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Transactions

Capital Markets

Advice to issuers, issuing houses and investors on equity and debt offers, listings, funds and compliance with the Investments and Securities Act 2025.

Overview

Raising capital from the public is closely regulated. We help issuers and capital market operators plan transactions that meet the requirements of the Securities and Exchange Commission and the exchanges, and keep them compliant after closing.

We advise on initial public offerings, rights issues, offers for sale, corporate and state government bonds, sukuk, commercial paper and the formation of collective investment schemes. Our work includes due diligence, drafting prospectuses and offer documents, securing regulatory approvals and listing on the Nigerian Exchange and FMDQ.

The Investments and Securities Act 2025 replaced the 2007 Act and widened the Commission’s remit, including over digital assets and commodity exchanges. We help clients understand how the new Act and the SEC Rules affect existing structures, disclosure obligations and the registration of capital market operators.

What we do

  • Initial Public Offerings (IPOs)

    Advising companies on the legal and regulatory requirements for launching successful IPOs.

  • Corporate Bonds

    Structuring and facilitating corporate bond issuances to help companies raise capital efficiently.

  • Government Bonds

    Providing legal counsel on the issuance and regulation of government bonds.

  • Eurobonds

    Assisting in the issuance of Eurobonds to access international capital markets.

  • Convertible Offerings

    Advising on the structuring and issuance of convertible bonds and other hybrid instruments.

  • Equity Offers for Sale

    Guiding clients through the process of equity sales and related regulatory compliance.

  • Rights Offerings

    Assisting companies with rights issues to raise additional capital from existing shareholders.

  • Fund Formations and Offerings

    Structuring and launching investment funds, including private equity and hedge funds.

  • Listings on National and International Stock Exchanges

    Advising on the legal and regulatory requirements for listing on various stock exchanges globally.

  • Prime Brokerage and Custody Arrangements

    Providing legal support for prime brokerage services and custody arrangements.

  • Global Depositary Receipts (GDRs)

    Facilitating the issuance and regulation of GDRs to access international investors.

  • Demutualization of Stock Exchanges

    Assisting with the transformation of stock exchanges from mutual to publicly traded entities.

  • Securitizations

    Structuring securitization transactions to convert illiquid assets into marketable securities.

  • Establishing and Developing Trading Platforms

    Advising on the creation and operation of trading platforms for various financial instruments.

  • Privatization Offerings

    Guiding the privatization process of government-owned enterprises through public offerings.

  • Commercial Paper Offerings

    Structuring and issuing commercial papers for short-term financing needs.

  • Block Trades (Single Tranche and Multi-Tranche)

    Facilitating large block trades in equity and debt securities.

  • Green Bonds

    Advising on the issuance of green bonds to finance environmentally sustainable projects.

  • Climate Financing

    Providing legal support for financing projects aimed at combating climate change.

  • Bond Issuance by Government and Subnationals

    Assisting with bond issuances by local and regional governments.

  • Sukuk

    Structuring and issuing Sukuk (Islamic bonds) to ensure compliance with Shariah law.

FAQs

The Securities and Exchange Commission. A public offer must be registered with the Commission before it opens, and a listing also needs the approval of the exchange concerned.

The 2025 Act repealed the 2007 Act. Among other things it brings digital assets and commodity exchanges within the SEC’s oversight, strengthens enforcement powers and updates the rules on collective investment schemes.

Yes, subject to the Investments and Securities Act, the Debt Management Office’s approval process and the state’s own borrowing laws. We advise both state issuers and the investors subscribing to their bonds.
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