Case 09Fintech investment in Nigeria
Advising a U.S.-based investor on a Nigerian fintech’s Series B.
Fintech is the most regulated corner of Nigerian venture. A U.S. investor joining a Series B round needed its capital to go in cleanly, and to be able to come back out.
- Client
- U.S.-based investor (confidential)
- Sector
- Financial technology
- Practice
- Venture Capital & Funds
- Jurisdiction
- Nigeria, United States
The brief
Our client, an investor based in the United States, was participating in the Series B financing of a Nigerian fintech company. It needed Nigerian counsel to protect its position in a round led and documented largely by others.
In fintech, the licence is the business. The question was not only what the company was worth, but whether its licences, approvals and regulatory standing would survive the investment and support its growth.
Our advice
- 01
Regulatory diligence
Confirming the company’s licences and approvals from the Central Bank of Nigeria and other regulators, and any consents the investment required.
- 02
Transaction documents
Reviewing and negotiating the subscription agreement, shareholders’ agreement and amended articles on the investor’s behalf.
- 03
Investor protections
Securing information rights, pre-emption, anti-dilution and exit provisions appropriate to the client’s stake.
- 04
Capital importation
Ensuring the investment was imported through the proper channels and evidenced by a Certificate of Capital Importation, preserving the client’s ability to repatriate returns.
- 05
Closing
Coordinating conditions precedent and post-completion filings at the Corporate Affairs Commission.
Outcome
The client closed its participation with its regulatory risks identified, its rights documented and a clear route to repatriate its returns.