigeria (online, 21 March 2025) https://businessday.ng/markets/article/access-bank-eyes-n194bn-from-series-3-4-commercial-papers-issuance/ accessed 22 September 2025.

5. Editor, WA Business News, 'First City Monument Bank Limited Launches N70bn Commercial Paper' (WA Business News, 30 May 2025) https://wabusinessnewsng.com/first-city-monument-bank-limited-launches-n70bn-commercial-paper/ accessed 22 September 2025.

6. Marketforces Africa, 'Lekki Garden Opens N5bn Commercial Paper for Subscription' Marketforces Africa (online, 19 May 2025) https://dmarketforces.com/lekki-garden-opens-n5bn-commercial-paper-for-subscription/ accessed 22 September 2025.

7. The FMDQ Group (Financial Market Dealers Quotations Group) is Africa's first vertically integrated financial market infrastructure (FMI) group. It operates the FMDQ Securities Exchange Limited, which organizes and provides a platform for the registration, listing, quotation, trading, and reporting of debt securities, including commercial papers (CPs) issued by different companies. FMDQ Group, 'Listings and Quotations' (FMDQ Group) https://fmdqgroup.com/category/listings-and-quotations/ accessed September 22, 2025.

8. Oluwakemi Abimbola, 'Commercial paper market jumps 107% to N1.58tn' (Punch Newspaper, 25 August 2025) https://punchng.com/commercial-paper-market-jumps-107-to-n1-58tn/#:~:text=Getting%20your%20Trinity%20Audio%20player,2025%20new%20listings%20thus%20far. accessed 22 September 2025.

9. James Chen, 'Institutional Investor: Who They Are and How They Invest' (Investopedia, 28 May 2025) https://www.investopedia.com/terms/i/institutionalinvestor.asp accessed 25 September 2025.

¹⁰ Central Bank of Nigeria, Guidelines on the Issuance and Treatment of Bankers Acceptances and Commercial Papers (11 September 2019) [online] available at: https://www.cbn.gov.ng/out/2019/bsd/guidelines%20on%20issuance%20and%20treatment%20of%20bas%20and%20cps_september%202019%20(002).pdf (accessed 2 October 2025).

11. FMDQ Securities Exchange Limited, Commercial Paper Registration and Quotation Rules (2024) [online] available at: https://fmdqgroup.com/exchange/download/150/rules-market/1045972/commercial-paper-registration-and-quotation-rules-3.pdf (accessed 2 October 2025).

12. FMDQ Rules, parts A, B, and D.

13. FMDQ Rules, Part F.

14. New Rules, para 1.2.

15. New Rule, para 1.1.

16. New Rule, paras 10(b) and 10(c).

17. New Rule, para 10(d).

18. New Rule, para 10.

19. New Rules, para 3(a)(i) – (ix).

20. New Rules, para 4.

21. New Rules, para 5(a)(i).

22. Ibid, 5(a)(ii).

23. New Rules, para 5(a)(vi).

24. Ibid, para 5(b).

25. Ibid, para 5(b)(iv).

26. Ibid, para 5(c)(i).

27. Notification deadlines to Sponsors and Paying Agents vary by tenor category. Sponsors notify investors and obtain written consent. SEC must be notified with filings at least ten business days prior to maturity – New Rules 10(b)-(d).

28. Ibid, para 5(c)(ii)-(iv).

29. Ibid, para 5(d)(i), (iii)-(iv).

30. Ibid, para 6.

31. Ibid, 6(a)(vi)-(xi).

32. As retitled by the amendment.

33. Exposure of Proposed New Rules on Issuance of Commercial Papers and Amendment to Rule 8 (Exemptions), 8(b).

34. Ibid, 8(c).

35. Ibid, 8(d).

36. Such as the FMDQ Exchange.

37. The reliance on credit ratings may pose risks if ratings are inaccurate or compromised.

38. New Rules, paras 3, 10, and 15.

39. Continuous reporting by the issuer and sponsoring agents, including quarterly utilization of proceeds reports, annual audited financial statements, and any required Shariah certifications (for Non-Interest CPs). SEC enforces penalties for non-compliance, including monetary fines and suspension of registration – New Rules. Para. 13.

40. New Rules, paras. 15 and 16.

41. New Rules, para 1, 4(g) and 5(a)(iii).

42. Throughout the New Rules, paras 1-16.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.