Terms of Use

Introduction

These Terms of Use (“Terms”) govern your access to and use of the Coronation Public Offer Subscription Portal (the “Platform”), a digital platform operated by Coronation Securities Limited, a company incorporated under the laws of the Federal Republic of Nigeria and licensed/authorized by the relevant regulatory authorities to provide the services described on the Platform.

The Platform is designed to facilitate electronic participation in public offers, including Initial Public Offerings (“IPOs”), Rights Issues, Offer for Subscription and other securities offerings made available through the Platform (collectively, “Public Offers”).

By accessing, registering on, or using the Platform, you acknowledge that you have read, understood, and agreed to be bound by these Terms, together with any applicable offer document, prospectus, application terms, privacy notice, risk disclosures and other applicable terms displayed on the Platform.

Definitions

For purposes of these Terms:

“Applicant” or “User” means any person who accesses, registers on, or uses the Platform for the purpose of participating in a Public Offer.
“Application” means an electronic application submitted by a User through the Platform to subscribe for securities pursuant to a Public Offer.
“Issuer” means the company or other entity whose securities are being offered to the public.
“Offer” or “Public Offer” means an invitation or offer to the public to subscribe for or purchase securities in accordance with applicable Nigerian law and the relevant offer documentation.
“Offer Document” means the prospectus, offer memorandum, programme memorandum, pricing supplement, application form, abridged prospectus or other document approved or authorized by the relevant regulatory authority in respect of an Offer.
“Platform” means the Coronation Public Offer Subscription Portal, including its website, mobile application, software, APIs and related digital services.
“Regulatory Authorities” means the Securities and Exchange Commission (“SEC”), Nigerian Exchange Limited (“NGX”), Central Securities Clearing System Plc (“CSCS”), Corporate Affairs Commission (“CAC”), Nigeria Data Protection Commission (“NDPC”), and any other applicable governmental, regulatory, or self-regulatory authority.
“Securities” means shares, bonds, debentures, or other securities offered through the Platform.
“Subscription” means an application by an Applicant to acquire Securities pursuant to a Public Offer.

Eligibility to Use the Platform

The Platform may only be used by persons who are legally capable of entering into binding contracts under applicable Nigerian law.

Where an Offer is subject to specific eligibility requirements, only persons satisfying those requirements may participate in the relevant Offer.

Coronation may require a subscriber to provide information and documentation necessary to establish the subscriber’s identity, eligibility, beneficial ownership, tax status, bank account details, investor status or other information required under applicable law or the relevant Offer Document.

Coronation reserves the right to reject, suspend or cancel an application where the subscriber does not satisfy applicable eligibility, identification, regulatory or Offer requirements.

Means of Access

Website is generally intended to be viewed by a convention web browser. The Platform can also be viewed on a device with an Android or iOS operating system. Although you may use other means to access the Platform, be aware that the Platform may not appear accurately through other access methods. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services, and you agreed that you use the devices or access the Platform only at your own risk.

Know Your Customer (“KYC”) and Customer Due Diligence

Before permitting a User to participate in a Public Offer, the Coronation may conduct KYC, customer due diligence and other verification procedures required by applicable laws or regulatory requirements.

You authorize the Coronation to verify information provided by you against information held by relevant governmental, regulatory, financial, credit, identity verification and other authorized databases, where legally permissible.

Depending on the requirements of the relevant Offer, the Platform may require information including, without limitation:

full legal name;
date of birth/incorporation;
residential or registered address;
telephone number and email address;
bank account information;
Bank Verification Number (“BVN”);
National Identification Number (“NIN”);

Failure to provide information reasonably required for KYC or regulatory purposes may result in an application being rejected or suspended.

Public Offer Subscription

The Platform provides an electronic channel through which eligible Applicants may submit Applications for available Public Offers.

Before submitting an Application, you are responsible for reviewing the applicable Offer Document, including the terms of the Offer, price, minimum subscription, payment requirements, applicable fees, risk factors, allocation methodology, refund arrangements, closing date and other material information.

Application of a subscription form through the Platform constitutes an instruction to process the subscription in accordance with the relevant Offer Document and applicable law.

An Application will not be considered valid merely because it has been initiated on the Platform. It must satisfy all applicable requirements, including successful payment or other prescribed settlement requirements.

