Circular to Issuers on the Coronavirus (COVID-19) Pandemic: Extension of Time to File all Financial Statements and Waiver on Enforcement of the Provisions of Rules 20.8 of the Rules Governing Transactions with Related Parties or Interested Persons.
- Extension of Time to File all Financial Statements
We refer to The Nigerian Stock Exchange‘s (The Exchange) Circular of 23 March 2020, with reference number NSE/RD/LRD/CIR5/20/03/23 wherein Listed Companies were granted a sixty (60) day grace period for the submission of their Audited Financial Statement for the year ended 31 December 2019. Please be reminded that the revised due date for Listed Companies in this category is 29 May 2020.
Following on the said circular, The Exchange has also decided to extend the due date for the submission of the Audited Financial Statements for Listed Companies with 31 March year-end by sixty (60) days from 29 June 2020 to 28 August 2020.
Further to the provisions of Rule 17:20 (g): Financial Reporting and Periodic Disclosure, Rulebook of The Exchange, 2015 (Issuers’ Rules) which states that “an Issuer shall not announce its Interim Accounts without having first filed its last Audited Financial Statements and any contravention of this provision shall be deemed to be an unauthorized publication under the Rules”, a sixty (60) day extension is also hereby granted for the submission of quarterly returns as set forth in Table 1 below. Consequently, the due date for the submission of the Quarterly Financial Statement for all Listed Companies with reporting timelines during this period will be as follows:
- A waiver on Enforcement of the provisions of Rule 20.8 of the Rules Governing Transactions with Related Parties or Interested Persons
The Exchange hereby waives the enforcement of the above-mentioned provision of the Rules Governing Transactions with Related Parties or Interested Persons, which is delineated below, until further notice. This waiver is necessary in order to ensure that the operations of Listed Companies are not inadvertently constrained at this time.
- Rule 20.8: General Mandate
(a) An Issuer may seek a general mandate from securities holders for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate is subject to annual renewal.
Consequently, all Listed Companies that choose to enter into related party transactions that are within the purview of Rule 20.8 during this period of waiver of enforcement, are required to:
- Include every resolution proposal setting forth specific details on related party transactions in the Notice of Board Meetings, and obtain the approval of the Board before entering into any related party transactions within the purview of Rule 20.8. Provided that no transaction’s term shall exceed a term of longer than one financial year;
- Publish an announcement via The Exchange’s Issuers’ Portal within twenty-four (24) hours of the Board’s approval of each transaction, and the announcement shall describe each transaction with specific relevant details as may be required by The Exchange; and
- Disclose all such approved related party transactions as notes in its quarterly financial statements for the period in which they occur, and in the final accounts.
For further clarification on the above, please contact the Listings Regulation Department via [email protected].