REPUBLIC OF TRINIDAD AND TOBAGO Act No. 17 of 2012Legal Supplement Part A to the “Trinidad and Tobago Gazette”, Vol. 51, No. 201, 28th December, 2012 ... “Alternative Trading

AN ACT to provide protection to investors fromunfair, improper or fraudulent practices; fosterfair and efficient securities markets andconfidence in the securities industry in Trinidadand Tobago; to reduce systemic risk, to repealand replace the Securities Industry Act,Chap. 83:02 and for other related matters

[Assented to 24th December, 2012]

WHEREAS it is enacted inter alia by subsection (1) ofsection 13 of the Constitution that an Act to which this

Preamble

Third Session Tenth Parliament Republic of Trinidad and Tobago

REPUBLIC OF TRINIDAD AND TOBAGO

Act No. 17 of 2012

[L.S.]

Legal Supplement Part A to the “Trinidad and Tobago Gazette”, Vol. 51,No. 201, 28th December, 2012

section applies may expressly declare that it shall haveeffect even though inconsistent with sections 4 and 5 ofthe Constitution and, if any such Act does so declare, itshall have effect accordingly:

And whereas it is provided by subsection (2) of thesaid section 13 of the Constitution that an Act to whichthis section applies is one the Bill for which has beenpassed by both Houses of Parliament and at the finalvote thereon in each House has been supported by thevotes of not less than three-fifths of all the members ofthat House:

And whereas it is necessary and expedient that theprovisions of this Act shall have effect even thoughinconsistent with sections 4 and 5 of the Constitution:ENACTED by the Parliament of Trinidad and Tobago asfollows:

PART IPRELIMINARY

1. This Act may be cited as the Securities Act, 2012.2. This Act comes into operation on a date to be fixed

by the President by Proclamation.3. This Act has effect even though inconsistent with

sections 4 and 5 of the Constitution.4. (1) In this Act unless the context otherwise

requires—“ad hoc Commissioner” means a person

appointed under section 10(7);“affiliate” means an affiliated body corporate or

affiliated person within the meaning ofsubsection (2);

“Alternative Trading System” or “ATS” meansa securities market that—

(a) is not a quotation and tradereporting system or a securitiesexchange; and

Interpretation

Act inconsistent withConstitution

Enactment

Short title

Commencement

238 No. 17 Securities 2012

(b) does not—(i) require an issuer to enter

into an agreement to haveits securities traded on thesecurities market;

(ii) provide, directly or throughone or more subscribers, aguarantee of a two-sidedmarket for a security on acontinuous or reasonablycontinuous basis;

(iii) set requirements governingthe conduct of subscribers,other than conduct inrespect of the trading bythose subscribers on thesecurities market; and

(iv) discipline subscribers otherthan by the exclusionfrom participation in thesecurities market;

“approved foreign issuer” means a foreignissuer—

(a) that is at the relevant date theequivalent of a reporting issuerunder the securities laws of adesignated foreign jurisdiction;

(b) that has been for the three yearsimmediately preceding therelevant date the equivalent of areporting issuer under thesecurities laws of a designatedforeign jurisdiction;

No. 17 Securities 2012 239

(c) that is subject to foreign disclosurerequirements; and

(d) that has a class of securitieslisted for trading on a recognizedsecurities exchange in a designatedforeign jurisdiction;

“approved rating” means an investment graderating or higher from a designated ratingorganization;

“asset-backed security” means any securitythat is primarily serviced by the cash flowsof a distinct pool of receivables or otherfinancial assets, either fixed or revolving,that by their terms convert into cashwithin a finite time period, together withany rights or other assets designed toassure the servicing or timely distributionof proceeds to security holders;

“associate”, when used to indicate arelationship with any person, means—

(a) an entity of which that personbeneficially owns or controls,directly or indirectly, either sharesor securities currently convertibleinto shares, carrying more thantwenty per cent of the votingrights;

(b) a partner of that person acting onbehalf of the partnership of whichthey are partners;

(c) a trust or estate, in which thatperson has a substantial beneficialinterest or in respect of which heserves as a trustee, legal


representative or in a similarcapacity;

(d) a spouse or child of that person; or(e) a relative of that person if that

relative has the same residence asthat person;

“bank” has the meaning assigned to it in theFinancial Institutions Act;

“beneficial owner” in relation to a security,means a person who has beneficialownership of the security although thatperson may not be the registered owner ofthe security;

“beneficial ownership” in relation to a security,means entitlement to the benefits ofownership of the security and includesdirect ownership, ownership through atrustee, legal representative, agent orother intermediary, and a person shall bedeemed to have beneficial ownership of asecurity, including an unissued security, ifthe person is the beneficial owner of asecurity convertible into the underlyingsecurity, or an option or right to purchasethe underlying security or securitiesconvertible into the underlying security—

(a) under all circumstances; or(b) by reason of the occurrence of an

event that has occurred and iscontinuing;

“blocked account” means an account of aparticipant over which a person other thanthe participant exercises control pursuantto procedures established undersection 123;

Chap. 79:09


“broker-dealer” means a person engaging in, orholding himself out as engaging in, thebusiness of—

(a) effecting transactions in securitiesfor the account of others;

(b) buying or selling securities for hisown account and who holdshimself out at all normal times, aswilling to buy and sell securitiesat prices specified by him; or

(c) such other activities as may beprescribed;

“business combination” means anamalgamation, merger, arrangement, orsimilar transaction;

“business day” means any day on whichinstitutions licensed under the FinancialInstitutions Act are open for the conduct ofbusiness in Trinidad and Tobago;

“By-law” means any by-law made undersection 148;

“Central Depository” means the Trinidad andTobago Central Depository Limited;

“Chairman” means the Chairman of theCommission appointed under section 10;

“clearing agency” includes the CentralDepository and any entity that—

(a) maintains records of trades ofsecurities for the purpose ofsettling claims for money andsecurities;

(b) maintains records of transfers andpledges of securities for thepurpose of permitting securities tobe transferred by record entry;


(c) holds security certificates depositedwith it for the purpose ofpermitting securities to betransferred by record entry;

(d) acts as an intermediary in payingfunds or delivering securities,or both, in connection withtrades and other transactions insecurities;

(e) provides centralized facilities forthe clearing of trades andother transactions in securities,including facilities for comparingdata in respect of the termsof settlement of a trade ortransaction; or

(f) provides centralized facilities as adepository of securities,

but does not include a broker-dealer orfinancial institution acting exclusively inthe ordinary course of its business;

“cohabitant” has the meaning assigned to it inthe Cohabitational Relationships Act;

“collective investment scheme” means anyarrangement with respect to property ofany description including money—

(a) the purpose or effect of which is toenable persons taking part inthe arrangement, whether bybecoming owners of the property orany part of it, or otherwise toparticipate in or receive profits orincome arising from theacquisition, holding, management

Chap. 45:55


or disposal of the property or sumspaid out of such profits or income;and

(b) that does not invest—(i) for the purpose of exercising

or seeking to exercisecontrol of an issuer, otherthan an issuer that is itselfa collective investmentscheme; or

(ii) for the purpose of beingactively involved in themanagement of any issuer inwhich it invests, other thanan issuer that is itselfa collective investmentscheme;

“Commission” means the Trinidad and TobagoSecurities and Exchange Commissionestablished under section 5;

“Commissioner” means any person appointedunder section 10 as a Commissioner ortemporary Commissioner;

“commodity” in relation to a contract, meansany produce, item, goods or article andincludes an index, right or interest in suchcommodity of any nature as may beprescribed;

“communications” has the meaning assigned toit in the Interception of CommunicationsAct, 2010;

“contingency fund” means a fund establishedby a self-regulatory organization undersection 47 created for the purpose of

Act No. 11 of 2010


compensating customers for lossesresulting from the insolvency, bankruptcyor default of a member of the StockExchange;

“control” in relation to an issuer, means thepower of a person, or persons acting jointlyor in concert, by virtue of the holding ofsecurities of the issuer, or by virtue of anyagreement, arrangement, commitment orunderstanding with any person or persons,to direct that the business and affairs ofthe issuer be conducted in accordance withthe wishes of such person or persons,and is—

(a) deemed to exist where the personor persons exercise control ordirection over more than fiftyper cent of the voting power in, orin relation to, that issuer; and

(b) presumed to exist where theperson or persons exercise controlor direction over more than thirtyper cent of the voting power in, orin relation to, that issuer;

“control” in relation to a security, is deemed toexist where—

(a) the person, directly or indirectly,directs the trading or voting of thesecurity;

(b) the security is owned by an issuerthat the person controls; or

(c) the security is owned by anaffiliate of the person or by anissuer that the person controls;


“derivative” means an option, swap, futurescontract, forward contract, or otherfinancial or commodity contract orinstrument whose market price, value,delivery obligations, payment obligationsor settlement obligations are derived fromreference to or based on an underlyinginterest (including a value, price, rate,variable, index, event, probability or thing),but does not include any contract orinstrument that is prescribed not to be aderivative or that by reason of By-lawunder section 148(1)(tt) is not a derivative;

“designated foreign jurisdiction” means ajurisdiction that is declared to be adesignated foreign jurisdiction undersubsection (9);

“designated rating organization” means arating organization that is declared to be adesignated rating organization undersubsection (9);

“director” means a director of a company or anindividual performing a similar function oroccupying a similar position for or inrelation to an entity, including the trusteeof a trust;

“distribution” means a trade—(a) in securities of an issuer that have

not previously been issued;(b) in previously issued securities

of an issuer that have beenredeemed, repurchased orotherwise re-acquired by theissuer;


(c) by an underwriter, actingas underwriter, in previouslyissued securities which werepurchased from the issuer by suchunderwriter less than six monthsprior to such trade;

(d) in previously issued securities ofan issuer from the aggregateholdings of any person, orcombination of persons actingjointly, where the number ofsecurities of that class held by theperson, or combination of personsacting jointly—

(i) enables or permits theperson, or combination ofpersons acting jointly, toelect or appoint a majority ofthe board of directors, orexercise control or directionover the management orpolicies of the issuer; and

(ii) is equal to or exceeds thirtyper cent of the outstandingvoting securities of theissuer,

whether or not in the course of anytransaction or series of transactions;

“entity” means a body corporate, trust,partnership, collective investment scheme,fund or other unincorporated enterprises ororganizations;

“expert” means an attorney-at-law, engineer,accountant, valuator or any other personwhose profession or reputation givesauthority to a statement made by him;


“filing” means the submission of a document orinstrument to the Commission pursuant toa requirement under this Act;

“financial group” means a group ofcompanies under common controlcomprising a registrant and any otherentity which conducts material activities inat least one sector regulated by theCentral Bank of Trinidad and Tobago;

“financial institution” means a companylicensed under the Financial InstitutionsAct;

“Financial Intelligence Unit” means theFinancial Intelligence Unit establishedunder section 3 of the FinancialIntelligence Unit of Trinidad and TobagoAct, 2009;

“financial reporting standards” means IFRS orsuch other accounting standards that aredeclared to be financial reportingstandards under subsection (9);

“foreign disclosure requirements” means thepublic disclosure requirements to whicha foreign issuer is subject by asecurities regulatory authority, securitiescommission or securities exchange in adesignated foreign jurisdiction;

“form of proxy” means a written or printed formthat, upon completion and signature by oron behalf of a security holder, becomes aproxy;

“former Act” means the Securities IndustryAct, repealed by this Act;

“government entity” means the Government ofthe Republic of Trinidad and Tobago, theTobago House of Assembly, the Central

Chap. 82:03


Act No. 11 of 2009

Bank of Trinidad and Tobago orany department or agency thereof that isotherwise prescribed;

“ICATT” means the Institute of CharteredAccountants of Trinidad and Tobago;

“IFRS” means International FinancialReporting Standards issued by theInternational Accounting Standards Boardand as adopted by ICATT;

“Inspector” means the Inspector of FinancialInstitutions appointed under the FinancialInstitutions Act, and includes any personappointed to act temporarily for him;

“interim period” means a period commencingon the first day of the financial year andending three, six or nine months after thestart of the financial year or as otherwiseprescribed;

“international agency” means—(a) the International Bank for

Reconstruction and Development;(b) the Inter-American Development

Bank;(c) the Caribbean Development Bank;(d) the Asian Development Bank;(e) the African Development Bank;(f) the European Bank for

Reconstruction and Development;(g) the International Finance

Corporation; or(h) any other person declared to be

an international agency undersubsection (9);


“investment advice” means advice with respectto an investment in, or the purchase, saleor holding of, a security;

“investment adviser” means a person engagingin, or holding himself out as engaging in,the business of providing investmentadvice, and includes a person that providesinvestment advice to a manager of acollective investment scheme;

“investment contract” includes any contract,transaction, plan, scheme, instrument orwriting, whereby a person invests money orother property in a common enterprisewith the expectation of profit or gain basedon the expertise, management or effort ofothers, and such money or other property issubject to the risks of the commonenterprise;

“investment decision” means a decision topurchase, transfer, hold or sell securities;

“issuer” means a person that has securitiesoutstanding or issues, or proposes to issueor distribute, a security;

“issuer bid” means an offer to acquire orredeem securities of an offeree issuer madeby the offeree issuer to any security holderof the offeree issuer and includes apurchase, redemption or other acquisitionof securities of the offeree issuer by theofferee issuer from any such person, butdoes not include an offer to acquire orredeem debt securities that are notconvertible into securities other than debtsecurities;


“limited offering” means a distribution by aprivate issuer where—

(a) following the completion of suchdistribution, the number ofsecurity holders of the issuer is notgreater than thirty-five personsexclusive of senior officers andemployees or former senior officersand employees of the issuer and itsaffiliates; and

(b) no selling or promotional expensesare paid or incurred in connectionwith the distribution except forprofessional services or servicesprovided by a registrant undersection 51(1),(2), or (5);

“management discussion and analysis” meansa discussion and analysis of thecomparative financial statements by seniorofficers of a registrant;

“manager of a collective investment scheme”means a person who directs the business,operations or affairs of a collectiveinvestment scheme;

“market actor” means—(a) a registrant;(b) a person exempted under this Act

from the requirement to beregistered;

(c) senior officer, or promoter of areporting issuer;

(d) a custodian of assets, shares orunits of a collective investmentscheme;

(e) a self-regulatory organization;


(f) a designated rating organization;(g) a transfer agent for securities of a

reporting issuer;(h) a registrar for securities of a

reporting issuer;(i) the partner of a market actor;(j) a contingency fund required under

Part III of this Act;(k) a settlement assurance fund

required under Part III of this Act;(l) a securities market;

(m) a clearing agency; or (n) any other person or member of a

class of persons prescribed to be amarket actor;

“material change” means—(a) when used in relation to an issuer

other than a collective investmentscheme, a change in the business,operations, assets or ownership ofan issuer, the disclosure of whichwould be considered important to areasonable investor in making aninvestment decision and includes adecision to implement such achange made by the directors ofthe issuer or other persons actingin a similar capacity; or

(b) when used in relation to an issuerthat is a collective investmentscheme, a change in the business,operations or affairs of the issuer,the disclosure which would beconsidered important by areasonable investor in determiningwhether to purchase, sell or


transfer or continue to holdsecurities of the issuer, andincludes a decision to implementsuch a change made by thedirectors of the issuer or thedirectors of the manager of theissuer or other persons acting in asimilar capacity;

“material fact” means, when used in relation tothe affairs of an issuer or its securities, afact or a series of facts, the disclosure ofwhich would be considered important to areasonable investor in making aninvestment decision;

“material non-public information” means, inrelation to securities of a reporting issuer,any material fact or material change thathas not been published;

“Minister” means the Minister to whomresponsibility for finance is assigned;

“misrepresentation” means—(a) an untrue statement of a material

fact or material change; or(b) an omission to state a material fact

or material change that is requiredto be stated or is necessary toprevent a statement that is madefrom being false or misleading inthe circumstances in which it ismade;

“offeree issuer” means an issuer—(a) whose securities are the subject of

a take-over bid, an issuer bid or anoffer to acquire; and


(b) who has at least one securityholder resident in Trinidad andTobago, whether or not thetake-over bid, issuer bid or offer toacquire is made to a securityholder resident in Trinidad andTobago;

“offer to acquire” includes—(a) an offer to purchase, or a

solicitation of an offer to sellsecurities;

(b) an acceptance of an offer to sellsecurities, whether or not suchoffer to sell has been solicited,

or any combination thereof, and the personaccepting an offer to sell shall be deemed tobe making an offer to acquire from theperson that made the offer to sell;

“participant” means a person who receivesnon-exclusive service from a clearingagency or through another person who actsas—

(a) a pledgee;(b) a judgment creditor; or(c) a beneficial owner,

for whom a blocked account in a clearingagency is established;

“prescribed” means as prescribed in theBy-laws;

“person” includes an entity;“private issuer” means an issuer—

(a) that is not a reporting issuer;(b) whose securities, other than

non-voting debt securities—(i) are subject to restriction on

transfer; and


(ii) are beneficially owned by nomore than thirty-five persons,not including employees andformer employees of the issuer;

(c) that does not engage in thebusiness of trading in securities orraising money in the securitiesmarket on a frequent basis; and

(d) that meets such otherrequirements as may beprescribed;

“promoter” means a person that takes theinitiative in founding, organizing orsubstantially reorganizing an issuer;

“proxy” means a completed and signed form ofproxy by means of which a holder of votingsecurities of an issuer appoints a proxyholder to attend and act on his behalf at ameeting of security holders;

“publication” includes any informationdisclosed, circulated or disseminated,whether—

(a) by any visit in person;(b) in a newspaper, magazine, journal

or other publication;(c) by the display of posters or notices;(d) by means of circulars, brochures

or pamphlets;(e) by way of sound or broadcasting,

including television or radiobroadcasting;

(f) by any information system orelectronic device; or


(g) by any other means, whethermechanically, electronically,magnetically, optically, manuallyor by way of production ortransmission of light, image orsound, or by any other medium;

“published” when used in relation to thedisclosure of a material fact or materialchange, means—

(a) published in two daily newspapersof general circulation in Trinidadand Tobago; or

(b) made available to the public insuch manner as approved by theCommission;

“purchase” includes—(a) any acquisition of a security for

valuable consideration, whetherthe terms of payment are onmargin, installment or otherwise;and

(b) any act, advertisement, conductor negotiation, directly orindirectly, done in furtherance ofparagraph (a),

but does not include a transfer, pledge orencumbrance of securities for the purposeof giving collateral for a bona fide debt;

“quotation and trade reporting system” meansa facility that disseminates price quotationfor the purchase and sale of securities andreports of completed transactions insecurities for the exclusive use ofsubscribers, but does not include asecurities exchange, ATS or a registrant;


“rating organisation” means an organisationthat issues ratings in relation to thecreditworthiness of an entity or thefinancial obligations issued by an entity byemploying either a quantitative orqualitative model or both;

“records” means—(a) books of account, bank

accounts and other bankrecords, correspondence, notes,memoranda and any other books,accounts, documents, data orinformation relating to theproperty or affairs of a person; or

(b) data or information prepared ormaintained in a bound or looseleaf form or in a photographic filmform or entered or recorded by anysystem of mechanical or electronicdata processing or any otherinformation storage device that iscapable of reproducing anyrequired information in intelligiblewritten or other visual form,within a reasonable time;

“registered representative” means anindividual required to be registered undersection 51(2);

“registrant” means a person registered orrequired to be registered under Part IV;

“relative” in respect of any person means thespouse, a cohabitant as defined inthe Cohabitational Relationships Act,parent, grandparent, brother, sister,children, the children of a cohabitationalrelationship, adopted children andstep-children of the person;


“reporting issuer” means an issuer—(a) that was immediately before the

coming into force of this Act, areporting issuer under the formerAct;

(b) that is registered or is required tobe registered under this Act as areporting issuer;

(c) any of whose securities are listedon a registered securitiesmarket; or

(d) whose existence continues or whocomes into existence following atakeover, business combination orother reorganization involving anexchange of securities in which oneof the parties was a reportingissuer at the time of thetransaction,

but does not include a government entity orinternational agency;

“right to acquire a security” means—(a) a security convertible or

exchangeable into anothersecurity;

(b) a security carrying a warrant orright to acquire another security;or

(c) a currently exercisable option,warrant or right to acquireanother security or securityspecified in paragraph (a) or (b);

“sale” includes—(a) a disposition of a security for

valuable consideration, whether


the terms of payment are onmargin, installment, or otherwise;and

(b) any act, advertisement, conduct ornegotiation directly or indirectlydone in furtherance ofparagraph (a),

but does not include a transfer, pledge orencumbrance of securities for the purposeof giving collateral for a bona fide debt;

“Secretary” means the Secretary of theCommission appointed under section 24;

“securities exchange” means an entity whichmaintains or provides—

(a) physical facilities where personsmay meet to execute trades insecurities; or

(b) a mechanical, electronic or othersystem that facilitates execution oftrades in securities by matchingoffers of purchase and sale,

and includes the Stock Exchange;“securities market” means—

(a) a securities exchange, quotationand trade reporting system, ATS;or

(b) any other person that—(i) constitutes, maintains or pro-

vides a market or facility forbringing together buyers andsellers of securities;

(ii) brings together the orders forsecurities of multiple buyersand sellers; and


(iii) uses established, non-discretionarymethods under which theorders interact with eachother and buyers and sellersentering the orders agree tothe terms of a trade;

“securities register” means a record or recordsmaintained by or on behalf of an issuer inwhich the securities issued by the issuerare recorded showing with respect to eachclass or series of securities—

(a) the name and address of eachregistered security holder of theissuer;

(b) the number of securities held byeach security holder; and

(c) the date and particulars of theissue and transfer of each security;

“security” includes any document, instrumentor writing evidencing ownership of, or anyinterest in, the capital, debt, property,profits, earnings or royalties of any personand without limiting the generality of theforegoing, extends to—

(a) any bond, debenture, note or otherevidence of indebtedness;

(b) any share, stock, unit,unit certificate, participationcertificate, certificate of share orinterest;

(c) any document, instrument orwriting commonly known as asecurity;

(d) any document, instrument orwriting evidencing an option,subscription or other interest in orto a security;

(e) any investment contract;


(f) any asset-backed security;(g) any document, instrument or

writing constituting evidence ofany interest or participation in—

(i) a profit-sharing arrange-ment or agreement;

(ii) a trust; or(iii) an oil, natural gas or mining

lease, claim or royalty orother mineral right;

(h) any agreement under which theinterest of the purchaser is valuedfor the purposes of conversion orsurrender by reference to the valueof a proportionate interest in aspecified portfolio of assets;

(i) any derivative; or(j) any right to acquire or dispose of

anything specified in paragraphs(a) to (i),

but does not include—(i) currency;

(ii) a cheque, bill of exchange, orbank letter of credit;

(iii) a certificate or documentconstituting evidence of anyinterest in a deposit accountwith—(A) a financial institution;(B) a credit union within

the meaning of theCo-operative Societies Act;

(C) a registrant under theInsurance Act; or

(iv) a contract of insurance;

Chap. 81:03

Chap. 81:04


“self-regulatory organization” means—(a) a clearing agency;(b) securities exchange;(c) an association of market actors

registered or required to beregistered under this Act; or

(d) such other entity, that setsstandards for or monitors theconduct of its members orparticipants relating to, trading in,or advising on securities;

“senior officer” means the members of theboard of directors of an entity, themanaging director, the chief executiveofficer, chief operating officer, the deputymanaging director, the president, thevice-president, the secretary, the treasurer,the chief financial officer, the financialcontroller, the general manager, the deputygeneral manager, corporate secretary, chiefaccountant, chief auditor, chief investmentofficer, chief compliance officer and chiefrisk officer of an entity or any otherindividual who performs functions for anentity similar to those normally performedby an individual occupying any such office;

“settlement assurance fund” means afund established by a self-regulatoryorganization under section 47 to ensurecontinuity in securities clearing andsettlement in the event of the failure tosettle a transaction by a participant of aclearing agency;

“sponsored broker dealer” means an individualwho is registered under section 51(5) toconduct business in securities in Trinidadand Tobago on behalf of a broker-dealer (orthe equivalent or similar) under the


securities legislation of a designatedforeign jurisdiction;

“sponsored investment adviser” means anindividual who is registered undersection 51(5) to provide investment advicein Trinidad and Tobago on behalf of aninvestment adviser (or the equivalent orsimilar) under the securities legislation of adesignated foreign jurisdiction;

“Stock Exchange” means the Trinidad andTobago Stock Exchange Limited;

“subsidiary” means an entity that is controlledby another entity;

“take-over bid” means an offer to acquireoutstanding voting or equity securities of aclass made to any security holder of theofferee issuer where the securities, subjectto the offer to acquire, together with theofferor’s security, constitute in theaggregate thirty per cent or more of theoutstanding securities of that class ofsecurities at the date of the offer to acquire;

“temporary Commissioner” means a personappointed under section 10(4) or (6);

“trade” includes—(a) any sale or purchase of a security;(b) any participation as a registrant or

agent in any transaction in asecurity; or

(c) any act, advertisement,solicitation, conduct or negotiationdirectly or indirectly infurtherance of any activityreferred to in paragraph (a) or (b);


“trader” means an individual employed by abroker-dealer to participate in anytransaction in securities;

“underwriter” means a person who—(a) as principal, agrees to purchase a

security for the purpose of adistribution;

(b) as agent, offers for sale or sells asecurity in connection with adistribution; or

(c) participates directly or indirectlyin a distribution described inparagraph (a) or (b) for valuableconsideration,

but does not include—(i) a person whose interest in

the transaction is limited toreceiving the usual andcustomary distribution orsales commission payable byan underwriter or issuer; or

(ii) a company that purchasesshares of its own issue andresells them; and

“voting security” means a security carryingvoting rights—

(a) under all circumstances; or(b) by reason of the occurrence of an

event that has occurred and iscontinuing,

and includes a right, other than a calloption, to acquire such a security.

