ABOUT NASD
What is NASD PLC?
NASD Plc is a Securities Exchange registered by the Securities and Exchange Commission [“SEC”] to operate a formal Over The Counter [“OTC”] market in Nigeria. The acronym NASD was derived from the company’s origin – the “National Association of Securities Dealers”.
What Service Does NASD PLC Provide?
NASD Plc. provides trading platform where securities instruments not listed on any traditional exchange, registered by the Securities and Exchange Commission can be traded through licensed stockbroking houses. It also provides a regulated marketplace for OTC transactions where shareholders trade shares of unlisted public companies. It is a centralized source of liquidity and price discovery on unlisted public companies.
What is the ownership Structure of NASD PLC?
NASD is currently owned by fifty-nine (59) capital market operators in Nigeria and has an authorized Share Capital of N500 Million. Being a public company however, the shares are freely transferable to any interested investor and may be bought on the OTC market when available.
How is NASD Different From NSE and FMDQ?
NASD is the only licensed Over-The-Counter Exchange in Nigeria and operates an Investor inclusive market. NASD market rules are designed to accommodate current market needs. NASD focuses on equities with the flexibility to accommodate other products such as commercial papers.
ABOUT THE NASD OTC MARKET
What is the NASD OTC Platform?
The NASD OTC Platform is an electronic inter-dealer quotation system that displays historical price data, current price quotes, and market depth information on all long term securities registered by the Securities and Exchange Commission but not listed on any other exchange in Nigeria. The platform provides an avenue for securities to be traded without the issuer being listed thereby providing more transparency and ultimately liquidity to the shareholder and the capital market in general.
What are the modes of Admission on the NASD and Categories of company admitted on NASD?
All instruments of Public Unlisted Companies are accommodated on the OTC Market via any of the two modes of admission on NASD. The modes of admission on NASD are:
• Security Admission. This process is Investor-led. Shareholders of a Public Unlisted Company {“Issuer/Company”] whose shares are not listed on any other Exchange and wish to trade their shareholding shall appoint a Participating Institution i.e. Broker/Dealer to introduce the securities to NASD. This mode of admission does not require active participation of the Issuer. A partial dematerialization of the Company’s register with CSCS i.e. the Investor’s shareholding shall be dematerialized into CSCS is required.
• Company Admission. This process is Issuer-led, and the shares of the Company is not listed on any other registered Exchange. The issuer shall appoint a Participating Institution i.e. Accredited Issuing House. This mode of admission requires active participation/compliance of the Issuer. The full register of the Company is dematerialized with CSCS.
How long does it take to admit a Security to trade on NASD OTC market?
Between one and two weeks (subject to compliance with the Rules and requirements) depending on the mode of admission.
What are the admission requirements for companies?
The requirements for admitting a company and security on the NASD OTC market is available here and here on NASD official website. Companies are placed into one of three categories; the Blue tier, the Pink tier, and the Red tier depending on the level of disclosure which a company has provided to the market. Companies that are backed by high levels of corporate governance and current audited financial statements are placed in the Blue category; companies with low levels of governance are placed in the pink Category while companies who are not compliant are placed in the Red category.
Does NASD have any regulatory oversight on the admitted securities on NASD?
NASD as a Self-Regulatory Organization [“SRO”] has regulatory oversight function over all admitted securities as well as eliciting ongoing disclosure requirements from the admitted securities. The regulatory function NASD plays depends on the mode of admission. Under Security admission, the Company is not obligated to comply with NASD Rules but encouraged to disclose corporate action notices and financial statements; while under Company admission, the Company signs an undertaking to comply with the Rules and Regulation of NASD.
NASD facilitates internet trading, what security is in place to protect the integrity of the deals?
NASD platform has encrypted login access, security certificates, clustering, and replication of environment for continuous market availability.
Who regulates the NASD OTC market?
The NASD Securities Exchange is regulated by the Securities and Exchange Commission [“SEC”] and is also a Self-Regulatory Organization [“SRO”].
Who are the operators in the NASD OTC market?
1. Brokers, Broker/Dealers Firms registered with NASD introduce securities and make market (either buy or sell). Kindly click here to view a list of all Licensed Broker/Dealer Firms.
2. Accredited Issuing Houses are licensed with NASD to provide financial and Investment advice to Issuers about participating on the OTC market. Kindly click here to view a list of accredited issuing houses.
3. 6 Settlement banks act on behalf of the Broker/ Dealers to ensure that all deals are settled and paid for on the appropriate transaction date. Kindly click here to view appointed settlement banks.
4. The Central Securities Clearing System [“CSCS”] is the central depository for NASD OTC market and ensures completion of delivery of transactions.
