Section 75: Prohibition of issuance, circulation, etc of certain notices, circulars and advertisements.

(1) No person shall without the prior approval of the Commission issue, circulate, publish, disseminate or distribute any notice, circular or advertisement to the public which:
(a) offers for subscription or purchase of securities in a company;
(b) invites subscription for or purchase of securities; or
(c) calls attention to-
(i) an offer or intended offer for subscription or purchase of securities in a company;
(ii) an invitation or intended invitation to subscribe for or purchase any such securities; or
(iii) a prospectus.
(2) This section shall not apply to:
(a) a notice or circular which relates to an offer or invitation not made or issued to the public;
(b) a registered prospectus;
(c) a notice, circular or advertisement which calls attention to a registered prospectus and states that allotments of, or contracts with respect to the shares referred to in the prospectus shall be made only on the basis of one of the forms of application referred to in and attached to a copy of the prospectus and contains no other information or matter other than some or all of the following information, namely:
(i) the number and description of the securities in the company to which the prospectus relates,
(ii) the name of the company, the date of its incorporation and the number of the company's issued securities and where the issue price of any securities is to be paid by installments, the amounts paid and unpaid on those issued securities,
(iii) the general nature of its main business or the proposed main business of the company,
(iv) the names, addresses and occupation of the directors or proposed directors,
(v) the names and addresses of the brokers or underwriters (if any), to the issue,
(vi) the name of the securities exchange or capital trade point (if any) of which the brokers or underwriters to the issue are members,
(vii) particulars of the time and place at which copies of the registered prospectus and form of application for the shares to which it relates may be obtained; and
(d) (d) a notice or circular which:
(i) accompanies a notice or circular referred to in paragraphs (a) or (c) of this section;
(ii) is issued or circulated by a person whose ordinary business includes advising clients in connection with their investments and is issued or circulated only to clients so advised in the course of that business ;
(iii) contains a statement that the investment to which it or the accompanying document relates is recommended by that person; and
(iv) where the person is an underwriter or sub-underwriter of an issue of securities to which the notice or circular relates, contains a statement that the person making the recommendation is an underwriter or sub-underwriter as the case may be.
(3) This section applies to notices, circulars and advertisements published or disseminated by a newspaper, radio or television broadcasting, cinematograph or any other means.
(4) A person who:
(a) contravenes the provisions of this section; or
(b) knowingly authorises or permits an act which constitutes a contravention of this section, commits an offence and is liable on conviction to a fine of N100,000 or to a term of imprisonment of not less than three years or to both such fine and imprisonment.
(5) The Commission may, in lieu of a prosecution pursuant to subsection (4) of this section, sanction a person who contravenes the provisions of this section by imposing a penalty of not less than N100,000 and a further sum of not less than N5,000 for every day the violation continues.
(6) Where a notice, circular or advertisement relating to a company is issued, circulated, published, disseminated or distributed in contravention of this section by or with the authority or permission of an officer of the company, the company is liable to a penalty of N500,000 and a further sum of not less than N25,000 for every day the violation continues.