(2) For the purposes of this Act—(a) one entity is affiliated with another entity if

one of them is the subsidiary of the other or


both are subsidiaries of the same entity, oreach of them is controlled by the sameperson;

(b) if two entities are affiliated with the sameentity at the same time, they are affiliatedwith each other;

(c) an entity is the holding entity of another ifthat other entity is its subsidiary; and

(d) a person that is not a body corporate or anindividual is considered to be an affiliatedperson of another person, including a bodycorporate, if it is controlled by that otherperson, provided that a person is controlledby another person where—

(i) in the case of a partnership, thesecond-mentioned person owns orholds more than fifty per cent of theinterest in the partnership; and

(ii) in the case of the first-mentionedperson other than a body corporate,an individual, or a partnership,securities of the first-mentionedperson carrying more than fifty percent of the interests in such person,are held or owned, by or for thebenefit of the second-mentionedperson.

(3) For the purposes of this Act, a person isconnected to a reporting issuer if the person—

(a) is a senior officer of the reporting issuer;(b) is a senior officer of—

(i) an affiliate of the reporting issuer; or(ii) any person who beneficially owns,

directly or indirectly, or exercisescontrol or direction over votingsecurities of the reporting issuer, or a


combination of both, carrying morethan ten per cent of the votesattached to all voting securities of thereporting issuer outstanding;

(c) beneficially owns, directly or indirectly, orexercises control or direction over, votingsecurities of the reporting issuer, or acombination of both, carrying more thanten per cent of the votes attached to allvoting securities of the reporting issueroutstanding;

(d) is engaging in or is proposing to engage in,whether alone or with any other person—

(i) a take-over bid for any securities ofthe reporting issuer;

(ii) any amalgamation, merger or similarbusiness combination with thereporting issuer; or

(iii) any other material transaction withor including the reporting issuer;

(e) is engaging in or is proposing to engage inany business or professional activity with oron behalf of the reporting issuer or anyperson identified in paragraph (d), or is anemployee of any such person or of thereporting issuer or any affiliate;

(f) learns, directly or indirectly, of materialnon-public information with respect to areporting issuer from any person andknows, or ought reasonably to have known,that the other person is connected to thereporting issuer; or

(g) is an expert retained or hired by—(i) a reporting issuer; or

(ii) a person described in paragraph (d); or


(h) is a relative of a senior officer of thereporting issuer; or

(i) is an entity that is controlled by a personreferred to in paragraph (a), (b) or (h).

(4) Notwithstanding subsection (3), a personconnected to a reporting issuer is deemed to havecontinued to be connected to a reporting issuer—

(a) in the case of subsection (3)(a), (b), (c), (e) or(g), six months after the day that the personotherwise ceases to be connected to areporting issuer;

(b) in the case of subsection (3)(d), until thetime any transaction described in thatsubsection is published; and

(c) in the case of subsection (3)(f), until suchmaterial non-public information ispublished.

(5) For the purposes of this Act, a trade shall bepresumed to occur in Trinidad and Tobago in theabsence of evidence to the contrary where—

(a) in the case of an act, advertisement,solicitation, conduct or negotiation infurtherance of a purchase or sale of asecurity, whether direct or indirect, suchact, advertisement, solicitation, conduct ornegotiation is—

(i) made by mail or courier, telephone orfacsimile transmission, with or to aperson in Trinidad and Tobago,whether or not solicited by suchperson;

(ii) made by electronic correspondence,where the recipient of the e-mailcorrespondence is in Trinidad andTobago, and the sender hasknowledge that the recipient of such


electronic correspondence is inTrinidad and Tobago, or afterreasonable inquiry, should haveknown, that the recipient of suchelectronic correspondence is inTrinidad and Tobago, whether or notsolicited by such person; or

(iii) in the case of securities offeringsmade available on the Internet, theweb pages and documents in respectof that offering, may be accessed bypersons resident in Trinidad andTobago, unless the document or webpage contains a prominent disclaimerthat expressly identifies thejurisdictions in which the offering isqualified to be made, and reasonableprecautions are taken to ensure thatno actual sales occur to persons inTrinidad and Tobago unless done incompliance with this Act; or

(b) the purchaser of the security is in Trinidadand Tobago.

(6) For the purposes of this Act, a person shall bepresumed to be providing investment advice in Trinidadand Tobago in the absence of evidence to the contrarywhere—

(a) such person contacts or solicits by telephoneor facsimile a person in Trinidad andTobago for the purpose of offering orproviding investment advice, whether ornot solicited by such person;

(b) such person sends electronic correspondence,for the purpose of offering or providinginvestment advice, where the recipient ofthe electronic correspondence is in Trinidadand Tobago, and the sender has knowledgethat the recipient of such electronic


correspondence is in Trinidad and Tobago,or after reasonable inquiry, should haveknown that the recipient of such e-mailcorrespondence is in Trinidad and Tobago,whether or not solicited by such person;

(c) such person sends correspondence by mailor courier for the purpose of offering orproviding investment advice to an addressin Trinidad and Tobago, whether or notsolicited by any person resident at suchaddress; or

(d) such person provides investment adviceto a person in Trinidad and Tobago.

(7) For the purposes of this Act, “futures contract”means rights under a contract for the sale or purchaseof a commodity or property of any other descriptionunder which delivery is to be made at a future date andat a price agreed upon when the contract is made, otherthan a contract made for commercial and notinvestment purposes and for the purposes of thisdefinition—

(a) a contract is to be regarded as made forinvestment purposes if it is made or tradedon a recognised securities exchange, or ismade otherwise than on a recognisedsecurities exchange, but is expressed to betraded on such an exchange or on the sameterms as those on which an equivalentcontract would be made on such anexchange;

(b) the following are indications that a contractis made for commercial purposes—

(i) the terms of the contract delivery ismade within seven days;


(ii) one or more of the parties is aproducer of the commodity or otherproperty or uses it in business; or

(iii) the seller delivers or intends todeliver the property or the purchasertakes or intends to take delivery of it,

and the absence of them is an indication that it is madefor investment purposes;

(c) it is an indication that a contract is madefor commercial purposes that the prices, thelot, the delivery date or other terms aredetermined by the parties for the purposesof the particular contract and not byreference, or not solely by reference, toregularly published prices, to standard lotsor delivery dates or the standard terms;

(d) the following are indications that a contractis made for investment purposes:

(i) it is expressed to be as traded on asecurities exchange;

(ii) performance of the contract isensured by a securities exchange or aclearing house; or

(iii) there are arrangements for thepayment or provisions of margin.

(8) For the purposes of subsection (7), a price istaken to be agreed on when a contract is made—

(a) notwithstanding that it is left to bedetermined by reference to the price atwhich a contract is to be entered into at atime and place specified in the contract; or

(b) in a case where the contract is expressed tobe by reference to a standard lot andquality, notwithstanding that provision is


made for a variation in the price to takeaccount of any variation in quantity orquality on delivery.

(9) For the purposes of this Act, the Commissionmay, by Order, declare—

(a) a foreign jurisdiction to be a designatedforeign jurisdiction;

(b) a rating organization to be a designatedrating organization;

(c) a person to be an international agency; or(d) any accounting standards to be financial

reporting standards.

PART II

THE SECURITIES AND EXCHANGE COMMISSION

Division 1—Establishment, Function and Power

5. There is hereby established a body corporate, whichshall be known as the Trinidad and Tobago Securitiesand Exchange Commission.

6. The functions of the Commission are to—(a) advise the Minister on all matters relating

to the securities industry;(b) maintain surveillance over the securities

industry and ensure orderly, fair andequitable dealings in securities;

(c) register, authorize or regulate, inaccordance with this Act, self-regulatoryorganizations, broker-dealers, registeredrepresentatives, underwriters, issuers andinvestment advisers, and control andsupervise their activities with a view tomaintaining proper standards of conductand professionalism in the securitiesindustry;

Establishment of theCommission

Functions of theCommission


(d) regulate and supervise the timely, accurate,fair and efficient disclosure of informationto the securities industry and the investingpublic;

(e) conduct such inspections and examinationsof self-regulatory organizations, broker-dealers,registered representatives, underwriters,issuers and investment advisers as may benecessary for giving full effect to this Act;

(f) protect the integrity of the securitiesmarket against any abuses arising frommarket manipulating practices, insidertrading, conflicts of interest, and otherunfair and improper practices;

(g) educate and promote an understanding bythe public of the securities industry and thebenefits, risks, and liabilities associatedwith investing in securities;

(h) co-operate with and provide assistance toregulatory authorities in Trinidad andTobago, or elsewhere;

(i) ensure compliance with the Proceeds ofCrime Act, any other written law inrelation to the prevention of moneylaundering and combating the financing ofterrorism or any other written law that isadministered or supervised by theCommission;

(j) create and promote such conditions in thesecurities industry as may seem to itnecessary, advisable or appropriate toensure the orderly growth, regulation anddevelopment of the securities industry andto further the purposes of this Act; and

(k) co-operate with other jurisdictions in thedevelopment of a fair and efficientsecurities industry.

Chap. 11:27


7. (1) For the purpose of the discharge of its functions,the Commission has power to—

(a) formulate principles for the guidance of thesecurities industry;

(b) treat with such matters as may be referredto it by any person from time to time;

(c) register and regulate market actors inaccordance with this Act;

(d) monitor the solvency of registrants,securities markets and self-regulatoryorganizations and take measures to protectthe interest of investors where the solvencyof any such person is in doubt;

(e) adopt measures to supervise and minimizeany conflict of interest that may arise in thecase of registrants or self-regulatoryorganizations and where appropriate othermarket actors;

(f) review, approve and regulate takeovers,amalgamations and all forms of businesscombinations in accordance with this Act orany other written law in all cases inwhich it considers it expedient orappropriate to do so;

(g) review the contents of prospectuses andissue receipts therefor, and review anyform of solicitation, advertisement orannouncement by which securities areproposed to be distributed;

(h) take enforcement action against any personfor failing to comply with this Act;

(i) recommend By-laws to the Minister;(j) formulate, prepare and publish notices,

guidelines, bulletins and policies describingthe views of the Commission regarding theinterpretation, application, or enforcementof this Act;

(k) make orders;

Powers of theCommission


(l) undertake such other activities as arenecessary or expedient for giving full effectto this Act; and

(m) do all things, and take all actions, whichmay be necessary, expedient, incidental orconducive to the discharge of any of itsfunctions and the exercise of its powersunder this Act.

(2) The Commission may, in writing require anymarket actor to furnish it with such information as itmay require for the exercise of its functions within suchtime and verified in such manner as it may specify.

(3) A market actor that is required to furnishinformation to the Commission in accordance withsubsection (2) shall furnish the required information,within the time specified and verified in the mannerspecified by the Commission.

8. (1) For the purposes of the administration of thisAct, the Commission may, by order, delegate anyresponsibility, power or function conferred on it by thisAct to any—

(a) Commissioner;(b) senior officer of the Commission; or(c) self-regulatory organization registered

under this Act.

(2) Notwithstanding subsection (1), the Commissionshall not delegate its powers to—

(a) make By-laws; or(b) hear appeals under section 160.

(3) A delegation pursuant to subsection (1) shallnot preclude the exercise by the Commission of anypower, duty, function or responsibility so delegated.

Delegation ofpowers


(4) All decisions made, and minutes of all meetingsheld by a delegatee under subsection (1) shall as soon aspracticable be recorded in writing.

(5) A delegatee shall forthwith notify theCommission of every decision made by him.

(6) Any minutes recorded under subsection (4)shall as soon as practicable be forwarded to theCommission.

(7) The Commission may, on its own motion, reviewa decision made by a delegatee and where it intends todo so, the Commission shall, within thirty days of thedecision, notify the delegatee and the person directlyaffected by the decision of the date, time and venue ofthe hearing to review the decision.

(8) For the purposes of this section, “senior officerof the Commission” means a person holding or acting inthe office of—

(a) chief executive officer;(b) deputy chief executive officer;(c) General Counsel; or (d) director,

of the Commission. 9. (1) The seal of the Commission shall be kept in the

custody of the Chairman or the Secretary, as theCommission may determine, and shall be affixed toinstruments in the presence of the Chairman or in theChairman’s absence of the Deputy Chairman, or theSecretary.

(2) The seal of the Commission shall be attested bythe signature of the Chairman or in the Chairman’sabsence the Deputy Chairman, and the Secretary.

(3) All documents, other than those required by lawto be under seal, and all orders and decisions of theCommission may be signified under the hand of theChairman or in the Chairman’s absence of the DeputyChairman, or the Secretary.

Custody and use of seal


(4) Service upon the Commission of any notice,order or other document shall be effected by deliveringthe same, or by sending it by registered post addressedto the Secretary at the office of the Commission.

Division 2—Membership10. (1) Subject to subsection (6) the Commission shall

consist of no more than nine nor fewer than fiveindividuals, including—

(a) an attorney-at-law of at least ten yearsstanding; and

(b) a representative from the Ministry ofFinance.

(2) The President shall appoint all theCommissioners and shall appoint one of their number tobe its Chairman.

(3) The Commissioners, other than those referredto in subsection (1)(a) and (b), shall be selected fromamong persons who have—

(a) been awarded degrees or professionalqualifications; and

(b) have a minimum of five yearspost-graduation experience,

in law, finance, business, economics, accounting,securities, investment or management.

(3A) The Minister shall appoint a DeputyChairman.

(4) Where a Commissioner is unable to performhis functions as Commissioner, by reason of illness,absence from Trinidad and Tobago, or otherwise, thePresident may appoint a temporary Commissioner toact in place of that Commissioner during his illness,absence or incapability, as the case may be.

(5) A temporary Commissioner appointed inaccordance with subsection (4) shall have qualificationsor experience similar to those of the Commissioner forwhom he is appointed to act.

(6) Subject to subsection (3), where an office ofCommissioner is vacant, the President may appoint atemporary Commissioner for a period not exceeding oneyear.

Constitution ofCommission


(7) In addition to the Commissioners appointedin accordance with subsection (2) the President may, onthe advice of the Minister in consultation with theCommission, appoint not more than three persons withsuch expertise as may be required by the Commission,as ad hoc Commissioners for a period not exceeding oneyear.

(8) Subject to the terms of his appointment, aperson appointed as a temporary or as an ad hocCommissioner may exercise any of the functions andpowers exercisable by a Commissioner under this Act.

(9) An appointment made under this section shallbe published in the Gazette.

11. (1) A person shall not be appointed or continue asCommissioner if he—

(a) is an employee or senior officer of aregistrant or self-regulatory organization;

(b) directly or indirectly, as owner, securityholder, director, senior officer, partner,employee or otherwise has a materialpecuniary or proprietary interest in—

(i) a registrant; or(ii) a self-regulatory organization;

(c) is sentenced to imprisonment or isconvicted of an offence involving fraud ordishonesty, whether in Trinidad andTobago or elsewhere;

(d) is declared bankrupt in accordance with thelaw of Trinidad and Tobago or any othercountry;

(e) is a professional and is disqualified orsuspended from practising his profession inTrinidad and Tobago or in any othercountry by an order of any competentauthority made in respect of himpersonally;

Disqualification forappointment


(f) is unable to perform his functions becauseof illness or for any other reason; or

(g) contravenes this Act.

(2) For the purposes of subsection (1)(b) apecuniary or proprietary interest is material where—

(a) it may reasonably be expected to have asignificant influence on the ability of themember to make an unbiased decision; or

(b) the person has beneficial ownership of, orcontrol or direction over more than ten percent of the outstanding equity or votingsecurities of a registrant except as a trusteeof a trust.

(3) If an interest referred to in subsection (1)(b)vests in a Commissioner by gift or will or succession forhis own benefit, he shall—

(a) forthwith after the vesting of the interestcomes to his knowledge, disclose theinterest in writing to the Commission; and

(b) within three months or as soon aspracticable of the vesting of the interestcoming to his knowledge absolutely disposeof the interest or resign.

(4) A person who contravenes subsection (3) isliable on conviction on indictment to a fine of fivehundred thousand dollars and imprisonment for twoyears.

12. (1) Subject to this section, a Commissioner otherthan a temporary Commissioner, shall hold office for aperiod not exceeding three years and shall be eligible forreappointment.

(2) The Chairman may resign his membershipby notice in writing addressed to the President.

Term of office and remuneration


(3) A Commissioner, other than the Chairman,may at any time resign his membership by notice inwriting addressed to the President and transmittedthrough the Chairman.

(4) A Commissioner may be removed frommembership of the Commission by the President,where he—

(a) becomes a person of unsound mind;(b) is absent from three consecutive meetings

of the Commission without leave of theCommission or without reasonable cause;

(c) is guilty of misconduct in relation to hisduties as a Commissioner;

(d) is sentenced to imprisonment or isconvicted of an offence involving fraud ordishonesty, whether in Trinidad andTobago or elsewhere; or

(e) becomes disqualified for appointment undersection 11.

(5) The Chairman and the other Commissionersshall be paid such remuneration and allowances inrespect of their office as the President may determinefrom time to time.

13. No action or other proceeding shall be institutedagainst a Commissioner or an employee or agent of theCommission for an act done in good faith in theperformance of a duty or in the exercise of a function orpower of the Commission under this Act.

14. (1) Subject to subsection (3) no person shall makeuse of or disclose any confidential information otherthan for the administration or enforcement of this Act.

(2) Notwithstanding subsection (1) or any otherwritten law, the Commission or any duly authorizedperson or entity may disclose the information referred toin subsection (1)—

(a) pursuant to an order of the Court; or

Protection ofCommissioners,employees or agents

Confidentiality


(b) to—(i) a Commissioner, or an employee of

the Commission;(ii) a representative of the government of

Trinidad and Tobago duly authorizedby the Minister;

(iii) a duly authorized representative ofthe Central Bank, the FinancialIntelligence Unit or a regulatoryagency in Trinidad and Tobago;

(iv) an expert hired or retained by theCommission; or

(v) a duly authorized representative of asecurities or financial regulatoryauthority outside of Trinidad andTobago,

in connection with the administration and enforcementof this Act or similar legislation of any foreignjurisdiction if the Commission is satisfied that theinformation will be treated as confidential by the personor agency to whom it is disclosed and used strictly forthe purpose for which it is disclosed.

(3) Subsection (1) applies to a person whoreceives information under subsection (2).

(4) For the purposes of this section, “confidentialinformation” means any information obtained as resultof a person’s relationship with the Commission in thecourse of his duties in the exercise of the Commission’sfunctions under this Act or any other written law that isadministered by the Commission but does not includeinformation that is or has already been made availableto the public.

(5) A person who contravenes subsection (1)commits an offence and is liable on conviction onindictment to a fine of five hundred thousand dollarsand to imprisonment for two years.


Division 3—Proceedings of Commission

15. (1) The Commission shall ordinarily meet fordispatch of business at such time and place as theChairman may decide but shall meet at least once inevery two months.

(2) The Chairman shall, at the request in writingof not less than two Commissioners, call anextraordinary meeting of the Commission within sevendays of the receipt of such request.

(3) Where the Chairman is absent from ameeting, the Deputy Chairman shall preside at themeeting.

(4) Where the Chairman and Deputy Chairmanare both absent from a meeting, the Commissionerspresent shall elect one of their number to preside asChairman at the meeting.

(5) The quorum at every meeting of theCommission shall be a majority of the Commissioners.

(6) All questions proposed at a meeting of theCommission shall be determined by a simple majority ofthe Commissioners present and voting, and where thevotes are equal, the Chairman or the Commissionerpresiding shall have a casting vote.

(7) The Commission may request the attendanceof any person at any of its meetings, but such personshall not vote on any matter for decision by theCommission.

16. (1) Subject to subsection (3), where under this Actor any other written law, the Commission is empoweredor required to perform any function, the Commissionmay, by resolution, appoint a committee of theCommission to submit recommendations with respect tothe performance of that function, or for the purpose ofdoing anything required or deemed expedient ornecessary for the purpose of performing such function.

Meetings

Committees


(2) The Commission may co-opt such persons asare required to assist in the performance of thefunctions of a committee appointed under subsection (1).

(3) Without prejudice to the generality ofsubsection (1) and subject to subsection (4), where anypower or function which requires an investigation,hearing, adjudication or decision which might lead tothe taking of any disciplinary measure against anyperson or the imposition of any penalty or order for thepayment of any money by or to any person, is by this Actassigned to the Commission, such investigation orhearing may be conducted by a committee appointedunder this section and shall be fully, duly and validlyconducted as if conducted by the entire Commission.

(4) The Commission may by resolution, adopt therecommendations of a committee appointed undersubsection (1).

17. (1) Minutes, in proper form, of each meeting ofthe Commission, or a committee thereof, shall be keptunder the direction of the Secretary.

(2) All decisions, resolutions, orders, or rulesmade, and By-laws recommended by the Commission ora committee thereof, as the case may be, shall berecorded in the minutes.

(3) The minutes shall be confirmed at the nextmeeting of the Commission, or the committee, as thecase may be, and a copy of the minutes when preparedand confirmed shall, in the case of a committee, beforwarded to the Commission.

(4) The Minister is entitled, upon request, to haveaccess to the minutes of the Commission or a committeethereof, and to receive from the Commission a copy ofany of those minutes.

18. (1) A Commissioner or any other personattending a meeting of the Commission who is in anyway, whether directly or indirectly, interested in a

Minutes


Declaration ofinterest

matter before the Commission shall declare his interestto the Commission and absent himself during thedeliberations concerning his declaration of interests.

(2) The Commission, excluding the Commissionerwhose interest is being considered, shall determinewhether this interest is sufficiently material so as toconstitute a conflict of interest.

(3) In the event that the Commission finds thatthe interest is such as to constitute a conflict of interest,the Commissioner or any other person attending ameeting of the Commission shall not take part in anydeliberations or vote on that matter, and shall absenthimself during such deliberations.

(4) For the purposes of this section, aCommissioner or any other person attending a meetingof the Commission shall be deemed to have an interestin a matter if he, or his nominee, is a security holder orpartner in, or a senior officer of an entity having aninterest or being involved in a matter before theCommission.

(5) Any person who fails to comply withsubsection (1) is liable on conviction on indictment to afine of five hundred thousand dollars and toimprisonment for two years, unless he proves that hedid not know that he had an interest in the matterwhich was the subject of consideration at the meeting.

19. (1) The Commission may consult, co-operate withand provide information to the Central Bank ofTrinidad and Tobago, the Financial Intelligence Unit,any other regulatory agency in Trinidad and Tobago orany other entity in Trinidad and Tobago in order tominimize duplication of effort and to maximize theprotection of investors.

(2) The Commission may co-operate with, provideinformation to and receive information from any of thefollowing entities, whether in Trinidad and Tobago orelsewhere:

(a) other securities or financial regulatoryauthorities, exchanges, clearing agencies,


Co-operation withCentral Bank and other agencies

self-regulatory bodies or organizations,law enforcement agencies and othergovernment agencies or regulatoryauthorities; and

(b) any person, other than an employee of theCommission, who acts on behalf of, orprovides services to the Commission.

(3) The Commission may enter into amemorandum of understanding with the StockExchange or any other agency referred to insubsection (1) in furtherance of the purposes of this Actor any matter under this Act.

(4) The Commission may enter into amemorandum of understanding with any agency of aforeign government, foreign securities regulator, otherregulatory body which regulates the financial servicesindustry or any international association of securitiesregulators in furtherance of the purposes of this Act orany matter under this Act.

(5) The Commission may co-operate andparticipate in the work of national, regional orinternational organizations dealing with the regulationof the securities industry.

(6) Any information provided and received by theCommission pursuant to this section shall beconfidential and shall not be disclosed except inaccordance with section 14.

(7) Where the Commission takes anyenforcement action against an entity, senior officer oran employee of an entity regulated by the Central Bankof Trinidad and Tobago for failing to comply with thisAct, the Commission shall notify the Inspector of theenforcement action so taken.


20. (1) The Commission shall within four months ofthe end of its financial year send an annual report of itsactivities which shall include its annual auditedfinancial statements to the Minister who shall cause itto be laid in Parliament.

(2) Copies of the annual report undersubsection (1) shall be available to the public withinfourteen days after it has been laid in Parliament.

21. The Commission may, with the approval of theMinister, make rules—

(a) respecting the calling of and conduct ofbusiness at meetings of the Commission;

(b) prescribing the procedure for appeals ofdecisions of self-regulatory organizationsand reviews of decisions of a delegatee;

(c) establishing a code of conduct governing theactivities of Commissioners and the officersand employees of the Commission in orderto avoid conflicts of interest and otherpractices that the Commission considersundesirable;

(d) respecting any other matter, whether or notrequired by this Act, relating to theorganization, procedure, administration orpractice of the Commission; and

(e) respecting procedures for the initiation andholding or hearings by the Commission.

Division 4—Staff22. (1) The Commission may, with the approval of

the Minister, appoint its chief executive officer whoshall not be a Commissioner.

(2) The Minister shall approve the terms andconditions of appointment of the chief executive officer.

(3) The chief executive officer shall perform suchfunctions as may be conferred on him by theCommission.


Annual Report

Regulation of business

Appointment of chief executive officer

(3A) The chief executive officer is subject to thedirection of the Commission and is responsible to theCommission for the execution of its policy andmanagement of its affairs.

(4) A person who is appointed chief executiveofficer under this Act shall, forthwith after theappointment, declare every interest he has in anysecurity and thereafter he shall not, while holding officeas chief executive officer—

(a) participate, directly or indirectly, in anysecurities market operation transaction inwhich he has a material interest and whichis subject to regulation by the Commissionpursuant to this Act; or

(b) engage in any other business, vocation oremployment other than that of serving aschief executive officer.

23. (1) The Commission may appoint, hire or retain,on such terms and conditions as it may determine, anexpert to assist it in any manner that it considersnecessary.