What are the official trading hours on the NASD OTC market?
Trades can be executed on NASD OTC market between the hours of 10.00 a.m. and 3.00 p.m. on weekdays (except for public holidays)
What rules guide transaction on NASD OTC market?
The rules and regulations of the NASD OTC market are designed to protect investors, regulate the activities of Participating Institutions, and create an orderly environment for efficient trading of unquoted securities. This is readily available and accessible on the NASD official website here.
What are the benefits of participating/trading on NASD?
– Transparency in trade which enhances investors’ confidence.
– A centralized platform for price discovery
– A source of long-term funding for companies
– Access to broad range of asset classes » Access to specialized market data
– Innovation of new and unique investment solutions
– Increased corporate visibility which brings economies and savings.
– Improved investor / Shareholder relations
How will NASD monitor trade activity on the OTC market?
NASD’s administrative control facility carries out surveillance on market activities. Trader activity is actively monitored both on and off the trading platform.
Are there penalties for defaulting participating Institutions?
The integrity of the market is critical to the continued growth of OTC market in Nigeria. Defaulters will face sanctions, fines and/or suspension from trading as may be imposed by the NASD Disciplinary Committee.
How are trade disputes settled by NASD?
NASD has established a Disciplinary Committee to handle disputes on the market and have put in place rules and regulations guiding market activity. Investors can submit complaints or report any market infraction directly to NASD or via email to whistleblowing@nasdng.com.ng. The Disciplinary Committee shall investigate the complaints, give both sides an opportunity to be heard and decide on the issue.
What is the difference between transfer and trading?
Transfer and trading refer to the same thing, the two words both mean change of ownership of a share certificate.
How can individuals, Investors, Journalist access NASD OTC Market Data?
While daily information/data of the NASD OTC Market can be accessed on the official website www.nasdng.com, historical market data/information can be accessed on the NASD Data portal on a subscription plan.
Dividend related enquiries?
All enquiries on dividends of the admitted securities on NASD OTC Market are to be routed/channeled through the registrars of these companies or via your brokers.
Is there a central database to identify the Companies listed on the NSE and NASD?
Upon receipt of an application for Admission, NASD undertakes due diligence activities to ensure the securities are registered with the Securities and Exchange Commission; and are not listed on any other Exchange.
Can an Investor appoint the same Brokerage firm to transact on its behalf on NASD and NSE?
Yes. However, the Brokerage firm shall not co-mingle accounts; separate accounts will be opened to operate on the two markets.
SECURITIES TRADED ON THE NASD OTC MARKET
What securities are tradable on NASD OTC Market?
All unlisted securities of public companies registered with Securities and Exchange Commission are tradable on NASD OTC Market.
What is a public unlisted equity?
A public unlisted stock is a unit of share of a public limited company [“Plc”] that is not quoted on the board of any registered exchange in Nigeria. It is often referred to as share.
What if the security of a public company is not registered with Security and Exchange Commission?
Section 54 (1) of the Investment and Securities Act states that “All securities of public companies and all Investments of a collective investment scheme shall be registered with the Commission under the terms and conditions contained herein”. Accordingly, NASD will not trade the securities of public companies that are not registered with the Commission. Such securities contravene investment laws, attract penalties, and may expose the investor to undue risk. The issuer of such securities should immediately register the securities with the Commission. Once the Commission has registered the securities, they can then be traded on the NASD OTC market
Can securities listed on other exchanges be traded on NASD OTC market?
Equities listed on any registered exchange in Nigeria will not be traded on NASD.
What happens when a security that was trading on the OTC market gets listed on another exchange?
By default, all securities of public companies not quoted on another exchange qualify to be traded on the NASD OTC market. Once a security has been approved for listing on another exchange, that exchange will inform NASD in writing that the security in question is about to be listed. Upon receipt of this written notification, NASD will proceed to delist the security from its market.
Where can I get a list of all the traded securities on NASD OTC market?
A comprehensive list of all the securities trading on the NASD OTC market is available on our website under the menu “Market > Securities Trading” Section. Kindly click here to view admitted securities on NASD OTC Market.
How do I get financial records of companies that are trading on NASD OTC market?
This information is readily available on the website under the menu “Market > Admitted Securities > Find out more” (please click here to view Admitted Securities) which depicts the Logos’ of the Companies trading on the NASD OTC Market. This information is also available on the NASD Data Portal which can be accessed by subscription. Click here to visit the NASD Data Portal.
PRICING AND TRADING ON THE NASD OTC MARKET
How Are Prices of Securities Determined on The NASD OTC Market?
