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Investments and Securities Decree

No 45 of  1999

Laws of the Federation of Nigeria

 

 

 

 

Arrangement of Sections

 

 

Part I

Establishment of the Securities and Exchange Commission

 

 

1.

Establishment of the Securities and Exchange Commission.

2.

Composition of the Commission.

3.

Tenure of office of full time Commissioners.

4.

Cessation of Membership.

5.

Remuneration and allowance.

6.

Disclosure of interest.

7.

Code of Ethics.

 

 

 

 

 

 

Part II

Function and Powers of the Commission

 

 

8.

Function s and powers of the Com mission.

9.

Powers to establish departments.

 

 

 

 

Part III

Staff

 

 

10.

Director-General of the Commission.

11.

Secretary and other staff of the Commission, etc.

12.

Service in the Commission to be pensionable.

 

 

Part IV

Financial Provisions

 

 

13.

Fund of the Commission.

14.

Powers to accept gift.

15.

Fees, etc. to b e paid into the Consolidated Revenue F und of the Federation.

16.

Borrowings by Commission.

17.

Application of the fund s of the Com mission.

18.

Annual estimates, account and audit.

19.

Annual report.

 

 

 

 

 

 

Part V

Registration of Securities Exchanges and Capital Trade Points

 

 

20.

Registration of Securities Ex changes and Cap ital Trade Points.

21.

Registration e.t.c.

22.

Revocation of certificate of a Securities Exchange or Cap ital Trade Point.

23.

Approval of amendments to Listing Rules.

24.

Securities Exchange or Capital Points to give notice of disciplinary actions, etc.

25.

Disciplinary actions by a Securities Exchange, etc.

26.

Powers to issue directives to Securities Exchanges or Cap ital Trade Points.

27.

Power of Commission to prohibit trading in particular securities.

28.

Interpretation under this Part.

 

 

Part VI

Registration of Capital Market Operators

 

 

29.

Registration of Capital Market Operators .

30.

Interpretation under this Part.

 

 

 

 

Part VII

Registration of Securities and Registers of Interests in Securities

 

 

31.

Application of this Part of this Decree.

32.

Electronic transfer of securities, etc. and prohibition of sale, etc., of securities without approval of the

Commission.

33.

Register of securities.

34.

Particulars of register.

35.

Production of register.

36.

Excerpt of register.

37.

Accounts to be kept b y security dealers, etc.

38.

Payment into certain trust accounts.

39.

Purposes for which money m ay be withdrawn from trust account.

40.

Money in trust accounts not available for payment of debt.

41.

Claims and lien not affected.

42.

Client's money.

43.

Right to copies of book entries of transactions and to inspect contract notes.

 

 

 

 

 

 

Part VIII

Public Offer and Sale of Securities and Invitations to the Public

 

 

44.

Control of public invitations.

45.

Invitation to the Public to deposit money.

46.

Meaning of "invitation to the public"

47.

Offers of sale deemed to be ma de by the company.

48.

Form of application for shares to be issued with prospectus.

49.

Effective date of a prospectus.

50.

Contents of prospectus

51.

Application of provisions relating to prospectus in certain cases.

52.

Prohibition of issue, etc. of certain notices, circulars and advertisements.

53.

Exemption certificate and effect.

54.

Expert's statement on prospectus.

55.

Prospectus on invitation to the public to acquire or dispose of securities.

56.

General and restricted invitations to the public.

57.

Registration of prospectus.

58.

Contracts in prospectus etc not to be varied without leave

59.

Document with offer of securities for sale to be deemed a prospectus.

60.

Interpretation as to prospectus statements.

61.

Form of statement in lieu of prospectus.

62.

Civil liability for mis-statements in prospectus.

63.

Criminal liability for mis-statement in prospectus.

64.

Criminal liability in respect of statements in lieu of prospectus.

65.

Allotment of securities.

66.

Opening of subscription lists.

67.

No allotment un less minim um subscription received.

68.

Application of moneys to be held in trust until allotment.

69.

Prohibition of allotment in certain cases.

70.

Effect of irregular allotment.

71.

Action for rescission.

 

72.

Allotment of securities and dealing on Securities Exchange, etc.

73.

Return of surplus moneys to subscribers, etc.

 

 

Part IX

Conduct of Securities Business

 

 

74.

Issues of con tract notes.

75.

Contents of contract note.

76.

Certain persons to disclose certain interests in securities.

77.

Dealings as principal.

78.

