NIGERIA Law and Practice Contributed by: Isa Alade, Seyi Bella, Ayodele Adeyemi-Faboya and Ayomikun Ogunkanmi, Banwo & Ighodalo
sions of the CAMA, the ISA and the SEC Rules. A company may be listed on the Main Board, the Premium Board, the Technology Board or the Growth Board of the NGX. In addition, the main board of the NGX has three listing standards that apply to companies seeking to list on the Main Board. The NGX Rulebook also stipulates other listing requirements for companies seeking to be listed on the Premium Board, the Growth Board and the Technology Board. Furthermore, the FMDQ Bond Listing and Quo - tation Rules December 2014 provides for the listing standards for the quotation of securities for companies, mutual funds, exchange-traded funds, and mortgage-backed and asset-backed securities on the FMDQ. Meanwhile, the NASD OTC Market Rules sets out the requirements for a company seeking to be listed on the NASD OTC Securities Exchange. Also, private companies seeking to note securi - ties on the FMDQ Private Companies’ Securities Information and Distribution Portal must com - ply with the requirements of the following rules issued by the FMDQ Private Markets, depending on the type of security: • Private Companies’ Bonds Noting Guidelines June 2021; • Private Companies’ Notes Noting Guidelines June 2021; • Sukuk Noting Guidelines June 2021; and • Private Companies’ Equities Noting Guide - lines April 2022. 6.5 Order Handling Rules No general order-handling rules apply to deal - ers in the Nigerian capital markets regulatory sphere, as each exchange is expected to issue its order-handling rules. By way of example, the NGX Order Handling Rules regulate order han -
dling and execution for dealing members. These rules provide that when executing a client’s order, a dealing member must take into account the following criteria for determining the relative importance of the execution factors: • the characteristics of the client (including the categorisation of the client as retail or institu - tional); • the characteristics of the client order; and • the characteristics of securities subject to that order (including expected return, risk, liquidity and volatility). 6.6 Rise of Peer-to-Peer Trading Platforms Peer-to-peer trading platforms are subject to the same regulatory regime as centralised trading platforms. However, decentralised peer-to-peer trading platforms have emerged as an alterna - tive to traditional players, especially when the regulatory environment prevents traditional play - ers from effectively participating. A good example of the foregoing is the use of peer-to-peer trading platforms to fund and withdraw from accounts held with cryptocur - rency exchange platforms. It should be recalled that the crypto ban was in place until December 2023, thereby forcing traders in cryptocurrency to embrace peer-to-peer trading platforms to allow inflow and outflow of monies without the risk of having their bank accounts closed down. However, peer-to-peer cryptocurrency trading platforms will be regarded as either VASP and/ or DISP under the ARIP. 6.7 Rules of Payment for Order Flow No rules or regulations expressly permitting or prohibiting payment for order flow. However, the NGX Order Handling Rules provide that each dealing member must execute its client’s spe -
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