Section 144 Investments and Securities Act

Section 144 of the Investments and Securities Act 2025 is about Authority to proceed with takeover. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Except as may be specified in the rules and regulations, no person or two or more persons jointly or in concert, shall make a takeover bid unless an authority to proceed with the takeover bid has been granted by the Commission under this section and is in effect at the date of the takeover bid.

(2) An application for an authority to proceed with a takeover bid shall —
(a) be made to the Commission by or on behalf of the person proposing to make the bid;
(b) give the name and other particulars of that person; and
(c) give particulars of the proposed bid and contain such information and be accompanied by such documents or reports, as may be prescribed by regulations made under this Act.

(3) The Commission may require the person making an application to furnish it with such further information as it reasonably considers necessary to enable it make a decision on the application and that person shall, give the information to the Commission.

(4) The Commission may consult with persons as it deems necessary in order to make a decision on an application.

(5) Except as may be necessary for the purpose of any consultation under subsection (4), the Commission shall keep confidential the contents of an application, any document or report accompanying an application and any information given under subsection (3).

(6) For the purpose of deciding whether or not to grant an authority to proceed with a take-over bid, the Commission shall —
(a) have regard to the likely effect of the take-over bid if successfully made —
(i) on the economy of Nigeria, and
(ii) on any policy of the Federal Government with respect to manpower and development; and
(b) determine whether all shareholders are fairly, equitably and similarly treated and given sufficient information regarding the take-over.

(7) Where the Commission is satisfied that none of the matters referred to in subsection (6) would be adversely affected, it shall grant an authority to proceed with the proposed take-over bid.

(8) An authority to proceed with a proposed take-over bid shall be —
(a) in writing signed by or on behalf of the Commission; and
(b) dated and give sufficient particulars of the proposed take-over bid to enable it to be identified.

(9) An authority to proceed with a take-over bid shall remain in effect for —
(a) the period of three months following the date of authority; or
(b) such longer period as the Commission may, on application made to it before the expiration of the period referred to in paragraph (a) allow.