Introduction

• This policy shall be a guide to all dealers of Network Capital Limited in relation to securities dealings and transactions at Nigerian Exchange Limited.
• The policy shall be reviewed from time to time depending on the directives of NGX or other regulatory agencies. Review may come inform of an addendum.

Definitions

Best Execution Policy

means the guiding principles, plan and procedures to obtain the best possible execution outcome for our clients.

NGX means Nigerian Exchange Limited;
SEC means Securities and Exchange Commission, Nigeria;

Equity market product means:

• A share in a body corporate;
• A financial product
• A right (whether existing or future and whether contingent or not) to acquire, by way of issue, the following under a right issue:
  • A share covered by paragraph (a); or
  • A financial product covered by paragraph (b);

Standing Instruction means an instruction (order) which remains in force until specifically changed or withdrawn;

Total Consideration means:

• For a buy order, the purchase price paid by the client in respect of performance of a client order plus transaction costs;
• For a sell order, the sale price paid by the client in respect of performance of a client order minus transaction costs;

Scope

Our best execution policy will apply whenever Network Capital Limited receives an order directly from the client for execution. This policy will apply whether an order is placed with the Designated Trading Representative (DTR) for manual execution on a market or is placed by a client or client’s financial adviser via the financial adviser’s desktop.

Best Execution Policy

The following steps, actions and procedures will be followed by Network Capital Limited to obtain the best execution outcome for our clients.

• • ‘KYC’
    Network Capital Limited is obliged to obtain all necessary and satisfying information from the intending client using a KYC (know your customer) form, to enable us open a CSCS and in-house accounts for such a client before transacting on his behalf.
  • Mandate
    An order may be received by Network Capital Limited in several ways:
    • Hand-written: A written and signed mandate by the client in person;
    • Email: An Email mandates will only be accepted from a client with a prior agreement to that effect;
    • Text message: A mandate via text message can be taken tentatively before a written mandate based on a prior arrangement with the client; Via your financial adviser’s desktop

Note that in any of these ways, according to Article 93 of The NGX rules and regulations which states that “a Dealing Member shall obtain confirmed orders from its clients before placement of an order on the system and shall keep records of the same upon completion or otherwise” Network Capital Limited will always act on a ‘confirmed order’.

• • Executing client orders

Network Capital Limited will generally give price a higher relative importance when obtaining the best possible outcome for orders executed on behalf of the client. This implies bidding and buying at:

• • • the lowest possible price or
    • at most not above the average price for the day.

Network Capital Limited may also take into consideration a range of different factors, including the following:

• • • • The need for timely execution;

    Availability of price improvement;

    • The liquidity of the market (which may make it difficult to execute an order);
    • Price of the equity market product;
    • Speed of processing;
    • Likelihood of execution and settlement;
    • Potential price impact.

Execution certainty, the size of the order and the nature of the financial transaction including whether or not such transactions are executable on a regulated market are also considered. When Network Capital Limited receives, transmits or executes orders in relation to equity market products on the client’s behalf, Network Capital Limited will take all reasonable steps to achieve Best Execution.

• •  
  • Transmitting of client orders

All orders that Network Capital Limited receives from its clients are transmitted to The NGX central limit order book (CLOB) and are executed in a manner where we will take all reasonable steps to achieve Best Execution, in accordance with this policy, taking account of the factors noted above at (b) (if applicable) and any specific instructions received from you as part of the order, as applicable.

• • Contract Note

A contract note will be issued on every transaction which will show a breakdown of the total consideration. For a buy order, the total consideration is the purchase price paid by the client in respect of performance of a client order plus the transaction costs.

Specific Instructions

To the extent the client provides us with specific instructions in relation to their order or any part of it, Network Capital Limited will act on the client’s instructions and, in doing so, the client may not necessarily receive the best outcome in relation to Best Execution. If the client requires their orders to be executed in a particular manner (i.e., limit order), the instructions must clearly state the desired method of execution when the order is received. A client can provide their specific instructions in writing (i.e., by e-mail), however, please note, emails is not always reliable and there may be time delays in receiving such instructions.

Execution Venues

Network Capital Limited will rely on NGX Trade platform and NASD trade platform to meet the best execution obligation until it decides to execute trades on any other platform.