The Platform may reject, cancel or amend an Application where:

the Application is incomplete or contains inaccurate information;
payment is unsuccessful or insufficient;
the Applicant is ineligible to participate;
the Application violates applicable law or regulatory requirements;
the Offer has closed;
the Issuer, Offer Coordinator, Receiving Agent, SEC or another relevant authority requires the Application to be rejected;
the Application is suspected to involve fraud, money laundering, market abuse or other unlawful conduct.

Where an Application is rejected or only partially allotted, any applicable refund shall be processed in accordance with the relevant Offer Document and applicable procedures.

You agree to provide accurate, complete, and current information during subscription and throughout your use of the Platform.

You are responsible for ensuring that information supplied to the Platform remains accurate and up to date.

You must keep your login credentials, authentication codes, passwords and other account information confidential.

You must immediately notify the Coronation if you suspect that your account, login credentials or authentication information has been compromised or used without your authorization.

You are responsible for activities conducted through your account unless you have notified the Coronation of unauthorized access and the Coronation has had a reasonable opportunity to secure the account.

Coronation may suspend or terminate an account where it reasonably suspects fraud, unauthorized use, regulatory non-compliance, provision of false information or violation of these Terms.

Subscription Payment

Payments for Public Offers shall be made only through payment channels authorized or made available through the Platform.

The Applicant must ensure that sufficient funds are available to complete the Subscription.

Coronation may use third-party payment processors, banks, payment service providers or other authorized financial institutions to process payments.

Coronation is not responsible for delays, failures, or interruptions attributable to a third-party payment service provider, banking system, telecommunications provider, or other infrastructure provider, except to the extent caused by the Coronation’s own negligence or willful misconduct.

Applicable transaction fees, statutory charges, taxes, or other permitted charges shall be disclosed to the Applicant where required.

Applicants must not use the Platform to make payments from accounts or payment instruments that they are not authorized to use.

Information on the Platform

Information relating to Public Offers displayed on the Platform is intended to facilitate participation in the relevant Offer.

The relevant Offer Document constitutes the principal source of information concerning the terms and conditions of a Public Offer.

Applicants should not rely solely on summaries, advertisements, promotional materials, notifications, or other information displayed on the Platform when deciding whether to invest.

Information provided through the Platform should not be construed as a recommendation to purchase or subscribe for any particular Security. Each Applicant remains solely responsible for his or her investment decision.

Where there is any inconsistency between information displayed on the Platform and the applicable Offer Document, the applicable Offer Document shall prevail to the extent permitted by law.

No Recommendations or Investment Advice

Coronation does not guarantee the profitability, future value, liquidity or performance of any Securities offered through the Platform.

Applicants are responsible for independently considering whether an investment is suitable for their individual circumstances and risk appetite and should obtain independent financial, legal, tax or other professional advice where appropriate.

You are solely responsible for evaluating the merits and risks associated with the use of any Content provided through the Platform before making any decisions based on such Content. You agree not to hold the Coronation or any Third-Party Provider liable for any possible claim for damages arising from any decision you make based on the Content or other information made available to you through Platform. Past performance data should not be construed as indicative of future results.

No Guarantee of Allotment

Submission and acceptance of an Application does not guarantee that the Applicant will receive the full quantity of Securities applied for.

Allocation or allotment of Securities shall be determined in accordance with the applicable Offer Document, regulatory requirements, and the approved basis of allotment.

Coronation does not guarantee any particular level of allocation or allotment.

Where an Application is rejected or only partially allotted, any applicable refund shall be processed in accordance with the relevant Offer Document and applicable procedures.

Securities Allotment and Account Credit

Securities allotted to an Applicant shall be credited or recorded in accordance with the applicable settlement, registration and depository arrangements.

Where applicable, Securities may be credited to the Applicant’s Central Securities Clearing System (“CSCS”) account or other designated securities account.

Coronation does not guarantee the timing of allotment, registration or crediting of Securities where such processes are dependent upon the Issuer, Registrar, CSCS, NGX, SEC, Receiving Agent or another third party.

Platform Availability

Coronation shall use reasonable efforts to maintain the availability and security of the Platform.

The Platform may occasionally be unavailable due to maintenance, upgrades, technical failures, cyber incidents, telecommunications failures, power interruptions or circumstances beyond the Coronation’s reasonable control.

Coronation does not guarantee uninterrupted, error-free or continuous availability of the Platform.

Where a Public Offer has a specified closing date and time, Applicants are responsible for submitting Applications sufficiently in advance to allow for successful processing.

