An issuing house is a financial intermediary assigned to provide financial advisory services to companies, whether quoted or unquoted companies, federal government agencies, and government institutions with reference to investments especially when these companies or government institutions need additional funds to finance capital projects from the capital market.
The issuing house plays a vital role in the capital market as it also serves an acting agent of issuer for purposes of issuances of securities and schemes under the relevant provisions of the Act, CAMA or any other law, coordinating activities of other professionals and parties to an issue or scheme, Preparing the registration statement, the prospectus, the scheme document or any and other transaction documents.
Issuing houses have positive impacts and roles they play in Nigeria’s capital market, which are;
- Issuing houses provide investment advisory services to companies and would-be companies.
- Issuing houses assist companies and government institutions to raise working capitals especially those who need additional fund to finance capital project.
- Issuing houses are also saddled with the responsibility of issuing out bonds to seekers. Though there are requirements to be met before a bond can be issued out.
- Issuing houses assist companies seeking initial public offers or private placements.
- Issuing houses also perform any other roles ancillary to any of the above.
Below are the registration requirements of an Issuing House as stated in Rule 83 of SEC;
- An application for registration as an issuing house shall be filed on Form S.E.C. 3 contained in schedule III to these rules and regulations and shall be accompanied by:
(a) a minimum of 3 sets of duly completed Form S.E.C. 2 to be filed by the sponsored individuals;
(b) copy of certificate of incorporation certified by the company secretary. Where a copy not certified is filed, the applicant shall present the original for sighting by an authorized officer of the Commission;
(c) copy of Memorandum and Articles of Association certified by the Corporate Affairs Commission which shall include among others the power to act as issuing house;
(d) a copy of CAC Form containing particulars of the directors certified by the Corporate Affairs Commission.;
(e) copy of latest audited accounts or audited statement of affairs for companies in operation for less than one (1) year;
(f) profile of the company;
(g) fidelity bond representing 25% of paid-up capital;
(h) sworn undertaking to keep proper records and render returns;
(i) evidence of minimum paid-up capital of N150 million;
(j) any other document required by the Commission from time to time.
(2) The head of the issuing house activities must have practical experience in the packaging of public issues.
(3) The Commission shall within sixty (60) days after the filing of an application, subject to the compliance with all registration requirements, pursuant to the Act and these rules and regulations, make known its decision to either grant, or after appropriate notice and opportunity for hearing, deny registration to the issuing house, unless the application is withdrawn by the applicant.
(4) A notice under sub rule (3) of this rule shall contain the reasons why the Commission may not register an issuing house and shall stipulate the time (not being less than fourteen (14) days from the receipt of the notice) within which representations may be made to the Commission in respect thereof. The notice shall stipulate the time and place of the hearing referred to in sub rule (3).
The Association of Issuing Houses of Nigeria is a self-regulatory body established by S.E.C for the operations of the issuing house. The establishment of this association is to set professional and ethical standards for practitioners and promote professional integrity of every issuing house operator. Therefore, membership is opened to every institution that has been given the license to operate as an issuing house in Nigeria by S.E.C and other appropriate regulatory bodies.