Section 357 Investments and Securities Act
Section 357 of the Investments and Securities Act 2025 is about Interpretation. It is under Part XVIII (Miscellaneous Provisions) of the Act. It provides as follows:
In this Act —
“agent” means a person authorised by another to act for or in place of him and in relation to a securities dealer, includes a person who is, or has been a banker of the dealer at any given time;
“appropriate officer” means the chief executive or any other officer authorised by the council of a state government, local government, or board of a statutory or government agency;
“approving authority” in the case of the Federal Government means the Federal Executive Council, in the case of a state government means the executive council of the State, in the case of a local government means the local government council and in the case of a government agency or statutory body means the board or the supervisory ministry of that body;
“asset” includes any real or personal property, whether tangible or intangible, intellectual property, goodwill, choses in action, right, license, cause of action or claim and any other asset having a commercial value;
“associated person” means a subsidiary, affiliate or agent of a member of any regulated entity;
“auditor” means a member of a body of accountants, recognised by an Act or any other enactment and appointed as auditor of a company or collective investment scheme by managers with the approval of the trustees;
“bid” means an invitation or an offer;
“board of trustees” refers to the board of trustees of an investor protection fund;
“bond” means an instrument of indebtedness issued by a body to secure the repayment of money borrowed by such body;
“bond holder” means a person holding a bond and whose name is entered as the owner in the register;
“book” includes any register, document or other record of information and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or micro-film, electronic process or otherwise;
“breach” means a failure to comply with directives of the Commission, observe or give effect to the provisions of this Act or any rules made under this Act, in circumstances where there is an obligation to do so;
“capital market” means a financial market that brings buyers and sellers together to trade securities, commodities, and other financial assets;
“capital market operator” means any persons, individual or corporate, duly registered by the Commission to perform specific functions in the capital
market;
“capital market participant” means an investor, issuer, capital market operator, securities exchange, financial market infrastructure or any other person or entity participating in the capital market;
“cash” means any cash equivalent other than physical cash;
“central clearing house” means an entity responsible for settling trading accounts, clearing trades, regulating delivery, and reporting trading data, and
it is a central location or central processing mechanism through which payment system participants agree to exchange payments;
“central counterparty” means a central clearing house that interposes itself
between counterparties to contracts traded in one or more financial markets, becoming the buyer to every seller and the seller to every buyer and thereby ensuring the performance of open contracts;
“central securities depository” means an entity that enables securities transactions to be processed and settled by book entry, provides securities
accounts, central safekeeping services, asset services, which may include, among other things, the administration of corporate actions and redemptions, and plays an important role in helping to ensure the integrity of securities issues;
“certificate of registration” means any certificate or license issued by the Commission as a part of its registration functions under this Act;
“cleared contract” means a clearing member contract or a clearing member client contract;
“clearing house” in relation to a commodity exchange, means a body corporate that clears and settles commodity contracts, and ensures that parties honour contractual obligations arising out of those commodity contracts;
“clearing member” means a user of a central counter party or central clearing house authorised to perform clearing services, which has entered into an agreement with the central counter party or central clearing house, or in relation to a commodities exchange means an institution that is licensed by a commodities exchange to clear and settle deals resulting from trading on the
exchange on its own account as well as on accounts of its clients;
“clearing member client contract” means a contract between a financial market infrastructure and one or more clearing members’ clients or indirect clients which is recorded in the accounts of the financial market infrastructure as a position held for the account of a client, an indirect client or a group of
clients or group of indirect clients;
“clearing member contract” means a contract between a financial market
infrastructure and a clearing member recorded in the accounts of the financial market infrastructure as a position held for the account of a clearing member itself;
“clearing and settlement company” means any corporate body which acts as an intermediary in making payments or deliveries or both in connection with transactions in securities and provides facilities for comparison of data regarding the terms of settlement of securities transaction or for the allocation of securities settlement responsibilities;
“client trade” means a contract between two or more clearing members’ clients or indirect clients which corresponds to a clearing member client contract, other than any excluded trades;