Dealings by employees of holders of licenses.

79.

Dealers to give priority to client's orders.

80.

Margin requirements.

 

 

 

 

 

 

Part X

Trading in Securities

 

 

81.

False trading and market rigging transactions.

82.

Securities market manipulation.

83.

False or misleading statements.

84.

Fraudulently inducing persons to deal in securities.

85.

Dissemination of illegal information

86.

Prohibition of fraudulent means

87.

Penalties.

88.

Prohibition on dealing in securities by insiders.

89.

Abuse of information obtained in official capacity.

90.

Actions not prohibited by sections 89 and 90: dealings in securities by insiders.

91.

Trustees and personal representatives.

92.

Effect of contravention.

93.

Civil liability of insider. etc.

94.

Penalty for contravention.

95.

Meaning of certain words used in this Part.

96.

Criminal liability under this Part.

97.

Compensation to be determined by Commission or Tribunal.

98.

Limitation to recovery.

 

 

Part XI

Mergers, Take-over and Acquisitions

 

 

99.

Meaning of certain words used in this Part.

100.

Reconstruction and merger of companies.

101.

Power to acquire shares of dissenting shareholder.

102.

Dissenters right to compel acquisition of his shares.

103.

Take-over bids.

104.

Person making a take-over bid.

105.

Authority to proceed with take-over bid.

106.

Registration of copy of proposed bid.

107.

Requirements as to bid under take-over bid.

108.

Corporation making take-over bid.

109.

Despatch of bid to shareholders, etc.

110.

Arrangement for funds.

111.

Directors' circular.

112.

Experts' opinion

113.

Bid for all shares.

114.

Bid for less than all shares.

115.

Provisions applicable to every bid.

116.

Commission s duty in relation to certain instruments.

117.

Acquisition of shares of dissenting shareholders.

118.

Procedure w here dissenting offeree makes election.

119.

Duties of offeree company.

120.

General provisions as to payments.

121.

Rights of remaining shareholders.

122.

Offences.

 

 

Part XI

Collective Investment Schemes

 

 

123.

Meaning of Collective Investment Scheme, etc.

124.

Definitions of certain words used in this Part.

125.

Authorisation of un it trust scheme.

126.

Registration of units.

127.

Approval by Commission of alteration o f trusts deed or change of name of scheme.

128.

Revocation of authorisation of unit trust schemes.

129.

Prospectus, documents on unit trust scheme.

130.

Civil liabilities arising from prospectus.

131.

Redemption of units.

132.

Prohibition of certain transactions and profits by managers under unit trust schemes.

133.

Liability of trustees under un it trust scheme.

134.

Audit of accounts of un it trust schemes an d annual general meetings.

135.

Price of units.

136.

Investments.

137.

Inspection and investigation.

138.

Constitutions and management of U nit Trust Schemes.

139.

Alteration of Schemes changes of Manager or Trustee.

140.

Restriction on activities of managers.

141.

Publication of Scheme particulars.

142.

Power of intervention.

143.

Representation against refusal o r revocation.

144.

Applications to the Tribunal.

145.

Investigations.

146.

Registration of Community Savings, Esusu Schemes, etc.

147.

Real Estate Investment Schemes.

 

 

 

 

 

 

Part XII

Investors Protection Fund

 

 

148.

Establishment of an Investor Protection Fund.

149.

Money constituting investor Protection Fund.

150

Fund to be kept in separate bank account.

151.

Payments out of the investor Protection Fund.

152.

Accounts of an investors Protection Fund.

153.

Power of the Board to delegate functions to its Management sub- committee.

154.

Amount in the Investors Protection Fund.

155.

Protection of Investors Protection F und in the event of any reduction.

156.

Levy to meet liabilities.

157.

Power of a Securities Exchange or Cap ital Trade Point to make advance to Fund.

158.

Investment of Investors Protection Fund.

159.

Application of Investors Protection Fund.

160.

Claims against an Investors Protection fund.

161.

Notice calling for claims against Investors Protection Fund.

162.

Power to settle claims.

163.

Form of order of Tribunal.

164.

Power of Boa rd to required production of securities.

165.

Subrogation.

166.

Payment of claim only from Investors Protection Fund.

167.

Provision where Investors Protection Fun d is insufficient to meet claim.

168.

Power of the Securities Exchange or Cap ital Trade Point to enter into contract of insurance.

169.

Application of insurance money.

170.

Interpretation.