(2) Where the Commission appoints an expert toadvise it on the development of specific policies, By-lawsor other regulatory proposals of the Commission or aself-regulatory organization, the expert shall formulateand report his views to the Commission in writing andthe Commission may, if it thinks fit, make it availableto the public.

24. The Commission shall appoint a Secretary andsuch other officers and employees as it considersnecessary or appropriate for the efficient performance ofits functions.

25. (1) An officer in the public service or in theservice of a statutory authority may, with the approvalof the appropriate service commission and theCommission, consent to be transferred to the service ofthe Commission.

(2) The officer shall, upon transfer, havepreserved his superannuation or pension rightsaccruing at the time of the transfer.

Appointment of other staff

Transfer of officers to the public serviceand vice versa

Appointment ofexperts


26. (1) An officer or employee in the public service, astatutory authority, any domestic or foreign public orprivate body, or of the Commission may, with theconsent of the Commission and with the approval of theappropriate service commission or the relevant body,consent to be transferred on secondment to the serviceof the Commission, or from the service of theCommission to the public service or a statutoryauthority or other body, as the case may be.

(2) Where a transfer on secondment is effected,such arrangements as may be necessary, shall be madeto preserve the rights of the officer or employeetransferred to any pension, gratuity or other allowancefor which he would have been eligible had he not beentransferred.

Division 5—Financial Provisions

27. The funds and resources of the Commission shallconsist of—

(a) such sums as may be appropriated byParliament;

(b) all fees and other sums from time to timepaid, or otherwise payable, to theCommission under this Act; and

(c) all other sums or property that may in anymanner become payable in any matterrelated to its functions and powers.

28. For the purpose of carrying out its power orfunctions, the Commission may, with the prior approvalin writing of the Minister, waive or suspend anyprescribed fees.

29. The funds of the Commission shall be applied indefraying the following expenditure:

(a) the remuneration, fees and allowances ofthe members of the Commission;

Transfer onsecondment


Funds andresources of theCommission

Application of funds

Financial powers

(b) the salaries, fees, allowances, advances,loans, gratuities, pensions and otherpayments to the officers and employees ofthe Commission;

(c) the capital and operating expenses,including maintenance and insurance ofany property of the Commission; and

(d) any other expenditure authorized by theCommission in the discharge of itsfunctions and contractual obligations.

30. (1) All monies of the Commission received underthis Act shall be paid into a bank appointed by theCommission.

(2) All payments made out of the funds of theCommission shall be made by any person appointed todo so by the rules made under section 21.

31. (1) The Commission shall keep proper books ofaccounts of—

(a) all monies received and expended by theCommission and shall record the matters inrespect of which such monies have beenreceived and expended; and

(b) the assets and liabilities of the Commission.(2) Where assets are held upon any special trust,

the receipts and expenditure relating to such trust shallbe kept in an account separate and apart from all otherreceipts and expenditure.

(3) All accounts shall be kept in the principaloffice of the Commission for a period of six years afterthe last entry therein, and shall be open to inspection byCommissioners and by the auditors of the Commission.

(4) Within four months after the end of eachfinancial year, the Commission shall cause to beprepared in respect of that year, financial statementswhich include—

(a) an account of the revenue and expenditureof the Commission;


Accounts and audit

Cash deposits andpayments

(b) a balance sheet;(c) a report setting out the activities of the

Commission; and(d) such other accounts as the Commission

may require.

(5) Accounts prepared in accordance with thissection shall—

(a) be audited by an auditor who is a memberof, and in good standing with the ICATTand who is appointed by the Commissionwith the approval of the Minister; and

(b) be signed by the Chairman and not lessthan two other Commissioners.

(6) The Secretary shall cause copies of the signedaccounts to be sent to every member of the Commission,the auditor and the Minister.

(7) The Minister may at any time request theCommission to provide him with information concerningany aspect of its administration of this Act and theCommission shall provide the information requestedwithin fourteen days.

(8) The Commission shall have an auditcommittee composed of not less than threeCommissioners which shall not include temporary orad hoc Commissioners.

(9) The audit committee shall review the annualfinancial statements required under subsection (4)before such financial statements are approved by theCommission.

(10) The auditor of the Commission is entitled toreceive notice of every meeting of the audit committeeand, if so requested by the chairman of the auditcommittee, shall at the expense of the Commission,attend and be heard at such meeting of the committee.


Division 6—Filing of Documents32. All documents or instruments required to be filed

with the Commission shall be filed in the prescribedmanner.

33. (1) The Commission shall make all documents orinstruments required to be filed with it under the Actavailable for public inspection during the normalbusiness hours of the Commission unless—

(a) the Commission determines that disclosurewould not be in the public interest; or

(b) the Court directs otherwise.(2) Subject to subsection (1), the Commission may

also make all documents or instruments filed with itavailable to the public by posting such documents to theCommission’s website.

(3) Notwithstanding subsections (1) and (2) theCommission may hold in confidence all or part of adocument or instrument referred to in subsection (1) ifit considers that—

(a) a person whose information appears in thedocument or instrument would be undulyprejudiced by disclosure of the information;and

(b) the privacy interest of the person outweighsthe public interest in having theinformation disclosed.

PART III

THE TRINIDAD AND TOBAGO STOCK EXCHANGE ANDOTHER SELF-REGULATORY ORGANIZATIONS

Division 1—The Stock Exchange and the CentralDepository

34. (1) The Stock Exchange is deemed to be dulyregistered under this Act as a self-regulatoryorganization.

Registration ofStock Exchange andCentral Depository

Filing of documents with Commission

Public availability offiled documents


(2) The Central Depository is deemed to be dulyregistered under this Act as a self-regulatoryorganization.

35. (1) The rules, regulations and listingrequirements of the Stock Exchange (hereafter referredto as “the existing rules”) approved or deemed approvedby the Commission under the former Act shall bedeemed to be approved by the Commission under thisAct.

(2) Within two years after the commencement ofthis Act, the Stock Exchange shall review and, wherenecessary, amend the existing rules to ensureconformity with this Act.

(3) The Stock Exchange shall not change oramend the existing rules except in accordance with thisAct.

(4) The rules, regulations and listingrequirements of the Central Depository (hereinafterreferred to as “the existing rules”) approved or deemedapproved by the Commission under the former Act shallbe deemed to be approved by the Commission underthis Act.

(5) Within two years after the coming into force ofthis Act, the Central Depository shall review and, wherenecessary, amend the existing rules to ensureconformity with this Act.

(6) The Central Depository shall not change oramend the existing rules except in accordance withthis Act.

Division 2—Self-Regulatory Organizations

36. (1) No person shall carry on business or activitiesas a self-regulatory organization unless registered as aself-regulatory organization under this Part.

(2) Application for registration pursuant tosubsection (1) shall be made to the Commission in the

Registration of aself-regulatory organization

Rules of the StockExchange and CentralDepository


prescribed form and shall be accompanied by such feesas may be prescribed.

(3) The registration of a person as aself-regulatory organization shall be valid for a period ofone year from the date of registration, and subject tothis Act, the Commission may renew the registration ofa person annually on the payment of the prescribed feeand upon compliance with such other conditions as theCommission may determine.

(4) A person who is registered under this Partshall report to the Commission such information as maybe prescribed.

37. (1) A person shall not be registered as aself-regulatory organization unless that person—

(a) proposes to—

(i) engage in the securities industry;

(ii) conduct activities as a clearingagency or securities exchange; or

(iii) conduct any other activities as maybe prescribed;

(b) is a body corporate—

(i) under the laws of Trinidad andTobago; or

(ii) under the laws of any otherjurisdiction and is registered inTrinidad and Tobago;

(c) has a body of rules for the governance of itsmembers that comply with therequirements of this Part; and

(d) is fit and proper for registration as aself-regulatory organization.

(2) An association of market actors may apply tothe Commission for registration as a self-regulatory


Registrationrequirements

organization provided it satisfies the requirements ofparagraphs (b) to (d) of subsection (1).

(3) In considering whether an applicant forregistration as a self-regulatory organization under thisPart is fit and proper for registration, the Commissionshall consider the financial condition, proficiency,integrity, and competency of such applicant and anyadditional requirements as may be prescribed.

38. (1) Subject to subsections (3), (4) and (6), theCommission shall grant an application for registrationas a self-regulatory organization.

(2) Forthwith after receipt of an application forregistration as a self-regulatory organization under thisPart, the Commission shall publish in two dailynewspapers of general circulation in Trinidad andTobago, a notice inviting any interested person tosubmit written comments on the application.

(3) Subject to subsection (5), the Commissionshall refuse an application for registration where—

(a) the applicant is not organized in a manneror does not have the capacity and resourcesthat enable it to comply with this Act andto enforce compliance by its members andtheir employees with its rules ofgovernance;

(b) the applicant does not meet therequirements set out in section 37(1);

(c) the rules of governance of the applicant donot comply with this Act; or

(d) the Commission determines that it wouldnot be in the public interest to grantregistration as a self-regulatoryorganization to the applicant.

(4) The Commission may refuse an applicationfor registration if the applicant or a senior officer of theapplicant would be refused registration as a registrant.


Application forregistration

(5) In considering whether to grant anapplication for registration, the Commission shall, inparticular, take into account the rules of governance ofthe applicant that relate to—

(a) prices, fees or rates charged by members ofthe applicant for services;

(b) conditions of entry into the securitiesindustry through membership in theapplicant or otherwise;

(c) the structure or form of a member orparticipant;

(d) the quantity or quality of services furnishedby a member or participant; and

(e) any type of restraint on competition.(6) Where the Commission grants an application

for registration as a self-regulatory organization, itshall, where necessary, require a change in the rules ofgovernance of the applicant to ensure its fairadministration or to make the proposed rules ofgovernance conform to the requirements of, or otherwisefurther the purposes of, this Act.

(7) On application by a registered self-regulatoryorganization, the Commission may accept, subject tosuch terms and conditions as it may impose, thevoluntary surrender of registration of a self-regulatoryorganization, if the Commission is satisfied thatthe voluntary surrender of registration of theself-regulatory organization would not be prejudicial tothe public interest.

39. (1) The rules of governance of an applicant forregistration as a self-regulatory organization shallcontain provisions—

(a) for the protection of investors and thepublic interest;

(b) for fostering co-operation and co-ordinationamong persons who clear, settle, regulate,process information about, and facilitatetrades in securities;


Obligatory rules ofgovernance

(c) ensuring representation of its members onthe board of the applicant;

(d) for the imposition of reasonable fees andcharges for the use of its facilities andservices;

(e) relating to the disciplining of a member oremployee of a member who is in breach ofits rules of governance or this Act andwithout prejudice to the generality ofthe foregoing, may provide for censure,fine, suspension, expulsion, limitationof activities, functions or operations,suspension of, or exclusion fromemployment;

(f) specifying the procedure required toimplement section 43 for disciplinaryproceedings, refusal of membership,prohibition from employment, orprohibition or limitation of access toservices furnished by it or its members; and

(g) for such other matters as may beprescribed.

(2) Without prejudice to subsection (1), the rulesof governance of an applicant for registration as asecurities exchange shall also contain provisionsdesigned to—

(a) prevent deceptive, fraudulent andmanipulative acts and practices;

(b) promote fair trading practices and tofacilitate an efficient market; and

(c) ensure that a broker-dealer may become amember of the securities exchange.

(3) Without prejudice to subsection (1), the rulesof governance of an applicant for registration as aclearing agency shall also contain provisions designedto—

(a) develop and operate a prompt and accurateclearance and settlement system;


(b) safeguard money and securities in itscustody or under its control or for which it isresponsible; and

(c) provide, subject to section 43, that abroker-dealer, a financial institution,another clearing agency or a person or classof persons designated by the Commissionmay become a participant in the clearingagency.

(4) The rules of governance of an applicant forregistration as a self-regulatory organization shall not—

(a) permit unfair discrimination amongpersons who use its facilities; or

(b) restrain competition to an extent notnecessary to achieve the objectives specifiedin subsections (1) to (3).

40. (1) A self-regulatory organization may onlyamend its rules of governance in accordance with thissection.

(2) Where a self-regulatory organization proposesto amend its rules, it shall file with the Commission acopy of the proposed amendment and a concisestatement of its substance and purpose.

(3) Forthwith after receipt of a proposedamendment under subsection (2) the Commission shallpublish in two daily newspapers of general circulationin Trinidad and Tobago a notice inviting any interestedperson to submit written comments on theamendment and the reasonable cost of the publicationshall be borne by the self-regulatory organization.

(4) Subject to subsection (5), the Commission maymake an order approving a proposed amendment to therules of governance of a self-regulatory organization.

Procedure on proposed amendment to rules of governance


(5) The Commission may make an order refusinga proposed amendment to the rules of governance of aself-regulatory organization if—

(a) the organization is not organized in amanner and would not have the capacityand resources to enforce compliance withits rules of governance as amended;

(b) the amended rules of governance would notcomply with this Act;

(c) the amended rules of governance would beinconsistent or conflict with this Act; or

(d) the Commission determines that theproposed amendment would not be in thepublic interest.

(6) Where the Commission determines that aproposed amendment filed pursuant to subsection (1)—

(a) makes no material substantive change inan existing rule; or

(b) relates exclusively to the administration ofthe self-regulatory organization,

it may approve the amendment without a hearing.

41. (1) The Commission may make an orderrequiring a change in the rules of governance of aself-regulatory organization to ensure its fairadministration or to make the rules of governanceconform to the requirements of, or otherwise further thepurposes of this Act.

(2) Where the Commission proposes to make anorder pursuant to subsection (1), it shall publish andsend to the self-regulatory organization a notice thatcomplies with section 157(1) prior to making the order.

42. (1) A self-regulatory organization shall notrequire its members to comply with a schedule ofcommissions or other fees for their services or limit inany way the income of a member.

Power of Commission to require change in rules ofgovernance

Restriction onimposition offees schedule


(2) Nothing in this section shall prevent aself-regulatory organization from issuing, from time totime, a notice to its members indicating what, in itsopinion, is the market price, fee or rate charged for anyparticular service.

43. (1) Subject to subsections (2) and (3) andsection 51(6), a self-regulatory organization shall grantan application for membership or for approval as anemployee of a member.

(2) A self-regulatory organization may refusemembership or impose conditions on membership orprohibit or limit access to services furnished by it or itsmembers to a person who—

(a) lacks the financial resources or operationalcapability required by its rules;

(b) does not meet the criteria for membershipspecified in its rules; or

(c) does not carry on the type of business thatits rules of governance require a member tocarry on.

(3) A self-regulatory organization shall not refusemembership or impose conditions on membership to aperson who carries on the type of business required byits rules of governance on the basis of—

(a) the volume of the required business; or (b) any other business that the person carries

on.(4) A self-regulatory organization may refuse

membership to, impose conditions of membership on,prohibit or limit access to services furnished by it or itsmembers, or prohibit employment by a member orimpose conditions on such employment of, a personwho—

(a) lacks the training, experience orcompetence required by its rules; or

(b) contravenes this Act, a rule of aself-regulatory organization registeredunder this Act, or any other law in Trinidadand Tobago.

Membership


(5) A self-regulatory organization shall, beforerefusing membership or imposing conditions on suchmembership or before approving employment by amember and before disciplining a member or anemployee of a member, give any person directly affectedby its decision, an opportunity to be heard.

(6) A self-regulatory organization shall publish intwo daily newspapers of general circulation in Trinidadand Tobago any notice disciplining a member or anemployee of a member unless the Commission directsotherwise.

(7) Subject to subsection (8), a self-regulatoryorganization may, without giving an opportunity to beheard as required by subsection (5)—

(a) suspend—

(i) a member who has been expelled or isunder suspension from; or

(ii) an employee of a member who hasbeen expelled or is under suspensionfrom employment by the member of,

another self-regulatory organization that isregistered under this Act;

(b) suspend a member if the self-regulatoryorganization reasonably believes itnecessary for the protection of investors,creditors, members or the self-regulatoryorganization because of financial oroperational difficulties of the member;

(c) suspend a participant who is in default ofdelivery of money or securities to aregistered clearing agency; and

(d) prohibit or limit access to services furnishedby it or its members to a person—

(i) to whom paragraph (a), (b) or (c)applies;


(ii) who does not meet the criteria foraccess specified in its rules; or

(iii) where such action is necessary for theprotection of investors, creditors,members or the self-regulatoryorganization.

(8) Where a self-regulatory organization acts inaccordance with subsection (7), the organization shallprovide an opportunity to be heard and make adetermination within twenty business days of its orderand the suspension, prohibition or limitation shallremain in effect until the determination is made.

44. (1) Where a self-regulatory organization makes adecision under section 43(2), (3) or (4) refusingmembership or imposing conditions on membership orprohibiting employment by a member or imposingconditions on the employment by a member, it shall atonce file with the Commission a copy of the decision, thereasons therefor and any other information requested orprescribed.

(2) A person aggrieved by an order of aself-regulatory organization made under section 43(2),(3) or (4) may appeal to the Commission any suchdecision within fourteen days of receipt of the decision.

(3) On an appeal or review of a decision of aself-regulatory organization made under section 43(2),(3) or (4) the Commission shall affirm the decision if itfinds that—

(a) the decision is in accordance with the rulesof governance of the self-regulatoryorganization and this Act; and

(b) the rules of governance of theself-regulatory organization and this Act

Filing of copy of decision with Commission


were applied in a manner that furthers theobjectives specified in section 39 and thepurposes of this Act.

(4) Where the Commission finds that the decisionrestrains competition to an extent not necessary toachieve the objectives specified in section 39(1), (2) or(3), it may set aside the decision or require theself-regulatory organization to—

(a) admit the person affected to membership;(b) permit the person to become an employee of

a member;(c) grant the person access to services

furnished by it or its members; or(d) take any other action or make any other

order not inconsistent with the objectivesspecified in section 39.

(5) On an appeal or review of an order of aself-regulatory organization disciplining a member oran employee of a member, the Commission may—

(a) affirm or modify the sanction imposed ifit finds that the person disciplinedcontravened the rules of governance of theself-regulatory organization or this Act;

(b) set aside the sanction imposed if it does notso find; or

(c) remand the matter to the self-regulatoryorganization for further proceedings.

(6) On an appeal or review referred to insubsection (5), the Commission may set aside or modifythe sanction imposed if it finds that it restrainscompetition to an extent not necessary to achieve theobjectives specified in section 39(1), (2) or (3).

(7) An order made by the Commission undersubsection (5) or (6) setting aside or modifying asanction does not affect the validity of any action takenby the self-regulatory organization as a result of thesanction before the order was made, unless the action


contravened this Act or the rules of governance of theself-regulatory organization.

45. (1) No securities exchange shall de-list a securityadmitted for quotation by it, unless it obtains an orderfrom the Commission, authorizing the de-listing andimposing, for the protection of investors, such conditionsas the Commission thinks fit.

(2) The Commission may refuse to authorize thede-listing of a security where the de-listing is inbreach of—

(a) the rules of governance of the self-regulatoryorganization;

(b) an agreement entered into by the issuer ofthe security with the self-regulatoryorganization; or

(c) the rights of investors.

46. (1) A self-regulatory organization shall, subject tothe approval of the Commission, appoint an auditor toaudit its financial affairs.

(2) A self-regulatory organization shall requireeach of its members to appoint an auditor who shall—

(a) examine the financial affairs of the memberin accordance with the rules of governanceof the self-regulatory organization; and

(b) report the results of the examination to theself-regulatory organization.

(3) An auditor appointed under subsection (1) or(2) shall be a member, in good standing, of ICATT.

(4) A self-regulatory organization or a member ofa self-regulatory organization shall deliver to theCommission on request a copy of a report made undersubsection (2).


De-listing ofsecurities

Appointment ofauditor

47. (1) A self-regulatory organization that is asecurities exchange, shall establish and maintain acontingency fund in the prescribed manner.

(2) A self-regulatory organization that is aclearing agency shall establish and maintain asettlement assurance fund, in the prescribed manner, toaddress the failure by any of its participants to deliversecurities or monies required by the rules of governanceof the clearing agency.

(3) A self-regulatory organization shall file withthe Commission the constituent documents of a fundrequired by this section and such other documents asmay be prescribed.

(4) Where, after consultation with theself-regulatory organization referred to in subsection (1)or (2)—

(a) the Commission reasonably believes that afund established under this section does notcontain sufficient assets to meet claimswhich may be made against the fund or tomeet its purpose; and

(b) the self-regulatory organization fails tocontribute or cause its members tocontribute to the fund established underthis section an increased amount sufficientto maintain the assets of the fund at a levelthat the Commission believes to bereasonably necessary to pay claims againstthe fund,

then the Commission may make an order requiring theself-regulatory organization to contribute to such fundsuch amount required to attain the level that theCommission believes to be reasonably necessary to paythe claims.

Contingency fund ofsecurities exchange


(5) A self-regulatory organization shall at anytime—

(a) permit a person authorized by theCommission in writing, to inspect therecords and assets of any fund referred to inthis section;

(b) produce and furnish to the personauthorized by the Commission in writing,any document or record which hereasonably requests; and

(c) answer any questions that the personauthorized by the Commission in writing,may ask concerning those records or assets.

(6) A self-regulatory organization shall appointan auditor to audit the financial statements of a fundestablished under this section.

(7) A self-regulatory organization thatestablishes a fund under this section shall, within onehundred and twenty days of the end of the financial yearof the fund, file with the Commission the report of theauditors appointed under subsection (6) together withthe financial statements of the fund in such form andcontaining such information as may be prescribed.

(8) Monies held in a fund in accordance with thissection shall not be made available for payment ofthe debts or expenses or other obligations of theself-regulatory organization or its members.

48. (1) Where a self-regulatory organization—(a) contravenes its rules or this Act;(b) is unable to comply with its rules or this

Act;(c) fails or is unable to enforce its rules of

governance or a provision of this Act that itis required to administer or enforce, or failsto comply with an order of the Commissionmade under this Part;

(d) fails to observe the prescribed standards ofsolvency;


Sanctions re:self-regulatoryorganizations

(e) no longer satisfies the requirementsfor registration as a self-regulatoryorganization set out in section 37; or

(f) is, or any of its members are, guilty ofnegligence or fraud,

the Commission may make an order in accordance withsubsection (2).

(2) Subject to subsection (1), the Commissionmay make one or more of the following orders to:

(a) censure the self-regulatory organization;(b) limit the activities, functions or operations

of the self-regulatory organization; (c) suspend or revoke the registration of the

self-regulatory organization; or(d) impose an administrative fine pursuant to

section 156.(3) In addition to any penalties under this Act,

where a senior officer or employee of a self-regulatoryorganization contravenes the rules of governance of theself-regulatory organization or this Act, the Commissionmay make an order censuring him or suspending orremoving him from office or employment with theself-regulatory organization.

49. (1) Subject to subsection (4), any person who isaggrieved by any act or omission of a self-regulatoryorganization, the board or a member of a self-regulatoryorganization, or any other market actor, may lodge awritten complaint in respect thereof with theCommission.

(2) The Commission may investigate andadjudicate upon the complaint lodged pursuant tosubsection (1).

(3) Section 150 shall have effect in relation to anyinvestigation and adjudication conducted by theCommission pursuant to subsection (2).


Complaints re:self-regulatoryorganizations andmarket actors

(4) The Commission may, following receipt of acomplaint made under subsection (1), make such orderas it thinks just, including an order for the payment bythe self-regulatory organization, the member of theself-regulatory organization or the market actor, as thecase may be, of any sum by way of restitution or ascompensation for any loss suffered by the complainant.

50. (1) Where a dispute arises between members of aself-regulatory organization, such dispute shall bereferred to the board of the self-regulatoryorganization, and the board shall investigate thedispute, and shall make such order for the resolution ofthe dispute as it thinks fit.

(2) It shall be the duty of the self-regulatoryorganization to notify the Commission forthwith inwriting of the existence of a dispute between itsmembers.

(3) Where a member of a self-regulatoryorganization is aggrieved by the decision of the boardunder subsection (1), the member may, within fourteendays of the receipt of such decision, appeal in writing tothe Commission and send a copy to all parties to theappeal.

(4) Where an appeal is filed under subsection (3)the self-regulatory organization shall forward to theCommission the reasons for its decision within sevendays of its receipt of the notice of appeal.

(5) The Commission may, on reviewing an appealunder this section, make any order it thinks just,including an order for the payment by any party to thedispute of any sum of money, including a sum to covercosts, as the justice of the case may in the opinion of theCommission require.


Dispute betweenmembers

PART IVREGISTRATION OF REGISTRANTS

51. (1) Subject to this Act, no person shall carry onbusiness or hold himself out as, or engage in any act,action or course of conduct in connection with, orincidental to, the business activities of—

(a) a broker-dealer;(b) an investment adviser; or(c) an underwriter,

unless the person is registered, or deemed to beregistered, as such, in accordance with this Act, andexcept for persons deemed registered, the person hasreceived written notice of the registration from theCommission.

(2) Subject to section 53(2), an individual who isa senior officer or employee of a person required to beregistered under subsection (1) and who engages in anyact, action or course of conduct in connection with, orincidental to, the class of business activities for which aperson registered under subsection (1) is engaged, shallregister as a registered representative in the prescribedcategory, subject to such terms and conditions as theCommission may determine.

(3) An individual who is not registered undersubsection (2) shall not perform any of the functions orengage in any act, action or course of conduct inconnection with, or incidental to, the business activitiesof the person who is required to be registered undersubsection (1) in order to carry on its business activities.

(4) Subsections (2) and (3) do not apply to—(a) an employee performing functions which

are solely administrative in nature,including without limitation, technologysupport, facilities support, human resourcesmanagement and clerical support; and

(b) any other person as may be prescribed.