“close-ended investment scheme” means a pooled investment fund in whatever legal form which raises a fixed and irredeemable amount of capital for investment into a portfolio of assets and securities in accordance with a specified investment objective for purposes such as capital preservation and income generation, and can be listed and traded on a recognised exchange;
“code” means the Nigerian Takeover Code as may be formulated by the Commission in accordance with the provisions of this Act;
“collateral management company” means a company registered by the Commission to manage commodities as collateral or engaged in any other
activity connected with or related to any commodity or any other activity as may be determined by the Commission;
“collateral security” means any realisable asset provided under a charge or repurchase or similar agreement, or otherwise, including credit claims and money provided under a charge, for the purpose of securing rights and obligations potentially arising in connection with a system;
“collateral security charge” means collateral security that consists of realisable assets, including money, provided under a charge;
“collective investment scheme” means a scheme or arrangement in whatever form, including an open-ended and close-ended investment scheme, under
which members of the public or qualified investors are invited or permitted to invest money or other assets in a portfolio, and in terms of which —
(a) two or more investors contribute money or other assets to and hold a participatory interest in a portfolio of the scheme through shares, units or any other form of participatory interest;
(b) such contributions are pooled and such portfolio of the scheme is managed as a whole;
(c) such contributions entitle such investors to hold a participatory interest in the portfolio of the scheme through shares, units or any other form of participatory interest; or
(d) such investors share the risk and the benefit of investment in proportion to their participatory interest in a portfolio of a scheme or on any other basis determined in the deed, but not a collective investment scheme authorised by any other Act;
“commercial or investment business activities” means any activity relating to micro, small and medium scale enterprise, venture capital and private equity funding or such other commercial or investment business activities as the
Commission may determine;
“Commission” means the Securities and Exchange Commission;
“commissioner” means the commissioner in a state responsible for matters relating to finance;
“commodity” means —
(a) any produce, item, commodities, article, index, right, or interest of any nature as may be prescribed in the rules and regulations made under this Act;
(b) produce, items, commodities or article that is the subject of any
commodity forward contract, leveraged commodity trading, contract, future contract and other commodities derivatives including precious metals, electricity, crude oil and gas, agricultural produce, livestock, currency, solid minerals, digital assets, by-products of commodities, processed commodities products and such other commodities as are customarily traded on the exchange;
(c) leveraged commodity trading, contract made under trading in differences, spot commodity trading, or futures trading, including an index, a right or an interest in such commodity, tangible property or intangible property of any nature that belongs to a class of indices, rights or interests;
“commodity contract” means any contract in relation to a commodity;
“commodity exchange” means —
(a) a market, whether in Nigeria or any other jurisdiction, registered or recognised by the Commission where commodity contracts are regularly made or traded;
(b) an electronic system, whether operating in Nigeria or elsewhere, through which trading in commodity contracts is carried out, but excludes an electronic facility which merely provides price or other information relating to commodity contract, whether that facility is part of or carried on in conjunction with the provision of any other information not related to commodity contracts and which does not permit users of the facility to channel orders for, execute transactions in, or make markets in, commodity contracts; or
(c) a platform for trading of commodity futures contract and other commodities derivatives;
“commodity forward contract” means a contract the effect of which is that one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time, but does not include a commodity futures
contract;
“company” has the same meaning as defined in the Companies and Allied Matters Act, No. 3, 2020 and includes any other company recognised by the
Commission under any other Act;
“control” means control of an entity by a person who —
(a) beneficially owns more than one half of the issued share capital or assets of the undertaking;
(b) is entitled to vote a majority of the votes that may be cast at a general meeting of the company, or has the ability to control the voting of a majority of those votes, either directly or through a controlled entity of that person;
(c) is able to appoint or to veto the appointment of a majority of the directors of the company;
(d) is a holding company, and the company is a subsidiary of that company as contemplated by the Companies and Allied Matters Act, No. 3, 2020;
(e) in relation to takeover means the acquisition or holding of, or entitlement to exercise or control the exercise of voting shares or voting rights of more than 30%, or such other threshold, as may be prescribed by the Commission;
(f) in the case of an undertaking that is a trust, has the ability to control the majority of the votes of the trustees, to appoint the majority of the trustees or to appoint or change the majority of the beneficiaries of the trust;
(g) in the case of the undertaking which is a nominee undertaking, owns the majority of the members’ interest or controls directly or has the right to control the majority of members’ votes in the nominee undertaking; or
