Section 147 Investments and Securities Act

Section 147 of the Investments and Securities Act 2025 is about Liability for false or misleading statement. It is under Part XII (Mergers, Take-overs and Corporate Restructuring) of the Act. It provides as follows:

(1) Where any document or information is required to be submitted to the Commission under this Part or the rules and regulations in relation to a take-over, merger or restructuring —
(a) an acquirer, an offeror or a person making a compulsory acquisition or effecting a merger or restructuring, its officers or associates;

(b) an offeree, its officers or associates;
(c) a financial adviser or an expert; or

(d) such other person as the Commission may determine;
shall not —
(i) submit or cause to be submitted any document or information that is false or misleading,
(ii) provide or cause to be provided any document or information from which there is a material omission, or
(iii) engage in conduct that he knows to be misleading or deceptive or is likely to mislead or deceive.

(2) A person who contravenes subsection (1), commits an offence and is liable on conviction to a fine of not less than N5,000,000 or to imprisonment for a term not more than five years or both.

(3) The Commission may, in lieu of prosecution, impose a penalty of not less than N10,000,000 in addition to any of the actions specified in section 148.