Registrationrequirement

(5) Notwithstanding subsections (1) and (2), asponsored broker-dealer or sponsored investmentadviser may carry on business, or hold himself out as, orengage in any act, action or course of conduct inconnection with, or incidental to, the business activitiesof a broker-dealer or investment adviser for a period notexceeding thirty days in any one calendar year, wheresuch sponsored broker-dealer or sponsored investmentadviser is registered in the manner prescribed.

(6) No self-regulatory organization registeredunder this Act shall admit to membership or grant alicence to any person who is not a registrant undersubsection (1) or (2).

(7) The registration of a person as a registrantunder subsection (1) or (2) shall be valid for a period ofone year from the date of registration, and subject tothis Act, the Commission may renew the registration ofa person annually on the payment of the prescribed feeand on compliance with such other requirements as maybe prescribed.

52. (1) Subject to subsections (2) and (3) where anapplicant for registration under section 51(1) or forrenewal or reinstatement of such registration—

(a) is considered by the Commission to be fitand proper for registration, renewal orreinstatement in the category applied for;

(b) complies with the prescribed requirements;and

(c) pays the prescribed fee,

the Commission shall register, renew or reinstate theregistration of the applicant and issue to such applicanta certificate of registration in the prescribed form.

Registration by theCommission


(2) The Commission may refuse to register,renew or reinstate the registration of an applicantwhere such registration, renewal or reinstatement isnot in the public interest.

(3) The Commission may in its discretion restricta registration by—

(a) imposing such terms and conditions as itthinks necessary;

(b) limiting the duration of a registration; and(c) limiting the trading to certain securities or

a certain class of securities.

(4) The Commission may require—(a) a registrant under section 51(1) to establish

and maintain a compliance committee,which shall be responsible for ensuring thatthe registrant complies with this Act; and

(b) a registrant under section 51, other than aperson required to be registered undersection 51(2), to effect policies of insuranceon terms as may be ordered bythe Commission for the purpose ofindemnifying such registrant against anyliability that may be incurred as a result ofany act or omission of the registrant or anyof its officers or employees.

(5) Where the registration of a registrant underthis Part is subject to terms and conditions, theregistrant shall comply with such terms and conditions.

(6) In considering whether a person is fit andproper for registration under this Part, the Commissionshall consider—

(a) the financial condition and solvency of theperson;

(b) the educational and other qualificationsand experience of the person;


(c) the ability of the person to perform hisproposed business efficiently, honestly andfairly;

(d) the ability of the person to comply with therequirements of this Act applicable to thecategory of registration for which he isapplying;

(e) the character, financial integrity andreliability of the person; and

(f) additional requirements as may beprescribed,

and for the purpose of this subsection, the Commissionmay have regard to any information in its knowledge orpossession whether furnished by the applicant or not.

(7) The Commission shall not refuse to register,renew or reinstate the registration of an applicantwithout giving the applicant an opportunity to be heardand where the Commission refuses to register, renew orreinstate the registration of an applicant, it shall notifythe applicant in writing of the reasons for so doing.

(8) The Commission shall, by the 30th day ofApril of each year, publish by class of registration a listof all registrants and self-regulatory organizations as ofthe 31st day of March in that year in the Gazette andtwo daily newspapers of general circulation in Trinidadand Tobago.

(9) The Commission shall maintain a register ofall registrants and self-regulatory organizations withthe Commission under this Part.

53. (1) For the period of one year from the cominginto force of this Act, a person registered or deemedregistered under the former Act as—

(a) a broker, excluding a broker in the employof a securities company under the formerAct, is deemed to be duly registered underthis Act as a broker-dealer;

Transitionalprovisions


(b) a dealer, is deemed to be duly registeredunder this Act as a broker-dealer;

(c) a securities company, is deemed to be dulyregistered under this Act as a broker-dealer;

(d) an underwriter, is deemed to be dulyregistered under this Act as anunderwriter;

(e) an investment adviser, is deemed to be dulyregistered under this Act as an investmentadviser;

(f) a broker in the employ of a securitiescompany under the former Act is deemedunder section 51(2) as a registeredrepresentative of a registrant registeredunder section 51(1) of this Act; and

(g) a trader, is deemed to be duly registeredunder section 51(2) as a registeredrepresentative of a registrant registeredunder section 51(1) of this Act.

(2) A person who is deemed to be registeredunder subsection (1) shall comply with the registrationrequirements of section 51(1) or (2) as the case may be,within twelve months from the date of the coming intoforce of this Act and shall, until the earlier of the expiryof such twelve-month period and the date such personobtains registration under section 51(1) or (2) as thecase may be, be permitted to continue performing thefunctions that such person was authorized to performunder the former Act.

54. (1) Subject to subsection (2) a person shall notbecome a substantial shareholder without first beingapproved by the Commission as being fit and proper.

(2) Where a person becomes a substantialshareholder under a will or by intestacy, such a personshall apply to the Commission for approval within onemonth of this fact coming to his knowledge.

Requirements forsubstantialshareholders ofregistrants


(3) A financial institution or a registrant undersection 51(1) is deemed approved by the Commission forthe purposes of subsection (1).

(4) The Commission may, upon application in theprescribed manner and payment of the prescribed fee,approve a person to become a substantial shareholder.

(5) The Commission shall refuse to approve anapplicant to become or continue to be a substantialshareholder of a registrant registered undersection 51(1) if—

(a) the applicant is not fit and proper at thetime of the application; or

(b) the applicant does not remain fit andproper after the approval of its application.

(6) Where a substantial shareholder is no longerfit and proper or where a person under subsection (2) isnot granted approval to be a substantial shareholder,such person shall—

(a) be notified in writing by the Commission ofthis fact; and

(b) not exercise voting rights in relation tomore than ten per cent of the outstandingsecurities of the registrant undersection 51 (1).

(7) In this section, “substantial shareholder”means any person who directly or indirectly, whetheralone or with another person, beneficially owns, or hascontrol or direction over, or proposes to own or acquirecontrol or direction over more than ten per cent of theoutstanding voting securities of the registrant undersection 51 (1).

(8) A person who is a substantial shareholder of aregistrant under section 51(1) on the coming into forceof this Act is deemed approved by the Commission forpurposes of subsection (1).


55. (1) The registration of a registered representativeis suspended on the date that the registration of theregistrant under section 51(1) that sponsored hisregistration is suspended until such time that anapplication for reinstatement of the employer’sregistration on the prescribed form has been approvedby the Commission.

(2) The registration of a registeredrepresentative is terminated on the date that—

(a) the registered representative ceases to act onbehalf of the registrant under section 51(1)that sponsored his registration; or

(b) the registration of the registrant undersection 51(1) that sponsored hisregistration is terminated.

(3) A registered representative shall not carry onsecurities business for any person unless suchrepresentative is employed by a registrant undersection 51(1) whose registration status is active.

56. (1) An application for registration, renewal orreinstatement of registration under this Part shall bemade in writing in the prescribed form and shall beaccompanied by the prescribed fee and such otherprescribed documents or information requested by theCommission.

(2) If at any time between the date of the filing ofan application and the date that a notice of registration,renewal or reinstatement of registration is received bythe applicant, the applicant becomes aware of amaterial change in the information contained in theapplication, the applicant shall forthwith inform theCommission in writing of such material change.

(3) The Commission may require any furtherinformation or material to be submitted by an applicant


Application forregistration andcontinuing disclosure

Termination andsuspension ofregisteredrepresentative status

within a specified time and may require verification byaffidavit of any information or material fact then orpreviously submitted.

(4) Subject to the By-laws, an applicant underthis Part or a registrant shall provide the Commissionnotice in writing of the occurrence of any prescribedevent within the prescribed period.

(5) Upon receipt of a notice under subsection (4),the Commission may take any action that it deemsappropriate.

(6) A person opening a branch office where theclass of business for which the person is registeredunder section 51(1) is intended to be conducted, shallapply to the Commission for registration of the branchoffice in the prescribed form and shall pay theprescribed fee and the Commission may grant suchapplication subject to such conditions as it considersappropriate.

57. (1) The Commission may, where it considers it tobe in the public interest, issue a warning, privatereprimand or public censure or may suspend theregistration of a registrant under section 51(1), (2) or(5) if—

(a) such registrant ceases to carry on thebusiness of a registrant;

(b) such registrant had obtained registrationunder this Act or the former Act by theconcealment or misrepresentation of anyfact which is, in the opinion of theCommission, material to the application forregistration or to the suitability of theregistrant to be registered;

(c) the registration of such registrant underthis Act or the former Act has been made bymistake, however such mistake arose;

Suspension ofregistration, warning,censure


(d) such registrant has defaulted in thepayment of any monies due to aself-regulatory organization or to theCommission;

(e) in the case of a registrant that is not anindividual, a levy of execution in respect ofsuch person has not been satisfied;

(f) in the case of a registrant that is not anindividual, such registrant fails to maintainthe prescribed level of capitalization;

(g) such registrant is charged or convicted of anoffence involving fraud or dishonestywhether in Trinidad and Tobago orelsewhere;

(h) such registrant contravenes, or fails tocomply with, any term, condition orrestriction applicable in respect of hisregistration, or with a provision of this Act;

(i) in the case of a registrant that is not anindividual, such registrant fails adequatelyto supervise or to conduct the activities ofany other person acting for, or on behalf of,such registrant;

(j) such registrant is prosecuted for breach ofthis Act, the Proceeds of Crime Act, anyother written law in relation to theprevention of money laundering andcombating the financing of terrorism or anyother written law which may beadministered or supervised by theCommission which may be in force fromtime to time;

(k) such registrant ceases to meet aregistration requirement, or a term orcondition of registration, applicable to suchperson; or

(l) such registrant is guilty of misconduct or isno longer fit and proper for registration.


(2) In considering at any time whether aregistrant registered under section 51(1), (2) or (5) isno longer fit and proper for registration undersection 57(1)(l), the Commission shall consider thefinancial condition, proficiency, integrity, and compe-tency of the registrant and any additional requirementsas may be prescribed.

(3) In this section, “misconduct” means—(a) a contravention of any provision of the Act;(b) a contravention of the terms and conditions

of any registration or licence; or(c) any act or omission relating to carrying on

the business requiring registration which inthe opinion of the Commission, is or islikely to be prejudicial to the interest of theinvesting public or to the public interest.

(4) Subject to subsection (5), the Commissionshall not suspend the registration of a registrant underthis section without giving the registrant anopportunity to be heard.

(5) Notwithstanding subsection (4), theCommission may suspend the registration of aregistrant for a period of thirty days where it considersthat immediate suspension is in the public interest orthat any delay may be prejudicial to the public interest.

(6) Where the registration of a registrant issuspended under subsection (1)(g) or (j), theCommission may suspend the registration from thedate of the institution of such prosecution or at any timethereafter, but such suspension shall automaticallycease upon the dismissal of the charge or the withdrawalthereof or, if there is more than one charge, upon thedismissal or withdrawal of all the charges.

(7) The Commission may, where it considers it tobe in the public interest, rescind any suspension it hasmade of the registration of a registrant under thissection, whether on its own determination or onapplication by a registrant.


(8) Where the Commission has suspended theregistration of any registrant registered undersection 51(1), (2) or (5), or the registration otherwiseexpires, that registrant shall forthwith cease activitiesin the area of activity for which he was registered, andany licence issued by a self-regulatory organization ormembership in any such self-regulatory organizationshall forthwith be suspended.

(9) Where a suspension of the registration of anyregistrant under section 51(1), (2) or (5) is rescinded bythe Commission for any reason, the registration of suchregistrant and any licence issued by a self-regulatoryorganization or membership in any such self-regulatoryorganization held by the registrant, shall be reinstatedsubject to such terms and conditions as the Commissionmay require.

58. (1) The Commission may, where it considers it tobe in the public interest, revoke the registration ofa registrant registered under section 51(1), (2) or (5)for any reason set out in section 57 other thansection 57(1)(g), (j) or (k).

(2) Where the Commission has suspended theregistration of a registrant for a reason set out insection 57(1)(g), (j) or (k), the Commission may revokethe registration of such registrant if the registrant—

(a) has been convicted by a court for an offenceinvolving fraud or dishonesty, whether inTrinidad and Tobago or elsewhere;

(b) has been convicted by a court for acontravention of the Proceeds of Crime Act,any other written law in relation to theprevention of money laundering andcombating the financing of terrorism or anyother written law which may beadministered or supervised by theCommission which may be in force fromtime to time; or

(c) has breached this Act.(3) The Commission shall not revoke the

registration of a registrant under this section withoutgiving the registrant an opportunity to be heard.

Revocation of registration


(4) The Commission shall not revoke theregistration of a registrant unless it is satisfied that thefinancial obligations of the registrant to the clients ofsuch registrant have been discharged to the extentpossible.

(5) Where the Commission has revoked theregistration of any registrant, that registrant shallforthwith cease activities in the area of activity forwhich such registrant was registered, and any licenceissued by a self-regulatory organization or membershipin any such self-regulatory organization shall forthwithbecome invalid.

59. On application by a registrant registered undersection 51(1), (2) or (5), the Commission may accept,subject to such terms and conditions as it may impose,the voluntary surrender of the registration of theregistrant if the Commission is satisfied that thefinancial obligations of the registrant to the clients ofsuch registrant have been discharged and the surrenderof the registration would not be prejudicial to the publicinterest.

60. (1) A person who makes a misrepresentation inany filing, application, notification, or other documentrequired to be filed, delivered or notified to theCommission under this Part commits an offence and isliable on conviction on indictment to a fine of onemillion dollars and to imprisonment for three years.

(2) A person who contravenes section 51(1) or (2)commits an offence and is liable on conviction onindictment to a fine of two million dollars and toimprisonment for five years.

61. (1) A person, who is not a reporting issuer, andwho proposes to make a distribution shall first apply tothe Commission to be registered as a reporting issuer byfiling a registration statement in the prescribed formand paying the prescribed fee.

(2) A reporting issuer shall update itsregistration statement annually and shall for thatpurpose file a revised registration statement in the

Offence

Registrationof reporting issuers

Surrender of registration


prescribed form, within fourteen days of the end of itsfinancial year and pay the prescribed fee.

(3) This section shall not apply to any issuerwhich is a government entity, international agency orsuch other person as may be prescribed.

(4) Subsection (1) shall not apply to—(a) a limited offering provided that the issuer

files a post distribution statement inaccordance with section 84; or

(b) a limited offering made to a person who—(i) is a senior officer or partner of the

issuer; (ii) is directly involved in the business of

the issuer; (iii) is an associate or relative of the

issuer; (iv) is a shareholder of the issuer; or(v) meets such other conditions as may

be prescribed. (5) Notwithstanding subsection (4), the

Commission may determine that it is in the publicinterest that the requirements of subsection (1) be metby the issuer.

62. (1) No security shall be distributed or listed withany self-regulatory organization unless it is registeredwith the Commission.

(2) An application for registration of a securitymay be made by filing a distribution statement with theCommission in the prescribed form signed—

(a) by the chief executive officer or other dulyauthorized senior officer of the issuer and atleast two members of the board of directorsof the issuer; or

(b) in the case of a government entity orinternational agency, by the underwriter ordesignated agent.

Registration of securities


(3) Signatures appearing on the distributionstatement shall be presumed to have been affixed tothat statement by authority of the person whosesignature is so affixed unless the contrary is proven.

(4) A distribution statement shall be deemedeffective only as to the securities specified thereinproposed to be offered or as otherwise prescribed.

(5) At the time of filing a distribution statementpursuant to subsection (2), the applicant shall pay to theCommission such fees as may be prescribed.

(6) The information contained in or filed with anydistribution statement shall be made available to thepublic in such manner as may be prescribed.

(7) The effective date of a distribution statementshall be determined by the Commission.

(8) Securities which were registered under theformer Act and outstanding immediately before thecoming into force of this Act, shall be deemed to beregistered under this Act.

(9) Subsection (1) shall not apply to—(a) a limited offering provided that the issuer

files a post distribution statement inaccordance with section 84; or

(b) a limited offering made to a person who—(i) is a senior officer or partner of the

issuer; (ii) is directly involved in the business of

the issuer; (iii) is an associate or relative of the

issuer; (iv) is a shareholder of the issuer; or(v) meets such other conditions as may

be prescribed.(10) Notwithstanding subsection (9), the

Commission may determine that it is in the publicinterest that the requirements of subsection (1) be metby the issuer.


PART VDISCLOSURE OBLIGATIONS OF

REPORTING ISSUERS

63. A reporting issuer shall, within the prescribedperiod, after the end of its financial year—

(a) file with the Commission, a copy of itsannual report containing the prescribedinformation; and

(b) send the annual report to each holder of itssecurities, other than debt securities,addressed to the latest address as shown onthe securities register of the reportingissuer.

64. (1) Subject to subsection (2), where a materialchange occurs in the affairs of a reporting issuer, thereporting issuer shall—

(a) within three days of the occurrence of thematerial change, file with the Commissionthe prescribed report disclosing the natureand substance of the material change, thecontents of which shall be certified by asenior officer;

(b) forthwith, and in any event within sevendays of the occurrence of the materialchange, publish a notice in two dailynewspapers of general circulation inTrinidad and Tobago or as otherwiseprescribed and such notice shall beauthorized by a senior officer and shalldisclose the nature and substance of thematerial change; and

(c) within seven days of the occurrence of thematerial change file a copy of the noticepublished in subsection (1) with theCommission.


Annual reports

Timely disclosure ofmaterial changes

(2) Subject to subsection (3), subsection (1) shallnot apply where the reporting issuer is of the opinionthat—

(a) the disclosure required by subsection (1)would be unduly detrimental to itsinterests; or

(b) the disclosure required by subsection (1)would be unwarranted,

and the reporting issuer shall forthwith but in any eventno later than three days after the occurrence of thematerial change advise the Commission in writing ofthe material change and of the reasons why it is of theopinion that there should not be a notice ascontemplated in subsection (1)(a).

(3) Where the Commission is of the opinion thatthe disclosure of the material change would not beunduly detrimental to the interests of a reportingissuer, it may, after giving the reporting issuer anopportunity to be heard—

(a) require disclosure to the public of thematerial change in accordance withsubsection (1); or

(b) permit non-disclosure of the materialchange by the reporting issuer until suchtime as the Commission may order.

65. (1) Every reporting issuer shall within theprescribed time prepare and file with the Commissionannually comparative financial statements relatingseparately to—

(a) the period that commenced on the date ofincorporation or organization and ended asof the close of the first financial year or, ifthe reporting issuer has completed afinancial year, the last financial year; and

(b) the period covered by the financial yearimmediately preceding the last financialyear, if any, made up and certified as


Annual financialstatements

prescribed and prepared in accordance withfinancial reporting standards.

(2) Every financial statement referred to insubsection (1) shall be accompanied by a report of theauditor.

(3) The Commission may, where the report of theauditor required by subsection (2) is qualified in anyrespect, take any action that it deems necessary untilthe matters giving rise to the qualified audit report areresolved.

(4) The auditor shall, where he in the course ofperforming the duties required by subsection (2) is ofthe opinion that a matter could give rise to aqualification in the audit report on the financialstatements, provide notice to the Commissionimmediately and deliver a copy of the notice promptly tothe reporting issuer.

(5) The notice required by subsection (4) shallcontain complete details about the circumstances givingrise to the notice.

(6) No person shall be appointed to act as theauditor of a reporting issuer unless such person is amember in good standing of ICATT and meets any otherrequirements as may be prescribed.

(7) The board of directors of a reporting issuershall have an audit committee composed of not less thanthree directors of the reporting issuer, a majority ofwhom are not employees of the reporting issuer or anyof its affiliates.

66. (1) Every reporting issuer shall prepare and filewith the Commission interim financial statementswithin sixty days of the end of the interim period towhich they relate or within such other period as may beprescribed—

(a) where the reporting issuer has notcompleted its first financial year, for theperiods commencing with the beginning of


Interim financialstatements

that year and ending three, six and ninemonths respectively, after the beginning ofthat year, but no interim financialstatement is required to be filed for a periodthat is less than three months; and

(b) where the reporting issuer has completedits first financial year, for the periodscommencing with the beginning of thecurrent financial year and ending three, sixand nine months respectively, after thebeginning of that year, including acomparative statement to the end of each ofthe corresponding periods in the previousfinancial year,

prepared in accordance with financial reportingstandards and certified as prescribed for each interimperiod of each financial year beginning on, or after thecoming into force of this Act.

(2) An interim financial statement prepared andfiled under subsection (1) need not include an auditor’sreport, but if an auditor has been associated with thatstatement, his audit report or his comments on theunaudited financial information shall accompany thefinancial statement.

67. (1) Subject to subsection (2), every financialstatement required to be prepared and filed with theCommission pursuant to section 65 or 66, shall beconcurrently sent by the reporting issuer to each holderof its securities, other than debt securities, to theaddress as shown on the securities register of thereporting issuer at the time such financial statementsare filed with the Commission.

(2) A reporting issuer satisfies the obligationunder this Part with respect to the sending and deliveryof any document, report or statement to its securityholders by—

(a) sending the document, report or statementto its security holders by—

(i) way of compact disc or other externalmemory device addressed to the


Filing and deliveryof financialstatements

latest address as shown on thesecurities register; or

(ii) electronic mail,where the security holder has given writtenconsent for delivery in such a format andthe reporting issuer posts the document,report or statement on its website;

(b) publishing the document, report orstatement in two daily newspapers ofgeneral circulation in Trinidad and Tobago;

(c) posting the document, report or statementon the website of the reporting issuer andissuing a press release to be approved bythe Commission, notifying the securityholders about the availability of suchdocument, report or statement; or

(d) making the document, report or statementavailable in such other manner as may beprescribed.

(3) Notwithstanding subsection (2), a securityholder to whom the subsection applies may make awritten request for a hard copy of any document, reportor statements and the reporting issuer shall, as soon aspracticable, send such document, report or statementsaddressed to the latest address as shown on thesecurities register of the reporting issuer.

68. (1) A reporting issuer shall, concurrently with thegiving of notice of a meeting of its security holders, senda prescribed form of proxy to each holder of votingsecurities entitled to receive notice of the meeting, to theaddress as shown on the securities register of thereporting issuer.

(2) A person shall not solicit proxies undersubsection (1) unless concurrently with the solicitation,there is sent to—

(a) each security holder whose proxy issolicited a proxy circular in the prescribedform, either as an appendix to, or as a


Proxysolicitation

separate document accompanying thenotice of the meeting, when the solicitationis, by or on behalf of the management of thereporting issuer; and

(b) each security holder whose proxy issolicited and to the reporting issuer adissident’s proxy circular in the prescribedform stating the purpose of the solicitationwhen the solicitation is not by, or on behalfof the management of the reporting issuer.

(3) A person who sends a proxy circular ordissident’s proxy circular shall forthwith file with theCommission a copy of the circular and the form of proxy.

(4) This section shall not apply where a reportingissuer is complying with—

(a) comparable requirements of the CompaniesAct; or

(b) the requirements of any designated foreignjurisdiction.

(5) In this section, “solicit” means—(a) a request for a proxy, whether or not

accompanied by, or included in a form ofproxy;

(b) a request to execute or not to execute a formof proxy or to revoke a proxy;

(c) the sending of a form of proxy or othercommunications to a security holder undercircumstances reasonably calculated toresult in the procurement, withholding orrevocation of a proxy; and

(d) the sending of a form of proxy to a securityholder under subsection (1),

but does not include—(e) the sending of a form of proxy in response to

an unsolicited request made by, or on behalfof a security holder;

Chap. 81:01


(f) the performance of administrative acts orprofessional services on behalf of a personrequesting a proxy;

(g) the sending by a broker-dealer ofdocuments to a beneficial owner;

(h) the request by a person in respect ofsecurities of which he is the beneficialowner; or

(i) publicly announcing, by a security holder,how the security holder intends to vote andthe reasons for that decision, and thatpublic announcement is made by—

(i) a speech in a public forum; or

(ii) a press release, an opinion, astatement or an advertisementprovided through a broadcastmedium or by a telephonic, electronicor other communication facility,or appearing in a newspaper,a magazine or other publicationgenerally available to the public.

69. (1) A reporting issuer that is an approved foreignissuer is exempt from the requirements of this Part,where the reporting issuer—

(a) has a market capitalization, calculated inthe prescribed manner, of no less than theprescribed amount on the date it became areporting issuer under the Act;

(b) complies in all respects with the foreigndisclosure requirements of a designatedforeign jurisdiction regarding—

(i) the disclosure of material changes ona timely basis;


Exemptions forcertain foreign issuers

(ii) the preparation, filing and deliveryof annual comparative financialstatements and an auditor’s reportthereon;

(iii) the preparation, filing and delivery ofinterim financial statements; and

(iv) the preparation, filing and delivery ofan annual report, a managementdiscussion and analysis or othersimilar document on the reportingissuer’s annual comparative financialstatements;

(c) files with the Commission all suchdocuments which it files with the securitiesregulatory authority in a designated foreignjurisdiction where it is registered in respectof the items described in subsection (1)(b) assoon as possible but in any event withinseven days after such filing is required to bemade with the foreign regulatoryauthority; and

(d) delivers to each security holder, resident inTrinidad and Tobago, at the address shownon the securities register of the reportingissuer, the documents that such securityholder would be entitled to receive underthe securities laws of the designated foreignjurisdiction if such security holder wereresident in that jurisdiction and suchdocuments shall be sent within seven daysafter such documents would be required tobe sent to the security holder if suchsecurity holder were resident in thatjurisdiction.

(2) Subsection (1) is not available to an approvedforeign issuer if, as at the end of the last financial year


of the approved foreign issuer, the number of votingsecurities of the issuer held beneficially and of record,directly or indirectly, by residents of Trinidad andTobago exceeded twenty per cent of the number ofvoting securities outstanding of the issuer on such dateor such other per cent as may be prescribed.

