SEC’s Proposed Regulations Could Transform VC Fund Management in Nigeria
Detailed Breakdown:
The Nigerian Securities and Exchange Commission (SEC) is proposing new rules that would require venture capital (VC) fund managers to play a more hands-on role in managing the companies they invest in. Previously, VC firms were required to serve as general partners in their investee companies, but the updated regulation would transfer that responsibility to the fund managers themselves.
For example, while the Norrsken Foundation—a major investor in African startups—won’t need to be a general partner in its Nigerian portfolio, the managers of its Africa-focused fund, Norrsken Africa Seed Fund, will be directly involved in managing these investee firms.
The private equity team at Udo-Udoma & Belo-Osagie points out that these new rules may introduce “operational complexities,” as fund managers will need specialized expertise to manage the businesses they invest in.
Key Regulatory Changes:
1. Redefining VC and PE Funds as Collective Investment Schemes (CIS):
SEC’s draft outlines VC and private equity (PE) funds as collective investment schemes, applying new disclosure and operational requirements similar to those for CISs. This shift may lead to what some experts consider “inappropriate regulatory requirements” for VC funds, which operate differently than traditional CISs.
2. Prospectus Requirement:
VC funds raising capital may now be required to issue a prospectus. This document should include a summary of the offer, details about directors and key stakeholders, past performance, investment strategies, and exit plans, alongside financial statements and projections.
3. Change in Fee Calculation:
SEC suggests shifting the basis for calculating annual regulatory fees from net asset value (NAV) to total assets under management (AUM). This change aims to reflect the full scope of a manager’s responsibilities.
4. Exemptions for Small PE Funds:
Only PE funds with assets exceeding N5 billion must register with the SEC. Smaller funds, targeting micro and small businesses, need only a “no objection” approval, reducing their regulatory burden.
5. Semi-Annual Reporting Requirement:
PE fund managers would need to provide detailed reports to investors at least twice a year, including financial commitments, investment valuations, fee breakdowns, and updates on each portfolio company.
This regulatory overhaul aims to increase oversight and transparency within Nigeria’s VC and PE industries, yet it may also introduce additional challenges for fund managers adapting to these responsibilities.
Detailed Breakdown:
The Nigerian Securities and Exchange Commission (SEC) is proposing new rules that would require venture capital (VC) fund managers to play a more hands-on role in managing the companies they invest in. Previously, VC firms were required to serve as general partners in their investee companies, but the updated regulation would transfer that responsibility to the fund managers themselves.
For example, while the Norrsken Foundation—a major investor in African startups—won’t need to be a general partner in its Nigerian portfolio, the managers of its Africa-focused fund, Norrsken Africa Seed Fund, will be directly involved in managing these investee firms.
The private equity team at Udo-Udoma & Belo-Osagie points out that these new rules may introduce “operational complexities,” as fund managers will need specialized expertise to manage the businesses they invest in.
Key Regulatory Changes:
1. Redefining VC and PE Funds as Collective Investment Schemes (CIS):
SEC’s draft outlines VC and private equity (PE) funds as collective investment schemes, applying new disclosure and operational requirements similar to those for CISs. This shift may lead to what some experts consider “inappropriate regulatory requirements” for VC funds, which operate differently than traditional CISs.
2. Prospectus Requirement:
VC funds raising capital may now be required to issue a prospectus. This document should include a summary of the offer, details about directors and key stakeholders, past performance, investment strategies, and exit plans, alongside financial statements and projections.
3. Change in Fee Calculation:
SEC suggests shifting the basis for calculating annual regulatory fees from net asset value (NAV) to total assets under management (AUM). This change aims to reflect the full scope of a manager’s responsibilities.
4. Exemptions for Small PE Funds:
Only PE funds with assets exceeding N5 billion must register with the SEC. Smaller funds, targeting micro and small businesses, need only a “no objection” approval, reducing their regulatory burden.
5. Semi-Annual Reporting Requirement:
PE fund managers would need to provide detailed reports to investors at least twice a year, including financial commitments, investment valuations, fee breakdowns, and updates on each portfolio company.
This regulatory overhaul aims to increase oversight and transparency within Nigeria’s VC and PE industries, yet it may also introduce additional challenges for fund managers adapting to these responsibilities.