226.   A person shall not be qualified for appointment as a Capital Market Assessor unless he is knowledgeable about the law s, regulations, norms, practices and operations of the Capital Market.

227.   A Capital Market Assessor shall hold office for a term of five y ears from the date on which he assumes his office or until he attain s the age of seventy years, which ever is earlier.

Provided that the Capital Market Assessor shall, unless he is permitted by the Minister to relinquish his office sooner, continue to hold office until the expiry of three month s from the date of receipt of such notice or until a person duly appointed a s his successor assumes his office or until the expiry of his term of office, whichever is the earlier.

229.    The salary and allowances payable to and the terms and conditions of service of the Capital Market Assessors shall be such as may be prescribed in their letters of appointment: Provided that neither the salary and allowances no r the other terms and conditions of service of a Capital Market Assessor shall be varied to his disadvantage after appointment.

230.   If, for reason other than temporary absence; any vacancy occurs in the office of a Capital Market Assessor, then the Minister shall appoint another person in accordance, with the provisions of this Decree to fill the vacancy.

231.  The question as to the validity of the appointment of any person as a Capital Market Assessor shall not be the cause of any litigation in any Court or tribunal and no act or proceedings before the Tribunal shall be called into question in any manner on the ground merely of any defect in the constitution of the Tribunal.

(a)     be appointed by the Minister;

(b)     subject to the general control of the Capital Market Assessors, be responsible for keeping records of the proceedings o f the Tribunal;

(c)     be the head of the secretariat and responsible for-

(i)     the day-to-day administration, and

(ii)     the direction an d control of all other employees, of the Tribunal.

(a)     the interpretation of any law , enactment or regulations to which this Decree applies;

(b)     disputes between the Commission and a Securities Exchange or Cap ital Trade Point;

(c)     disputes between Capital Market Operators and the Securities Exchanges or Capital Trade Point;

(d)     disputes between Capital Market Operators;

(e)     disputes between Capital Market Operators and their clients; and

(f)     disputes between quoted companies and the regulators or the Securities Exchanges.

235.  Where in the course of its investigation, the Commission discovers evidence of possible criminality the Commission shall be obliged to pass such information to the appropriate criminal prosecuting authorities, such as, the office of the Attorney-General of the Federation an d the Attorney-General of the State.

Provided that the Tribunal m ay entertain an appeal after the expiry of the said period of thirty days if it is satisfied that there w as sufficient cause for the delay.

(a)     summon and en force the attendance of any person an d examine him on oath;

(b)    require the discovery an d production of documents;

(c)     receive evidence on affidavits;

(d)     call for the examination of witness or documents;

(e)     review its decision s;

(f)     dismiss, an application for default or deciding matters ex-parte;

(g)     set aside any order or dismissal of any application for default or any order passed by it ex parte; and

(h)     do anything which in the opinion of the, Tribunal is incidental or ancillary to its functions under this Decree.

Provided that, if the person intended by the company to be its representative in any a matter before the Tribunal is unable for good cause to attend the hearing thereof, the Tribunal may adjourn the hearing for such reasonable time as it thinks fit, or admit the appeal to be made by some other person or by way of a written statement.

239.   The provisions of any statute of limitation shall as far as may be necessary apply to any appeal brought before the Tribunal.

240.  The onus of proving any complaint within the Capital Market shall be on the complainant or appellant as the case may be.

242.   Save as provided elsewhere in this Decree, no Civil court shall have jurisdiction to entertain any suit or proceeding in respect of any matter which the Tribunal constituted under this Decree is empowered by or under this Decree to determine and do injunction shall be granted by any court or other authority in respect of any action taken or to be taken in pursuance of any power conferred on the Tribunal by or under this Decree .

244.   Each party to an appeal shall bear its own cost.

245.   An appeal against the decision of the Court of Appeal at the instance of either party or the Commission shall lie to the Supreme Court.

246.   Without prejudice to the foregoing provisions of this Decree, the Minister may give to the Commission such directives as appear to him to be just and proper for the effective discharge of the functions of the Commission under this Decree an d it shall be the duty of the, Com mission to comply.