(3) A reporting issuer which is an approvedforeign issuer shall certify annually to the Commissionin writing, concurrently with the filing of its annualcomparative financial statements, that it is an approvedforeign issuer and is permitted to rely on the exemptionprovided by this section.

70. (1) Subject to subsection (2), a reporting issuerwho—

(a) contravenes this Part; or(b) makes a misrepresentation in any

document required to be filed with theCommission or delivered to security holdersunder this Part,

commits an offence and is liable on convictionon indictment to a fine of one million dollars and toimprisonment for three years.

(2) Where a reporting issuer is convicted of anoffence under subsection (1), each senior officer of thereporting issuer, who knowingly or recklesslyauthorized, permitted or acquiesced in the offence isalso liable on conviction on indictment for such offenceto a fine of five hundred thousand dollars and toimprisonment for two years.

(3) Notwithstanding subsection (2), the defenceavailable to a senior officer under section 165(3) is alsoavailable to a senior officer in respect of this section.

(4) Where a senior officer is convicted of anoffence under subsection (2), the Commission mayorder, if it is in the public interest, and in addition toany other order that the Commission may make, thatthe senior officer be prohibited from being a seniorofficer of a registrant or self-regulatory organization fora period not exceeding five years.


Offence

71. (1) The Commission may on its own motion or onapplication by a reporting issuer, make an orderdeclaring, subject to such conditions as it considersappropriate, that the issuer is no longer a reportingissuer.

(2) Where a reporting issuer fails to file a reportor statement required to be filed under this Part formore than six months following the prescribed date bywhich the report or statement is required to be filed, theCommission may impose such conditions on a reportingissuer as it sees fit including suspension and cessationof trading until such time as the outstanding report orstatement is filed.

PART VIDISTRIBUTION

72. (1) For the purpose of this Part, an advertisementsolicits the purchase or sale of securities if—

(a) it invites a person to enter into anagreement for, or with a view to subscribingfor, or otherwise acquiring or underwritingany securities; or

(b) it contains information reasonablycalculated to lead, directly or indirectly, to aperson entering into such an agreement.

(2) In this Part—“accredited investor” means—

(a) a person who has accessto substantially the sameinformation concerning the issuerthat is required in a prospectusunder this Part;

(b) a senior officer of the issuer, or aspouse of any such person;

(c) a bank, insurance company, loanor trust company incorporated,governed, or regulated under thelaws of Trinidad and Tobago;

(d) a registrant under section 51(1),(2) or (5);


Ceasing to be a reporting issuer

Definition andconstruction

(e) a government entity, internationalagency or any foreign government;

(f) an individual who has netfinancial assets of no less than fivemillion dollars or such higheramount as may be prescribed;

(g) any person other than anindividual, including a collectiveinvestment scheme, that has netfinancial assets of no less than tenmillion dollars or such higheramount as may be prescribed;

(h) any person outside of Trinidad andTobago that is analogous topersons referred to in paragraphs(c), (d), (f) and (g); or

(i) a person who meets such otherrequirements as may beprescribed;

“financial assets” means cash, securities, orany contract of insurance, or deposit orevidence thereof that is not a security forpurposes of the Act;

“offer to sell” includes an attempt or offer todispose of, or a solicitation of an offer tobuy, a security.

73. (1) Subject to section 79, no person shall trade ina security that would be required to be registeredpursuant to section 62(1), unless a prospectus has beenfiled with the Commission with the prescribed fee and areceipt therefor has been issued by the Commission.

(2) Notwithstanding subsection (1), no personshall trade in an asset-backed security where such tradewould be a distribution, except under an exemptionprovided for in section 79, unless such security hasreceived an approved rating.


Prospectusrequired

74. A person shall not solicit the purchase or sale of asecurity by way of advertisement in connection with adistribution of a security, unless a receipt has beenissued by the Commission under this Act for aprospectus offering the security and theadvertisement—

(a) identifies the security distributed;(b) states that a receipt has been issued;(c) identifies a person from whom a document

specified in paragraph (a) may be obtained,and identifies a person through whomorders will be executed; and

(d) contains any other prescribed information.75. (1) An issuer, or a registrant under section 51(1)

acting as agent for the issuer, who receives anexpression of interest, order or subscription for asecurity offered in a distribution, shall send or deliver tosuch person a prospectus, or amended prospectus, as thecase may be, within two business days after theexpression of interest, order or subscription is received.

(2) An agreement of purchase and sale is notbinding on a purchaser if the issuer or the registrantunder section 51(1) acting as agent for the issuer,receives not later than two business days after the daythe purchaser received a prospectus or an amendedprospectus under subsection (1), written notice that thepurchaser intends not to be bound by the agreement.

(3) A person who files a prospectus with theCommission pursuant to section 73, during the period ofdistribution determined in accordance with section 83,shall furnish to a registrant under sections 51(1), (2),and (5) a reasonable number of copies of the prospectusupon request and without charge.

(4) For the purposes of this section, the receipt ofa prospectus by a person who acts solely as agent of thepurchaser with respect to the purchase of a security


Advertising

Delivery of prospectus

referred to in subsection (1), is deemed to be a receipt bythe principal purchaser as of the date on which theagent received the prospectus.

76. (1) A prospectus shall contain full and truedisclosure in plain language of all material factsconcerning the issuer and the securities to bedistributed, and shall comply with the prescribedrequirements.

(2) In addition to subsection (1), a prospectusdistributing securities of a collective investment schemeshall comply with such additional requirements as maybe prescribed.

77. (1) Where a prospectus has been filed with theCommission under section 73 in respect of any proposeddistribution of securities and at any time during whichan agreement in respect of those securities can beentered into in pursuance of that offer, or during theperiod of distribution thereunder—

(a) there is a material change; or(b) a material fact occurs,

the inclusion of information in respect of which wouldhave been required to be included in the prospectus if ithad arisen when the prospectus was prepared, theissuer shall file with the Commission an amendedprospectus containing particulars of that materialchange or material fact as the case may be, togetherwith the prescribed fee and every prospectus thereaftersent or delivered to any person shall include suchamended prospectus.

(2) Where an amended prospectus is required tobe prepared and filed with the Commission undersubsection (1), the distribution of securities under theprospectus shall cease until such time as theCommission has issued a receipt for the amendedprospectus.

(3) Subject to section 75(2), an issuer, or aregistrant under section 51(1) acting as agent for theissuer, who sends a prospectus to a purchaser under


Contents of prospectus

Amended prospectus

section 75(1) shall send to each such purchaser anamended prospectus forthwith after a receipt is issuedby the Commission in respect of such amendedprospectus.

78. (1) A receipt shall not be issued by theCommission for a prospectus that includes a report,opinion, valuation or statement purporting to be madeby an expert unless—

(a) that expert has given, and has not beforedelivery of a copy of the prospectus iswithdrawn, his written consent to theinclusion of the statement in the form andcontext in which it is included in theprospectus; and

(b) there appears in the prospectus a statementthat the expert has given and has notwithdrawn his consent.

(2) The written consent of an expert undersubsection (1) shall be filed in the prescribed manner.

79. (1) Subject to subsection (2), section 73 does notapply to a distribution—

(a) by an issuer where the purchaser is anaffiliate of the issuer acting as principal;

(b) by an issuer of a security that is distributedto holders of its securities as a dividend or adistribution out of earnings, surplus, capitalor other sources;

(c) by an issuer of a security to holders of itssecurities incidental to a reorganization orwinding up or to a distribution of its assetsfor the purpose of winding up its affairs;

(d) by an issuer of a security pursuant to theexercise of a right to acquire a security ofits own issue, which right was previously

Expert’s consent

Exemptions


granted by the issuer, if no commission orother remuneration is paid or given inrespect of the distribution except foradministrative or professional services orfor services, other than the solicitation ofinvestors, performed by a registrant;

(e) by an issuer of a right, transferable orotherwise, granted by it to holders of itssecurities to purchase additional securitiesof its own issue, and of securities pursuantto the exercise of such a right if the issuer—

(i) files with the Commission a noticethat is to be sent to its securityholders and the Commission does notinform the issuer in writing withinten days of the filing that it objects tothe distribution; and

(ii) sends to its security holders anyinformation relating to the securitiesthat is satisfactory to theCommission;

(f) by an issuer of a security that is exchangedby or for the account of the issuer withanother issuer or the security holders ofanother issuer pursuant to—

(i) a statutory amalgamation orarrangement; or

(ii) a statutory procedure by which oneissuer takes title to the assets ofanother issuer that loses its existenceby operation of law or by which theexisting issuers merge into a newissuer;

(g) by an issuer pursuant to a take-over bid;


(h) by an issuer of securities of its own issue orthat of an affiliate to its senior officers oremployees, or senior officers or employees ofan affiliate, if—

(i) in the case of employees, theemployees are not inducedto purchase the securities byexpectation of employment orcontinued employment with theissuer; and

(ii) no commission or other remunerationis paid or given in respect of thedistribution except for professionalservices or for services other than thesolicitation of employees, performedby an issuer;

(i) where the Commission makes an orderdeclaring that the cost of providinga prospectus outweighs the resultingprotection to investors, but in suchcircumstances the Commission may makethe order subject to any conditions itconsiders appropriate;

(j) of securities issued or guaranteed by agovernment entity, a government of adesignated foreign jurisdiction or aninternational agency;

(k) by a person declared an exempt purchaserby order of the Commission who purchasesas principal or as trustee for accounts fullymanaged by it;

(l) by a reporting issuer to fewer than fiftyaccredited investors where—

(i) the distribution is not accompaniedby an advertisement other than an


announcement, on prescribed terms,of its completion;

(ii) no selling or promotional expensesare paid in connection with the tradeexcept for professional services orservices performed by a registrantunder section 51(1); and

(iii) where the accredited investor is anindividual, other than an individualdescribed in paragraph (b) or (d) ofthe definition of accredited investor,the individual has obtainedinvestment advice in respect of thedistribution from—

(A) a registrant under section 51(1),(2) or (5); or

(B) any prescribed person,who receives no remuneration from theissuer or selling security holder in connec-tion with the distribution;

(m) in a limited offering; or(n) in such other circumstances as may be

prescribed.(2) An asset-backed security may only be

distributed pursuant to an exemption in subsection (1)where a risk disclosure statement in the prescribed formhas been delivered to each purchaser of theasset-backed security.

(3) The certificate for any security distributedunder an exemption in subsection (1)(a), (k), (l) or (m)shall contain a legend in the prescribed form.

(4) Subject to subsection (6), section 73 does notapply to a distribution by a person within the meaningof paragraph (d) of the definition of distribution if thedistribution is a trading transaction.


(5) For purposes of subsections (4) and (6), adistribution is a trading transaction where—

(a) the distribution is conducted by, or througha registrant under section 51(1);

(b) the issuer of the security being distributedhas been a reporting issuer for at leasttwelve months immediately preceding thedate of commencement of the distribution;

(c) no selling or promotional expenses areincurred in connection with the distributionexcept for services customarily performedby a registrant under section 51(1);

(d) the distribution takes place through thefacilities of a securities exchange;

(e) at the time of the distribution, the sellingsecurity holder does not have knowledge orpossession of any material non-publicinformation in respect of the reportingissuer;

(f) if the securities being distributed have beenacquired by the selling security holderunder a prospectus exemption, at least sixmonths have elapsed from the date of theinitial exempt distribution; and

(g) notice of the intention to distributesecurities in a trading transaction ispublished by a notice in two dailynewspapers of general circulation inTrinidad and Tobago and filed with theCommission no less than three and no morethan ten business days prior to the first saleby the selling security holder.


(6) Subsection (4) is not available in adistribution that is a trading transaction unless—

(a) the first sale takes place no less than threebusiness days and no more than tenbusiness days after the date of issuance ofthe notice required by subsection (5)(g); and

(b) the final sale takes place no later than thesixtieth day after the date of issuance of thenotice required by subsection (5)(g).

80. (1) In connection with a distribution of securities,an issuer that is an approved foreign issuer may satisfythe requirements of sections 73, 75, 76, 77 and 78 of thisPart by—

(a) filing with the Commission—

(i) a certificate in the prescribed formsigned by a senior officer of the issuercertifying that it is an approvedforeign issuer;

(ii) a copy of the receipt or other evidencethat the prospectus or offeringdocument to be used in connectionwith a distribution of securities hasbecome final for purposes of adistribution of securities in adesignated foreign jurisdiction;

(iii) a copy of all documents incorporatedor deemed incorporated by referencein the prospectus or offeringdocument;

(iv) a copy of all reports or valuationsfiled in the designated foreignjurisdiction in connection with thedistribution;


Exemptions forapproved foreignissuers

(v) a form of submission to jurisdictionand appointment of agent for serviceof process of the issuer in theprescribed form; and

(vi) a copy of the prospectus or offeringdocument, and each supplement oramendment thereto, including acertificate of a senior officer of theissuer certifying that the prospectusor offering document constitutes fulland true disclosure in plain languageof all material facts relating to theissuer and the securities beingdistributed; and

(b) delivering to each purchaser in Trinidadand Tobago—

(i) the offering document or prospectus,and each supplement or amendmentthereto; and

(ii) an addendum to the offeringdocument or prospectus containingthe prescribed information.

(2) Subsection (1) does not apply to an approvedforeign issuer where—

(a) following the distribution, the number ofvoting securities of the issuer held,beneficially and of record, directly orindirectly, by residents of Trinidad andTobago would exceed twenty per cent in theaggregate of the total number of votingsecurities outstanding of the issuer;

(b) the approved foreign issuer is a collectiveinvestment scheme;

(c) the approved foreign issuer has a marketcapitalization of less than the amount as


prescribed on the date the documentsrequired to be filed under subsection (1) arefiled with the Commission; or

(d) the documents required to be filed by theissuer under subsection (1) are not filed inEnglish.

(3) Subject to subsection (2), where an approvedforeign issuer files with the Commission the documentsand material required under subsection (1), theCommission shall issue a receipt for such prospectus oroffering document unless the Commission determines itis not in the public interest to do so.

81. (1) The first trade in securities previouslyacquired pursuant to an exemption contained inparagraph (a), (d), (k), (l) or (m) of section 79(1), otherthan a further trade exempted by this Act, is deemed tobe a distribution, unless—

(a) the issuer whose securities are being tradedis and has been a reporting issuer for thetwelve months immediately preceding thedate of the trade;

(b) the trade is not a distribution within themeaning of paragraph (d) of the definitionof distribution;

(c) no unusual effort is made to prepare themarket or to create a demand for thesecurities that are the subject of the trade;

(d) no extraordinary commission orconsideration is paid to a person in respectof the trade;

(e) if the seller is a person connected to areporting issuer within the meaning ofPart IX, such seller has no reasonablegrounds to believe that such issuer is indefault under the Act; and

(f) at least six months have elapsed from thedate of the initial distribution with theexception of securities previously acquiredpursuant to an exemption contained insection 79(1)(d).


Resale restrictions

(2) A person who purchases a security pursuantto an exemption from the prospectus requirement ofsection 73(1), that is available under this Act at a timewhen the condition set forth in subsection (1)(f) has notbeen satisfied, shall be in the same position as theseller for the remainder of the period specified insubsection (1)(f).

(3) Where a security of an issuer is distributed onconversion or exchange of another security of the sameissuer at a time when the condition set forth insubsection (1)(f) has not been satisfied in respect of theconvertible or exchangeable security, a person whotakes such security distributed on conversion orexchange shall be in the same position for theremainder of the period specified in subsection (1)(f) asif such conversion or exchange had not occurred.

82. (1) Subject to subsections (2), (3) and (4), theCommission shall issue a receipt for a prospectuswithin a reasonable time after the date of the filing ofthe prospectus.

(2) The Commission shall refuse to issue a receiptfor a prospectus if—

(a) the prospectus or any document filedtherewith—

(i) contains a misrepresentation;(ii) contains any statement, promise,

estimate or forecast that ismisleading, false or deceptive;

(iii) fails to disclose any material factwhich may be required under thisAct; or

(iv) fails to comply with any requirementof this Act;

(b) the distribution in connection with which itis filed is deceptive;

(c) an extraordinary commission orconsideration has been or is intended to be


Receipt for prospectus

given for promotional purposes or for theacquisition of the security;

(d) in the opinion of the Commission, the pastconduct of-

(i) the issuer;

(ii) any senior officer of the issuer;

(iii) the promoter of the distribution;

(iv) a person holding securities sufficientto materially affect the control of theissuer; or

(v) any other person who exercises or isreasonably considered by theCommission likely to exerciseinfluence over its management orpolicies,

suggests that the business or affairs of theissuer are likely to be conducted in amanner that is not honest or financiallyresponsible or that may be unfair to holdersof its securities;

(e) the proceeds that the issuer will receivefrom the distribution, together with itsother resources, are not sufficient toaccomplish the purpose of the distributionstated in the prospectus;

(f) an expert who has prepared or certified apart of the prospectus or report used inconnection with it, or who has filed aconsent with the Commission, is notacceptable to the Commission;

(g) the issuer is in default in filing or deliveringany document with the Commissionrequired under this Act or under any otherwritten law by or under which it isincorporated or organized;


(h) a broker-dealer, underwriter or investmentadviser named in the prospectus is notregistered under section 51(1) or authorizedto perform equivalent functions under thelaws of a designated foreign jurisdiction;

(i) where a minimum amount of funds isrequired by an issuer, the prospectus doesnot indicate that the distribution will ceaseif the minimum amount of funds is notsubscribed within ninety days of thecommencement of the distribution; or

(j) the Commission considers that thedistribution would be prejudicial to thepublic interest.

(3) The Commission shall not refuse to issue areceipt for a prospectus without giving the person whofiled the prospectus an opportunity to be heard.

(4) The Commission may, in connection with theissuance of a receipt for a prospectus, impose anycondition which in the opinion of the Commission isnecessary for the protection of investors including acondition that—

(a) outstanding securities of the issuer be heldin escrow upon such terms as theCommission may specify;

(b) the proceeds of a distribution which arepayable to the issuer be held in trust untilsuch amounts, as may be specified by theCommission, are to be released to theissuer; and

(c) no sales pursuant to the distribution maybe completed before such time as may bespecified by the Commission.

83. (1) For the purposes of this Part, a distributioncommences on the date on which a receipt for aprospectus is issued by the Commission.


Commencement andcessation of distribution

(2) Where in the first ninety days following thecommencement of a distribution, less than twenty-fiveper cent of the securities proposed to be distributed andsold under the prospectus are actually sold and paid for,the distribution shall cease and the funds shall bereturned to subscribers until such time as a newprospectus is filed and a receipt therefor issued by theCommission.

(3) Where a minimum amount of funds isrequired by an issuer, and such minimum amount offunds is not raised by the issuer in the first ninety daysfollowing the commencement of the distribution, thedistribution shall cease and the funds shall be returnedto subscribers until such time as a new prospectus isfiled and a receipt therefor issued by the Commission.

(4) Subject to subsection (5), a distribution shallnot continue longer than one year and twenty days fromthe date of the receipt for the prospectus relating to itunless the Commission issues a new receipt for acurrent prospectus in which case the period runs fromthe date of the latter receipt.

(5) The Commission may order that the periodspecified in subsection (4) be reduced to not less than sixmonths.

(6) Subsections (2), (3) and (4) do not apply to adistribution of securities by a collective investmentscheme.

84. (1) A person who distributes a security, otherthan a security which is issued by a collectiveinvestment scheme—

(a) under a prospectus which has been filedwith the Commission and receipt obtainedtherefor under this Act; or

(b) pursuant to an exemption from therequirement to file a prospectus with theCommission,


Post-distribution statement

shall within ten days of the completion ofthe distribution, file a post-distribution statement inrespect of the securities distributed with theCommission in the prescribed form.

(2) Where the period of distribution of securitiesexceeds ten days in length, an issuer shall comply withsubsection (1) within ten days of the first distribution ofsecurities thereunder, notwithstanding that suchdistribution may not be complete, and thereafter shallfile a post-distribution statement with the Commissionin respect of the remaining securities distributed withinten days of the completion of the distribution.

(3) A post-distribution statement shall be signedby three senior officers of the issuer at least two ofwhom shall be members of the board of directors of theissuer, or persons performing equivalent functions.

PART VII

MARKET CONDUCT AND REGULATION

Division 1—Stamp Duty

85. Notwithstanding the Stamp Duty Act, no stampduty shall be payable in respect of the transfer of anysecurity in accordance with the rules of governance ofany registered self-regulatory organization.

Division 2—Transactions conducted other thanthrough a Securities Exchange

86. Where a registrant under section 51(1)(a)participates in trades other than through the facilitiesof a securities exchange, such a registrant shall keep arecord of all trades executed by any person other thanthrough the facilities of a securities exchange and shallfile with the Commission a report of the trades in theprescribed form and within the prescribed period.


Exemption from stamp duty Chap. 76:01

Trades conductedother than through asecurities exchange

Division 3—Record-keeping and Compliance Reviews87. (1) Every market actor shall—

(a) make and keep such books, records andother documents in such form and for suchperiods as—

(i) are reasonably necessary in theconduct of its business andoperations, including documentationof compliance with this Act and theproper recording of its businesstransactions, financial affairs and thetransactions that it executes onbehalf of others;

(ii) are required by this Act; (iii) are required by the Proceeds of Crime

Act, any other written law in relationto the prevention of moneylaundering and combating thefinancing of terrorism or any otherwritten law that is administered orsupervised by the Commission, whichmay be in force from time to time; and

(iv) otherwise prescribed;(b) file with, or deliver to, the Commission any

prescribed document, instrument, writingor report; and

(c) make available to a person any reportreferred to in paragraph (b) upon request.

(2) Without limiting the generality ofsubsection (1), every self-regulatory organization that isa securities exchange shall keep a record as prescribedof the time at which each transaction on aself-regulatory organization took place and any otherprescribed information and shall supply to a client of amember of the self-regulatory organization, onproduction of a written confirmation of a transactionwith the member, particulars of the time at which the

Record-keeping


transaction took place and verification or otherwise ofthe matters set forth in the written confirmation.

(3) On the request of a person who produces awritten confirmation of a trade on his behalf through itsfacilities, a securities market shall furnish to him—

(a) forthwith, if the trade was executed withinthirty days of the request; and

(b) within a reasonable time, if the trade wasexecuted more than thirty days before therequest,

details of when the trade took place and of any othermatter contained in the confirmation of which thesecurities market acquired knowledge in the ordinarycourse of its business.

(4) Any book, record or other document requiredto be kept under this Act shall be kept for a period of atleast six years or as otherwise prescribed.

88. Every market actor shall deliver to theCommission at such time as the Commission or any dulyauthorized member, employee or agent of theCommission may request in the performance of its or hisfunctions under this Act—

(a) any of the books, records or documents thatare required to be kept by the market actorunder this Act or copies or extracts thereof;and

(b) any filings, reports or othercommunications made to any otherregulatory agency whether required underthis Act or any other written law or copiesor extracts thereof.

89. (1) In the performance of the functions of theCommission under this Act, the chief executive officer orany duly authorized employee or agent of the


Provision of information to theCommission

Compliance reviews

Commission so authorized in writing by the chiefexecutive officer, shall be permitted to review the books,records or documents that are required to be kept undersection 87 by a registrant or self-regulatoryorganization for the purpose of determining whether theprovisions of this Act, the Proceeds of Crime Act, anyother written law in relation to the prevention of moneylaundering and combating the financing of terrorism orany other written law that is administered orsupervised by the Commission are being complied with.

(2) A person conducting a compliance reviewunder this section shall, on production of hisauthorization, be permitted to—

(a) enter the business premises of anyregistrant or self-regulatory organizationduring normal business hours uponproviding reasonable written notice to suchregistrant or self-regulatory organization;

(b) inquire into and examine the books, recordsor documents of the registrant orself-regulatory organization that arerequired to be kept under section 87, andmake copies of, or take extracts from, thebooks, records or documents; or

(c) request any information or explanation ashe considers necessary for the dueperformance of his duties.

(3) References to books, records, or documents inthis section include all books of account, tangible orintangible securities or other instruments, cash or cashequivalents, vouchers, sales contracts, minutes ofmeetings or other records, accounts or data.

(4) The Commission may charge a fee asprescribed for a compliance review conducted under thissection.

(5) A statement made by a person in compliancewith a requirement imposed by virtue of this sectionshall not be used in evidence against him in criminalproceedings.


90. (1) Notwithstanding any other action or remedyavailable under this Act, if a compliance reviewconducted under section 89 or any other inspectionreveals that a registrant or self-regulatoryorganization—

(a) is committing, or is about to commit an actor is pursuing or is about to pursue anycourse of conduct, that is an unsafe orunsound practice in conducting thebusiness of securities;

(b) is committing, or is about to commit an act,or is pursuing or is about to pursue a courseof conduct, that may directly or indirectlybe prejudicial to the interest of investors;

(c) is contravening or is about to contraveneany of the provisions of this Act or By-lawsor Guidelines made thereunder or theProceeds of Crime Act, any other writtenlaw in relation to the prevention of moneylaundering and combating the financing ofterrorism or any other written law that isadministered or supervised by theCommission which may be in force fromtime to time; or

(d) has breached any requirement or failed tocomply with any measure imposed by theCommission in accordance with this Act orBy-laws or Guidelines made thereunder,

the chief executive officer, upon notifying the Chairman,may direct the registrant or self-regulatory organizationwithin such time as may be specified, to take all suchmeasures as he may consider necessary to remedy thesituation or minimize the prejudice.

(2) For the purposes of this section, “unsafe orunsound practices” includes without limitation, anyaction or lack of action that is contrary to generallyaccepted standards or prudent operation and behaviour,the possible consequences of which, if continued, would

Compliance directions


be a risk of loss or damage to a registrant orself-regulatory organization, its investors or the generalpublic.

