NSE Concludes Demutualisation  With SEC, CAC Approvals

Nig. Stock Exchange

The Nigerian Stock Exchange (NSE) has received final approvals of its demutualisation plan from the Securities and Exchange Commission (SEC) and Corporate Affairs Commission (CAC)

respectively. With these approvals, The Exchange has now completed its demutualisation process.
Under the demutualisation plan, a new non-operating holding company, the Nigerian Exchange Group Plc
(‘NGX Group’) has been created. The Group will have three operating subsidiaries, namely: Nigerian Exchange
Limited (NGX Limited), the operating exchange; NGX Regulation Limited (NGX REGCO), the independent
regulation company; and NGX Real Estate Limited (NGX RELCO), the real estate company. All the entities
have been duly registered at the CAC.
Otunba Abimbola Ogunbanjo, NSE Council President, said: “Successful demutualisation was one of my
fundamental objectives when I assumed the Presidency of The Exchange. The SEC’s decision today to
approve the NSE’s demutualisation plans brings this aspiration to a successful conclusion in a process that
included the passage of the Demutualisation Act through the National Assembly. We are elated that this
milestone has been achieved as we celebrate the 60th anniversary of the commencement of trading at the
Exchange and now look forward to the future public listing of its shares on NGX Limited. On behalf of the
NSE, I would like to warmly thank all those that have worked assiduously to achieve this watershed event on
our journey to make the NSE a multifaceted exchange that extends across various markets and geographical
regions.”
The approvals by the SEC and CAC signify that the NSE can now activate its Transition Plan to a new
operational structure and holding company. The extensive Transition Plan, taking the Group and its
subsidiaries through to full Operational Launch, covers legal and practical changes to enable the functioning
of the new corporate structure, with no loss of service and a seamless transition for market participants. The
Transition Plan will also see the inauguration of Boards for each of the new entities, staff reallocation to their
respective functions within the operating subsidiaries, operationalisation of business plans and budgets,
technology systems transfer, and the requisite arm’s length agreements between the entities. Upon
Operational Launch, the Group’s new brands, including a new website, will be unveiled and the Group will
be in position to execute on its strategic vision. Stakeholders, including our new valued shareholders will
benefit from The Group’s enhanced Corporate Governance framework, access to capital to fund strategic
developments and a more globally competitive Exchange.
The approvals also enable the shares of NGX Group Plc, which have been registered with the SEC, to be
allotted to the membership pursuant to the Court approved Scheme of Arrangement. Ahead of its listing on
NGX Limited, the shares of NGX Group Plc will be available for bilateral trades to be executed in line with
extant rules and regulations of the Nigerian capital market. Otunba Ogunbanjo will serve as the inaugural
Chairman of NGX Group Plc’s Board of Directors.
Oscar N. Onyema, the new Group CEO of NGX Group Plc, said: “The Nigerian capital markets should play a
role commensurate with Nigeria’s status as Africa’s largest economy. At the Nigerian Stock Exchange, we
have a vision that the new group will become the premier exchange hub for Nigerian businesses and for the
African economy. We are implementing a series of measures towards this goal, demutualisation being a
critical milestone. The completion of demutualisation is a truly significant moment, and we welcome the new
possibilities that have opened up for us today.”
Demutualisation of the NSE is pivotal in that it creates new strategic opportunities that will enable the Group
realise its vision of becoming Africa’s leading capital market infrastructure provider. The creation of a holding
company and a new capital structure will also enable NGX Group Plc to form new dynamic relationships,
drive strategic partnerships and gain capital raising flexibility. It will be recalled that NSE members approved
at its last AGM, the listing by introduction of NGX Group Plc on NGX Limited