Section 103 Investments and Securities Act

Section 103 of the Investments and Securities Act 2025 is about Prohibition of issuance or circulation of certain notices, circulars and advertisements. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) A person shall not without the prior approval of the Commission issue, circulate, publish, disseminate or distribute any notice, circular or advertisement to the public which —
(a) offers for subscription or purchase of securities in a company;
(b) invites subscription for or purchase of securities; or

(c) calls attention to —
(i) an offer or intended offer for subscription or purchase of securities in a company,
(ii) an invitation or intended invitation to subscribe for or purchase any such securities, or
(iii) a prospectus.

(2) This section shall not apply to a —
(a) notice or circular which relates to an offer or invitation not made or issued to the public;
(b) registered prospectus;

(c) notice, circular or advertisement which calls attention to a registered prospectus and states that allotments of, or contracts with respect to the securities referred to in the prospectus shall be made only on the basis of one of the forms of application referred to in and attached to a copy of the prospectus and contains no other information or matter other than some or all of the following information —
(i) the number and description of the securities to which the prospectus relates,
(ii) the name of the issuer, the date of its incorporation and the number of the issuer’s issued securities and where the issue price of any securities is to be paid by instalments, the amounts paid and unpaid on those issued securities,

(iii) the general nature of its main business or the proposed main business of the issuer,
(iv) the names, addresses and occupation of the directors or proposed directors,
(v) the names and addresses of capital market operators to the issue,
(vi) the name of the securities exchange, if any, of which the brokers and issuing houses to the issue are members or participants, and
(vii) particulars of the time and place at which copies of the registered prospectus and form of application for the shares to which it relates may be obtained; and

(d) notice or circular which —
(i) accompanies a notice or circular referred to in paragraphs (a) or (c),
(ii) is issued or circulated by a person whose ordinary business includes advising clients in connection with their investments and is issued or circulated only to clients so advised in the course of that business,
(iii) contains a statement that that person recommends the investment to which it or the accompanying document relates, and
(iv) contains a statement that the person making the recommendation is an underwriter or sub-underwriter as the case may be.

(3) This section applies to notices, circulars and advertisements published or disseminated by a newspaper, radio or television broadcasting, cinematograph, electronic media platforms, or any other means.

(4) A person who —
(a) contravenes the provisions of this section, or
(b) authorises or permits an act which constitutes a contravention of this section,
commits an offence and is liable on conviction to a fine of not less than N5,000,000 or imprisonment for a term of not less than three years or both.

(5) The Commission may, in lieu of prosecution under subsection (4), sanction a person who contravenes the provisions of this section by imposing a penalty of not less than N50,000,000 and a further sum of not less than N20,000 for every day the violation continues.

(6) Where a notice, circular or advertisement relating to a company is issued, circulated, published, disseminated or distributed in contravention of this section by or with the authority or permission of an officer of the company, the company is liable to a penalty of not less than N5,000,000 and a further sum of not less than N5,000 for every day the violation continues.