A Primer on the Rules For Setting Up Private Equity Funds in Nigeria

Setting up Private Equity Funds in Nigeria – A Primer

Many of the private equity funds set up by Nigerian sponsors are domiciled offshore.[1] However, the SEC in Nigeria has published rules relating to the formation of private equity funds in Nigeria. As of December 2021, only 10 private equity funds have been authorized in Nigeria. Whilst 8 out of the currently authorized private equity funds are structured as partnerships, only 2 are structured as trusts. Here are a few considerations for private equity fund managers looking to set up private equity funds in Nigeria.

1. Scope of Authorization

The SEC private equity rules regulate private equity fund managers at the fund level and at the manager level. This means that managers of private equity funds and each of the private equity funds formed are subject to authorization requirements in Nigeria.

2. Safe Harbors/Exemptions

The SEC private equity rules provide a safe harbor for private equity funds that are less than N1,000,000,000 (One Billion Naira) in investor commitments, meaning that private equity fund managers do not have to register private equity funds with a target investment size less than this threshold with the SEC.

3. Marketing Regulations

The SEC private equity rules authorize the SEC to review marketing documentation. Fund managers are therefore required to submit key marketing documents for review and approval by the SEC before marketing commences. However, the term “marketing” is not defined, and it would appear that the term does not have a specific meaning different from its ordinary meaning. There are no provisions regulating the pre-marketing activities of fund managers. There are also no provisions limiting the number of investors that can participate in a private equity fund. However, a private equity fund manager can only market to qualified investors[2].  

4. General/Public Solicitation

The SEC private equity rules are clear that private equity fund managers can only market their securities by way of private placement and not otherwise.

5. Authorization Fee  

On the fund level, the SEC private equity rules do not require fund managers to pay an authorization fee as part of the authorization process.

6. Minimum Share Capital

Fund manager entities are required to have a minimum paid-up share capital of N150,000,000 to qualify for authorization under the SEC private equity rules. Promoters are also required to obtain a Fidelity Bond Insurance covering at least 20% of the said minimum paid-up capital.

7. Promoter Regulation

Private equity fund promoters are also subject to credential and character evaluation as part of the authorization process. Promoters are required to have a minimum of 4 years post-graduation experience to perform their functions and are required to write the SEC exams to test their knowledge of securities laws and the Nigerian capital market. Amongst other requirements, promoters would have to undergo police clearance and obtain a clearance report certifying that the promoters are of good conduct and have no criminal history. Promoters who decide to register with the SEC are referred to as “Sponsored Individuals,” and there are to be a minimum of 3 Sponsored Individuals, one of which must be the Managing Director and another, the compliance officer, responsible for ensuring compliance with securities laws.

8. Investment Restrictions  

The SEC private equity rules prohibit private equity fund managers from investing more than 30% of the assets of a private equity Fund in a single investment.  

9. Reporting Obligations

The SEC private equity rules mandate that authorized private equity fund managers submit quarterly reports to the SEC. Such reports must contain information on (a) the total number of investors in a private equity fund; (b) the total commitment received from investors (c) the total commitment already drawn-down (d) the current investments of the private equity fund (e) the current value of the assets of the private equity fund and (f) the annual account/report of the private equity fund.

Additionally, the SEC private equity rules mandate authorized private equity fund managers to submit quarterly reports to all limited partners. Such reports must contain information on: (a) details of total commitments; (b) draw-down and distributions; (c) changes to investment strategy; (d) current and new investments; (e) detailed realization summary by investments; (f) valuation of each investments; and a (g) statement of benefits, fees and net management fee.  

For further inquiries, please reach out to your usual Balogun Harold contact or via support@balogunharold.com.

[1] In addition to understanding the rules around the formation of private equity funds, it would be prudent for first-time fund managers to have a thorough understanding of how private equity funds are structured, the motivations of all the key stakeholders in a private equity fund, industry best practices, and also the business and revenue models of private equity funds. To speak to our investment funds team regarding forming a private equity fund in an offshore jurisdiction or regarding a training session, please reach out via support@balogunharold.com.

[2] Qualified Investors are defined to include institutional investors and high-net-worth individuals.