SECURITIES ACT

ARRANGEMENT OF SECTIONS

PART I
Preliminary

   1   Short title

   2   Interpretation

   3   Associated person

   4   Commission responsible for general administration of Act.

   5   [Repealed by Act 8 of 2001.]

   6   [Repealed by Act 8 of 2001.]

 

PART II
Securities Business

   7   Licence required to operate securities business

   8   Licensing of investment advisers

   8A   Enforcement

   9   Application for licences

   10   Registration of dealer's representative or investment adviser's representative

      Appointment of responsible officer

   11   Appeal

   12   Register of licensees and persons registered

   13   Application of sections 14 and 15

   14   Records of securities

   15   Notice of particulars to Commission

   16   Defence to prosecution

   17   Production of record

 

PART IIA
Mutual Funds

      Scheme to be established for paticipation in mutual fund

 

PART III
Stock Exchange

   18   Application for licence to operate stock exchange

   19   Commission to be notified of amendments to rules

   20   Commission to approve members of board

   21   Accounts and audit of stock exchange

   22   Recognised stock exchange to provide assistance to Commission

   23   Power of Commission to issue directions to stock exchange

   24   Power of Commission to prohibit trading in particular securities

   25   Enforcement of business rules, etc, by Court

   26   Issuer to be registered with Commission

 

PART IV
Compensation Fund

   27   Establishment of compensation fund

   28   Moneys constituting compensation funds

   29   Fund to be kept in separate bank account

   30   Application of fund

   31   Investment of money in fund

   32   Accounts of fund

   33   Levy to meet liabilities

   34   Claims against fund

   35   Application of insurance moneys

 

PART V
Conduct of Securities Business

   36   Trust account

   37   Certain representations prohibited

   38   Issues of contract notes

   39   Certain persons to disclose certain interests in securities

   40   Dealing as principal

   41   Dealer to give priority to clients' orders

      Obligation of dealer or dealer's representative regarding offshore investments

   42   Margin requirements

   43   Short selling of securities

   44   False trading and market rigging transactions

   45   Stock market manipulation

   46   False or misleading statements, etc

   47   Fraudulently inducing person to deal in securities

   48   Inducement to purchase or sell by dissemination of information

   49   Employment of manipulative and deceptive devices

   50   Take-over

   51   Prohibition of dealings in securities by insiders

   52   Penalties

   53   Convicted persons liable to pay compensation

   54   Notification of director's interest

   55   Interest in securities

   56   Extension to spouses and children

   57   Register of directors' interests

   58   Obligation to notify issuer of acquisition of substantial shareholding

   59   Disclosure of beneficial interest in share capital

      Dealer to establish committees

   59B   Obligation to secrecy

   59C   Disclosure of information in certain circumstances.

   60   Offence

 

PART VI
Dealers Accounts and Audit

   61   Dealer's licence

   62   Application of Part

   63   Dealer's accounting records

   64   Appointment of auditor by dealer

   65   Recognised stock exchange to report to Commission on certain matters

   66   Recognised stock exchange: additional obligations on members

   67   Destruction, etc, of books prohibited

 

PART VIA
Central Securities Depository

      Interpretation

   67B   Licence to operate central securities depository

   67C   Revocation of licence

   67D   Approval of rules by the Commission

 

PART VII
Miscellaneous

   68   Commission's powers of investigation

   69   General penalty

   70   Evidence

   71   Prosecution

   72   Defence to prosecution

   73   Companies Act to apply

   74   Appeal under this Part

   75   Rules

   76   Regulations

   77   Manner of appeals

      SCHEDULES

 

THE SECURITIES ACT

[Date of Commencement: 6th December, 1993]

Acts
8 of 1993,
9 of 1996,
25 of 1999,
8 of 2001.

1   Short title

   This Act may be cited as the Securities Act.

PART I
Preliminary

2   Interpretation

   (1) In this Act unless the context otherwise requires-

   "associated person" means a person described in section 3;

   "authorised officer" means an officer of the Commission;

[9/1996 s 2(a).]

   "board" in relation to a recognised stock exchange means the persons for the time being in whom the management of the exchange is vested;

   "business rules", in relation to a recognised stock exchange, means rules, regulations or by-laws that are made by the exchange or are contained in its constitution, and govern-

   (a)   the activities or conduct of the exchange or of its members; or

   (b)   the activities or conduct of other persons in relation to securities traded on the exchange,

but does not include the listing rules of the exchange;

   "Commission" means the Financial Services Commission established under section 3 of the Financial Services Commission Act;

[8/2001 s 2(a)(i).]

   "company" means a company incorporated or registered pursuant to the Companies Act;

   "compensation fund" means a fund established under section 27;

   "deal" in relation to securities means acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or offer to make, an agreement-

   (a)   for or with respect to acquiring, disposing of, subscribing for or underwriting the securities;

   (b)   the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;

   (c)   for or with respect to managing investments in securities;

[9/1996 s 2(b).]