(a)     that on account of grave emergency, the Commission is unable to discharge the functions and duties imposed on it by or under the provisions of this Decree; or

(b)     that the Commission has persistently made default in complying with any directive issued by him under this Decree; or

(c)     in the discharge of the functions and duties imposed on it by or under the provisions of this Decree and as a result of such default the financial status of the Commission or the administration of the Commission has deteriorated; or

(d)     that circum stances exist which render it necessary in the public interest so to do;

the Head of State, Commander-in-Chief of the Armed Forces may, on the recommendation of the Minister suspend the Com mission for such period, no t exceeding six months, as m ay be specified in the notification.

248.   The Commission shall furnish to the Head of State, Commander-in -Chief of the Armed Forces through the Minister reports pertaining to any proposed or existing programme for the promotion and development of the securities industry in Nigeria.

249.   The Commission may, by general or special order in writing delegate to any member, officer of the Commission or any other per son subject to such condition s, if any, as may b e specified in the order, such of its powers an d functions under this Decree as it may deem necessary.

250.   Notwithstanding the provisions of any other law or enactment to the contrary, any legal practitioner employed by the Commission shall be entitled to represent the Commission before an y court or the Tribunal.

251.   No suit, prosecution or other legal proceedings shall lie against the Federal Government or any officer of the Federal Government or any member, officer or other employee of the Com mission for anything which is done in good faith or intend ed to be don e under this Decree, or the rule s or regulations; made thereunder.

252.  Save as otherwise specifically provided under the provisions of this Decree whosoever contravenes or attempts to contravene or aids or abets the contravention of the provisions of this Decree or of any rules or regulations made thereunder, commits an offence and is liable on conviction to a fine not exceeding N100,000 or to imprisonment for a term not exceeding three years o r to both such fine and imprisonment.

254.     For the purposes of this section -

(a)     "company" means any body corporate and includes a firm or other association of individuals; and

(b)     "director" , in relation to a firm , means a partner in the firm .

Provided that no order shall be made under this section after the expiry of five years from the commencement of this Decree .

(a)     providing for anything requiring to be prescribed under this Decree; and

(b)     generally for carrying out the principles an d objectives of this Decree.

261.  (1)   Notwithstanding the provisions of this Decree the relevant provisions of all existing enactments, including the following -

(a)     the Trustees Investment Act;

(b)     the Borrowing b y Public Bodies Act;

(c)     the Companies and Allied Matters Decree 1990;

(d)     the Insurance Decree 1997 ;

(e)     the Central Bank o f Nigeria Decree 199 1;

(f)     the Nigerian Social Insurance Trust F und Decree 199 3;

(g)     the Banks And Other Financial Institution Decree 199 1;

(h)     the Nigerian Investment Promotion Decree 1995;

(i)     the Foreign Exchange (Monitoring And , Miscellaneous Provision s) Decree 1 995;

(j)     the Chartered Institute of Stock Brokers Decree 1992;

shall be read with such modification as to bring them into conformity with the provision s of this Decree .

(a)     determining, from time to time, in consultation with the Minister, what other business shall be included in the definition of investment and securities business;

(b)     prescribing the forms for returns an d other information required under this Decree;

(c)    prescribing the procedure for obtaining any information required under this Decree;

(d)    requiring returns to be made within the period specified therein by any company or enterprise to which this Decree applies;

(e)     prescribing the procedure an d criteria for approval of mergers, acquisitions and business combinations under this Decree ;

(f)     prescribing any fees payable under this Decree;

(g)     prescribing that the provisions of this Decree shall no t apply or shall apply with such modifications (if any) as may be specified in the regulations to any person or class of persons or any security or class I of securities or to an y transaction;

(h)     prescribing the information to be contained in any prospectus or offer documents filed under this Decree;

(i)     prescribing the procedure, criteria for approval and authorisation of Unit Trust Schemes and the information and documents to be filed with any application for such approval and authorisation;

(j)     prescribing the activities which constitute "insider dealings" the rules governing dealings in securities by insiders and defining the term "insider dealings" ;

(k)    without prejudice to the provisions of the Companies and Allied Matters Decree 1990 specifying for the protection of investors -

(i)     the matters to be disclosed relating to the public issue of capital, transfer of securities of public companies and other matters incidental there to,

(ii)     the form, manner and procedure for obtaining proxies including the information to be disclosed to investors before proxies are given by any person, and

(iii)     the manner in which such matters shall be disclose d by the companies;

(l)     prescribing the returns to be made by public companies in respect of unclaimed dividends;

(m)     providing for anything requiring to be prescribed under this Decree; and

(n)     generally for carrying out the principles an d objectives of this Decree.