 

 

 

 

Part XIII

Borrowings by States, Local Governments and other Government Agencies. Etc.

 

 

171.

Bodies to which this Part applies.

172.

Issues of registered bonds or promissory notes.

173.

Restriction on raising of funds from the capital market.

174.

Loans to be charged upon revenue.

175.

Bodies to publish details of loans in the Gazette or other official document.

176.

Register of securities and appointment of Registrar.

177.

Appointment of issuing house.

178.

Liability of a body in respect of issue of registered securities.

179.

Bond holder to be registered.

180.

Condition for registration.

181.

Bond Certificate.

182.

Transfer of register ed bond.

183.

Registration of transfer of bonds.

184.

Registration of liens on bonds.

185.

Closing of register.

186.

Register to be conclusive.

187.

Promissory Notes.

188.

Manner and effects of endorsement.

189.

Rights of survivorship.

190.

Registered bonds.

191.

Appropriation of revenue.

192.

Payment of interest.

193.

Cessation of liabilities on interest

194.

Payments.

195.

Appointment of trustees.

196.

Powers of Trustees.

197.

Trustees may be interested parties.

198.

New Trustees.

199.

Waiver by Trustees.

200.

Appropriation of revenue for sinking fund.

201.

Separate sinking fund.

202.

Investment of sinking fund.

203.

Cessation of contribution to sinking fund.

204.

Expenses to be paid out of sinking fund.

205.

Deficiency in fund to be charge d upon revenue.

206.

Payment into sin king fund in case of default by a body.

207.

Issue of duplicate an d renew al of bonds and Promissory Notes.

208.

Right of Registrar to compel renewal of Promissory notes.

209.

Consolidation and subdivision of bonds an d securities.

210.

Indemnity bond.

211.

Immediate discharge in certain cases.

212.

Discharge in other cases.

213.

Summary procedure in special cases.

214.

Signature to be printed on certificates.

215.

Notice of trust not receivable save as provided.

216.

Exemption from stamp duties.

217.

Delegation of power.

218.

Inspection of register an d documents, etc.

219.

Power to make of Rules and Regulations.

220.

Requirements of Securities Exchanges, etc.

221.

Binding obligation on successive.

222.

Application of enactment use d in this Part.

223.

Interpretation of certain words

 

 

 

 

Part XIV

Establishment, Jurisdiction, Authority and Procedure of the Investment and Securities Tribunal

 

 

224.

Establishment of the Investments and Securities Tribunal.

225.

Composition of the Tribunal.

226.

Qualifications for app ointment a s a Capital Market Assessor.

227.

Term of office.

228.

Resignation and removal.

229.

Salary allowances and conditions of Capital Market Assessor.

230.

Filling up of vacancies.

231.

Order constituting a Tribunal to be final.

232.

Secretary to the Tribunal.

233.

Other staff of the Tribunal, etc.

234.

Jurisdiction of the Tribunal, etc.

235.

Criminal Prosecution.

236.

Appeals from decisions of Commission.

237.

Powers and procedures of the Tribunal.

238.

Right to legal representation.

239.

Application of statute of limitation.

240.

Onus of proof.

241.

Judgement o f the Tribunal.

242.

Exclusion of proceedings.

243.

Appeal to the Court of Appeal.

244.

Costs.

245.

Further appeals.

 

 

 

 

 

 

Part XV

Miscellaneous

 

 

246.

Power of Minister to issue directives.

247.

Power to supersede the Commission.

248.

Reports on development of the securities industry.

249.

Delegation.

250.

Right to represent Commission before Court or Tribunal.

251.

Protection of action taken in good faith.

252.

Penalty.

253.

Offences by companies.

254.

Interpretation.

255. Power to exempt 256. Power to remove impediments. 257. Transitional pro visions and savings
258.

Regulations.

259.

Committees of the Commission.

260.

Seal of the Com mission.

261.

Relevance of other laws.

262.

Rules and Regulations

263.

Repeals and savings.

 

 

Part XVI

Interpretation and Citation

 

 

264.

Interpretation.

265.

Citation and commencement.

 

 

 

 

Schedules

 

First Schedule

Proceedings of the Commission .

 

Second Schedule

Investments and Investment Business.

 

Third Schedule

Mandatory Contents of Prospectus.

 

Fourth Schedule

Form of Statement in lieu of Prospectus to be delivered to the Commission by a company under sections 42, 50 or 561 of the Companies and Allied Matters Decree 1990 and reports to be set out in it.