(h) has the ability to materially influence the policy of the undertaking in a manner comparable to a person who, in ordinary commercial practice, can exercise an element of control referred to in paragraphs (a)-(g);
“corner” means to acquire enough units of a security or to hold a significant commodity position to be able to manipulate its price;
“court” means the Investments and Securities Tribunal, Federal High Court, or any other court of competent jurisdiction;
“credit enhancement service” means any financial strategy or service provided by financial institutions or third parties to improve the credit rating, credit quality or liquidity of a borrower or a financial product;
“custodial agreement” means the agreement drawn up between the
custodian and other parties in a collective investment scheme;
“custodian” means a person who has custody as a bailee of assets,
securities or certificates issued in the name of the investor, or in the name of
a scheme and its trustee which appears in the issuer’s register as the beneficial
or legal owner of such assets, securities or certificates;
“dealer” means a person engaged in the business of buying and selling of
securities for own account;
“dealing member” means a body corporate that is a member of a recognised
exchange and is licensed to engage in dealing in securities on that exchange;
“dealing in securities” means making or offering to make with any person,
whether as principal or agent, or inducing or attempting to induce any person
to enter into or to offer to enter into —
(a) any agreement for or with a view to acquiring, holding, disposing
or subscribing for, or underwriting of securities; or
(b) any agreement for the purpose of securing a profit to any of the
parties from the proceeds or yield of securities or by reference to
fluctuations in the value of securities;
“default arrangement” means a system put in place to limit systemic and
other types of risk which arise in the event of a participant appearing to be
unable, or likely to become unable, to meet its obligations in respect of a
transfer order, including, any default rules within the meaning of Part V – C or
any other arrangement for —
(a) netting;
(b) the closing out of open positions;
(c) the application or transfer of collateral security; or
(d) the transfer of assets or positions on the default of a participant in
the system;
“defaulter” means a person in respect of whom action has been taken by
a financial market infrastructure under its default arrangements;
“default proceeding” means any action taken by a financial market
infrastructure under its default rules;
“default rules” mean the rules of a registered securities exchange or
registered financial market infrastructure which provide for the taking of
action in the event of a person appearing to be unable, or likely to be unable,
to meet his obligations under the rules of the registered securities exchange or
registered financial market infrastructure or otherwise in respect of one or
more market contracts connected with the registered securities exchange or
registered financial market infrastructure;
“delivery” means voluntary transfer of possession or legal title from one
person to another;
“depositor” means any person who deposits a commodity in a warehouse
for storage, handling, or shipment, or who is the owner or legal holder of an
outstanding warehouse receipt or who is lawfully entitled to possession of
the commodity;
“depository” means a custodian who holds securities on behalf of known
investors but whose name appears on the issuer’s register as a fiduciary
nominee for the benefit of the investors and who operates a system of central
handling of securities of a particular class of an issuer deposited within its
system and may be transferred, loaned or pledged by bookkeeping entry
without physical delivery of certificates;
“derivatives” means any financial instrument or contract that creates rights
and obligations and whose market price, value, delivery or payment obligations
are derived from, referenced to or based on the value of one or more underlying
including an asset, a security, a rate or index, a measure of economic value or
a default event and any other instrument designated as a derivative by rules
and regulations made under this Act;
“director” means a director as defined in the Companies and Allied Matters
Act No. 3, 2020;
“eligible pledgee” means any financial institution licensed by the Central
Bank of Nigeria to among other things provide financing against securities
including warehouse receipts that is admitted to the electronic warehouse
receipt system of a collateral management company;
“entity” means any legal person incorporated under the Companies and Allied Matters Act No. 3, 2020 or registered under an Act of the National Assembly, including Nigeria Export Processing Zones Authority Act, Cap. N107, Laws of the Federation of Nigeria, 2004, Oil and Gas Free Zones Authority Act, Cap. O5, Laws of the Federation of Nigeria, 2004 and subnational, local governments, agencies of government and supranational
bodies;
“exchange” in relation to an investor protection fund means the securities
exchange which established the fund;
“exchange holding company” means a parent company of any entity
approved as a securities exchange or any other entity that has been approved
as an exchange holding company by the Commission;
“executive council” means the Federal Executive Council or the executive
council of a state;
“executive officer” in relation to a body corporate, means any person by
whatever name called and whether a director or not who participates in the
management of the body corporate;
“expert” means an engineer, legal practitioner, accountant or any other
person whose profession gives authority to a statement made or action taken
by him;
“facility” when used with respect to an exchange includes its premises,