(3) Subject to subsection (6), before a direction isissued, the person to whom the direction is to be issuedshall be served with a notice specifying—

(a) the facts of the matter; (b) the directions that are intended to be

issued; and (c) the time and place at which the person

served with the notice may makerepresentations to the chief executiveofficer.

(4) If the person served with the notice referred toin subsection (3) fails to attend at the time and placestipulated by the said notice, the chief executive officer,upon notifying the Chairman, may proceed to issuedirections in his absence.

(5) Where after considering the representationsmade in response to the notice referred to in subsection(3), the chief executive officer determines that thematters specified in the notice are established, the chiefexecutive officer, upon notifying the Chairman, mayproceed to issue directions to the person served with thenotice.

(6) Notwithstanding subsection (3), if in theopinion of the chief executive officer, the length of timerequired for the representations to be made might beprejudicial to investors or to the stability of thesecurities industry, the chief executive officer may, uponnotifying the Chairman, make an interim direction withrespect to the matters referred to in subsection (1)having effect for a period of not more than twentybusiness days.

(7) A direction made under subsection (6)continues to have effect after the expiration of thetwenty-day period referred to in that subsection if norepresentations are made to the chief executive officer


within that period, or if representations have beenmade, the chief executive officer notifies the person towhom the direction is issued that he is not satisfied thatthere are sufficient grounds for revoking the direction.

(8) A person who fails to take measures directedpursuant to subsection (1) commits an offence and isliable on conviction on indictment to a fine of fivehundred thousand dollars and to imprisonment for twoyears.

(9) All directions issued under this section shallbe referred to as “compliance directions”.

Division 4—Market Manipulation Offences91. (1) No person shall do anything, take part, carry

out, or cause anything to be done, whether directly orindirectly, in one or more related transactions, with theintention that or being reckless as to whether suchtransaction has or is likely to have the effect of creatinga false or misleading appearance of trading activity on asecurities market.

(2) No person shall do anything, take part in,carry out, or cause anything to be done, whetherdirectly or indirectly, in one or more relatedtransactions, with the intention that or being recklessthat such transaction has or is likely to have the effectof creating an artificial price, or maintaining at anartificial level a price, for a security on a securitiesmarket.

(3) Without limiting the generality of sub-sections (1) and (2), where a person—

(a) enters into or carries out, directly orindirectly, any transaction which purportsto be a transaction of sale or purchase ofsecurities that does not involve a change inthe beneficial ownership of the securities;

(b) offers to sell securities at a price that issubstantially the same as the price at whichhe has made or proposes to make or knowsthat another person acting jointly or in


False trading andartificial prices ina securities market

concert with him has made or proposes tomake an offer to purchase the same orsubstantially the same number of thesecurities; or

(c) offers to purchase securities at a price thatis substantially the same as the price atwhich he has made or proposes to make, orknows that another person acting jointly orin concert with him has made or proposes tomake, an offer to sell the same orsubstantially the same number of thesecurities,

the person is presumed, for the purposes of sub-sections (1) and (2) to be doing something or causingsomething to be done, with the intention that, or beingreckless as to whether such transaction has, or is likelyto have, the effect of creating a false or misleadingappearance of trading activity on a securities market, orcreating or maintaining at a level that is artificial, aprice for a security on a securities market unless thecontrary is proven by him.

92. No person shall—(a) enter into or carry out, directly or

indirectly, any transaction or sale orpurchase of securities that does not involvea change in the beneficial ownership ofthose securities, with the intention that, orbeing reckless as to whether suchtransaction has, or is likely to have, theeffect of maintaining, increasing, reducing,stabilizing, or causing fluctuations in, theprice of securities traded on a securitiesmarket; or

(b) enter into or carry out, directly orindirectly, any fictitious or artificialtransaction or device, with the intentionthat, or being reckless as to whether, such

Price rigging


transaction has, or is likely to have, theeffect of maintaining, increasing, reducing,stabilizing, or causing fluctuations in theprice of securities traded on a securitiesmarket.

93. No person shall disclose, circulate or disseminate,or authorize the disclosure, circulation or disseminationof information to induce another person to buy, sell orotherwise trade in securities, whether or not suchpurchase, sale or trade is with such person, where theinformation contains a misrepresentation, and theperson knows, or is reckless as to whether, theinformation contains a misrepresentation.

94. A person shall not, directly or indirectly, enterinto, carry out or participate in any transaction insecurities of an issuer by itself or in conjunction withany other transaction that the person knows orreasonably ought to know will result in or contribute toa misleading appearance of trading activity in, or anartificial price for, a security.

95. A person shall not, directly or indirectly, inconnection with a trade in securities—

(a) employ any device, scheme or artifice withthe intent to defraud or deceive;

(b) engage in any act, practice or course ofbusiness which is fraudulent or deceptive,or would operate as a fraud or deception; or

(c) make any untrue statement of a materialfact or omit to state a material fact with theintention to mislead.

96. (1) No registrant under section 51(1)(a) oremployee of such a registrant shall effect trades that areexcessive in volume or frequency with or for a client inrespect of whose trading he is in a position to control ordirect.


Securities marketmanipulation

Use of fraudulent ordeceptive devices

Excessive trading

Dissemination ofinformation containing amisrepresentation

(2) No person who has discretionary authorityover, or who is a trustee for an account of another, shalleffect or cause to be effected trades that are excessive involume and frequency for the person whose account hehas discretionary authority over or is a trustee for.

(3) For the purposes of this section, whethertrades are excessive in volume or frequency shall bedetermined on the basis of such factors as the amount ofprofits or commissions of the registrant, employee orother person in relation to the size of the account of theclient or the pattern of trading in the account, or theneeds and objectives of the client as ascertained onreasonable inquiry.

97. (1) The Commission may prescribe standards forthe conduct of a registrant in relation to a client orinvestor to prevent—

(a) a conflict of interest; or(b) any other conduct that would enable a

registrant to treat a client or investorunfairly.

(2) The Commission may prescribe standards forthe conduct of a registrant under section 51(1)(a) and (c)in relation to the custody or lending of any money orsecurity held for a client or investor.

98. (1) A registrant under section 51 shall notrecommend a trade in a security to any client unless—

(a) he has reasonable grounds to believe thatthe recommendation is suitable for theclient on the basis of information furnishedby the client after reasonable inquiry as tohis investment objectives, financialsituation and needs, or on any otherinformation known to the registrant; and

(b) he discloses in writing to any such personall conflicts of interest or potential conflictsof interest that he has, or may have, inrespect of the security or the issuer of the

Standard of conduct for registrants

Restrictions onrecommendation


security, including any conflict or potentialconflict of interest arising from—

(i) his holding of securities of the issueras beneficial owner;

(ii) any compensation arrangement withany person;

(iii) his acting as underwriter in anydistribution of securities of the issuerin the three years immediatelypreceding; or

(iv) any direct or indirect financial orother interest in the security or theissuer of the security held by theregistrant.

(2) Where a registrant publishes a researchreport which is not prepared for a specific client andwhich recommends generally a trade in security, thatresearch report—

(a) shall contain the information required insubsection (1)(b); and

(b) is exempt from the requirement outlined insubsection (1)(a).

99. A person who contravenes section 91, 92, 93, 94,95, 96 or 98 commits an offence and is liable onconviction on indictment to a fine of two million dollarsand imprisonment for five years.

Division 5—Insider Trading100. (1) No person connected to a reporting issuer

shall, directly or indirectly, buy, sell, or otherwise tradein any securities of such reporting issuer, on a securitiesmarket, during any time that such person hasknowledge or possession of material non-publicinformation, however obtained, until such informationhas been published.

(2) No person connected to a reporting issuershall, directly or indirectly, counsel, procure orotherwise advise any person to buy, sell, or otherwisetrade in any securities of such reporting issuer, on asecurities market, during any time that such person hasknowledge or possession of material non-public

Offence

Prohibition on use ofmaterial non-publicinformation


information, however obtained, until such informationhas been published.

101. A person connected to a reporting issuer shallnot, directly or indirectly, communicate or otherwisedisclose any material non-public information to anyperson until such information has been published,unless in the necessary course of business.

102. A person who contravenes section 100 or 101commits an offence and is liable on conviction onindictment to a fine of five million dollars and toimprisonment for seven years.

103. No transaction is—(a) void; or (b) voidable by the person who has knowledge

or possession of material non-publicinformation,

by reason only that it was entered into in contraventionof section 100 or 101.

104. (1) Sections 100 and 101 do not prohibit a personby reason of his having knowledge or possession of anymaterial non-public information from—

(a) entering into a transaction in the course ofthe exercise in good faith of his functions asliquidator, receiver, receiver-manager ortrustee in bankruptcy; or

(b) acquiring securities through any employeeprofit-sharing plans or employee stockownership plan established to provide forthe ownership of such securities by allemployees where—

(i) the participation of the person insuch plan is established prior to thetime that the person acquiredknowledge or possession of thematerial non-public information; and

(ii) the plan provides for the automaticacquisition of securities byparticipants in such plan.

Prohibition on thedisclosure of materialnon-publicinformation

Offence

Transaction not void or voidable

Exceptions to sections100 and 101


(2) A person is not, by reason only of his havingknowledge or possession of material non-publicinformation relating to any particular transaction,prohibited by section 100 or 101—

(a) from buying or selling or participating inany transaction on any securities market;or

(b) from doing any other thing in relation tosecurities which he is prohibited frombuying or selling or causing to be traded onany securities market,

if he does that thing only in order to facilitate thecompletion or carrying out of a transaction that wasagreed to before the time that the person acquiredknowledge or possession of the material non-publicinformation and the transaction is completed on thesame terms.

(3) An entity who buys, sells or otherwise tradesin securities of a reporting issuer with knowledge orpossession of material non-public information that hasnot been published is exempt from section 100(1), wherethe entity proves that—

(a) no senior officer, partner, employee or agentof the entity that made or participated inmaking the decision to buy, sell orotherwise trade the securities of thereporting issuer had knowledge of thematerial non-public information; and

(b) no investment advice was given withrespect to the purchase, sale or other tradeof the securities to the senior officer,partner, employee or agent of the entitywho made or participated in making thedecision to buy, sell or otherwise trade thesecurities by a senior officer, partner,employee or agent of the entity who hadknowledge of the material non-publicinformation,


provided that this exemption is not available to anindividual who had knowledge of the materialnon-public information.

(4) In determining whether an entity has met therequirements under subsection (3), it shall be relevantwhether and to what extent the entity hasimplemented and maintained reasonable policies andprocedures to prevent contraventions of section 100 bypersons making or influencing investment decisions onits behalf, and to prevent transmission of materialnon-public information contrary to section 101.

105. Where a person is accused of an offence undersection 100 or 101, it shall not be a defence to the chargethat the material non-public information in respect ofwhich the accusation has been made came to hisknowledge or possession without having been solicitedby him or that he made no effort to procure theacquisition of such information.

106. In this Part—(a) a person who trades in a security at a time

when he has knowledge or possessionof material non-public information ispresumed to have traded in the security asa result of his knowledge or possession ofthe material non-public information unlessthe contrary is proven by him; and

(b) an entity is deemed to have knowledge orpossession of material non-publicinformation at and from the time suchmaterial non-public information comes tothe knowledge or possession of any seniorofficer, partner, employee or agent of suchentity.

Division 6—Market Practices107. (1) A broker-dealer shall establish and keep in a

financial institution one or more trust accounts or suchother accounts as may be prescribed into which it shall,upon receipt pay—

(a) all amounts, less any commission and otherproper charges, that are received from or on

Defence not available

Presumptions

Client accounts


account of any person, other than anotherbroker-dealer, for the purchase ofsecurities; and

(b) all amounts, less any commission and otherproper charges, that are received on accountof any person, other than a broker-dealer,from the sale of securities and not paid tothat person or as that person directs.

(2) No money shall be withdrawn from anaccount established under subsection (1), except for thepurpose of making a payment on behalf of or to theperson lawfully entitled thereto or for any other purposeduly authorized by law.

(3) Nothing in this section shall be construed asaffecting in any way any lawful claim or lien which anyperson may have against or upon any monies held in anaccount established under subsection (1), or against orupon any monies received for the purchase of securities,or from the sale of securities, before such monies arepaid into such account.

(4) A broker-dealer that contravenes this sectioncommits an offence and is liable on conviction onindictment to a fine of five hundred thousand dollarsand to imprisonment for two years.

108. (1) Where securities of an issuer are registeredin the name of, but not beneficially owned by, a marketactor or his nominee, the market actor or his nomineeshall send to the beneficial owner of the securities a copyof any document sent to him as registered securityholder forthwith after receipt thereof, unless thebeneficial owner instructs him in writing that thedocument need not be sent.

(2) A person who sends a document to registeredsecurity holders pursuant to this Act shall furnish to amarket actor or his nominee forthwith upon request,sufficient copies of the document to enable him tocomply with subsection (1) and the market actor or hisnominee shall pay or reimburse the person thereasonable costs of doing so.


Market actor to senddocuments tobeneficial owner

109. (1) Subject to subsection (2), a broker-dealer whotrades in any security with or for a client shall send tothat client within two business days after thecompletion of the trade, a written confirmation of thetrade containing the prescribed information.

(2) The Commission may order that abroker-dealer who provides a service of a continuousnature may send, instead of a confirmation as referredto in subsection (1), a periodic statement at the end ofeach three-month period or at such other shorter periodand containing such information as may be prescribed.

(3) A broker-dealer satisfies the obligation undersubsections (1) or (2) by sending the confirmation orstatement to its client by—

(a) way of compact disc or other externalmemory device addressed to the latestknown address as shown on the securitiesregister; or

(b) electronic mail,where the client has given written consent for deliveryin such a format.

(4) Notwithstanding subsection (3), a client of abroker-dealer may make a written request for a hardcopy of any confirmation or periodic statement and thebroker-dealer shall, as soon as practicable, send suchstatement to the latest known address of the client.

110. A broker-dealer shall on the request of theCommission forthwith but in any event no later thanseven business days from the date of the requestdisclose to the Commission the name of a person with orthrough whom the security was traded.

111. (1) In this section, “residence” includes abuilding or part of a building in which the occupantresides permanently or temporarily and anyappurtenant premises.

(2) No person shall—(a) attend at any residence without being

invited by an occupant of the residence; or

Confirmation to besent to client

Notification toCommission

Restriction on tradingat residence


(b) make an unsolicited communication to anyresidence including by telephone, facsimileor mail delivered to the residential address,

within Trinidad and Tobago for the purpose of tradingin a security, or providing investment advice.

(3) Subsection (2) shall not apply where the personattends at or communicates to any residence—

(a) of a close friend, a business associate or aclient with whom or on whose behalf theperson attending or communicating hasbeen in the habit of trading securities; or

(b) of a person who has received a copy of aprospectus for which a receipt has beenobtained under this Act and who hasrequested that information respecting asecurity offered in that prospectus befurnished to him by the person attending ator communicating to the residence.

112. (1) The Commission may order a registrant tosend to it a copy of each advertisement that he proposesto use in connection with a trade in a security at leastseven business days before it is used, if the Commissionreasonably believes that the past conduct of theregistrant in connection with such advertisementsmakes such review by it necessary for the protection ofinvestors.

(2) The Commission may order that the use of anadvertisement sent to it pursuant to subsection (1) beprohibited or require that it be altered before it is usedif the Commission is of the view that the advertisementis likely to mislead the public.

(3) In this section, “advertisement” includes anymaterial designed to make a sales presentation to apurchaser whether or not it is published or presented toa purchaser but does not include a prospectus.


Control ofadvertisement

113. A person who places an order with abroker-dealer to sell a security that he does notbeneficially own or, if acting as agent, that he knows hisprincipal does not beneficially own, shall, when heplaces the order, declare that he or his principal, as thecase may be, does not beneficially own the security.

114. (1) A person who places an order for the sale of asecurity through a broker-dealer acting on his behalfand who—

(a) does not beneficially own the security; or(b) if he is acting as agent knows his principal

does not own the security,

shall, at the time of placing the order to sell, declare tothe broker-dealer that he or his principal, as the casemay be, does not beneficially own the security, and thatfact shall be published by the broker-dealer in thewritten confirmation of sale.

(2) For the purposes of subsection (1), a securitywhich is not owned by a person includes, but is notlimited to, a security that—

(a) has been borrowed by that person; or (b) is subject to any restriction on its sale.

115. A registrant shall not use the name of, or holdhimself out as, another registrant on letterheads, forms,advertisements or signs, on correspondence orotherwise, unless he is a partner, senior officer or agentof, or is authorized in writing by, the other registrant.

116. (1) A person shall not represent that he or anyother person is registered in any capacity under this Actunless—

(a) the representation is true; and(b) in making the representation, he specifies

his or the other person’s category ofregistration under this Act.

Prohibition on use ofname of anotherregistrant

Representation as toregistration

Seller of securityto declarenon-ownership

Declaration as toshort position


(2) A person who is not registered under this Actshall not, directly or indirectly, hold himself out as beingregistered.

117. (1) Subject to subsection (2), a person shall notrepresent, orally or in writing, that the Commission or aperson authorized by the Commission, has in any wayapproved or endorsed the financial standing, fitness orconduct of any person or evaluated the merits of anysecurity or issuer.

(2) Subsection (1) shall not be construed aspreventing a person who is duly registered under thisAct from holding himself out as being so registered.

PART VIII

SIMPLIFIED CLEARING FACILITIES

118. Notwithstanding any other written law, this Partshall have effect in relation to securities registered withthe Commission.

119. In this Part—“interested person” means a person who has an

interest in a security in an account of aparticipant in a clearing agency;

“in writing” includes production in machinereadable form;

“pledge” means a contractual interest in asecurity that is delivered to, retained by, ordeemed to be in the possession of, acreditor to secure payment of a debt orother obligation and includes a mortgageand pledge of a security;

“registered owner” means a person who isshown on the securities register of anissuer as the owner of a security orsecurity certificate issued by it; and

Definitions

Approval by Commission not to be advertised

Application of Part


“security certificate” means an instrumentissued by, or on behalf of an issuer that isevidence of a security.

120. (1) On the issue of a security, an issuer maydeliver a security certificate directly to a clearing agencyas registered owner of the security if—

(a) the issuer has written authorization signedby, or on behalf of the beneficial owner; and

(b) the delivery of the certificate is evidencedby a written confirmation signed by theclearing agency and sent at once by theissuer to the beneficial owner or his agent.

(2) On the issue of a security, an issuer may,instead of delivering a security certificate, issue asecurity to a clearing agency as registered owner bymeans of record entries if—

(a) the issuer has written authorization signedby or on behalf of the beneficial owner ofthe security;

(b) the issue is further evidenced by a writtenconfirmation executed by the clearingagency and sent at once by the issuer to thebeneficial owner of the security or his agent;and

(c) the issue is recorded at once in thesecurities register of the issuer and therecords of the clearing agency.

(3) The requirement to obtain the writtenauthorization of a beneficial owner required bysubsection (1)(a) or (2)(a) is satisfied if the beneficialowner acknowledges in any agreement or documententered into with a registrant, participant or clearingagency, that securities owned by the beneficial ownermay be kept by means of record entries with a clearingagency, whether entered into before or after the issue ofa security contemplated in this section.

Use of clearing agencyas registered owner ofsecurity


(4) A written confirmation referred to insubsection (1)(b) or (2)(b) is, in the absence of evidenceto the contrary, proof that the person named in theconfirmation is the beneficial owner of the securitiesdescribed therein.

121. (1) Immediately after receipt of a securitycertificate from a participant, a clearing agency shalldeliver the certificate to the issuer and request thetransfer of the securities evidenced by the certificate tothe clearing agency.

(2) Where a clearing agency presents a securitycertificate in proper form to an issuer and requests atransfer to it of the securities evidenced by thecertificate, the issuer shall, if it has a duty to registerthe transfer, immediately enter the transfer in itssecurities register and deliver to the clearing agency asecurity certificate representing the securities andshowing the clearing agency as registered owner.

(3) An issuer may, instead of issuing a securitycertificate under subsection (2), transfer a security to aclearing agency as the registered owner by means ofrecord entries if—

(a) the issuer has written authorization signedby or on behalf of the beneficial owner ofthe security;

(b) the transfer is further evidenced by awritten confirmation executed by theclearing agency and sent at once by theissuer to the beneficial owner of thesecurity or his agent; and

(c) the transfer is recorded at once by theissuer in the securities register of the issuerand the records of the clearing agency.

(4) The requirement to obtain the writtenauthorization of a beneficial owner required bysubsection (3)(a) is satisfied if the beneficial owner

Transfer of securitiesthrough clearingagency


acknowledges in any agreement or document enteredinto with a registrant, participant or clearing agency,that securities owned by the beneficial owner may bekept by means of record entries with a clearing agency,whether entered into before or after the issue of asecurity contemplated in this section.

(5) A written confirmation referred to insubsection (3)(b) is, in the absence of evidence to thecontrary, proof that the person named in theconfirmation is the beneficial owner of the securitiesdescribed therein.

122. (1) On receipt of instructions in writing from aparticipant and, if the account of the participant isblocked, from the person who exercises control over it, aclearing agency shall in accordance with thoseinstructions, effect a transfer of a security or anyinterest therein from the participant to anotherparticipant by making an entry in its records.

(2) Where—(a) a security shown in the records of a clearing

agency is evidenced by a security certificateidentifying the clearing agency as theregistered owner and that securitycertificate is in the custody of the clearingagency; or

(b) the clearing agency is the registered ownerof the security by means of record entriescontemplated by section 120(2) or 121(3),

then, on receipt of instructions in writing from aparticipant and, if the account of the participant isblocked, from the person who exercises control over it, aclearing agency shall in accordance with thoseinstructions, effect a transfer of a security or anyinterest therein from one beneficial owner to anotherbeneficial owner by making an appropriate entry in itsrecords in addition to any other method permitted bylaw, and such transfer shall have the effect oftransferring all rights, title and interest in suchsecurity to the beneficial owner.


Transfer by recordentry participants

123. (1) A clearing agency shall establish a procedurewhereby it or an interested person may exercise controlover an account of the participant in the clearing agencywhere—

(a) the interested person is, in relation to asecurity in the account of the participant, abeneficial owner, a pledgee, or a judgmentcreditor of the beneficial owner; or

(b) a security in the account of the participantis subject to a lien in favour of its issuer orto a restriction or constraint on its transfer.

(2) Subject to section 132(3), a clearing agencyshall not transfer, deliver or otherwise deal with asecurity in a blocked account without instructions inwriting from the person who exercises control over it.

124. (1) On receipt of instructions in writing from aparticipant and, if the account of the participant isblocked, from the person who exercises control over it, aclearing agency shall, in accordance with theinstructions, effect a transfer by way of pledge of asecurity from the participant to a pledgee by making anentry in its records to block an account in the name ofthe participant in favour of the pledgee for the amountof the debt or other obligation or the number ofsecurities pledged.

(2) On receipt of instructions in writing from apledgee in whose favour an account is blocked undersubsection (1) stating that he is entitled to realize thesecurities in the blocked account, a clearing agencyshall, in accordance with the instructions, transfer thesecurities unless—

(a) it knows that the pledgee is not entitled torealize the securities; or

(b) its procedure established pursuant tosection 123 specifies otherwise.

(3) A clearing agency is not liable for any lossresulting from compliance with the instructions of apledgee under subsection (2) unless the clearing agencyknows before the transfer that the pledgee is notentitled to the securities.

Blocked account

Effecting pledge byrecord entry


125. On receipt of instructions in writing from aparticipant and a beneficial owner of a security, aclearing agency shall, in accordance with theinstructions, make an entry in its records to block anaccount in the name of the participant in favour of thebeneficial owner or in favour of a person who acts on hisbehalf.

126. (1) A clearing agency may refuse to open anaccount in respect of a security that is subject to—

(a) a lien in favour of its issuer; or(b) a restriction or constraint on its transfer,

whether statutory or otherwise.

(2) A clearing agency may, with respect to asecurity referred to in subsection (1), make an entry inits records to block an account in the name of aparticipant in favour of the clearing agency or aninterested person.

127. (1) On the application of a creditor who has ajudgment against a beneficial owner of a security heldby a clearing agency, the Court may order the clearingagency to make an entry in its records to block anaccount in the name of the beneficial owner or his agentin favour of the judgment creditor for the amount ornumber of securities mentioned in the order.

(2) On receipt of an order of, or instructions inwriting from the Court or an officer thereof stating thata judgment creditor in whose favour an account isblocked under subsection (1) is entitled to realize asecurity in the blocked account, a clearing agency shalltransfer the security in accordance with the order orinstructions.

(3) On the application of a person who in anaction or an application under section 134 claims to beentitled to a security held for a beneficial owner in aclearing agency, the Court may order the clearingagency to make an entry in its records to block theaccount in the name of the beneficial owner or his agent


Blocking account byCourt order

Effecting blockedaccount by recordentry

Security subject torestriction

in favour of the claimant for the amount or number ofsecurities mentioned in the order.

(4) A clearing agency is not liable for any lossresulting from compliance with an order or instructionsreceived under subsections (1) to (3).

128. A participant has no right to pledge, transfer orotherwise deal with a security held by a clearing agencyexcept through the facilities of the clearing agency.

129. (1) On the receipt of a demand in writing from aparticipant for whom a security is held, other than insecurities held in a blocked account, for withdrawal ofthat security, a clearing agency shall, within areasonable time, subject to any proceedings undersection 134, obtain and deliver to the participant asecurity certificate in his name or a name designated byhim evidencing the security.

(2) On receipt of instructions in writing from aclearing agency that is the registered owner of securitiesto deliver a security certificate to it, the issuer of thesecurity shall immediately deliver the certificate to theclearing agency in accordance with its instructions.

