Section 100: Disclosure of certain interests in securities by securities dealers, etc.

(1) Where a securities dealer, investment adviser, underwriter or an associated person of a securities dealer; investment adviser or underwriter, issues circulars or other similar written communications with respect to securities or a class of securities in which he has interest, he shall disclose in legible form, the nature of that interest.
(2) For the purposes of subsection (1) of this section, interest shall include any financial benefit or advantage which will, or is likely to, accrue directly or indirectly on or arising out of the disposal of the securities.
(3) Where a securities dealer, investment adviser, underwriter or an associated person of a securities dealer, investment adviser or underwriter:
(a) has purchased securities for the purpose of offering all or any of them to the public for purchase; and
(b) offers to sell any of those securities to any person, he shall not make a recommendation with respect to the securities offered for the purpose unless he has informed each person to whom the recommendation is made that he purchased the securities for that purpose.
(4) Where:
(a) securities have been offered for subscription or purchase; and,
(b) a person has subscribed for or purchased or is or will or may be required to subscribe for or purchase, any of those securities under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased, he shall not, during the period of 90 days after the close of the offer, make an offer to sell those securities, otherwise than in the ordinary course of trading on a securities exchange or capital trade point, or make a recommendation with respect to those securities within a period to be prescribed by the Commission from time to time, unless the offer or recommendation complies with the provisions of subsection (5).
(5) An offer or recommendation shall not be made under subsection (4) of this section unless it contains or is accompanied by a statement to the effect that the offer or recommendation relates to securities which he has acquired, or is or will or may be required to acquire under an underwriting or sub-underwriting agreement by reason that some or all of the securities have not been subscribed for or purchased.
(6) A person who is a securities dealer, investment adviser, or the representative of a securities dealer or investment adviser shall not issue to any person any circular or other communication or written offer or recommendation to which subsection (1), (3) or (4) of this section applies unless the circular or other communication or the written offer or recommendation is signed by a director, executive officer or secretary in the case of a corporate body, and that individual in the case of a natural person.
(7) Where a person who is a securities dealer, investment adviser, or the representative of a securities dealer or investment adviser issues to any person a circular or other communication or a written offer or recommendation to which subsection (1), (3), (4) or (5) of this section applies, the first mentioned person shall preserve for a period of 7 years a copy of the circular or other communication or of the written offer or recommendation, duly signed by any of the persons mentioned in subsection (6) of this section.
(8) Reference in this section to an offer of securities shall be construed to include a reference to a statement that is not an offer but expressly or impliedly invites a person to whom it is made, to offer to acquire securities.
(9) Any person who contravenes the provisions of this section commits an offence and is liable on conviction to a fine of not less than N100,000 and not more than N500,000, or to imprisonment for a term not exceeding three years or to both such fine and imprisonment.