{"id":1048,"date":"2017-03-28T08:31:22","date_gmt":"2017-03-28T06:31:22","guid":{"rendered":"https:\/\/www.namfisa.com.na\/educates\/?p=1048"},"modified":"2025-07-20T20:56:55","modified_gmt":"2025-07-20T18:56:55","slug":"regulation-29-unlisted-investments","status":"publish","type":"post","link":"https:\/\/www.namfisa.com.na\/educates\/regulation-29-unlisted-investments\/","title":{"rendered":"Regulation 29 Unlisted Investments"},"content":{"rendered":"\t\t
\n\t\t\t\t
\n\t\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

WHAT IS REGULATION 29?<\/h3><\/span><\/div>
Regulation 29 is the implementation framework for Regulation 28, which introduces unlisted invest-ments as an asset class that institutional investors should consider to enhance returns on their invest-ments and diversify their portfolios. Regulation 28 further strives to reduce the percentage of dual-listed stocks as qualifying domestic assets, reduce the percentage of capital outflow from the country and support the local economy by investing in both viable Greenfield projects and existing business ventures that requires risky capital that existing fi-nancial institutions are not willing to fund due to the high risks associated with those ventures. This will further deepen the financial markets, contribute to skills transfer and employment creation, and allevi-ate some social challenges currently experienced in Namibia.

\n\nRegulation 29 was therefore introduced to regulate the investment of pension fund assets in unlisted in-vestments. The regulation sets out the requirements pension funds must comply with when they invest in unlisted investments. Regulation 29 stipulates that pension funds must invest in unlisted investments through a Special Purpose Vehicle (SPV), prohibit-ing pension funds from directly investing in unlisted investment managers.

<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

WHY WAS IT INTRODUCED?<\/h3><\/span><\/div>
The majority of Namibia\u2019s population has not been in a position to fully grasp business opportunities for the past two decades due to past economic setup, and is unlikely to have accumulated significant col-lateral.

\n\nIn the wake of market developments in the unlisted investment, it has become imperative to design a legislative framework under which such invest-ments can be undertaken.

\n\nThrough the introduction of Regulation 29, the Gov-ernment would like to achieve the following:
\n\n\u2022 Increase domestic economic development by utilising contractual savings (pension funds).
\n\n\u2022 Curb the outflow of capital to enable innovative projects currently struggling to acquire funding.
\n\n\u2022 Bolster promising investment projects and make domestic savings fruitful for national economic and social developments.
\n\u2022 Provide a framework for the Regulatory Author-ity to regulate these activities.
<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

WHICH ENTITIES ARE REQUIRE TO COMPLY WITH REGULATION 29?<\/h3><\/span><\/div>
Generally, pension funds and those managing their assets are covered by Regulation 29, i.e.:

\n\n\u2022 Special Purpose Vehicles (SPV)
\n\n\u2022 Unlisted Investment Managers (UIM)
<\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

UNLISTED INVESTMENTS (UI)<\/h3><\/span><\/div>
Unlisted investments are investments that take the form of prescribed equity or debt capital in a company incorporated in Namibia and are not listed on any stock exchange, but excluding as-sets such as credit balances, bonds including debentures (issued by government, local au-thorities, regional councils, state-owned enter \u2013 prises and corporate).
\n\nThe requirements for unlisted investments by pension funds are listed as follows:
\n\n\u2022 All unlisted investments must to be held by SPVs;
\n\n\u2022 Pension funds are to purchase securities (eq-uity and debentures) issued by SPVs; and
\n\n\u2022 Prohibit pension funds directly or indirectly investing in unlisted investment manag-ers, except when said indirect investment is through a company listed on a stock ex-change.
<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

SPECIAL PURPOSE VEHICLE (SPV)<\/h3><\/span><\/div>
A special purpose vehicle is a company or trust organised and operated for the purposes of hold-ing unlisted investments on behalf of investors, and is registered in terms of Regulation 29.
\n\nThe requirements for special purpose vehicles are listed as follows:
\n\n\u2022 Requirement for name vetting by Registrar;
\n\n\u2022 Special purpose vehicle may be a company or a trust;
\n\n\u2022 Requirement for localisation, documentation, directors or trustees;
\n\n\u2022 Restrictions on who can be directors or trust-ees of SPVs; and
\n\n\u2022 Requirement for vetting the investment plan by the Registrar.
<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

Capital Structure of Special Purpose Vehicles:<\/h3><\/span><\/div>
\u2022 If it is a Special Purpose Company (SPC) (Company) \u2013 authorised capital forms total \u201ccommitted capital\u201d if subscribed by inves-tors, drawdown results in paid-up shares in the SPC;
\n\n\u2022 If it is a Special Purpose Trust (SPT) (Trust) \u2013 total subscription interest forms \u201ccommit-ted capital\u201d if subscribed by investors, draw-down results in paid-for interests in the SPT;
\n\n\u2022 If it is an SPC and issues debt, there are two forms of investment:
\n\n\u2022 Committed (contributed) capital in the form of shares; and
\n\n\u2022 Holdings of debentures.
<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

The governance of special purpose vehicles includes:<\/h3><\/span><\/div>
\u2022 Powers, restrictions and duties of SPV, in-cluding the functions and the manner in which such functions will be performed;
\n\n\u2022 A set financial year;
\n\n\u2022 Appointment of auditor and valuator; and
\n\n\u2022 De-registration of SPVs.
<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

UNLISTED INVESTMENT MANAGERS (UIM)<\/h3><\/span><\/div>
A special purpose vehicle is a company or trust An unlisted investment manager is any person who is registered in terms of Regulation 29 and engages in the buying, selling or otherwise dealing with unlisted investments on behalf of a special purpose vehicle.