130. (1) Where a clearing agency is the registeredowner of a class of securities of an issuer that proposesto close its securities register or fix a record date inrespect of the class for the purpose of determiningsecurity holders entitled—

(a) to receive notice of, or to vote at, a meetingof security holders;

(b) to receive payment of a dividend or interest;or

(c) to participate in a liquidation distribution,

or for any other purpose, the issuer shall give theclearing agency notice of its intention to close itssecurities register or fix a record date.


Issuer’s duty torequest list ofparticipants andbeneficial owners

Withdrawal ofsecurity

Limitation on rightsof participants

(2) The notice referred to in subsection (1) shallrequest from the clearing agency a list of the names ofthe participants and beneficial owners for whom theclearing agency and the participants hold securities ofthe class mentioned in that subsection made up as of thedate on which it proposes to close its register or fix arecord date.

(3) On receipt of a demand in writing from anissuer for a list of the names of participants andbeneficial owners for whom it and the participants holdsecurities of a class issued by the issuer, a clearingagency shall within ten business days provide the issuerwith a list setting out—

(a) the names and addresses of; and(b) the number or amount of securities of the

class held for, each such participant and beneficial owner made up asof the date specified in the demand.

(4) On receipt of a demand from an issuer undersubsection (3), a clearing agency shall send notice of thedemand to each participant.

(5) A participant that receives a notice sentpursuant to subsection (4) shall within five businessdays—

(a) furnish to the clearing agency a listcontaining the names and addresses of allbeneficial owners for whom the participantholds the securities and the number oramount of securities of the class so held;and

(b) instruct the clearing agency to furnish thelist to the issuer.


(6) Where a participant receives a notice sentpursuant to subsection (4), but does not provide aclearing agency or the issuer with a list of all thebeneficial owners for whom it holds securities referredto in the notice, the participant shall at its own expenseobtain from the issuer and send to each beneficialowner, who is not included in the list and who has notinstructed it otherwise in writing, any dividend orinterest or any document that the issuer wishes to sendto its security holders.

(7) A clearing agency that receives lists ofparticipants and beneficial owners under subsection (5)shall, before it furnishes the lists to the issuer,consolidate them into one list in a form that does notdisclose any connection between a beneficial owner anda participant, and the clearing agency may chargeparticipants a reasonable fee for the consolidation.

(8) A clearing agency shall treat as confidentialany information it receives under subsection (5)concerning the beneficial ownership of securities.

(9) After receipt of a demand in writing from anissuer that has received a list of participants andbeneficial owners under subsection (3), a clearingagency shall provide the issuer with a current list madeup as of a date subsequent to the demand showing anychange in respect of the securities held for anyparticipant or beneficial owner since the date as ofwhich the list under subsection (3) was made up.

(10) An issuer is entitled to obtain free of chargefrom a clearing agency in any one calendar year fourlists of participants and beneficial owners undersubsection (3) with respect to each class of securitiesheld by the clearing agency, and the issuer shall pay theclearing agency a reasonable amount for—

(a) any additional cost attributable to ademand for a list made after the date when


the issuer closed its securities register orfixed a record date; or

(b) any additional list.

(11) An issuer is entitled to presume that aperson named in a list obtained under this section is thebeneficial owner of the securities of the issuer referredto in the list.

131. After submitting a request in writing to aclearing agency, a beneficial owner of a security of anissuer and the beneficial owner’s agent may duringusual business hours, examine a list delivered to anissuer under section 130(9) that relates to any securitiesof the issuer held by it and may also make extractstherefrom without charge, and any other person may doso upon payment of a reasonable fee.

132. (1) Subject to subsection (3), an incorrect entrymade in the records of a clearing agency in connectionwith a transfer or pledge of a security by reason of itserror has the same effect as a correct entry.

(2) Subject to subsection (3), a clearing agency isliable to compensate a person who incurs a loss as aresult of an incorrect entry made in its records byreason of its error.

(3) Where a clearing agency by reason of itserror makes an incorrect entry in its records transferinga particular class of security to a participant’s account,the clearing agency may, to the extent that there aresecurities of that class in the account, correct the entryin whole or in part without the participant’s consent.

133. (1) Where a clearing agency is unable to effect apledge or transfer of a security on its records because ofan extraordinary event beyond its reasonable control, itis not liable to compensate a person who incurs a loss asa result of a delay in effecting the pledge or transfer.

Access to clearing agency records

Incorrect entry byclearing agency


Liability in extraordinarycircumstances

(2) For the purposes of this section, anextraordinary event shall include, but not be limited toacts of God (including fire, explosion, flood, earthquake,tidal wave, storm, hurricane or other natural disaster),war, invasion, act of foreign enemies, hostilities(whether war is declared or not), civil war, rebellion,revolution, insurrection, military or usurped power orconfiscation, terrorist activities, riot, commotion, strike,go-slow, lockout or other industrial action leading todisorder.

134. (1) Where an entry is alleged to have beenincorrectly made or retained in, or omitted or deletedfrom, the records of a clearing agency, other than in thecircumstance outlined in section 132(3), the clearingagency or an interested person may apply to the Courtfor an order that the records be rectified.

(2) On an application under subsection (1), theCourt may make any order it thinks fit including anorder—

(a) determining who is an interested personand the notice to be given to such a person;

(b) dispensing with notice to any person;(c) determining the right of a party to the

proceedings to have his name entered orretained in, or deleted or omitted from therecords of, a clearing agency;

(d) directing that the records of a clearingagency be rectified;

(e) directing that a clearing agency make anentry in its records to block an account; or

(f) compensating any person.

135. (1) A clearing agency may hold securities issuedby the Central Bank of Trinidad and Tobago, a financialinstitution or a collective investment scheme that isauthorized under the law applicable to it to deliver ortransfer any securities held by it into custody of aclearing agency.

Participation by financial institution

Application to Courtto rectify records


(2) The Commission may prescribe that acorporation incorporated by or under an Act ofParliament may deliver or transfer any securities heldby it into the custody of a clearing agency.

(3) The Commission may make an orderapproving any aspect of the operating system of aclearing agency that is not inconsistent with this Part.

PART IXREPORTING BY PERSONS CONNECTED WITH ISSUERS

136. (1) A person who is connected to a reportingissuer as a result of section 4(3)(a) or (c) shall, withinfive business days of the day that he becomes connectedto the reporting issuer, file a report in the prescribedform with the Commission disclosing any direct orindirect beneficial ownership of, or control or directionover, securities of the reporting issuer by him.

(2) A person under this section—(a) who has filed or is required to file a report;

and(b) whose direct or indirect beneficial

ownership of, or control or direction over,securities of the reporting issuer by himand his associates changes from that shownor required to be shown in the report or inthe latest report filed by him,

shall within five business days from the day on whichthe change takes place, file a report of direct or indirectbeneficial ownership of, or control or direction over,securities of the reporting issuer by him and hisassociates as of the day on which the change took placeand the change or changes that occurred, giving suchdetails of each transaction as may be prescribed.

(3) No person to whom this section applies shalltransfer or cause to be transferred any securities of thereporting issuer to which he is connected into the nameof an agent, nominee or custodian, other than aclearing agency, without filing with the Commission a

Reports by certainconnected persons


report in the prescribed form of such transfer except fora transfer for the purpose of giving collateral for agenuine debt.

(4) Notwithstanding subsection (1), a person isnot required to file a report under this section where theperson does not beneficially own, or exercise control ordirection over, any securities of the reporting issuer.

(5) For purposes of this section, a person hasbeneficial ownership of, or control or direction oversecurities of a reporting issuer including—

(a) securities which are third-party derivativesecurities related to the reporting issuer;

(b) securities that are convertible orexchangeable for securities of a reportingissuer, whether or not on condition; or

(c) rights to acquire or to subscribe for, orotherwise receive securities of a reportingissuer,

whether or not such securities are securities issued bythe reporting issuer.

(6) Any person who files a report with theCommission under this section shall forthwiththereafter deliver a copy of the report that he has filedwith the Commission under this section to the reportingissuer.

137. (1) A reporting issuer may by notice in writing,require any holder of its securities within suchreasonable time as is specified in the notice being notless than ten days—

(a) to indicate in writing the capacity in whichhe holds any securities of the reportingissuer; and

(b) where he holds them otherwise than asbeneficial owner, to indicate in writing sofar as it lies within his knowledge, the

Disclosure ofbeneficial interest inshare capital


person who has an interest in them, eitherby name and address or by otherparticulars sufficient to enable that personto be identified, and the nature of thatperson’s interest.

(2) Where a reporting issuer is informed inpursuance of a notice given to any person undersubsection (1) or paragraph (b) of this subsection, thatany other person has an interest in any securities of thereporting issuer, the reporting issuer may, by noticein writing, require that other person within suchreasonable time as specified in the notice being not lessthan ten days—

(a) to indicate in writing the capacity in whichhe holds that interest; and

(b) where he holds that interest otherwise thanas beneficial owner, to indicate in writing sofar as it lies within his knowledge, theperson who has an interest in it, either byname and address or by other particularssufficient to enable him to be identified, andthe nature of that person’s interest.

(3) Any reporting issuer may, by notice inwriting, require any holder of its securities to indicate inwriting, within such reasonable time as is specified inthe notice being not less than ten days, whether any ofthe voting rights carried by any securities of the issuerheld by him are the subject of an agreement orarrangement under which another person is entitled tocontrol his exercise of those rights and, if so, to give sofar as it lies within his knowledge, written particulars ofthe agreement or arrangement and the parties to it.

(4) Where a reporting issuer is informed inpursuance of a notice given to any person undersubsection (3) or this subsection that any other personis a party to such agreement or arrangement as is


mentioned in subsection (3), the reporting issuer may,by notice in writing, require that other person withinsuch reasonable time as is specified in the notice beingnot less than ten days, to give so far as it lies within hisknowledge, written particulars of the agreement orarrangement and the parties to it.

(5) Whenever a reporting issuer receivesinformation from a person in pursuance of arequirement imposed on him under this section, it shallkeep a record of—

(a) the fact that the requirement was imposedand the date on which it was imposed; and

(b) the information received in pursuance ofthe requirement.

(6) The Commission may request that a report-ing issuer deliver to it a copy of the record kept by thereporting issuer under subsection (5).

138. Any person who contravenes any section in thisPart, or who, in purporting to comply with any section ofthis Part, makes a statement or files a report which heknows to be false, or recklessly makes a statement orfiles a report which is false, or fails to supply anyparticulars which he is required to supply, commits anoffence and is liable on conviction on indictment to a fineof five hundred thousand dollars and to imprisonmentfor two years.

PART X

CIVIL LIABILITY

139. (1) Subject to this section, a purchaser whopurchases a security distributed under a prospectus hasa right of action for damages against each of thefollowing persons for any loss or damage sustained byhim by reason of any misrepresentation in the

Offences

Liability formisrepresentationin prospectus,damages


prospectus and each such person shall be liable for anysuch loss or damage, namely:

(a) the issuer or the selling security holder onwhose behalf the distribution is made;

(b) a person who is a director of the issuer atthe date of the filing of the prospectus;

(c) a person who authorized or caused himselfto be named, and is named, in theprospectus as a director or as having agreedto become a director, either immediatelypreceding the date of filing of theprospectus or after an interval of timethereafter;

(d) where the issuer is not a reporting issuerprior to the distribution, any person whowas a promoter of the issuer within thetwenty-four month period immediatelypreceding the date of filing of theprospectus;

(e) a person whose consent has been filed asrequired by section 78 but only with respectto misrepresentations in a prospectusderived from, or based on, reports, opinions,valuations or statements that have beenmade by such person; and

(f) any other person who signed a certificate inthe prospectus other than a person referredto in paragraphs (a) to (e) of this subsection.

(2) No person, other than the issuer or the sellingsecurity holder on whose behalf the distribution ismade, is liable under subsection (1) if—

(a) having consented to become a director of theissuer, he withdrew his consent before thefiling of the prospectus and the prospectuswas filed without his authority or consent;

(b) when the prospectus was filed without hisknowledge or consent, he gave reasonablepublic notice of that fact forthwith afterbecoming aware of it;


(c) after the filing of the prospectus and beforethe sale of securities under it, he becameaware of a misrepresentation and withdrewhis consent, and gave reasonable publicnotice of the withdrawal of the consent andthe reasons for it; or

(d) as regards every misrepresentation, notpurporting to be made on the authority ofan expert or a public official document orstatement, he had conducted suchreasonable investigation as to providereasonable grounds to believe and didbelieve, up to the time of the distribution ofthe securities, that the prospectus did notcontain a misrepresentation.

(3) No person is liable under subsection (1)—(a) where, as regards a misrepresentation in a

prospectus made by an expert or based on areport, opinion, valuation, or statementmade or prepared by an expert—

(i) the misrepresentation fairlyrepresented and was a correct andfair copy of, or extract from, thereport, opinion, valuation orstatement of the expert; and

(ii) that person had reasonable groundsto believe and did believe, up to thetime of the filing of the prospectus,that the expert making the statementor preparing the report, opinion orvaluation was competent to make it,had given his consent as requiredunder section 78 and had notwithdrawn that consent beforedelivery of a copy of the prospectusfor filing, nor had the expert, to the


knowledge of the person, withdrawnthat consent before the sale of anysecurities under the prospectus;

(b) if the purchaser bringing the action knew ofthe misrepresentation at the time of thepurchase; or

(c) if, as regards a misrepresentationpurporting to be a statement made by apublic official or contained in what purportsto be a copy of, or extract from, a publicofficial document, the misrepresentationwas a correct and fair representation of thestatement or a copy of, or extract from, thedocument.

(4) The liability of all persons referred to insubsection (1) is joint and several as betweenthemselves with respect to the same cause of action.

(5) A person who is found liable to pay a sum indamages may recover a contribution, in whole or in part,from a person who is jointly and severally liable underthis section to make the same payment in the samecause of action unless, in all the circumstances of thecase, the Court is satisfied that it would not be just andequitable.

(6) Notwithstanding subsections (4) and (5), nounderwriter is liable for more than the total publicoffering price represented by the portion of thedistribution of securities underwritten, sold by, or to theunderwriter.

(7) In this section, a purchaser who purchases asecurity distributed under a prospectus shall be deemedto have relied on the prospectus at the time of makingthe purchase.140. (1) Subject to this section, a purchaser who

purchases a security distributed under a prospectus hasa right of action against the issuer or the underwriterthat has sold securities to such purchaser under such

Action by purchasersfor rescission formisrepresentation ina prospectus


prospectus for the rescission of the sale and therepayment to such purchaser of the price that has beenpaid in respect of the security if the prospectuscontained a misrepresentation, provided that if thepurchaser elects to exercise a right of action forrescission against the issuer or underwriter under thissection, such purchaser shall have no right of action fordamages against such issuer or underwriter undersection 139.

(2) In an action brought under this section orsection 139, the purchaser bringing such action need notprove that he was in fact influenced by themisrepresentation or that he relied on themisrepresentation in purchasing the security.

(3) No person shall be liable under subsection (1)if the purchaser bringing the action knew of themisrepresentation at the time of the purchase.

(4) This section applies to securities sold under aprospectus that offers them for subscription inconsideration of the transfer or surrender of othersecurities, whether with or without the payment of cashby, or to the issuer, as though the issue price of thesecurities offered for subscription were the fair value, asascertained by the Court, of the securities to betransferred or surrendered, plus the amount of cash, ifany, to be paid by the issuer.

141. (1) Subject to this section, where an offeringdocument, other than a prospectus, contains amisrepresentation, a purchaser who purchased asecurity in reliance on the offering document has a rightof action for damages against the issuer and the sellingsecurity holder on whose behalf the distribution ismade.

(2) For the purposes of this section, “offeringdocument” means any document purporting to describethe business and affairs of an issuer which has beenprepared primarily for delivery to and review by aprospective purchaser so as to assist such purchaser inmaking an investment decision, but does not include aprospectus or general advertisement.

Liability formisrepresentation inother offeringdocument


(3) In this section, a purchaser who receives anoffering document whether prior to or following thepurchase of a security shall be deemed to have relied onthe offering document in making his investmentdecision.

142. (1) Subject to this section, a purchaser of asecurity has—

(a) a right of action for damages against theseller and such seller shall be liable for anylosses or damages sustained; or

(b) a right of action for rescission against theseller for rescission of the transaction,

where the seller has made the sale to the purchasercontrary to section 100.

(2) Subject to this section, a seller of a securityhas—

(a) a right of action for damages against thepurchaser and such purchaser shall beliable for any losses or damages sustained;or

(b) a right of action for rescission against thepurchaser for rescission of the transaction,

where the purchaser has made the purchase from theseller contrary to section 100.

(3) A person may bring an action undersubsection (1) or (2) in respect of a contraventionreferred to in subsection (1) or (2) even though theperson against whom the action is brought has not beencharged with or convicted of an offence by reason of thecontravention.

(4) Every person who is a director, senior officeror employee of a reporting issuer that trades contrary tosection 100 is accountable to the reporting issuer for anybenefit or advantage received or receivable by theperson or company as a result of the contravention ofsection 100, unless the person proves that he reasonablybelieved that the material non-public information hadbeen published.


Civil liability fortrading contraryto section 100

(5) No person shall be liable under this section ifthe person bringing the action violated section 100 inrespect of the trade that is the subject of the action.

143. (1) Subject to this section—(a) a person who contravenes section 91, 92, 93,

94, 95, 96 or 98, whether or not he alsoincurs any other liability, shall be liable topay compensation by way of damages to anyother person for any loss sustained by theother person as a result of thecontravention, whether or not the lossarises from the other person having enteredinto a transaction or trading at a priceaffected by the contravention; and

(b) each person who sustained a loss as a resultof the contravention by a person ofsection 91, 92, 93, 94, 95, 96 or 98, whetheror not the loss arises from the otherperson having entered into a transactionor trading at a price affected by thecontravention, has a right of action underparagraph (a) against the contraveningperson.

(2) A person may bring an action undersubsection (1) in respect of a contravention set forth insubsection (1)(a) even though the person against whomthe action is brought has not been charged with orconvicted of an offence by reason of the contravention.

144. (1) The Commission may apply to a judge of theHigh Court for leave to bring an action under this Partin the name and on behalf of an issuer or securityholder and the judge may grant leave on any terms thathe considers proper if the judge is satisfied that—

(a) the Commission has reasonable grounds forbelieving that a cause of action exists underthis Part;


Commission may seek leave to appearor intervene in an action

Civil liability for market misconductoffences

(b) the issuer or security holder has failed or isunable to commence an action; and

(c) the Commission has given sixty dayswritten notice to the issuer or securityholder who has refused or failed tocommence an action.

(2) The Commission may apply to a judge of theHigh Court for leave to appear or intervene in an actionunder this Part and the judge may grant leave on suchterms as he considers appropriate.

(3) The Commission may publish a summary ofthe terms of any settlement of an action commenced orintervened in by it in a regular periodical published byit, or in two daily newspapers of general circulation inTrinidad and Tobago.

145. The right of action for damages conferred by thisPart shall not be in derogation of any other right aperson may have.

PART XI

GENERAL PROVISIONS AND ENFORCEMENT

Division 1—Guidelines and By-laws

146. (1) The Commission may, in consultation withthe Minister, issue guidelines on any matter it considersnecessary to—

(a) give effect to this Act;(b) enable the Commission to perform its

functions;(c) aid compliance with the Proceeds of Crime

Act, any other written law in relation to theprevention of money laundering andcombating the financing of terrorism or anyother written law which may be


Guidelines

Non-derogation ofrights

administered or supervised by theCommission which may be in force fromtime to time; and

(d) regulate the market conduct of marketactors.

(2) Guidelines issued under this section shallnot be regarded as a statutory instrument.

(3) Contraventions of a Guideline referred to insubsection (1) shall not constitute an offence, but thisshall not prevent the Commission from taking actionunder section 90.

147. (1) Before making or amending Guidelinesreferred to in section 146, the Commission shall, inconsultation with the Minister issue draft Guidelines ordraft amendments thereof and shall consult with themarket actors and other relevant stakeholders who maybe affected by the draft Guideline or amendment.

(2) Where, in the opinion of the Commission,any matter proposed to be dealt with in Guidelines or byan amendment thereof has become urgent, theCommission shall proceed to issue the Guidelines oramendment thereof, without following the processreferred to in subsection (1), which Guidelines shallbe effective for ninety days, unless replaced byGuidelines issued pursuant to subsection (1).

148. (1) The Minister may, on the recommendation ofthe Commission, make By-laws—

(a) prescribing requirements in respect ofapplications for registration and therenewal, amendment, expiration orsurrender of registration and in respect ofthe suspension, revocation, cancellation orreinstatement of registration of registrantsand self-regulatory organizations;


By-laws

Consultationon proposedGuidelines

(b) prescribing categories or sub-categories ofregistrants, classifying registrants intocategories or sub-categories and prescribingthe conditions of registration, or otherrequirements for registrants or anycategory or sub-category, including—

(i) standards of practice and businessconduct of registrants in dealing withtheir clients and prospective clients;

(ii) standards of conduct in relation to aclient of a registrant to preventconflicts of interest or ensure the fairtreatment of clients;

(iii) standards for the conduct of aregistrant in relation to the custodyor lending of any money or securityheld for a client;

(iv) requirements in respect ofmembership by a registrant in aself-regulatory organization;

(v) standards of conduct of a registrantwho is not a member of aself-regulatory organization;

(vi) the making, keeping and retention ofbooks and records by a registrant,including the keeping and filing of arecord of trades executed by theregistrant through the facilities of asecurities market;

(vii) requirements for a registrant toobtain and maintain indemnityinsurance, the terms and conditionsof indemnity insurance, and theamount of indemnity insurance to beobtained and maintained;


(viii) requirements and standards ofconduct for registrants to documentand record cash transactions, andto comply with the Proceeds ofCrime Act, any other written lawin relation to the prevention ofmoney laundering and combating thefinancing of terrorism or anyother written law which may beadministered or supervised by theCommission which may be in forcefrom time to time;

(ix) standards for the conduct of aregistrant who exercises investmentdiscretion with respect to a clientaccount, including disclosure to theclient of the policies and practicesrelating to the payment ofcommissions for trades in securities;

(x) minimum and ongoing capitalrequirements for registrants; and

(xi) filing information in respect ofmissing, lost, counterfeit or stolensecurities or securities which are inthe custody or control of theregistrant, or are his responsibility;

(c) prescribing the terms and conditions ofpolicies of insurance and the amount ofsuch insurance which registrants shall berequired to obtain and maintain againstany liability that may be incurred as aresult of any act or omission of theregistrant or any of its officers oremployees;


(d) extending any requirements prescribed forregistrants to unregistered partners,salespersons, employees, and senior officersof registrants;

(e) prescribing requirements in respect of theresidence in Trinidad and Tobago ofregistrants;

(f) prescribing requirements for persons inrespect of calling at, telephoning ordelivering correspondence to, or otherwisecommunicating by any means, includingelectronic means, at residences for thepurposes of trading in securities orproviding investment advice;

(g) prescribing requirements in respect of thedisclosure or furnishing of information tothe public or the Commission by registrantsor providing for exemptions from orvarying the requirements under this Act inrespect of the disclosure or furnishing ofinformation to the public or the Commissionby registrants;

(h) providing for exemptions from theregistration requirements under this Act orfor the removal of exemptions from thoserequirements and prescribing when anissuer of securities may be required toregister as a broker-dealer;

(i) prescribing requirements in respect of thebooks, records and other documentsrequired to be kept by registrants,self-regulatory organizations and othermarket actors, including the form in whichand the period for which the books, recordsand other documents are to be kept;


(j) regulating all aspects of the listing ortrading of securities on a securities marketincluding requiring reporting of trades andquotations;

(k) regulating self-regulatory organizations,including prescribing requirements inrespect of the review or approval by theCommission of any By-law, rule, regulation,policy, procedure, guideline, interpretationor practice of the self-regulatoryorganization;

(l) regulating all aspects of the operation inTrinidad and Tobago of self-regulatoryorganizations which are organized underthe laws of another jurisdiction;

(m) regulating trading or advising in securitiesto prevent trading or advising that isfraudulent, manipulative, deceptive orunfairly detrimental to investors;

(n) prescribing categories or sub-categories ofissuers for purposes of the prospectusrequirements under the Act and classifyingissuers into categories or sub-categories;

(o) to facilitate, expedite or regulate thedistribution of securities or the issuing ofreceipts for prospectuses, including byestablishing—

(i) requirements in respect ofdistributions of securities by means ofa prospectus incorporating otherdocuments by reference;

(ii) requirements in respect ofdistributions of securities by means ofa simplified or summary prospectusor other form of disclosure or offeringdocument;

(iii) requirements in respect ofdistributions of securities on acontinuous or delayed basis;


(iv) provisions for the incorporation byreference of certain documents in aprospectus and the effect, includingfrom a liability and evidentiaryperspective, of modifying orsuperseding statements;

(v) requirements for the form of aprospectus certificate, includingproviding for alternative forms;

(vi) provisions for eligibility requirementsto obtain a receipt for, or distributeunder, a particular form of prospectusand the loss of that eligibility; and

(vii) provisions for rights of investors;(p) designating activities, including the use of

documents or advertising, in whichregistrants or issuers are permitted toengage or are prohibited from engaging inconnection with distributions;

(q) providing for exemptions from theprospectus requirements under the Act andfor the removal of exemptions from thoserequirements;

(r) prescribing the circumstances in which theCommission shall refuse to issue a receiptfor a prospectus and prohibiting theCommission from issuing a receipt in thosecircumstances;

(s) prescribing requirements in respect of thepreparation and dissemination and otheruse, by reporting issuers, of documentsproviding for continuous disclosure that arein addition to the requirements under theAct, including requirements in respect of—

(i) an annual report; and


(ii) supplemental analysis of financialstatements;

(t) exempting reporting issuers from anyrequirement of the Act under specifiedcircumstances, including that the reportingissuer is subject to oversight in adesignated foreign jurisdiction;