tangible or intangible property whether on the premises or not, any right to
the use of such premises or property or any service for the purpose of effecting
or reporting a transaction on an exchange including any system of
communication to or from the exchange, by ticker or otherwise, maintained
by or with the consent of the exchange, and any right of the exchange to the
use of any property or service;
“filing” means delivery to the Commission through mails, electronically or
otherwise of all papers or applications required to be filed with the Commission
under this Act and regulations made under this Act, and the date on which the
papers or applications are actually received by the Commission at its principal
office shall be the date of filing the papers or applications;
“financial market infrastructure” means any entity set up to carry out
centralised, multilateral clearing, settlement, caching or recording activities,
or provide a platform for trading securities, and, includes systemically
important market participants, trade repositories, securities exchanges, central
counterparties, central clearing houses, central securities depositories, and
securities settlements systems;
“financial sector regulator” means any government authority, body, agency
or entity within or outside Nigeria responsible for —
(a) monitoring, mitigating and managing systemic risk for promoting financial stability; or
(b) the supervision or oversight of financial market intermediaries or capital market participants;
“general obligation debt securities” means debt securities issued to finance the various projects of the government and repayable out of the general revenue
and assets of the issuer;
“government securities” means securities which are direct obligations of and whose principal and interest repayments are guaranteed by the Federal Government of Nigeria, a State Government or a Local Government;
“holder” in relation to —
(a) collective investment scheme means any investor or beneficiary who has acquired units of a collective investment scheme and is entitled to a pro-rata share of dividends, interest, profit or other income of the securities comprised in the units; or
(g) warehouse receipt means a person who is in possession of a warehouse receipt and has proprietary interest in the commodities;
“income accrual” in relation to a collective investment scheme means any dividend or interest or profit or any other income for distribution received by
the trustee, custodian or manager on behalf of investors in a portfolio in the course of any income distribution period or carried forward from any previous income distribution period or due to such investors in respect of dividends or interest or any income declaration made but not yet distributed;
“indirect participant” means an institution, central counterparty, settlement
agent, clearing house, or system operator —
(a) which has a contractual relationship with a participant in a system that enables the indirect participant to effect transfer orders through that
system, and
(b) the identity of which is known to the system operator;
“insider” includes —
(a) any person who is connected with the company in any of the
following capacities—
(i) a director of the company or a related company,
(ii) an employee or officer of the company or a related company,
(iii) an employer of the company or a related company,
(iv) a person involved in a professional or business relationship with the company,
(v) any shareholder of the company who owns 5% or more of any
class of securities;
(vi) members of audit committee of a company; or
(vii) in any relationship whatsoever with the company, its member or any other insider listed in subparagraph (i) to (vi);
(b) any of the persons not listed in paragraph (a), who by virtue of having been connected with any such person or connected with the company in whatever way, possesses unpublished price sensitive information in relation to the securities of the company;
(c) any person holding unpublished price sensitive information in relation to securities of a particular body corporate; and
(d) other persons who misappropriated, and took advantage of, confidential information from their employers;
“insider dealing or insider trading” means buying or selling of securities by an insider and occurs when a person or group of persons who being in possession of confidential, non-public and price sensitive information utilises
such information to buy or sell securities for his or its benefit or for the
benefit of any other person;
“insolvency proceedings” means any judicial or administrative proceeding
in Nigeria against a person or an entity under a law relating to bankruptcy or
insolvency in which the assets and affairs of the person or entity are subject
to the control or the supervision of a tribunal, judicial or administrative body
for the purpose of reorganisation or liquidation and extends, where appropriate,
to an administrative and business rescue-oriented receivership where the
interests of various categories of creditors, collective insolvency priority and
preference rules are acknowledged whether based on a special statute or
otherwise;
“institution” in relation to a financial market infrastructure means —
(a) relevant capital market operator;
(b) a public authority or publicly guaranteed undertaking;
(c) any undertaking whose head office is outside Nigeria and whose
functions correspond to those specified in paragraphs (a) and (b); or
(d) any undertaking which is treated by the Commission as an institution
which participates in a system and is responsible for discharging the financial
obligations arising from transfer orders effected through the system;
“internal control” means policies, procedures and practices prescribed by
management to ensure safety of assets, accuracy of financial records and
reports, achievement of corporate objectives and compliance with laws,