   "dealer" means a person who carries on the business of dealing in securities whether as principal or agent;

   "dealer's representative" means a person employed by, acting for or by arrangement with, a dealer, who performs for that dealer, any of the dealer's functions (other than work ordinarily performed by accountants, clerks or cashiers) whether paid by way of salary, wages, commission or otherwise;

   "director" in relation to a company has the same meaning as is assigned to that expression in the Companies Act;

   "exempt dealer" means a person specified in subsection (3),

   "financial year" means the twelve months ending the 31st December in any year;

   "immediate relative" as respects any person, means his spouse, or his children (including step-children) and their spouses, his parents, his brother or sister;

   "investment advice business" means the business of advising persons as to the investing in or the buying or selling of securities;

   "investment adviser" means a person who carries on an investment advice business, but does not include a person referred to in subsection (2);

   "investment adviser's representative" means a person employed by, acting for or by arrangement with, an investment adviser, who performs for such investment adviser any of the functions of an investment adviser (other than work ordinarily performed by accountants, clerks or cashiers) whether paid by way of salary, wages, commission or otherwise; and includes a manager or officer of a company who performs any of those functions for the company, whether or not he is paid as aforesaid;

   "issuer" means a person or company who has securities outstanding, or issues or proposes to issue, a security or securities to the public;

   "Jamaica Stock Exchange" means the Jamaica Stock Exchange Limited, a company incorporated under the Companies Act;

   "licence" means-

   (a)   a dealer's licence;

   (b)   an investment adviser's licence;

   (c)   a stock exchange licence;

   (d)   a licence to operate a central securities depository under Part VIA;

[25/1999 s 2(a).]

   "licensee" means a person to whom a licence is granted under this Act;

   "listed securities" means securities which, pursuant to the provisions of this Act are admitted for quotation on a recognised stock exchange;

   "listing rules" in relation to a recognised stock exchange, means rules, regulations or by-laws governing or relating to-

   (a)   the admission to, or removal from, the official list of the recognised stock exchange for the purposes of quotation on that stock exchange and for other purposes; or

   (b)   the activities or conduct of companies and other persons who are included in that list,

   whether those rules, regulations or by-laws-

   (c)   are made by the recognised stock exchange or are contained in its constitution; or

   (d)   are made by another person and adopted by the recognised stock exchange;

   "member dealer" means a dealer who is a member of a recognised stock exchange;

   "officer" in relation to a company means a person who, in that company-

   (a)   is a director of the company, president or vice-president, (however designated), general manager, secretary, responsible officer, financial controller or treasurer; or

[8/2001 s 2(a)(ii).]

   (b)   performs functions similar to those normally performed by the holder of any position referred to in paragraph (a);

   "prospectus" in relation to an issuer's securities means any prospectus, notice, circular, advertisement, or other written instrument offering the securities for subscription or purchase;

   "quotation" in relation to securities and in relation to a recognised stock exchange, includes the displaying or providing by the stock exchange, of information concerning-

   (a)   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 exchange, those prices or that consideration;

   (b)   in a case where offers or invitations are made on that stock exchange, being offers or invitations that 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 other 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;

   "recognised stock exchange" means a company declared as such under section 18(6);

   "Register" means the Register of licensees;

   "relevant authority" means-

   (a)   in relation to a member dealer, the stock exchange by which the dealer is recognised; and

   (b)   in relation to any other person, the Commission;

   "representative" means a dealer's representative or an investment representative;

   "rules", in relation to a stock exchange, means the rules governing the conduct of that stock exchange or the members thereof by whatever name called and wherever contained and includes rules contained in the memorandum of association and articles of association of the stock exchange;

   "securities" means-

   (a)   debentures, stocks or bonds issued or proposed to be issued by a government;

   (b)   debentures, stocks, shares, bonds or promissory notes issued or proposed to be issued by a company or unincorporated body;

   (c)   documents or writings commonly known as securities or as the Minister may prescribe from time to time by order;

[9/1996 s 2(c)(i).]

   (d)   rights or options in respect of securities;

   (e)   certificates of interest or participation in any profit sharing agreement;

   (f)   collateral trust certificates, preorganisation certificates, or subscriptions, transferable share investment contracts, voting trust certificates or certificates of deposit for securities,

   but does not include-

   (g)   stocks or shares of private companies;

[9/1996 s 2(c)(ii).]

   (h)   futures contracts that are governed by any written law regulating trading in futures contracts;

   (i)   bills of exchange;

   (j)   certificates of deposit issued by banks licensed under the Banking Act, or financial institutions licensed under the Financial Institutions Act; or

   (k)   securities issued by the Bank of Jamaica,

   "securities business" means a business of dealing in securities;

   "share" means a share in the share capital of a company and includes stock except where a distinction between stock and shares is express or implied;

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