Section 315: Interpretation.

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;
"approved securities organisation" means a body corporate which is approved by the Commission under this Act as a securities organisation;
"associated person" means a subsidiary, affiliate or agent of a member of any capital market operator;
"auditor" means a member of a body of accountants, from time to time, recognised by an Act or any other enactment and appointed as auditor of a company or trust by managers with the approval of the trustees;
"board" means the board or council, in relation to a securities exchange or capital trade point and includes the persons for the time being in whom the management of the securities exchange or capital trade point is vested;
"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;
"capital market operator" means any persons (individual or corporate), duly registered by the Commission to perform specific functions in the capital market;
"capital trade point" means a mini exchange registered by the Commission pursuant to this Act, which constitutes, maintains or provides market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing, with respect to securities, the functions commonly performed by a securities exchange;
"certificate of registration" means any certificate or license issued by the Commission as a part of its registration functions under this Act;
"clearing and settlement company" means any corporate body who 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 on or for the allocation of securities settlement responsibilities;
"collective investment scheme" means a scheme in whatever form, including an open-ended investment company, in pursuance of which members of the public 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) the 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;
"Commission" means the Securities and Exchange Commission established in section 1 of this Act;
"company" has the same meaning as defined in the Companies and Allied Matters Act 1990 ;
"custodian" means a person who has custody as a bailee of securities or certificate issued in the investor's name with the investor's name appearing in the issuer's register as the beneficial owner of the securities;
"dealer" means a person engaged in the business of buying and selling of securities for his own account;
"dealer's representative" means a person, by whatever name described, in the direct employment of, or acting for, or by arrangement with, a dealer, who performs for that dealer any of the functions of a dealer (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission or otherwise; and includes any director or officer of a body corporate who performs for the body corporate any of those functions (whether or not his remuneration is as aforesaid) ;
"dealing member" means a body corporate that is a member of a recognised securities exchange and is licensed to engage in dealing in securities on that exchange;
"dealing in securities" means (whether as principal or agent) making or offering to make with any person, 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, disposing or subscribing for, or underwriting of securities; or
(b) any agreement the purpose or pretended purpose of securing a profit to any of the parties from the yield of securities or by reference to fluctuations in the price of securities;
"defalcation" means a default, act of embezzling, failure to meet an obligation, misappropriation of trust funds or money held in any fiduciary capacity and failure to properly account for such funds;
"director" has the same meaning as is assigned to it in the Companies and Allied Matters Act;
"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;
"executive officer" in relation to a body corporate, means any person by whatever name called and whether or not he is a director of the body corporate who is concerned or takes part in the management of the body corporate;
"exchange" means any exchange registered by the Commission pursuant to this Act which constitutes, maintains or provides a market place for bringing together, purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by an exchange;
"expert" includes every engineer, legal practitioner, accountant and any other person whose profession gives authority to a statement made by him;
"fine" means monies imposed by a court or tribunal as prescribed by this Act;
"Government securities" means securities which are direct obligations of and guaranteed as to principal and interest repayment by the Federal Government of Nigeria, or a State or Local Government;
"insider" means:
(a) any person who is or is connected with the company in one or more of the following capacities:
(i) a director of the company or a related company;
(ii) an officer of the company or a related company;
(iii) an employer of the company or a related company;
(iv) an employee of the company, involved in a professional or business relationship to the company;
(v) any shareholder of the company who owns 5 per cent or more of any class of securities or any person who is or can be deemed to have any relationship with the company or member;
(vi) members of audit committee of a company ; and
(b) any of the persons listed in paragraph (a), who by virtue of having been connected with any such person or connected with the company in any other way, possesses unpublished price sensitive information in relation to the securities of the company, and any reference to unpublished price sensitive information in relation to any securities of a company is a reference to information which:
(i) relates to specific matters relating or of concern (directly or indirectly) to that company, that is, is not of a general nature relating or of concern to that company ; and
(ii) is not generally known to those persons who are accustomed to or would be likely to deal in those securities but which would, if it were generally known to them be likely materially to affect the price of those securities;
"insider dealing" includes insider trading and occurs when a person or group of persons who being in possession of some confidential and price sensitive information not generally available to the public, utilizes such information to buy or sell securities for the benefit of himself, itself or any person;
"investment adviser" means a person who carries on a business of advising others concerning securities or who as part of a regular business, issues or publishes analysis or makes reports concerning securities;
Provided that the term investment adviser shall not include:
(a) a bank as defined in the Banks and Other Financial lnstitutions Act,
(b) a company or society registered under the Insurance Act,
(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) that 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.
