Section 99 Investments and Securities Act

Section 99 of the Investments and Securities Act 2025 is about Form of application for shares to be issued with prospectus. It is under Part IX (Regulation of Securities) of the Act. It provides as follows:

(1) Subject to the provisions of section 104 of this Act, a person shall not issue any form of application to deposit money for the purpose of subscribing to, purchasing or in any way acquiring the securities of a body corporate unless the form is issued with a prospectus which complies with the requirements of section 107 of this Act.

(2) Where the form of application to deposit money referred to in subsection
(1) is issued in respect of debenture securities, the form shall in addition be accompanied with a trust deed or agency agreement.
(3) This section shall not apply if it is shown that the form of application was issued either in —
(a) connection with an invitation made in good faith to a person to enter into an underwriting agreement with respect to the securities; or
(b) relation to securities which were not offered to the public.

(4) A person who contravenes the provisions 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 two years.

(5) The Commission may, in lieu of a prosecution under subsection (4), impose a penalty of not less than N10,000,000 and a further sum of not less than N20,000 for everyday which the violation continues.