regulations and applicable corporate governance standards;
“investment adviser” means a person registered by the Commission to
carry on the business of advising others concerning securities, or issue, publish
analysis or make reports concerning securities:
Provided that the term investment adviser shall not include —
(a) a Trank as defined in the Banks and Other Financial Institutions Act,
No. 5, 2020;
(b) a company or society registered under the Insurance Act Cap. I 17 laws of the Federation of Nigeria, 2004;
(c) the proprietor of a newspaper and holder of a permit issued under the Newspapers Act and where —
(i) the newspaper is distributed generally to the public, it is distributed
only to subscribers to, and purchasers of, the newspaper for value,
(ii) the advice is given or the analysis or reports are issued or published
only through that newspaper,
(iii) no person receives any commission or other consideration for
giving the advice or for issuing or publishing the analysis or reports, and
(iv) the advice is given and the analysis and reports are issued or published solely as incidental to the conduct of that person’s business as a newspaper proprietor;
“investor protection fund” means a fund established by an exchange to
mitigate losses suffered by investors;
“invitation” means a statement, however expressed, which offers securities to a person or class of persons;
“issuer” means —
(a) any person or entity that issues securities under this Act,
(b) in relation to collective investment schemes, any person or company discharging the duties of a manager under the provisions of the trust deed or other agreement under which the units or securities are issued or such other person as may be determined by the Commission, or
(c) in relation to issuance of securities under Part XVI, the body or
bodies referred to in section 268 of this Act;
“legal entity identifier” means a code that uniquely identifies every distinct
entity or structure that is a party to a financial transaction;
“listed company” means a company admitted into the official list of a
securities exchange for the purpose of, among others, the quotation, trading
of, and dealing in, the securities of the company and which is subject to the
regulatory oversight of that securities exchange;
“listing” means the admission of securities, commodities, financial products
or instruments into the official list of a registered exchange for the purpose
of, among others, the admission, quotation, trading of, and dealing in such
securities, commodities, financial products or instruments which is subject
to the regulatory oversight of that securities exchange;
“listing rules” means regulations applicable to any listed company or listing
on a registered exchange, subject to the oversight and approval of the
Commission”;
“loan” means internal loan and includes any arrangement under which a
body is to be afforded credit facilities and references to the making, acceptance,
repayment or application for a loan or to any other form of transaction relating
to a loan shall be construed accordingly; or means any arrangement for a
credit facility including the making, acceptance, repayment and application of
such facility or any other transaction connected to it;
“manager” means a fund or portfolio manager registered by the
Commission;
“market charge” means a charge, whether fixed or floating, granted in
favour of a financial market infrastructure for the purpose of securing debts
or liabilities arising from and in connection with ensuring the performance of
market contracts;
“market collateral” means one or more of the forms of security accepted
by a financial market infrastructure;
“market contract” in relation to securities exchange and financial market
infrastructure means contracts by —
(a) a member of the securities exchange with a person other than the
securities exchange whether or not made on the securities exchange;
(b) the securities exchange, with its member, or with a financial market
infrastructure or with another securities exchange, for the purpose of
enabling the rights and liabilities of that member or financial market
infrastructure or other securities exchange under a transaction to be settled;
(c) a securities exchange with its member or with a financial market
infrastructure or with another securities exchange for the purpose of
providing central counterparty services to that member or financial market
infrastructure or other securities exchange;
(d) a financial market infrastructure, with its member or with another
financial market infrastructure, for the purpose of —
(i) enabling the rights and liabilities of that member or other financial
market infrastructure under a transaction to be settled, or
(ii) providing central counterparty services to that member or other
financial market infrastructure; or
(e) a financial market infrastructure in relation to transactions cleared
through its system including clearing member contract, clearing member
client contract and client trade;
“market contract” means —
(a) in relation to securities exchange, contracts entered into by —
(i) a member of the securities exchange with a person other than
the securities exchange which are either contracts made on the securities
exchange or contracts, the making of which the member was subject
to the rules of the securities exchange,
(ii) the securities exchange, with a member of the securities
exchange, or with a financial market infrastructure or with another
securities exchange, for the purpose of enabling the rights and liabilities
of that member or financial market infrastructure or other securities
exchange under a transaction to be settled, or
(iii) a securities exchange with a member of the securities exchange
or with a financial market infrastructure or with another securities
exchange for the purpose of providing central counterparty services to
