The Public Offer Agreement is a crucial document used when a company wishes to offer securities to the public in Nigeria. It serves as the primary legal instrument for public offerings, whether for initial public offerings (IPOs), follow-on offerings, or other types of public securities offerings. The document must strictly comply with Nigerian securities laws, particularly the Investment and Securities Act 2007 and SEC regulations. It includes comprehensive details about the offering, the issuing company, risk factors, financial information, and regulatory compliance matters. This agreement is essential for companies seeking to raise capital from the public markets and provides potential investors with all material information needed to make informed investment decisions. The document's structure and content are heavily regulated to ensure transparency and protect investor interests in the Nigerian market.
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1. Parties: Identification of the offeror (company/issuer) and a general description of the target investors/offerees
2. Background: Context of the public offer, company overview, and purpose of the offering
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. The Offer: Detailed description of what is being offered, including type of securities, price, and quantity
5. Offer Period: Timeline of the offer, including opening and closing dates, and any potential extensions
6. Application Process: Procedures for submitting applications, minimum subscription requirements, and payment terms
7. Allocation Policy: Rules and methodology for allocating securities in case of oversubscription
8. Payment Terms: Details of payment methods, timing, and handling of subscription funds
9. Representations and Warranties: Statements of fact and assurances from the issuer regarding the company and the securities
10. Risk Factors: Disclosure of all material risks associated with the investment
11. Rights and Obligations: Rights attached to the securities and obligations of both issuer and investors
12. Regulatory Compliance: Statements of compliance with relevant Nigerian laws and regulations
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
14. Notices: Methods and requirements for official communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Underwriting Arrangements: Include when the offer is underwritten, detailing the underwriter's obligations and terms
2. Lock-up Provisions: Include for IPOs or when existing shareholders are restricted from selling their shares
3. Corporate Governance: Include when offering voting shares or when corporate governance changes are part of the offer
4. Dividend Policy: Include when offering equity securities with dividend rights
5. Tax Considerations: Include when there are specific tax implications for investors
6. Foreign Investment Provisions: Include when the offer is open to foreign investors
7. Share Capital Reorganization: Include when the offer involves changes to the company's share capital structure
1. Application Form: Standard form for investors to subscribe to the offer
2. Company Financial Statements: Recent audited financial statements and financial projections
3. Corporate Information: Detailed information about the company's history, directors, and corporate structure
4. Terms of Securities: Detailed terms and conditions of the securities being offered
5. Compliance Certificates: Copies of relevant regulatory approvals and compliance certificates
6. Material Contracts: Summaries of material contracts affecting the offer
7. Valuation Reports: Independent valuation reports if applicable
8. Pro Forma Financial Information: Financial information showing effect of the offer on the company
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