Section 92: Prohibition of allotment in certain cases

(1) A public company having a share capital which does not issue a prospectus on or with reference to its formation, or which has issued a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares unless, at least three days before the first allotment of the shares, there has been delivered to the Commission for registration:
(a) a statement in lieu of prospectus signed by every person who is named in it as a director of the company or by his agent authorised in writing in the form and the particulars set out in Part I of the Fourth Schedule to this Act; and
(b) in the cases mentioned in Part II of the Fourth Schedule, setting out the specified reports, and the said Parts I and II of the Fourth Schedule shall have effect subject to the provisions contained in Part III of that schedule.
(2) Every statement in lieu of a prospectus delivered under subsection (1) of this section shall, where the persons making any such statement have made in it or have, without giving the reasons, indicated in it any such adjustments as are mentioned in paragraph 6 of the Fourth Schedule to this Act have endorsed on or attached to it a written statement signed by those persons setting out the adjustments and giving the reasons for the adjustments.
(3) If a company acts in contravention of subsection (1) or (2) of this section, the company and every director of the company who knowingly and willfully authorises or permits the contravention commits an offence and is liable on conviction to a fine of not less than N100,000 or to a term of imprisonment of not less than three years or to both such fine and imprisonment.
(4) The Commission may, in lieu of a prosecution under subsection (3) of this section, sanction a person who contravenes the provisions of this section by imposing a penalty of not less than N500,000 and a further penalty of not less than N5,000 for every day the violation continues.