MON, 16 MAY, 2022-theGBJournal | The Securities and Exchange Commission (SEC) has published new rules on Issuance, Offering Platforms and Custody of Digital Assets, and says the rules shall apply to all issuers seeking to raise capital through digital asset offerings.
According to the Commission, except in cases of follow-on offerings, all promoters, entities or businesses proposing to conduct initial digital asset offerings within Nigeria or targeting Nigerians, shall submit the assessment form and the draft white paper which shall contain relevant, complete and current information regarding the initial digital asset offering projects, business plan and feasibility study, and shall include brief description of the business of the issuer, Comprehensive information on how the proposed initial digital asset offering project will benefit investors and deepen the market, sustainability and scalability as well as brief description of the initial digital asset offering, the distributed ledger technology, value of each token, lock-up period (if any), returns, profits, bonuses, rights and/or other privileges (monetary and non-monetary) to the buyer of the token among other requirements.
The Commission also pegged the maximum amount to be raised from Digital Assets Offering within any continuous 12-month period at N10 billion.
‘’ The issuer shall demonstrate that the gross proceeds to be raised from the digital asset offering would be sufficient to undertake the project as proposed in the white paper’’ the Commission said, adding, ‘’ In the event that the amount raised is below the soft-cap, the Issuer shall refund all monies collected from the token holders within five (5) business days from the offer closing date.’’
SEC also set limits a person that may invest in an initial digital asset offering. It said, for qualified institutional and high net worth investors, no restriction on investment amount, and for retail investors, a maximum of N200,000 per issuer with a total investment limit not exceeding N2 million within a 12-month period.
SEC also set requirements for an applicant seeking to register as a DAOP that involves prescribed fees. Thus, for Filing/Application Fee – N100,000 (One Hundred Thousand Naira only), Processing Fee – N300,000 (Three Hundred Thousand Naira only), Registration fee – N30,000,000 (Thirty Million Naira only) and Sponsored Individuals Fee – N100,000 (One Hundred Thousand Naira only).
See attached for further details
Rules-on-Issuance-Offering-and-Custody-of-Digital-Assets
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