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Aluko & Oyebode is pleased to have acted as sole legal adviser to The Nigerian Stock Exchange (“The Exchange”) in connection with the demutualisation and restructuring of The Exchange. The demutualisation process, which was effected pursuant to the Demutualisation of The Nigerian Stock Exchange Act, 2018 via a Scheme of Arrangement sanctioned by the Federal High Court of Nigeria (the “Scheme”), has received final approvals from the Corporate Affairs Commission and Securities and Exchange Commission (SEC).

The Scheme involved the conversion of The Exchange from a company limited by guarantee to a public company limited by shares, and the reregistration of The Exchange as Nigerian Exchange Group Plc, a non-operating holding company with three operating subsidiaries namely: (i) Nigerian Exchange Limited; (ii) NGX Regulation Limited; and (iii) NGX Real Estate Limited.

Further to the demutualisation, the trading business of The Exchange would be transferred to Nigerian Exchange Limited, a licensed securities exchange; while the regulatory functions of The Exchange would be undertaken by NGX Regulation Limited, which is registered with the SEC as a self-regulatory organisation. NGX Real Estate Limited would be responsible for managing real estate assets within the Group.

The demutualisation of The Exchange, a first in Nigeria, is a landmark transaction that has generated intense global interest. The demutualisation is critical for the development of the Nigerian capital market, as it will enable The Exchange gain new strategic partnerships, achieve capital raising flexibility and improve its operational efficiencies with a view to accomplishing its vision of becoming Africa’s leading capital market infrastructure provider. The demutualisation is also expected to deepen the investor base of The Exchange as it unlocks opportunities for domestic and institutional investors to realise significant economic value.

The Firm’s transaction team was led by Capital Markets Partners, Olubunmi Fayokun, and Ayodeji Oyetunde, with Joke Aliu, Cephas Caleb, Abisola Akinyemi, and Damilola Adesanya.