On December 15, 2022, the Securities and Exchange Commission ("SEC") approved Nigerian Exchange Limited's (the "Exchange") proposed Rules for Listing on the Technology Board of Nigerian Exchange Limited ("Rules"), which creates a platform for technology companies to raise capital by listing their securities (such as shares) on the Exchange. Through the Exchange's Technology Board ("Technology Board"), indigenous technology companies can raise capital from qualified institutional investors, retail investors, and high-net-worth investors.
We have highlighted in this article the eligibility criteria and other relevant information for technology companies that wish to be listed on the Technology Board.
1. How can Technology Companies be Listed on the Technology Board?
Technology companies that wish to raise capital through the Exchange are required to be listed on either the Start-Up Tech or Big Tech Segment.
To qualify for listing under the Start-Up Tech Segment, the company requires a market capitalization of a minimum of US$1 million and a maximum of US$100 million while the Big Tech Segment requires a market capitalization of over US$100 million to US$1 Billion Dollars at the equivalent Central Bank of Nigeria rate.
2. What are the Eligibility Criteria for Listing under the Start-Up Tech and Big Tech Segments?
To be listed on either of the segments, such technology companies ("Applicants") must comply with the criteria highlighted below.
a. Type of Company: the Applicant must either be a public company limited by shares or incorporate a Special Purpose Vehicle or holding company which will be the public limited liability company to be listed.
b. Minimum Capitalisation: Applicants are required to possess a minimum market capitalization (valuation) in accordance with 1 above.;
c. Minimum Number of Shareholders: a company applying to be listed on the Start-Up Tech Segment is required to have at least 2 shareholders, while a company applying to be listed on the Big Tech segment is required to have a minimum of 5 shareholders.
d. Period of Operation: the Applicant is required to have been in operation for a minimum of 12 months before the date of application.
e. Lock-up Period: the promoters or directors of the Applicant must retain a minimum of 50% of their issued shares in the company for a minimum of six months from the date of listing.
f. Minimum Float Requirement: where the Applicant intends to raise capital at the time of listing, a minimum of:
i. 5% (for the Start-Up Tech Segment) or 10% (for the Big Tech Segment) of its issued share capital; or
ii. shares valued at USD 50,000 (for the Start-Up Tech Segment) or USD5,000,000 (for the Big Tech Segment) at the prevailing Central Bank of Nigeria exchange rate,
must be reserved for the public.
3.Can a Company Listed on the Technology Board Move from One Segment to Another?
Yes, companies listed on the Technology Board are permitted to move from one segment to the other provided that they meet the relevant eligibility criteria
4. What are the Reporting Requirements for Companies Listed on the Technology Board?
To remain listed on the Technology Board, a listed company is required to:
a. file its quarterly accounts with the Exchange;
b. submit its audited annual financial reports and statements to the Exchange;
c. maintain the minimum float requirement of the relevant segment;
d. maintain the minimum corporate governance standards as prescribed by the Exchange; and
e. comply with other listing obligations as are required by the Exchange.
The creation of a specialized board on the Exchange for technology companies is truly commendable as it provides an avenue for the provision of visibility and the creation of fundraising opportunities for technology companies in Nigeria.
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.