Key Takeaways
- • Nigeria averaged 404 private equity and venture capital deals annually worth $3 billion between 2020 and 2024, making it West Africa's largest private capital market, according to the Securities and Exchange Commission (SEC).
- • Nigerian PE/VC deals accounted for 66 percent of the region's transaction volume and 52 percent of total deal value over the five-year period.
- • The SEC warned that activity has slowed due to macroeconomic pressures, higher taxation, regulatory changes, limited institutional investment and inadequate exit opportunities.
- • The Nigeria Capital Market Masterplan 2.0 (2026-2036) proposes a specialised exchange listing segment for alternative investment and PE/VC funds, along with asset-backed securities reforms.
- • Capital gains tax rose from 10 percent to 30 percent, which the SEC says has weakened Nigeria's competitiveness for private capital.
Summary
The SEC cautioned, however, that investment activity has slowed amid macroeconomic pressures, higher taxation, regulatory changes, limited institutional investment and inadequate exit opportunities. The findings are contained in the Nigeria Capital Market Masterplan 2.0 (2026-2036), a 10-year strategic roadmap intended to deepen the capital market and strengthen its contribution to economic growth, infrastructure development and enterprise financing. The report identifies PE and VC as critical sources of long-term risk capital for business expansion, innovation and job creation.
The masterplan states that limited exit routes and recent tax changes, including the increase in capital gains tax from 10 percent to 30 percent, have weakened Nigeria's competitiveness as a destination for private capital, constrained the recycling of investment funds and reduced market attractiveness. The SEC said the Investment and Securities Act 2025 and subsequent reforms have strengthened governance, disclosure and investor protection by bringing PE and VC funds within the Collective Investment Scheme framework, but important structural gaps remain. Nigeria lacks a dedicated regulatory and exchange framework through which closed-ended private equity and alternative investment funds could raise permanent capital, broaden their investor base and provide secondary-market liquidity.
To address these gaps, the masterplan proposes a specialised exchange listing segment for alternative investment and PE/VC funds, alongside proportionate regulation, tailored disclosure and valuation standards, incentives for institutional investors and improved secondary-market liquidity. The measures are expected to expand investment opportunities, strengthen exit channels and position Nigeria as a regional hub for private capital.
The masterplan also recommends deepening the asset-backed securities market, including securitisation of infrastructure and utility receivables, electricity and water revenues, toll-road collections and other predictable public-sector cash flows. It proposes mandatory risk-retention requirements so originators or sponsors retain a meaningful economic interest in securitised transactions. The report cites the European Union and South Africa, where minimum retention requirements stand at five percent, as international benchmarks.
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