"investment adviser's representative" means a person, in the direct employment of or acting for or by arrangement with any of the functions of an investment adviser (other than work ordinarily performed by accountants, clerks or cashiers) whether his remuneration is by way of salary, wages, commission, or otherwise; and includes any director or officer of a body corporate who performs for such body corporate any of those functions (whether or not his remuneration is as aforesaid) ;
"listing rules or requirements", in relation to a body corporate which maintains or provides, or proposes to maintain or provide, a stock market for dealing in securities in a securities exchange or capital trade point means rules governing or relating to:
(a) the admission to the official list of the body corporate, or bodies corporate, governments, or other persons for the purpose of quotation on the stock market, or made available by bodies corporate, governments, unincorporated bodies or other persons or the removal from that official list and for other purposes; or
(b) the activities or conduct of bodies corporate, governments, and other persons who are admitted to that list, whether those rules:
(i) are made by the body corporate or are contained in any of the constituent documents of the body corporate; or
(ii) are made by another person and adopted by the body corporate;
"market maker" means any specialist permitted to act as a dealer, any dealer acting in the capacity of block positioner, and any dealer who with respect to a security, holds himself out (by entering quotations in an inter-dealer communications system or otherwise) as being willing to buy and sell such security for his own account on a regular or continuous basis;
"market participant" means any person (individual or corporate) involved in any aspect of capital market transaction or operation under this Act;
"member company" means a company which carries on business of dealing in securities and is recognised as a member company by a securities exchange or capital trade point;
"Minister" means the minister responsible for matters relating to finance;
"Ministry" means Ministry of Finance;
"open-ended investment company" means a company with an authorised share capital whose articles of association authorises the acquisition of its own shares structured in such a manner that it provides for the issuing of different classes of shares to investors, each class of shares representing a separate portfolio with a distinct investment policy;
"partnership" means a business association owned by two or more persons that is not organised as a company or corporation;
"penalty" means administrative or civil fines imposed by the Commission and payable to the Commission;
"portfolio" means a group of assets including any amount of cash;
"portfolio investment" means an investment in shares or other securities traded on a securities exchange or capital trade point;
"promoter" means a promoter who was a party to the preparation of the prospectus, or of the portion of it, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company; and
"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;
"public officer" means any person working in the public service of the Federation or of a State as defined in the Constitution of the Federal Republic of Nigeria;
"quotation", in relation to securities and in relation to a stock market of a securities exchange or capital trade point includes the displaying or providing, on a stock market of a securities exchange or capital trade point, information concerning:
(a) prices or considerations; in a case where offers to sell, purchase or exchange the securities at particular prices, or for particular consideration, are made or accepted on that stock market;
(b) offers or invitations; in a case where offers or invitations are made on that stock market, being offers or invitations which are intended, or may reasonably be expected, to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange the securities at particular prices or for particular consideration, those prices or that consideration; or
(c) in any case, the price at which, or the consideration for which, particular persons or particular classes of persons, propose or may reasonably be expected to sell, purchase or exchange the securities;
"related company" in relation to a company, means any body corporate which is that company's subsidiary or holding company or a subsidiary of that company's holding company;
"relevant authority" means in relation to a member company, the securities exchange or capital trade point by which the company is recognized;
"rules", in relation to a securities exchange or capital trade point, 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 or a capital trade point;
"securities" means:
(a) debentures, stocks or bonds issued or proposed to be issued by a government;
(b) debentures, stocks, shares, bonds or notes issued or proposed to be issued by a body corporate;
(c) any right or option in respect of any such debentures, stocks, shares, bonds or notes; or
(d) commodities futures, contracts, options and other derivatives, and the term securities in this Act includes those securities in the category of the securities listed in (a)-(d) above which may be transferred by means of any electronic mode approved by the Commission and which may be deposited, kept or stored with any licensed depository or custodian company as provided under this Act.
"securities dealer" means a firm who is a member of a securities exchange or capital trade point or any other recognized place for securities transactions, engaged in the business of effecting transactions in securities for his own account, or on the account of others or both;
"securities exchange" means an exchange or approved trading facility such as a commodity exchange, metal exchange, petroleum exchange, options, futures exchanges, over the counter market, and other derivatives exchanges;
"securities lending" means the temporary exchange of securities, generally for cash or other securities of at least an equivalent value, with an obligation to redeliver a like quantity of the same securities on a future date and includes securities loan, repurchase agreement (Repos) and self-buy back agreements;
"self regulatory organisation" means any registered securities exchange, capital trade point, an association of securities dealers, clearing house, capital market trade association or any other self regulatory body approved as such, by the Commission;
"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;
"share certificate" means an instrument of a body corporate certifying that the person named is entitled to a certain number of shares and is prima facie evidence of his ownership whether electronically expressed or otherwise as may be approved by the Commission and kept, lodged or stored with a licensed depository or custodian company in accordance with the provisions of this Act;
"stockbroker" means a member of the Chartered Institute of Stockbrokers recognized by an Act, or any other enactment, registered by the Commission as a market operator or a dealing member of a securities exchange or capital trade point, or any other recognized mode of securities transaction and engaged in the business of effecting transactions in securities;
"stock market" or other place or facility at which or on which securities are traded;
"transfer agent or registrar" means any person engaged on behalf of an issuer of securities or on behalf of itself 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, a function commonly performed by a person called a registrar;
(d) registering the transfer of such securities;
(e) exchanging or converting such securities;
(f) transferring, record ownership of such securities by book-keeping entry without physical issuance of securities certificates;
"trust account" means:
(a) an account established under a trust deed in relation to the provisions of this Act; or
(b) an account kept by a capital market operator on behalf of his client under the provisions of this Act;
"trust deed" means the agreement drawn up between the trustees and the managers or between such persons approved by the Commission and in relation to the provisions of this Act for regulating the operations of a collective investment scheme or other approved schemes, funds, debentures, bonds or market operations;
"trustee" means, a person registered by the Commission to so act, and in whom the property for the time being, subject to any trust created in pursuance of an approved scheme or operation, is or may be vested, in accordance with the terms of the trust;
"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 for the issuer in connection with the distribution of such securities or participates or has a direct or indirect participation in any such undertaking; but does not include a person whose interest is limited to a commission from an underwriter or a dealer not in excess of the usual and customary distributor's or seller's commission;
"unit trust scheme" means any arrangement made for the purpose, or having the effect, of providing facilities for the participation by persons as beneficiaries under a unit trust, in profits or income arising from the acquisition, holding, management or disposal of securities or any other property;
"units" in relation to a unit trust scheme, means sub-divisions of beneficial interest in the assets of a unit trust scheme or of any other trust scheme created under this Act.