NASD employs the Value Weighted Average Pricing [“VWAP”] Methodology to determine daily closing prices for trading securities. VWAP is dividing total value of traded for a security during the trading day by the total volume traded on the same day. The value arrived at would be the closing price of that security for the trading day. For more details refer to our Market Circular 31 here.
How will trade on NASD OTC market be settled?
All trades will be settled through Central Securities Clearing System [“CSCS”] on T+3 settlement cycle (that is, Transaction date plus three days).
Do I need to open a separate CSCS account for my transactions on NASD OTC Market?
Yes, to operate on the NASD OTC Market you are required to open/operate a separate trading account i.e. NASD Account for your transactions on the NASD OTC Market. Contact your broker for assistance.
Does NASD assist in the valuation of Securities upon admission?
No, the Participating Institution who leads an introduction is required to undertake an independent valuation of the securities to ascertain the reference/initial price of the security to be admitted.
How can I buy or sell unlisted securities on NASD OTC market?
To buy or sell shares on NASD OTC market, potential investors should contact any of our licensed Participating Institutions; a list of which is available on the website under Menu “Members & Partners > Participating Institutions > Issuing House”. For ease of reference, click here
Will price movements be restricted to a daily percentage on stocks?
Yes. NASD operates a 10% +/- price bands as prices will be determined solely by the forces of demand and supply.
How can investors monitor price movements on NASD OTC Market?
Price movements are reflected in the market index which can be accessed on the NASD official website as well as records of daily movements are also available on the NASD market ticker on our website. The Daily Market summary allows the public see volumes traded and the deal prices. This information can also be accessed on the NASD Data Portal on subscription.
Does NASD act as a central counter party?
No, NASD is an organized market that provides a platform where all unquoted securities can be traded between sellers and buyers on behalf of the investors. All trades on the platform are executed by NASD licensed Participating Institutions.
Does NASD invest directly in instruments traded on its platform?
No. NASD Plc is a neutral operator in the financial markets. It only provides platforms for trades to be established
Is there a free float requirement on the NASD OTC market?
There is a 10% free float requirement for admitted companies. No such requirement exists for companies whose securities are merely admitted to trade.
How does NASD reflect corporate actions on securities that are trading on the OTC market?
As soon as NASD becomes aware of the information, it will announce the corporate actions of securities trading on the OTC Market on the website and advise all relevant stakeholders i.e. Central Securities Clearing Systems [“CSCS”]. The NASD Corporate Calendar which is available on the website under Menu “Market > Corporate Calendar” also depicts corporate actions notices for each financial year. Kindly click here to view the corporate calendar
Can securities traded on NASD OTC platform be used as collateral?
Yes. Lenders will be pleased to learn that OTC trading stocks qualify for lien arrangements. NASD provides universally acceptable prices as a reference while the CSCS will hold dematerialised shares according to the terms of the borrower / lender agreement. For a full list of NASD OTC licensed stockbrokers who can structure your lien arrangement please navigate to: Market > Participating Institution > Broker/Dealer Firms on our website. Kindly click here and here to view List of Broker & Broker/Dealer Firms.
INSTRUMENTS TRADABLE ON THE NASD OTC MARKET
What are securities?
Securities are financing or investment instruments that are bought and sold in the financial markets, such as equity, bonds, notes, options, collective investment schemes, mutual funds, Real Estate Investment Trusts (REITS).
What is equity?
Equity is a stock or any other securities representing an ownership interest in a company. These are usually broken down into units with nominal values attached.
What is bond?
A Bond is an instrument of indebtedness of the bond issuer to the holders. It is a debt security, under which the issuer owes the holders a debt and, depending on the terms of the bond, is obliged to pay them interest (the coupon) and/or to repay the principal at a later date, termed the maturity.
What is Collective Investment Scheme [“CIS”]?
Collective Investment Scheme is a way of investing money alongside other investors to benefit from the inherent advantages of working as part of a group. This allows for sharing of risks and returns for the underlying investments of the scheme
What are derivatives?
Derivatives are financial instruments which derives its value from the underlying entities such as asset, index, or interest rate. It has no intrinsic value.
What are mutual funds?
A Mutual Fund is a type of professionally managed collective investment vehicle that pools money from many investors to purchase securities. It could be on an “open-ended,” meaning investors can buy or sell shares of the fund at any time or close ended
What are Real Estate Investment Trust Scheme (REITS)?
REITS is a vehicle that invests in the ownership and management of a pool of real estate assets and mortgages, and packages them as tradable securities into which individual investors can subscribe.
How does NASD trade “linked notes and other derivatives?
The securities of linked notes will go through the same process of dematerialisation and admission to trade on NASD OTC market as regular equities. Any modifications to the process will be communicated to the client ahead of the trade.
QUESTION REQUEST
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