\n\nThe requirements for unlisted investment man-agers are listed as follows:
\n\n\u2022 Name reservation and prohibition of unregis-tered managers;
\n\n\u2022 Requirements for registration, including cap-ital requirements, localisation, directors and principal officer;
\n\n\u2022 Restriction on directors of UIMs;
\n\n\u2022 Duties and co-investment requirements;
\n\n\u2022 Financial year, appointment of auditor and valuator; and
\n\n\u2022 De-registration of UIMs.

<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

POWERS OF THE REGISTRAR<\/h3><\/span><\/div>
According to Regulation 29, the Registrar has, in relation to special purpose vehicles and un-listed investment managers, the powers con-ferred upon the Registrar by \u2013

\n\n\u2022 The Namibian Financial Institutions Supervi-sory Act, 2011 (Act No. 3 of 2001);
\n\n\u2022 The Inspection of Financial Institutions Act, 1984 (Act No.38 of 1984);
\n\n\u2022 The Financial Institutions (Investment Funds) Act, 1984 (Act No. 38 of 1984); and
\n\n\u2022 Any other financial services law,
\n\n\u2013 to regulate and supervise special purpose ve-hicles and unlisted investment managers, and any matters incidental thereto.
\n\nFurther, Regulation 29 states that the Registrar has in relation to a special purpose vehicle, af-ter due notice, the power to remove \u2013
\n\n\u2022 a)A director or trustee; or
\n\n\u2022 b)An unlisted investment manager,
\n\n\u2013 if not in compliance with these regulations or any other applicable law.<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

IMPLEMENTATION READINESS<\/h3><\/span><\/div>
With the introduction of Regulation 29, the Authority established a new department that will be responsible for overseeing the unlisted investments and unit trusts schemes. The re-organisation is aimed at creating an effective and efficient manner of exercising supervision over unlisted investment in the interests of investor protection.<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t
\n\t\t\t\t
\n\t\t\t\t\t

CONTACT NAMFISA<\/h3><\/span><\/div>
The Registrar\n
\nNAMFISA\n
\nP.O. Box 21250\n
\n154 Independence Avenue\n
\nSanlam Centre, 1st Floor\n
\nWindhoek, Namibia\n

\nTel: +264-61-290 5000\n
\nFax: +264 \u2013 61 \u2013 290 5157\/8\n
\nE-mail address: info@namfisa.com.na\n
\nWebsite address: www.namfisa.com.na\n

\nFor further information or clarification with regards to the above, please do not hesitate to contact Mr. John Naanda or Ms. Valentine Nghipandua at the following e-mail addresses:\n
\njnaanda@namfisa.com.na or vnghipandua@namfisa.com.na<\/div><\/div>\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

WHAT IS REGULATION 29? Regulation 29 is the implementation framework for Regulation 28, which introduces unlisted invest-ments as an asset class that institutional investors should consider to enhance returns on<\/p>\n","protected":false},"author":1,"featured_media":1050,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_eb_attr":"","_monsterinsights_skip_tracking":false,"_monsterinsights_sitenote_active":false,"_monsterinsights_sitenote_note":"","_monsterinsights_sitenote_category":0,"_EventAllDay":false,"_EventTimezone":"","_EventStartDate":"","_EventEndDate":"","_EventStartDateUTC":"","_EventEndDateUTC":"","_EventShowMap":false,"_EventShowMapLink":false,"_EventURL":"","_EventCost":"","_EventCostDescription":"","_EventCurrencySymbol":"","_EventCurrencyCode":"","_EventCurrencyPosition":"","_EventDateTimeSeparator":"","_EventTimeRangeSeparator":"","_EventOrganizerID":[],"_EventVenueID":[],"_OrganizerEmail":"","_OrganizerPhone":"","_OrganizerWebsite":"","_VenueAddress":"","_VenueCity":"","_VenueCountry":"","_VenueProvince":"","_VenueState":"","_VenueZip":"","_VenuePhone":"","_VenueURL":"","_VenueStateProvince":"","_VenueLat":"","_VenueLng":"","_VenueShowMap":false,"_VenueShowMapLink":false,"footnotes":""},"categories":[435],"tags":[],"class_list":["post-1048","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-medical-aid-and-freindly-societies"],"aioseo_notices":[],"_links":{"self":[{"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/posts\/1048","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/comments?post=1048"}],"version-history":[{"count":9,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/posts\/1048\/revisions"}],"predecessor-version":[{"id":35888,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/posts\/1048\/revisions\/35888"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/media\/1050"}],"wp:attachment":[{"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/media?parent=1048"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/categories?post=1048"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.namfisa.com.na\/educates\/wp-json\/wp\/v2\/tags?post=1048"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}