NASD OTC Securities Exchange is seeking to raise ₦12 billion through a rights issue as the company moves to strengthen its capital position, upgrade its trading infrastructure and expand investments.
Under the offer, NASD will issue 480 million ordinary shares of ₦1 each at ₦25 per share, with existing shareholders entitled to four new shares for every five shares held as of the qualification date.
The capital raise is designed to help the securities exchange meet regulatory recapitalisation requirements while providing additional financial capacity for its growth plans and strategic initiatives.
If fully subscribed, the offer will increase NASD’s issued shares from 600 million to 1.08 billion ordinary shares, while its post-issue market capitalisation is projected at ₦27 billion, based on the ₦25 offer price.
NASD Expects ₦11.72bn Net Proceeds
Although the rights issue is targeting ₦12 billion in gross proceeds, NASD expects to receive approximately ₦11.724 billion after transaction expenses estimated at ₦275.875 million.
The company’s funding plan shows that portfolio investments will receive the largest allocation.
NASD plans to deploy ₦8.174 billion, representing 68.12 per cent of net proceeds, into portfolio investments in lieu of future market-development activities.
Another ₦3.25 billion, or 27.08 per cent, will be used as working capital over an 18-month period.
The exchange has also earmarked ₦300 million, representing 2.50 per cent of net proceeds, for its cloud trading systems and associated support over 12 months.
The allocation to technology comes as securities exchanges and other capital-market operators increasingly depend on digital infrastructure for trading, market information, settlement connectivity and investor access.
For NASD, investment in cloud-based trading systems could provide additional technological capacity as it seeks to expand its operations.
Recapitalisation Drives Capital Raise
The rights issue comes amid broader efforts within Nigeria’s capital market to strengthen operators’ financial positions.
NASD’s prospectus specifically identifies meeting regulatory recapitalisation requirements as one of the reasons for the transaction.
Unlike a public offer targeted at a broader pool of investors, a rights issue gives existing shareholders the opportunity to purchase additional shares, generally in proportion to their existing holdings.
The structure therefore gives NASD shareholders an opportunity to maintain or increase their ownership positions while providing the company with fresh equity capital.
Profit Falls Despite Stronger Equity
The fundraising also comes after NASD recorded a decline in profitability in 2025.
According to financial information contained in the prospectus, turnover stood at ₦1.123 billion in 2025, marginally below the ₦1.137 billion recorded in 2024.
Profit after tax declined more sharply to ₦263.394 million, compared with ₦408.787 million in 2024.
Despite the decline in earnings, total equity increased from ₦917.246 million in 2024 to ₦1.081 billion in 2025.
The numbers suggest NASD enters the capital raise with a stronger equity position but weaker year-on-year profitability, putting additional focus on how effectively the new capital will be deployed.
Four Issuing Houses Coordinate Offer
Anchoria Advisory Services Limited is serving as Lead Issuing House for the transaction.
Greenwich Capital Markets Limited, Capital Bancorp Plc and Capital Assets Limited are serving as Joint Issuing Houses.
For shareholders, the eventual impact of the capital raise will depend partly on whether the fresh funds help NASD expand revenue, improve operating efficiency and strengthen its position within Nigeria’s capital-market infrastructure.
The rights issue nevertheless gives the exchange additional financial room to pursue its technology and investment strategy while meeting regulatory capital requirements.
If the full ₦12 billion is raised, NASD’s share base will expand by 80 per cent, from 600 million to 1.08 billion shares.
The next focus will therefore be on investor participation in the rights issue and NASD’s execution of the investment programme outlined in its prospectus.
