Section 239 Investments and Securities Act

Section 239 of the Investments and Securities Act 2025 is about Offences. It is under Part XV (Commodities Exchange and Warehouse Receipts) of the Act. It provides as follows:

(1) A person shall not —
(a) create or cause to be created or do anything that is calculated to create a false or misleading appearance of active trading in a commodity exchange, or a false or misleading appearance with respect to the market for, or the price of trading in, commodity contracts;

(b) execute, or hold himself out as having executed, an order for the purchase or sale of a commodity contract on a commodity exchange without having effected a purchase in good faith or sale of the commodity contract in accordance with the business rules and practices of the commodity exchange;

(c) circulate, disseminate, authorise the circulation or dissemination of, any statement or information to the effect that the price of trading in any class of commodity contracts is, or is likely to rise or fall because of the market operations of one or more persons knowing such information to be about false trading;

(d) directly or indirectly —
(i) manipulate, or attempt to manipulate, the price of a commodity contract that may be dealt in on a commodity exchange, or
(ii) corner, or attempt to corner, any commodity which is the subject of any commodity contract;

(e) directly or indirectly, in connection with any transaction with any other person involving trading in a commodity contract —
(i) employ any device, scheme or artifice to defraud that other person,
(ii) engage in any act, practice or course of business which operates as
a fraud or deception, or is likely to operate as a fraud or deception, of that other person, or
(iii) make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

(f) directly or indirectly, for the purposes of inducing or attempting to induce another person to trade in a commodity contract or class of commodity contracts, make or publish —
(i) any statement which is, at the time and in the light of the circumstances in which it is made, false, misleading or deceptive with respect to any material fact and which he knows, or has reasonable grounds for believing, is false, misleading or deceptive, or

(ii) any statement which is, by reason of the omission of a material fact rendered false, misleading or deceptive and which he knows, or has reasonable grounds for believing, is rendered false, misleading or deceptive by reason of the omission of that fact.

(2) A person who contravenes any provision of this section commits an offence and is liable on conviction, in the case of —
(a) an individual, to a fine of not less than N5,000,000 or to imprisonment for a term of not less than five years or both, or
(b) a body corporate, to a fine of not less than N50,000,000.