Section 143 Investments and Securities Act

Section 143 of the Investments and Securities Act 2025 is about Compliance with code and rules. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Save as otherwise provided in this Part, any person who makes a take-over bid shall do so in accordance with the provisions of this Act and the rules and regulations made under this Act.

(2) Subject to exemptions, an acquirer who has obtained control in a public company or seeks to obtain control in a public company shall make a take-over bid, in accordance with the provisions of the rules and regulations made under this Act.

(3) Subject to any exemption, an acquirer who has obtained control shall not acquire any additional voting rights or voting shares in that company or voting rights, as the case may be, except in accordance with the provisions of the rules and regulations made under this Act.

(4) Where an acquirer fails to comply with the provisions of subsection (2) or with the directives of the Commission, the acquirer shall be liable to a penalty of not less than N10,000,000 and N25,000 for every day the violation continues, and shall in addition sell down his holdings in the target company under a supervised process and relinquish control, arising from such holdings.

(5) Any other person who contravenes the provisions of this section shall be liable to a penalty of not less than N10,000,000 and a further sum of N25,000 for every day which the violation continues and such other sanction as may be deemed appropriate.

(6) A person who asserts that it qualifies for any exemption shall, within 30 days following the acquisition of shares which would otherwise require it to make a mandatory take-over bid, give notice of such acquisition to the Commission and seek exemption from making the mandatory take-over bid.