that member or financial market infrastructure or other securities
exchange;
(b) in relation to a financial market infrastructure, contracts entered into by the financial market infrastructure, with a member of the financial market infrastructure, or with another financial market infrastructure, for the purpose of —
(i) enabling the rights and liabilities of that member or other financial market infrastructure under a transaction to be settled, or
(ii) providing central counterparty services to that member or other financial market infrastructure;
(c) in relation to transactions cleared through a financial marketinfrastructure —
(i) a “clearing member house contract” being a contract between a financial
market infrastructure and a clearing member recorded in the accounts of the
financial market infrastructure as a position held for the account of a clearing member itself,
(ii) a “clearing member client contract” being a contract between a financial market infrastructure and one or more clearing members’ clients or indirect clients which is recorded in the accounts of the financial market infrastructure as a position held for the account of a client, an indirect client or a group of
clients or group of indirect clients,
(iii) a “client trade” being a contract between two or more clearing members’ clients or indirect clients which corresponds to a clearing member client contract, other than any excluded trades, or
(iv) contracts entered into by a financial market infrastructure with another financial market infrastructure for the purpose of providing central counterparty services to a securities exchange or clearing house;
“market participant” means any person involved in any aspect of capital market transaction or operation under this Act;
“market venue” means any platform whether physical or virtual where
securities and other financial instruments are traded;
“member” means a company which carries on business of dealing in
securities and is recognised as a member of a securities exchange;
“merger” means the amalgamation, combination, acquisition, establishment, or otherwise directly or indirectly, by one or more persons, whether by
purchase of shares or lease of assets, resulting in a joint venture, control over or significant interest in the whole or a part of a business of any other person;
“Minister” means the Minister responsible for matters relating to finance;
“offer” means a statement, however expressed, which offers securities to
a person or class of persons;
“offeree company” means a company whose shares are the subject of a
take- over bid;
“offeror” means a person or two or more persons jointly or in concert
who make a take-over bid;
“open-ended investment company” means a collective investment scheme
incorporated as a company with variable capital permitting realisation or
redemption of shares of representative investment value in the underlying
portfolio of assets or securities of the company;
“participatory interest” means any interest, undivided unit or share whether
called a participatory interest, unit or by any other name, and whether the
value of such interest, unit, undivided share or shares remain constant or
varies, which may be acquired by an investor in a portfolio;
“participant” in relation to Part V means —
(a) an institution;
(b) a system operator;
(c) a body corporate or unincorporated association which performs
any combination of the functions of a financial market infrastructure, registered by the Commission to perform clearing and related functions
such as a central counterparty, a settlement agent or a clearing house, with
respect to a system; or
(d) an indirect participant which is treated as a participant, or is a
member of a class of indirect participants which are treated as participants.
“penalty” means administrative fines or other sums imposed by the
Commission and payable to the Commission;
“person in breach” means a person who contravenes or fails to comply
with directives of the Commission, observe or give effect to the provisions of
this Act or rules and regulations made under this Act, in circumstances where
the person is under an obligation to do so.
“portfolio” means a group of assets including any amount of cash;
“portfolio investment” means, an investment in the form of a portfolio,
including transaction in securities;
“prohibited scheme” including those commonly known as a “Ponzi or
Pyramid Scheme” means —
(a) any investment scheme that pays existing contributors with funds collected from new contributors to the scheme promising high returns with little or no risk whether or not the scheme —
(i) limits the number of persons who may participate, either expressly or by the application of conditions affecting the eligibility of a person to enter into, or receive compensation under the scheme, or
(ii) is operated at a physical address or through the internet or other electronic means, or
(b) any scheme where participants attempt to make money by recruiting new participants usually where —
(i) the promoter promises a high return with little or no risk,
(ii) no genuine product or service is actually sold,
(iii) the primary emphasis is on recruiting new participants,
(iv) the product or service is not registered, or
(v) the promoters or marketers are not licensed or registered;
“project-tied debt securities” means debt securities issued to fund specific
capital projects and backed by the asset or income of the project for which the bond was issued and may also mean a revenue bond;
“promoter” means promoter as defined in the Companies and Allied Matters
Act No. 3, 2020 and includes promoter of a collective investment scheme;
“promissory note” means a promissory note issued by a body under the provisions of this Act; or means an unconditional promise signed by the maker
promising to pay a fixed sum of money on demand or at a specified time.