Identification of order books

For equity market products and bond instruments traded within Nigeria’s domestic financial market, trading is presently conducted on the Central Limit Order Book of the NGX, so execution is subject to price-time priority on The NGX.

Types of Order

When an investor places an order to purchase or sell a stock with Network Capital, he/she has two basic order options:

• Market Orders or
• Limit Orders

• Market orders provide instruction to execute as quickly as possible, a transaction at the present, or market price. Thus, a market order deals with the

Execution of the order, the price of the security is important but secondary. We remind our clients choosing this option that the last-traded price is not necessarily the price at which a market order will be executed.

• • Limit Order

provides instruction to only execute at or under a purchase price or at or above a sales price. Limit orders deal primarily with the price, if the security’s value is currently resting outside of the parameter set in the limit order, the transaction does not occur.

Special Orders and Trading Instructions

In addition to market and limit orders, the following special order and trading instruction can also be used by our clients to place their orders as they deem fit.

Stop Order

A stop order, also referred to as a stop-loss order, is an order to buy or sell a stock once the price of the stock reaches a specified price, known as the stop price. When the stop price is reached, a stop order becomes a market order.

A buy stop order is entered at a stop price above the current market price. Investors generally use a buy stop order to limit a loss or to protect a profit on a stock that they have sold short.

A sell stop order is entered at a stop price below the current market price. Investors generally use a sell stop order to limit a loss or to protect a profit on a stock that they own.

Stop-limit Order A stop-limit order is an order to buy or sell a stock that combines the features of a stop order and a limit order. Once the stop price is reached, a stop-limit order becomes a limit order that will be executed at a specified price (or better). The benefit of a stop-limit order is that the investor can control the price at which the order can be executed

Day Orders, Good-Til-Cancelled Orders, and Immediate-Or-Cancel Orders
Day orders, Good-til-Cancelled (GtC) orders, and Immediate-or-Cancel (IoC) orders represent timing instructions for an order and may be applied to either market or limit orders.

Day order: Unless an investor specifies a time frame for the expiration of an order, orders to buy and sell a stock are Day orders, meaning they are good only during that trading day.

A GTC order is an order to buy or sell a stock that lasts until the order is completed or cancelled. Network Capital Limited usually gives a limit of one month for a GTC orders after which we consider it cancelled.

An IOC order is an order to buy or sell a stock that must be executed immediately. Any portion of the order that cannot be filled immediately will be cancelled.

Fill-Or-Kill and All-Or-None Orders
Two other common special-order types are Fill-Or-Kill (FOK) and All-Or-None (AON) orders.

A FoK order is an order to buy or sell a stock that must be executed immediately in its entirety; otherwise, the entire order will be cancelled (i.e., no partial execution of the order is allowed).

An Aon order is an order to buy or sell a stock that must be executed in its entirety, or not executed at all. However, unlike the FoK orders, Aon orders that cannot be executed immediately remain active until they are executed or cancelled.

Elements of best execution

The procedure for routine determinations is mainly based on four criteria and is regularly reviewed by Network Capital. Hence to determine the best way to execute an order for a client Network Capital takes into consideration.

• Speed and likelihood of the Execution

Due to the level of volatility affecting both price and volume, Network Capital seeks to provide client orders with the fastest execution reasonably possible.

The size and type of transaction

The size of the transaction (volume) in relation to the liquidity of the security will be considered to determine the type of the deal to be adopted (Negotiated deal or a Normal deal).

The terms and conditions of the order as communicated to the firm.

The company will always execute client orders in accordance with the instructions given by that client or on its behalf. Consequently, if a client requires an order to be executed in a particular manner and not in accordance with the company’s best execution principles set forth herein, the client must clearly state his/her desired method of execution when he/she places the order. To the extent that a client instruction is not comprehensive, the company will determine any non-specific components of the execution in accordance with these best execution principles.

Monitoring and review

Network Capital Limited will monitor the effectiveness of our Best Execution policy and arrangements to identify and, where appropriate, correct any deficiencies. Network Capital Limited maintains Incident and Breach registers where any issue relating to Best Execution or breach of the relevant legislation is recorded.

Network Capital Limited will carry out an annual review where there has been no change in the intervening 12-month period. Whenever a material change occurs that affects Network Capital Limited’s ability to obtain the best result for its clients it will notify its clients of these changes via website or in some cases, by email or direct mail.