(a)     the Lagos Stock Exchange Act;

(b)     the Nigerian Enterprises Promotion Issue of Non-voting Equity Shares Decree 1990;

(c)     the Securities and Exchange Commission Decree 1988; and

(d)     Part XVII of the Companies and Allied Matters Decree 1990.

(a)     the Capital Gains Act: section 3(d) is hereby repealed;

(b)     the Venture Capital (Incentives) Decree 1993,

(i)     sections 1(2), (3)(a), (4) and (5) and 4(b) are hereby repealed, and

(ii)    substitute for the words "Risk Fund" in sections 2, 5(1)(2) and 6, the words "Federal In land Revenue Service";

(c) the Nigerian Investment Promotion Commission Decree 1995: section 21(2) is hereby repealed.

(3)     It is hereby declared that without limiting the provisions of the Interpretation Act, the repeal or amendment of these enactments shall not affect any document made or anything whatsoever done or purported to have been don e under the enactments so repealed.

(4)     Every order , requirement, certificate, notice, direction, or thing decision, authorisation, con sent, application, request or thin g mad e, issued, given or d one under any enactment repealed by this Decree shall, if in force at the commencement of this Decree, continue in force and have effect as if made, issued, given or done under the corresponding provisions of this Decree.

264.     In this Decree, un less the context otherwise requires -

"agent" means a per son authorised by another to act for or in place of him and in relation to a securities dealer, includes a person who is, or has been a banker of the dealer at any given time;

"approved securities organisation" means a body corporate which is approved by the Commission under this Decree as a securities organization;

"associated persons" means a subsidiary, affiliate or agent of a member of any self-regulatory organization ;

"auditor" means an approved company auditor within the meaning of the Companies and Allied Matters Decree , 1990;

"a depository or custodian company" means a company acting as a custodian of securities in connection with a system of central handling of securities w hereby all securities of a particular class of an issuer deposited within the system are treated as fungible and may be transferred, loaned or pledged b y book-keeping en try without physical delivery of certificates;

"Board" means the Board or Council, in relation to a Securities Exchange or Capital Trade Point and includes the persons for the time being in whom the management of the Securities Exchange or Cap ital Trade Point is vested;

"book" includes any register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or micro-film or electronic pro cess or otherwise;

"broker" means any person engaged in the business of effecting transactions in securities for the account of others;

"Cap ital Trade Point" mean s an Exchange registered by the Com mission pursuant to this Decree, which constitutes, maintains or provides market place facilities for bringing together purchasers and sellers of securities or for otherwise performing, with respect to securities, the functions commonly performed by a Securities Exchange;

"certificate of registration" means any certificate or licence issued by the Commission as a part of its registration functions under this Decree;

"clearing and settlement companies" means any corporate body who acts as an intermediary, in making payments or deliveries or both in connection with transactions in securities and provides facilities for comparison of data regarding the terms of settlement of securities transactions on or for the allocation of securities settlement responsibilities;

"Commission" means the Securities and Exchange Commission referred to in subsection (1) of section I of this Decree;

"company" has the same meaning assigned to it in the Companies and Allied Matters Decree 1990;

"dealer " means a per son engaged in the business of buying and of selling securities for his account through a broker, sub-broker or any person in so far as he buys or sells securities for his own account either individually or in some fiduciary capacity but not as part of a regular business;

"dealer's representative" mean s a person, by whatever name described, in the direct employment of, or acting for, or by arrangement with, a dealer, who performs for that dealer any of the functions of a dealer (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission or otherwise; and includes an y director or officer o f a body corporate who perform s for the body corporate any of those functions (whether or not h is remuneration is as aforesaid );

"defalcation" means the act of a defaulter, act of embezzling, failure to meet an obligation, misappropriation of trust funds or money held in an y fiduciary capacity and failure to properly account for such funds;

"dealing in securities" means (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into -

(a)     any agreement for or with a view to acquiring, disposing or subscribing for, or underwriting of securities; or

(b)     any agreement the purpose or pretended purpose of securing a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;

"director" has the same meaning as is assigned to it in the Companies and Allied Matters Decree, 1 990;

