Private Companies’ Notes (PCNs) are short-term debt instruments issued by corporate bodies. For medium to large, creditworthy Issuers/Promoters, it is a competitive alternative to bank loans, a way of raising working capital at short-term interest rates offering competitive returns to investors in compensation for the Issuer/Promoter’s credit risk. Issuers/Promoters/Sponsors seeking enrolment/noting privileges are encouraged to comply with the highest standards of corporate governance as may be prescribed by Private Markets or such other Applicable laws and imbibe the highest degrees of corporate discipline, transparency and accountability within the tenets of their operations.

PCNs are neither approved nor registered by the Commission. No application in respect of the enrolment/issuance of a PCN Programme/Issuance may be made to the Commission for registration of the securities or clearance of any document related to the enrolment, issuance, offer, transfer or sale of PCNs. They are issued by way of Private Placement and do not involve an invitation to the public. They may be interest-bearing or issued at a discount to face value, as may be determined by the Issuer/Promoter. A PCN is different from a CP in that the minimum size of a CP is NGN 100,000,000.00 and in multiples of NGN 50.00mm, while that of a PCN is NGN 50,000,000.00 and in multiples of NGN 10.00 mm. The CPs may be issued for tenors ranging between a minimum of 15 days and a maximum of 270 days, inclusive of any rollovers from the date of issue. A PCN can only be issued between a minimum of 30 days and a maximum of 365days, inclusive of any rollovers from the date of issue.

Characteristics of Private Companies Notes

• Multicurrency PCN Programmes may be enrolled on the PCS Portal. Such PCN Programmes may be supported by the Issuer’s foreign currency rating(s) provided by a credit rating agency registered or recognised in the Nigerian capital markets.
• The minimum size of a PCN Issue is ₦50,000,000.00 (Fifty Million Naira) and in multiples of ₦10,000,000.00 (Ten Million Naira) thereafter, or its equivalent for foreign currency PCN issues.
• The PCNs can only be issued between a minimum of 30 days and a maximum of 365days. The tenor can be rolled over upon mutual agreement between the issuer and the investor.

How Can MCL Help?

Meristem Capital Limited acts as a Financial Advisor or “Transaction Sponsors” on capital raising transactions such as noting of Private Companies’ Securities by advising the Company through the transaction process, assisting in preparing the required documentation requested by the FMDQ Private Markets, & reviewing same for accuracy and completeness, and liaising with the regulators to ensure speedy and hassle-free approvals, etc., amongst other services that would be provided.