“prospectus” means any written or electronic information, notice,
advertisement or other forms of invitation offering to the public for subscription or purchase, any shares, debentures or other approved and recognised
securities of a company and other issues or scheme and includes offer for
sale, advertisement, circular, letter, notice, electronic website or app or other
equivalent statements or document published or circulated electronically, via
print media or otherwise relating to the collective investment scheme and
inviting prospective investors to register into the scheme by reason of the
representation made;
“public officer” means any person working in the public service of the
Federation, States and Local Governments or as defined in the Constitution
of the Federal Republic of Nigeria 1999, Cap. C23, Laws of the Federation of
Nigeria, 2004;
“qualifying property transfer” means the transfer of a tangible or intangible
property made in accordance with the default rules of the financial market
infrastructure;
“quotation” means the provision of information on the bid and offer prices
on securities, commodities, financial products or instruments for the purpose
of facilitating the trading of, and dealing in such securities, commodities,
financial products or instruments;
“register” means the register of securities and of the holders of such securities;
“registrar” means an entity registered by the Commission to perform the
functions of a registrar and is usually engaged in —
(a) creating and maintaining the register of members of an issuer;
(b) counter-signing such securities upon issuance;
(c) monitoring the issuance of such securities with a view to preventing
unauthorised issuance;
(d) registering the transfer of such securities;
(e) exchanging or converting such securities; and
(f ) transferring record ownership of such securities by book-keeping
entry without physical issuance of securities certificates;
“regulated entity” means an entity or institution that is registered, regulated
or recognised by the Commission to perform functions, carry out activities
or act in any other manner as may be prescribed under this Act or the rules
and regulations made under this Act;
“related company” means any body corporate which is a company’s
subsidiary or holding company or a subsidiary of that company’s holding
company;
“rules” in relation to a registered exchange, means the rules governing the
members by whatever name called and wherever contained and includes rules
contained in the memorandum of association and the articles of association
of the securities exchange;
“securities” means —
(a) debentures, stocks or bonds issued by a government;
(b) debentures, stocks, shares, bonds, notes issued by a body corporate,
any right or option in respect of any such debentures, stocks, shares, bonds
or notes;
(c) virtual and digital assets;
(d) investment contracts;
(e) commodities, futures, contracts, options and other derivatives; or
(f) any other instrument deemed as securities which may be transferred
by means of any electronic mode or which may be deposited, kept or stored
with any depository or custodian;
“securities dealer” means a firm who is a member of a securities exchange
or any other recognised place for securities transactions, engaged in the
business of transacting in securities on own account, or on the account of
others or both;
“securities exchange or registered exchange” means an organised facility
which maintains and provides an infrastructure —
(a) for bringing together buyers and sellers of securities, virtual assets,
commodities, or financial products or instruments;
(b) for matching bids and offers for securities, virtual assets, commodities, or financial products or instruments of multiple buyers and sellers; and
(c) whereby a matched bid and offer for securities, virtual assets,
commodities, or financial products or instruments constitutes a transaction;
“securities holder” means a person holding securities and whose name is
entered as the owner in the register;
“securities lending” means the temporary exchange of securities, generally
for cash or other securities of at least an equivalent value, with an obligation
to return a like quantity of the same securities on a future date and includes
securities loan, repurchase agreement, and self-buy back agreements;
“securities settlements system” means an entity that enables securities to be
transferred and settled by book entry according to a set of predetermined
multilateral rules, and such systems allow transfers of securities either free of
payment or against payment;
“securities transfer agent” means a registrar or any entity, registered by
the Commission and appointed by an issuer to maintain the register of holders
of securities;
“self-regulatory organisation” means any entity registered or recognised
by the Commission as such;
“settlement account” means an account used to hold funds, securities or
other assets and to settle transactions between participants in a system;
“settlement agent” means a body corporate providing settlement accounts to the institutions and any financial market infrastructure which is registered by the Commission to perform clearing and related functions such as a central
counterpart, a settlement agent or a clearing house in a system for the settlement of transfer orders within the system and, for extending credit to such institutions and any such entity for settlement purposes;
“share” means a proprietary interest in the share capital of a body corporate
and except where a distinction between stock and shares is expressed or
implied, includes stock;
“significant market participant” means a registered market operator
whose —
(a) market activities directly or indirectly, as measured by its gross
revenue, operating assets, assets under management, mean value of
securities traded, account for at least 25% of aggregate revenue arising
from activities in the sector or market, aggregate operating assets in the
sector or market, aggregate assets under management in the sector or
market or aggregate securities traded in a sector or market;
(b) consolidated revenue of subsidiaries or associates or related parties
under a group structure generated from their activities constitute at least
25% of the aggregate revenue arising from activities of the sector or the
market, or whose consolidated operating assets, assets under management
account for at least 25% of the aggregate operating assets or assets under
management of the sector or market; or
(c) any other entity as the Commission may determine.