"esusu" means any Community Savings Collection Scheme;

"executive officer" in relation to a body corporate, means any person by whatever name called and whether or not he is a director of the body corporate who is concerned or takes part in the management of the body corporate;

"Exchange" means any exchange registered by the Commission pursuant to this Decree which constitutes, maintains or provides a market place for bringing together, purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly perform ed by a stock exchange;

"Government Securities" means securities which are direct obligations of and guaranteed as to principal and interest repayment by the Federal Government of Nigeria, or a State or Local Government;

"insider trading" occurs where a person or group of persons who are in possession of some confidential. and price sensitive -information not generally available to the public, utilises such information to buy or sell securities for the benefit of himself, itself or an y person;

"investment adviser" means a person who -

(a)     carries on a business of advising others concerning securities;

(b)     as part of a regular business issues or promulgates analyses or makes reports concerning securities; or

(c)     pursuant to a contract or arrangement with a client, undertakes on behalf of the client (whether on a discretionary authority granted by the client or otherwise) the management of a portfolio of securities for the purpose of investment:

so however that the term investment adviser shall not include -

(i)     a bank as defined in section 2 of the Bank and Other Financial Institutions Decree 1 991,

(ii)     a company or society register ed under the Insurance Decree 1 997,

(iii)     a solicitor and advocate or accountant in practice whose carrying on of that business is solely incidental to the practice of his profession ,

(iv)     a dealer or his employee or a dealer's representative or an exempt dealer whose carrying on of that business is solely incidental to the conduct of his business of dealing in securities, or

(v)     the proprietor of a newspaper and holder of a permit issued under the Newspaper Decree 199 3 and where -

(a)     insofar as the newspaper is distributed generally to the public it is distributed only to subscribers to, and purchasers of, the newspaper for value;

(b)     the advice is given or the analysis or reports are issued or promulgated only thro ugh that newspaper;

(c)     that no person receives any commission or other consideration for giving the advice or for issuing or promulgating the analysis or reports; and

(d)     the advice is given and the analysis and reports are issued or promulgated solely as incidental to the con duct of that person's business as a newspaper proprietor;

"investment representative" means a per son, in the direct employment of or acting for or by arrangement with any of the functions of an investment adviser. (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission, or otherwise; and includes any director or officer of a body corporate who performs for such body corporate any of those functions (whether or not his remuneration is as a foresaid);

"jobbers" are person s who carry on the business of acquiring or disposing securities on behalf of others;

"licence" includes -

(a)     a dealer's licence;

(b)     an investment adviser's licence; or

(c)     a representative's licence,

"listing rules or requirements", in relation to a body corporate which maintains or provides, or proposes to maintain or provide, a stock market for dealing in securities in a Securities Exchange or Capital Trade Point means rules governing or relating to -

(a)     the admission to the official list of the body corporate, of bodies corporate, governments, unincorporated bodies or other persons for the purpose of the quotation on the stock market, or made available by bodies corporate, governments, unincorporated bodies or other persons or the removal from that official. list and for other purposes; or

(b)     the activities or conduct of bodies corporate, governments, unincorporated bodies and other persons who a re admitted to that list, whether those rules -

(i)     are made by the body corporate or are contained in any of the constituent documents of the body corporate; or

(ii)     are made by another person an d adopted b y the body corporate;

"member company" means a company which carries on business of dealing in securities and is recognised as a member company by a Securities Exchange or Cap ital Trade Point;

"Minister" means the Minister responsible for matters relating to finance and "Ministry" shall be construed accordingly;

"portfolio investment" means an investment in shares or other securities traded on a Securities Exchange or Capital Trade Point;

"prospectus" has the meaning assigned to it in the Companies and Allied Matters Decree 1990;

"quotation", in relation to securities and in relation to a stock market of a Securities Exchange or Capital Trade Point includes the displaying or providing, on a stock market of a Securities Exchange or Capital Trade Point, information concerning -

(a)     prices or considerations; in a case where offers to sell, purchase or exchange the securities at particular prices, or for particular consideration, Are made or accepted on that stock market;

(b)     offer s or invitations; in a ca se where offers or invitation s are made on that stock mark et, being offers or invitations which are intended, or may reason ably be expected , to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange the securities at particular prices or for particular consideration, those prices or that consideration; or