Acceptance of these Terms

BY USING OR ACCESSING PLATFORM, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS ON YOUR OWN BEHALF AND ON BEHALF OF ANY ORGANIZATION YOU REPRESENT. IF YOU DO NOT AGREE TO THESE TERMS (OR ANY UPDATES TO OR MODIFIED VERSIONS THEREOF), YOU SHOULD DISCONTINUE USE OF PLATFORM IMMEDIATELY.

Electronic Communications and Consent

By using the Platform, you consent to receiving electronic communications relating to your account, Applications, transactions, Public Offers, regulatory requirements and other services.

Such communications may be delivered through email, SMS, push notifications, in-platform notifications, or other electronic channels.

Electronic records generated or maintained by the Coronation may be used as evidence of transactions and communications, subject to applicable law.

You agree that electronic acceptance, confirmation, authentication and submission mechanisms may constitute valid evidence of your instructions and consent.

Electronic Signature and Authentication

Where applicable, the Platform may use electronic signatures, OTPs, passwords, biometric authentication, digital confirmations or other authentication mechanisms.

You acknowledge that the use of such mechanisms may constitute your electronic confirmation or authorisation of an Application or transaction, subject to applicable law.

You must not disclose OTPs, passwords, PINs or other authentication credentials to any person, including persons claiming to act on behalf of the Coronation.

Anti-Money Laundering and Compliance

Coronation is committed to complying with applicable laws and regulatory requirements relating to anti-money laundering, counter-terrorist financing, proliferation financing, sanctions, fraud prevention and other financial crime controls.

Coronation may conduct transaction monitoring and enhanced due diligence where required.

Coronation may delay, reject, restrict, freeze or otherwise take appropriate action in relation to a transaction where required by applicable law, regulatory directive, court order or its compliance obligations.

Where legally required, Coronation may report suspicious transactions or activities to the relevant authorities without notifying the affected User where such notification is prohibited by law.

Limitation of Liability

To the extent permitted by law, the Coronation shall not be liable for indirect, incidental, consequential or special losses arising from your use of the Platform, including loss of profits, business opportunities or anticipated investment returns.

Coronation shall not be responsible for losses caused by circumstances beyond its reasonable control, including failures of telecommunications networks, banking systems, payment processors, electricity supply, internet infrastructure, cyberattacks or actions of Regulatory Authorities.

Nothing in these Terms shall exclude or limit liability arising from fraud, willful misconduct, gross negligence or any liability that cannot lawfully be excluded or limited.

Indemnity

You agree, to the extent permitted by law, to indemnify and hold harmless the Coronation, its directors, officers, employees and authorised service providers against claims, losses, liabilities, costs and expenses arising from:

your breach of these Terms;
fraudulent or unlawful use of the Platform;
inaccurate or misleading information supplied by you;
unauthorized use of your account resulting from your failure to protect your credentials; or
your violation of applicable laws or third-party rights.

Modification of Terms

The Coronation may amend these Terms from time to time to reflect changes in applicable law, regulatory requirements, technology, services or business operations.

Updated Terms shall be made available through the Platform.

Where required by law, Users shall be notified of material amendments and may be required to provide renewed acceptance before continuing to use certain services.

Force Majeure

Coronation shall not be liable for any delay, failure, or inability to perform its obligations caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, governmental action, regulatory intervention, cyber incidents, telecommunications failure, power failure, banking system failure, industrial disputes or other force majeure events.

Complaints and Dispute Resolution

Users may submit complaints concerning the Platform or a transaction through crc@coronationsl.com. Coronation shall handle complaints in accordance with its complaints-handling procedures and applicable regulatory requirements.

Where a complaint remains unresolved, the User may escalate the matter to the relevant Regulatory Authority or dispute-resolution body in accordance with applicable rules.

Nothing in this clause limits any statutory right available to a User under applicable Nigerian law.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

Subject to any mandatory regulatory or dispute-resolution process applicable to the relevant transaction, the courts of competent jurisdiction in Nigeria shall have jurisdiction over disputes arising from these Terms.

Entire Agreement

These Terms, together with the applicable Offer Document, Privacy Policy, Risk Disclosure, Application Terms and other terms expressly incorporated by reference, constitute the agreement between the User and Coronation concerning use of the Platform.

Where there is a conflict between these Terms and the mandatory terms of an applicable Offer Document or regulatory requirement, the applicable Offer Document or mandatory regulatory requirement shall prevail to the extent of the conflict.