“stockbroker” means a member of any association or institute of
stockbrokers registered by the Commission as a market operator and a dealing
member of a securities exchange;
“surplus money” means money payable to subscribers resulting from over
subscription of an offer;
“system” means a formal arrangement operated by any financial market
infrastructure which is registered by the Commission for the purposes of
recording, clearing or settling payments, securities, derivatives or other financial
transactions, through which transfer orders may be executed, cleared or
settled in accordance with common rules and standardised arrangements;
“system operator” means the entity or entities legally responsible for the
operation of a system;
“systemic risk” means a situation where one or more of the following
events occur or is likely to occur in the capital market —
(a) financial distress in a systemically important market participant or
in a number of market participants;
(b) an impairment in the orderly functioning of the capital market;
(c) an erosion of public confidence in the integrity of the capital market;
(d) a major market disturbance characterised by or constituting sudden
fluctuations of securities prices that threaten fair and orderly dealing in the
capital market;
(e) a major market disturbance characterised by or constituting a
substantial disruption in the system for clearance and settlement of
transactions;
(f) a major disruption in the functioning of the capital market or of a
significant segment of the market, including a major disruption in the
availability of capital to market participants;
(g) a major disruption in the transmission, execution or processing of securities transactions;
(h) a substantial threat of such a major market disturbance or major disruption; or
(i) any other event as may be determined by the Commission;
“systemically important market participant” means a significant market
participant designated as such by the Commission, or other regulatory authority, with the potential to trigger systemic risk;
“take-over” except as may be otherwise defined in the Code, means the
acquisition by one company of sufficient shares in another company to give
the acquiring company control over that other company;
“take-over bid” means an offer made to acquire all or part of the voting
shares or voting rights, or any class or classes of voting shares or voting
rights, in a company and includes —
(a) a take-over or merger transaction which has the effect or potential effect of obtaining or consolidating control in the company;
(b) a partial offer as defined in the Code;
(c) a take-over offer by a parent company for the voting shares or voting rights in its subsidiary; or
(d) an arrangement or reorganisation that involves the voting shares or voting rights of a listed company;
“tradable instrument” refers to tradable assets, or negotiable items, such
as securities, commodities, warehouse receipts, financing contracts, derivative, index, or any item that underlies a derivative;
“trade repositories” means an entity that maintains a centralised electronic record or database of transaction data;
“trust account” means an account —
(a) established under a trust deed, or
(b) kept by a capital market operator on behalf of his client;
“trust deed” means an agreement drawn up between —
(a) the trustee and the manager of a collective investment scheme,
(b) the trustee and issuer of a bond or other debt instrument, or
(c) any other parties approved by the Commission;
“trustee” —
(a) under a unit trust scheme or such other arrangement, means the
corporate entity in whom the property for the time being subject to any
trust created under the scheme is or may be vested in accordance with the
terms of the trust; or
(b) with respect to revocation of registration of the scheme, means such qualified person and professional appointed by the Commission to take-over the role of a trustee of the scheme and administer same in the best interest and protection of the investing public;
“unclaimed money” means money due to investors or shareholders as a
result of an aborted offer, rejected application, over subscription, buy-out,
squeeze-out, take-over, reconstruction or other related transactions;
“underwriter” means a person registered by the Commission who has
temporarily purchased securities from an issuer with a view to offering or
selling the securities in connection with the distribution of such securities;
“units” in relation to a unit trust scheme, means any participatory interest
howsoever described into which are divided the beneficial interest in the assets
subject to any trust created under the scheme;
“unit trust scheme” means any arrangement made for the purpose, or having
the effect, of providing facilities for the participation of the public as
beneficiaries under a trust in profits or income arising from the acquisition,
holding, management or disposal of securities or any other property;
“unpublished price sensitive information” means information which —
(a) directly or indirectly relates to matters of concern that are not of
general nature to a company, and
(b) is not generally known to the public but may materially affect the
price of the securities of the company;
“warehouse” means any commercial space, building, silo, cold chain, tank
farm or compressed tank, vessel, vault, structure or other protected enclosure
approved by the Commission to be used or useable, for the storage or
conditioning of commodities or buildings used for storage purposes or
including operation of a warehouse which issues warehouse receipt in relation
to commodities to be traded on a registered exchange;
“warehouse operator” means a person registered under this Act engaged in
the business of operating or controlling a warehouse for receiving, storing,
shipping or handling of commodities for a fee and includes its agent or employee;
“warehouse operator’s lien” means the right of a warehouse operator to
recoup fees and charges for services rendered or supplied or repayment of
sums advanced in accordance with the provisions of this Act and the term
“right of lien” shall be construed accordingly;
“warehouse receipt” means a document of title to commodities in whatever
form issued by a warehouse operator, collateral manager, or other persons
permitted by the Commission to issue a warehouse receipt in respect of
commodities deposited in a warehouse; and
“warehouse receipt system” means a centralised electronic system maintained
by a warehouse operator or collateral management company or any other
entity approved by the Commission for the registration of possession, ownership and transfer of commodities stored in a registered warehouse and matters incidental to it.
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