(c)     in any case, the price at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange the securities;

"relevant authority" -

(a)     in relation to a member company, means the Securities Exchange; or

(b)     Cap ital Trade Point by which the comp any is recognised;

"representative" mean s a dealer's representative or an investment representative;

"rules", in relation to a Securities Exchange or, Capital Trade Point, means the rules governing the members thereof by whatever name called and wherever contained and includes rules contained in the memorandum of association and the articles of association of the Securities Exchange or a Capital Trade Point;

"securities" means-

(a)     debentures, stocks or bonds issued or proposed to b e issued by a government;

(b)     debentures, stocks, shares, bonds or notes issued or proposed to be issued by a body corporate or unincorporated;

(c)     any right or option in respect of any such debentures, stocks, shares, bonds or notes; or

(d)     any interest as defined in section 106 of the Companies and Allied Matters Decree 1990;

(e)     futures contracts;

(f)     bills of exchange;

(g)     promissory notes or certificates of deposit issued by a bank which has a tenure of not less than nine months, and the term securities in this Decree includes those securities in the category of the securities listed in (a) - (g) above which may be transferred by means of any electronic mode approved by the Commission and which may be deposited, kept or stored with any licensed depository or custodian company as provided under this Decree;

"Securities Exchange" mean s a Stock Exchange or an approved securities organisation such as a Commodity Exchange, Metal Exchange, Petroleum Exchange, Options, Futures, Over the Counter Market, and other derivatives exchanges;

"self regulatory organization" means any registered Securities Exchange, Capital Trade Point, an association of securities dealers, clearing corporation or any other self-regulatory body app roved as such by the Commission;

"share" means a share in the share capital of a body corporate and includes stock except where a distinction between stock and shares is express or implied;

"share certificate" means an instrument of a body corporate certifying that the person therein named is entitled to a certain number of shares and is prima facie evidence of his ownership whether electronically expressed or otherwise as may be approved by the Commission and kept, lodged or stored with a licensed depository or custodian company in accordance with the provision s of this Decree ;

"stockbroker" means a person who is a member of a Securities Exchange or Capital Trade Point and registered

by the Commission as a mark et operator;

"stock market" mean s a market, or other place o r facility at which or on which securities are traded ;

"sub-broker" means a person who has satisfied the conditions laid down by a Securities Exchange or Capital Trade Point for such status and who is therefore authorized to deal in the securities listed on the Exchange under the control and supervision of a dealing member.

"transfer agent" means any person who engages on behalf of an issuer of securities or on behalf of itself in -

(a)     counter-signing securities up on issuance ;

(b)     monitoring the issuance of securities with a view to preventing unauthorized issuance , a function commonly performed by a person called a registrar;

(c)     registering the transfer of securities;

(d)     exchanging or converting securities;

(e)     transferring, record ownership of securities by book-keeping entry without physical issuance of securities certificates;

(f)     offers to sell, purchase or exchange securities regularly made or accepted;

(g)     offers or invitations which are intended, or may reasonably be expected, to result, whether directly of indirectly, in the making or acceptance of offers to sell, purchase or exchange securities; or

(h)     information regularly provided concerning the prices at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell purchase or exchange securities;

"trust account" means a trust account established under this Decree ;

"trust deed" means the agreement drawn up between the trustees and the manager for regulating the operation

of a unit trust scheme;

"trustee" under a unit trust scheme means the person in whom the property for the time being subject to any trust created in pursuance of the scheme is or m ay be vested in accordance with the term s of the trust;

"underwriter" mean s a person who has purchased from an issuer with a view to or offers o r sells for a n issuer in connection with the distributions of any security or participates or has a direct or indirect participation in any such undertaking; but does not include a person whose interest is limited to a commission from an underwriter or a dealer not in excess of the usual and customary distributor's or seller's com mission;

"unit trust scheme" means any arrangement made for the purpose, or having the effect, of providing facilities for the participation by persons as beneficiaries under a unit trust, in profits or income arising from the acquisition, holding, management or disposal of securities or, any other property;

"units" in relation to a unit trust scheme, means an y units described (whether as un its or otherwise) into which are divided the beneficial interest in the assets subject to any trust created under the scheme.

265.     This Decree may be cited as the Investments and Securities Decree 1999 .