(u) requiring issuers or other persons tocomply, in whole or in part, with continuousdisclosure requirements under the Actmade in respect thereof;

(v) regulating the distribution, sale andtrading of asset-backed securities;

(w) prescribing requirements in respect offinancial accounting, financial reportingand auditing for purposes of the Act,including—

(i) defining acceptable accountingprinciples and auditing standards;

(ii) financial reporting requirements forthe preparation and dissemination offuture-oriented financial informationand pro-forma financial statements;

(iii) standards of independence and otherqualifications for auditors;

(iv) requirements respecting a changein auditors by a self-regulatoryorganization or a registrant; and

(v) requirements respecting a change inthe financial year of an issuer or in anissuer’s status as a reporting issuerunder the Act;

(x) regulating take-over bids and related partytransactions including issuer bids, insider


bids, and going-private transactions andvarying the requirements of the Act inrespect thereof, including—

(i) the level of acquisition of votingrights by a person or persons actingin concert at which an offer to allholders of securities of the class shallbecome mandatory and the conditionsapplying to such offers;

(ii) the requirements of the offeror andofferee issuers in respect ofinformation to be published tosecurity holders of both issuers;

(iii) the requirements as regardsequitable treatment of securityholders of the same class or cashalternatives in offers or both;

(iv) the timing of offer procedures andcirculation of documentation;

(v) conditions observable in the dealingof securities by the offeror or bypersons in concert during the offerperiod and the reporting to theCommission of dealings in the sharesof the offeree issuer during thetake-over period;

(vi) the minimum period within which anunsuccessful offer may not berenewed; and

(vii) requirements to protect minorityinterests;

(y) prescribing standards or criteria fordetermining when a material fact ormaterial change has occurred or has beenpublished;


(z) prescribing periods under or varying orproviding for exemptions from anyrequirement related to trading on materialnon-public information or marketmanipulation;

(aa) regulating collective investment schemesand all aspects of the distribution andtrading of the securities of collectiveinvestment schemes, including—

(i) varying the prospectus requirementsin the Act by prescribing additionaldisclosure requirements in respect ofcollective investment schemes andrequiring or permitting the use ofparticular forms or types ofprospectuses or additional offering orother documents in connection withthe collective investment schemes;

(ii) prescribing permitted investmentpolicy and investment practices forcollective investment schemes andprohibiting or restricting certaininvestments or investment practicesfor collective investment schemes;

(iii) prescribing requirements governingthe custodianship of assets ofcollective investment schemes;

(iv) prescribing minimum initial capitalrequirements for any collectiveinvestment schemes making adistribution and prohibiting orrestricting the reimbursement ofcosts in connection with theorganization of collective investmentschemes;

(v) prescribing matters affectingcollective investment schemes that


require the approval of securityholders of a collective investmentscheme or the Commission, including,in the case of security holders, thelevel of approval;

(vi) prescribing requirements in respectof the calculation of the net assetvalue of collective investmentschemes;

(vii) prescribing requirements in respectof the content and use of salesliterature, sales communications oradvertising, relating to the securitiesof collective investment schemes;

(viii) regulating sales charges imposedon purchasers of securities ofcollective investment schemes, andcommissions or sales incentives to bepaid to market actors in connectionwith the securities of collectiveinvestment schemes;

(ix) prescribing procedures applicable tocollective investment schemes andany other person in respect of salesand redemptions of collectiveinvestment scheme, securities andpayments for sales and redemptions;and

(x) prescribing requirements in respectof, or in relation to, promoters,managers, advisers or persons andcompanies who administer orparticipate in the administration ofthe affairs of collective investmentschemes;

(bb) prescribing requirements relating to thequalification of a registrant to act as aninvestment adviser to a collectiveinvestment scheme;


(cc) with respect to foreign issuers tofacilitate distributions, compliance withrequirements applicable or relating toreporting issuers, and the making oftake-over bids, issuer bids, insider bids,going-private transactions and relatedparty transactions where the foreignissuers are subject to requirements of thelaws of a designated foreign jurisdiction;

(dd) requiring or respecting the media, format,preparation, form, content, execution,certification, dissemination and other use,filing and review of all documents,instruments or information required underor governed by the Act and all documents,instruments or information determined tobe ancillary to the documents;

(ee) respecting the designation or recognition ofany person, or jurisdiction if advisablefor purposes of the Act, includingself-regulatory organizations;

(ff) respecting the conduct of the Commissionand its employees in relation to dutiesand responsibilities and discretionarypowers under the Act, including theconduct of investigations and examinationsand the conduct of hearings;

(gg) prescribing the fees payable to theCommission, including those for filing, forapplications for registration or exemptions,for trades in securities, in respect of auditsmade by the Commission, and in connectionwith the administration of this Act;

(hh) establishing requirements for, andprocedures in respect of the use of anelectronic or computer-based system for the


filing, delivery, furnishing or deposit of—

(i) documents, instruments orinformation required under orgoverned by the Act; and

(ii) documents, instruments orinformation determined to beancillary to documents requiredunder or governed by the Act;

(ii) to permit or require the use of anelectronic or computer-based system for thefiling, delivery, furnishing or deposit ofdocuments, instruments or informationrequired under, or governed by, the Act, ordetermined to be ancillary to suchdocuments, instruments or information;

(jj) prescribing the circumstances in whichpersons shall be deemed to have signed orcertified documents on an electronic orcomputer-based system for any purpose ofthis Act;

(kk) specifying the conditions under which anyparticular type of trade that would nototherwise be a distribution shall be adistribution;

(ll) to permit or require methods of filing ordelivery, to or by the Commission, issuers,registrants, security holders or others, ofdocuments, information, notices, books,records, things, reports, orders,authorizations or other communicationsrequired under or governed by this Act;

(mm) providing for exemptions from or varyingthe requirements under this Act in respectof amendments to prospectuses, orprescribing circumstances under which anamendment to a prospectus shall be filed;


(nn) regulating trading in securities that havebeen distributed but are not listed on asecurities market;

(oo) providing for standards in respect of thegovernance of market actors includingrequirements for directors;

(pp) establishing requirements for registrantsand self-regulatory organizations to appointaudit committees and prescribingrequirements relating to theirfunctions, responsibilities, composition, theindependence of their members, thequalifications of their members and theirreview of an audit;

(qq) prescribing, providing for exemptions from,or varying any or all of the periods in thisAct;

(rr) prescribing requirements in respect of afund to be maintained by a self-regulatoryorganization under this Act, including the—

(i) participants in a fund;

(ii) contributors to a fund;

(iii) amount of contributions to a fund;and

(iv) claimants, or class of potentialclaimants, in a fund;

(ss) prescribing requirements in respect ofpreparation and dissemination ofcontinuous disclosure or other documents orinformation to holders of debt securities ofa reporting issuer;

(tt) prescribing requirements in respect ofderivatives including determining when acontract or an instrument is or is not aderivative;


(uu) prescribing requirements in respect of theestablishment, recognition, registration andregulation of securities markets; and

(vv) prescribing requirements in respect of theregistration and regulation of financialgroups.

(2) In addition to subsection (1), the Ministermay, on the recommendation of the Commission, makeBy-laws in respect of any other matter necessary forcarrying out the purposes of this Act.

(3) By-laws made under this Act shall be subjectto negative resolution of Parliament.

(4) The Commission may establish a committeeunder section 16 to administer the By-laws madeunder subsections (1) and (2) and may make rules forthe conduct of the business of that committee.

149. (1) The Commission shall publish in the Gazette,two daily newspapers of general circulation in Trinidadand Tobago, or any regular periodical published by theCommission, at least thirty days before the proposedeffective date thereof—

(a) a copy of any By-law that it proposes torecommend to the Minister;

(b) a concise statement of the substance andpurpose of the proposed By-law; and

(c) a reference to the authority under whichthe By-law is proposed.

(2) After a proposed By-law is published inaccordance with subsection (1), the Commission shallafford a reasonable opportunity to interested persons tomake representations in writing with respect to theproposed By-law.


Publication ofproposed by-laws

(3) The Commission, where it considers itappropriate, may afford a reasonable opportunity tointerested persons to make oral representations withrespect to the proposed By-law.

(4) The Commission is not required to complywith subsections (1) and (2) if—

(a) all persons who will be subject to the By-laware named and the information requiredby subsection (1)(a) to (c) is sent to each ofthem;

(b) the By-law only grants an exemption orrelieves a restriction and is not likely tohave a substantial impact on the interestsof persons other than those who benefitunder it;

(c) the By-law makes no material substantivechange in an existing By-law; or

(d) the Commission for good cause finds thatcompliance with subsections (1) and (2) isimpracticable or unnecessary and publishesthe finding and a concise statement of thereasons for it.

(5) Any person may petition the Commission torecommend the making, amendment or revocation of aBy-law.

(6) The Minister may, on the recommendation ofthe Commission, make urgent By-laws to regulateconditions in the market that require regulation as amatter of urgency, without following the processreferred to in subsections (1) to (3), which By-laws shallbe effective for ninety days, unless replaced byBy-laws issued pursuant to subsections (1) to (3).

Division 2—Investigations150. (1) The Commission may appoint a person to

conduct such investigations as it considers expedient—(a) to ascertain whether any person has

contravened, is contravening or is about tocontravene this Act; or


Investigations by theCommission

(b) to assist in the administration of securitieslaws or the regulation and supervision ofthe securities industry in anotherjurisdiction.

(2) A person appointed under subsection (1) mayexamine and inquire into—

(a) the affairs of a person in respect of whichthe investigation is being conducted,including any trades, communications,financial affairs, negotiations, transactions,investigations, loans, borrowings orpayments to, by, or on behalf of, or inrelation to, or connected with, the personand any property, assets or things owned,acquired, or alienated in whole or in part bythe person or by any other person acting onits behalf; and

(b) the assets at any time held, the liabilities,debts, undertakings and obligations at anytime existing, the financial or otherconditions at any time prevailing in or inrelation to or in connection with the personand any relationship that may at any timeexist or have existed between the personand any other person by reason ofinvestments, commissions promised,secured or paid, interest held or acquired,the loaning or borrowing of money, stock orother property, the transfer, negotiation orholding of securities or any otherrelationship.

(3) Notwithstanding any other written law aperson appointed by the Commission pursuant tosubsection (1) may examine and make copies of, or


remove from the premises, all such books, records anddocuments or other things relating to the subject of theinvestigation within the scope of subsection (2) whetheror not they are in the possession or control of the personin respect of which the investigation is ordered or of anyother person.

(4) Notwithstanding any other written law, aperson appointed by the Commission pursuant tosubsection (1) may, for the purposes of the examinationto be conducted under subsection (3), enter the place ofbusiness of any person or entity, for the purpose ofexamining or reviewing books, records, documents orother things relating to the subject of the investigationwithin the scope of subsection (2) during normalbusiness hours if the occupier of the place of businessconsents or pursuant to an order under subsection (5).

(5) Notwithstanding subsection (4), theCommission may, at any time if the circumstances sorequire, apply to a judge of the High Court for anex parte order authorizing a person appointed undersubsection (1) to enter the premises of a person at anytime to conduct an examination under subsection (3).

(6) A person appointed by the Commissionpursuant to subsection (1), shall provide theCommission with a full and complete written report ofthe investigation including any transcript of statementsand any material in his possession relating to theinvestigation.

(7) The Commission may publish a report orother information concerning an investigation underthis section, but if it intends to do so, it shall—

(a) provide a person against whom an adversefinding is to be made with fourteen daysnotice of the finding and an opportunity tobe heard in person or by counsel; and


(b) if practicable, provide a person who islikely to receive adverse publicity withadvance notice of the publication and areasonable opportunity to prepare aresponse prior to publication.

(8) Any book, record or document removed undersubsection (3) shall be returned to the person fromwhom or to the premises from which it was removed assoon as practicable.

(9) A statement made by a person incompliance with a requirement imposed by virtue of thissection shall not be used in evidence against him incriminal proceedings.

151. (1) Notwithstanding any other written law, ifthe Commission considers it necessary or desirable forthe purposes of performing or exercising its functions,powers, or duties under this Act or to assist in theadministration of securities laws or the regulation andsupervision of the securities industry in anotherjurisdiction it may, by written notice, served on anyperson, require the person—

(a) to supply to the Commission, within thetime and in the manner specified in thenotice, any book, record, document,information or class of information specifiedin the notice;

(b) to produce to the Commission, or to aperson specified in the notice acting on itsbehalf in accordance with the notice, anybook, record, document, information orclass of information specified in the notice(within the time and in the mannerspecified in the notice);

(c) if necessary, to reproduce, or assist inreproducing, in usable form, informationrecorded or stored in anyh book, record,document or class of documents specified in

Power to obtaininformation anddocuments


the notice (within the time and in themanner specified in the notice); or

(d) to appear before the Commission, or aspecified person, at a time and placespecified in the notice to provideinformation, either orally or in writing, andproduce any book, record, document or classof documents specified in the notice.

(2) Information supplied in response to a noticeunder subsection (1)(a) shall be—

(a) given in writing; and(b) signed in the manner specified in the notice.

(3) If a book, record or document is produced inresponse to a notice under subsection (1), theCommission, or the person to whom the book, record ordocument is produced may examine and make copies ofthe book, record or document or extracts thereof.

(4) The Commission may require a person to give,orally or in writing, information on oath or affirmationand may administer an oath or affirmation at any place.

(5) A person who provides information under thissection may be represented by counsel and may claimany privilege to which the person is entitled.

(6) Where a person who is required to attend orgive information fails or refuses to attend or provideinformation, the Commission may make an applicationto the High Court to compel the person to do so.

(7) Proceedings under this section shall be heldin camera.

(8) A statement made by a person in compliancewith a requirement imposed by virtue of this sectionshall not be used in evidence against him in criminalproceedings.

152. No person shall withhold, conceal, destroy orrefuse to produce any document, instrument, writing,


Restrictions onwithholding orconcealing

information or record required for the purpose of anexamination or investigation under this Act.

153. Notwithstanding any other written law, no dutyto which a person may be subject shall be regarded asbreached by reason of his communication in good faithto the Commission, of any information or opinion on amatter which is relevant to any function of theCommission under this Act, whether or not in responseto a request made by the Commission.

Division 3—Orders of the Commission154. (1) Where the Commission considers that—

(a) a security is being traded in connection witha distribution contrary to this Act;

(b) a prospectus contains a misrepresentation;(c) any of the circumstances specified under

this Act as the basis for a refusal to issue areceipt for a prospectus exists; or

(d) an issuer, selling security holder orregistrant fails to provide information,including financial statements relating tothe issuer or the distribution, that isreasonably requested by the Commission,

the Commission may order, subject to such conditions asit considers appropriate, that all trading in connectionwith the distribution, cease at the time and for theperiod specified by the Commission.

(2) Where the Commission considers that—(a) a material change relating to an issuer of a

security has not been published;(b) trading in a security or fluctuations in the

price of a security requires explanation;(c) a reporting issuer has failed to comply with,

or is in breach of, any provision of this Act;or


Protection ofpersons providinginformation

Power to order cessation of tradingor distributions

(d) it is otherwise in the public interest ornecessary for the protection of investors,

the Commission may order, subject to such conditions asit considers appropriate, that trading cease in respect ofany security at the time and for the period specified byit.

(3) Where the Commission considers that it is inthe public interest or necessary for the protection ofinvestors, it may make an order prohibiting, subject tosuch conditions as it considers appropriate, a personwho contravenes this Act from trading in securities orfrom trading a specified security.

(4) The Commission may make an order undersubsection (1) or (3) without giving a person directlyaffected by the order an opportunity to makerepresentations, but it shall provide an opportunity tomake such representations within fifteen days of themaking of the order, and the order shall remain in effectuntil a decision is made.

(5) The Commission may make an order undersubsection (2) without giving a person directly affectedby the order an opportunity to make representations,but it shall provide an opportunity to make suchrepresentations within fifteen days of the making of theorder and the order remains in effect until a decision ismade, unless the order was made pursuant tosubsection (2)(a), in which case, the Commission mayextend it until the material change is published andbecomes public.

(6) The Commission shall forthwith give notice ofan order under this section to—

(a) each person named in the order;(b) the issuer of the security specified in the

order;(c) any other person, the Commission believes

is directly affected by the order; and


(d) every registrant under section 51(1) if theorder is made pursuant to subsection (1)or (2),

and shall include the text of the order in a regularperiodical published by it, or in two daily newspapers ofgeneral circulation in Trinidad and Tobago.

(7) No person shall trade in contravention of anorder under this section.

155. (1) Where the Commission, on its own motion oron application by an interested person considers it to bein the public interest, it may order, subject to suchconditions as it considers appropriate that—

(a) a person comply with or ceasecontravening, or that the senior officers ofthe entity cause the entity to comply with orcease contravening—

(i) this Act;(ii) an order of the Commission; or

(iii) a rule, direction, decision or ordermade under a rule of a self-regulatoryorganization;

(b) a person not act as a senior officer of aregistrant or self-regulatory organization;

(c) a person—(i) be prohibited from disseminating to

the public, or authorizing thedissemination to the public of, anyinformation or record of any kinddescribed in the order;

(ii) be required to disseminate to thepublic, by the method described in theorder, any information or recordrelating to the business or affairsof the person that the Commissionconsiders should be disseminated; or


Orders in the publicinterest

(iii) be required to amend, in the mannerspecified in the order, anyinformation or record of any kinddescribed in the order beforedisseminating the information orrecord to the public or authorizing itsdissemination to the public;

(d) a registrant be reprimanded or that theregistration of a registrant be suspended orrevoked in accordance with section 57 or 58;

(e) any exemption contained in the Act notapply to any person permanently or applyfor such period as specified in the order;

(f) a market actor submit to a review of hispractices and procedures and institute suchchanges as may be ordered by theCommission;

(g) any person be reprimanded;(h) a person security, trade, distribution,

or registration be classified underPart III, IV or VI, and the requirementsappropriate to the class be applied;

(i) any person be exempted from anyrequirement of this Act; and

(j) any documents filed with anothergovernment agency be filed with theCommission.

(2) An order granting an exemption is effectiveagainst all persons but the Commission shall make anorder revoking or modifying such an order when it findsthat a determination reflected in it is no longerconsistent with the facts.

(3) The Commission shall forthwith give writtennotice of an order under this section to—

(a) each person named in the order; and


(b) any other person the Commission believesis directly affected by the order,

and shall include the text of the order in a regularperiodical published by it, or in two daily newspapers ofgeneral circulation in Trinidad and Tobago.

156. (1) Subject to subsection (2), and notwithstandingany other provision of this Act, where the Commission,after giving a person the opportunity to make oral orwritten representations, determines, that a person is inbreach of this Act or an order of the Commission andconsiders it to be in the public interest, the Commissionmay order the person to pay an administrative fine notexceeding five hundred thousand dollars.

(2) Notwithstanding subsection (1), a personwho is in breach of this Act solely by reason of his fail-ure to file or publish a document or instrumentrequired under this Act within the period prescribedshall be liable to pay an administrative fine of one thou-sand dollars per day for each day that the document orinstrument remains outstanding after the expiration ofthe time prescribed.

(3) The Commission may make an order impos-ing an administrative fine under subsection (2) for theperiod beginning on the day following the expiration ofthe prescribed period and ending on the day that thefine is paid.

(4) A person who files a document or instrumentwith the Commission after the expiration of the periodprescribed, may in writing request an opportunity tomake representations to the Commission in accordancewith subsection (1).

(5) Every administrative fine imposed by theCommission in the exercise of its powers under this Actshall be payable into the general revenue of Trinidadand Tobago and may be recovered by the State as a civildebt and for the purposes of the proof of such debt acertificate under the hand of the Chairman of the


Order foradministrative fine

Commission shall be receivable in evidence as sufficientproof of such debt.

157. (1) The Commission shall before making anadverse decision, finding or order provide a reasonableopportunity for each person or entity adversely affectedto make either oral or written representations and shallgive reasonable notice to each such person or entityincluding a—

(a) statement of the time within whichrepresentations shall be made;

(b) reference to the authority under which theorder may be made;

(c) concise statement of the case; and(d) statement that if the person fails to make

representations within the time referred toin paragraph (a), the Commission mayproceed without giving him further notice.

(2) Subsection (1) does not apply to—(a) an order that is administrative or

procedural;(b) an order that does not adversely affect the

rights or interests of any person; or(c) an interim order or other order that the

Commission may make under this Actwithout giving an opportunity to makerepresentation under this section.

(3) The standard of proof required to determineany question or issue before the Commission shall be ona balance of probability.

Division 4—Market Misconduct Proceedings

158. (1) If it appears to the Commission that marketmisconduct is taking place or has or may have takenplace, the Commission may conduct an investigationunder section 150.

Procedure for ordersof the Commission


Market misconductproceedings

(2) For the purposes of this Part, “marketmisconduct” means—

(a) breaches of sections 91, 92, 93, 94, 95, 96and 98, respectively;

(b) trading with knowledge of material non-public information contrary to section 100;

(c) disclosure of material non-publicinformation contrary to section 101;

(d) failure of a person to be registered inaccordance with Part IV;

(e) failure of an issuer to prepare, file andreceive a receipt from the Commission for aprospectus in connection with a distributionof securities contrary to section 73;

(f) the inclusion in a prospectus of amisrepresentation or the failure of aprospectus to comply with section 76(1);

(g) failure of a reporting issuer to comply withPart V, or making a misrepresentation inany document filed or required to be filedunder Part V, contrary to section 70; and

(h) a breach of any provision under Part VII.

(3) Where an investigator appointed pursuant tosection 150(1) reports to the Commission in accordancewith section 150(6) that based on his investigation hehas reasonable grounds to believe that any person hascommitted, is committing or is about to commit abreach of this Act, the Commission may conduct ahearing in accordance with section 159.

(4) Without limiting the generality ofsubsection (3), the purpose of proceedings institutedunder that subsection is for the Commission todetermine—

(a) whether any market misconduct has takenplace;


(b) the identity of any person who has engagedin market misconduct; and

(c) the amount of any profit gained or lossavoided as a result of market misconduct.

(5) Subject to subsections (6) and (7) theCommission may publish a report or other informationconcerning proceedings under this section.

(6) A person against whom an adverse finding ismade under this section may, within fourteen days ofbeing notified of the finding, file with the Commissionan objection to the publication of the report or otherpublication concerning the finding.

(7) Where an objection is filed undersubsection (6), the Commission shall provide the personwith an opportunity to be heard.

(8) The Commission may publish a report orother information concerning proceedings under thissection, but if it intends to do so it shall if practicable,provide a person who is likely to receive adversepublicity with advance notice of the publication and areasonable opportunity to prepare a response prior topublication.

(9) Where a response has been preparedunder subsection (8) the Commission may publish theresponse.

Division 5—Hearings

159. (1) The Commission shall, before making anorder, provide a reasonable opportunity for a hearing toeach person directly affected and shall give reasonablenotice to each such person and to any interested marketactor including a—

(a) statement of the time, place and purpose ofthe hearing;

(b) reference to the authority under which thehearing is to be held;


Conduct of hearings

(c) concise statement of the allegations of factand law; and

(d) statement that if the person fails to attendat the hearing, the Commission mayproceed without giving him further notice.

(2) The Commission may—(a) issue a subpoena or other request or

summons requiring a person to attend at ahearing, to testify to all matters relating tothe subject of the hearing, and to produceall records relating to the subject of thehearing that are in his possession or underhis control, whether they are located in oroutside Trinidad and Tobago; and

(b) require a person to give evidence orally or inwriting on oath or affirmation as it thinksnecessary.

(3) Notwithstanding subsection (2), no persongiving evidence before the Commission shall becompellable to incriminate himself, and every suchperson shall, in respect of any evidence given by himbefore the Commission, be entitled to all privileges towhich a witness giving evidence before the High Courtis entitled in respect of evidence given by him before theHigh Court.

(4) A hearing under subsection (1) shall be opento the public unless the Commission directs otherwise inorder to protect the interests of the persons affected, butif all persons directly affected and appearing so request,a hearing shall not be open to the public.

(5) A person who is entitled to notice of a hearingunder subsection (1) may be represented by counsel and,subject to rules made under section 21, may presentevidence and cross-examine witnesses at the hearing.

(6) A witness at a hearing under subsection (1)may be advised by counsel.


(7) The Commission may admit as evidence at ahearing any testimony or exhibit that it considersrelevant to the subject matter of the proceedings andmay take notice of any fact that may be judiciallynoticed and of any generally recognized scientific ortechnical fact, information or opinion within its area ofexpertise.

(8) The Commission shall make provision forall oral evidence presented at a hearing undersubsection (1) to be transcribed.

(9) The Commission shall—(a) make an order in writing and state the

findings of fact on which it is based and thereasons for it;

(b) send a copy of the order and reasons to eachperson entitled to notice under sub-section (1) and to each person who appearedat the hearing; and

(c) publish a copy of the order and reasons ora summary thereof in a periodical publishedby it or in at least two daily newspapers ofgeneral circulation in Trinidad and Tobagobut the Commission may omit the name ofan affected person from an order sopublished.

(10) Subsection (1) does not apply to—(a) an order that is essentially procedural;(b) an order that does not adversely affect the

rights or interests of any person;(c) an interim order or other order that the

Commission may make under this Actwithout holding a hearing under thissection; or

(d) an appointment that is made undersection 150.


Division 6—Appeals

160. (1) A person directly affected by a decision madeby a self-regulatory organization under section 43 mayappeal the decision to the Commission.

(2) The Commission may of its own motion reviewany decision made pursuant to authority delegatedunder section 8 or made by a self-regulatoryorganization under section 43 and shall provide areasonable opportunity to make representations andgive reasonable notice to each person, including aself-regulatory organization, directly affected by thedecision.

(3) On an appeal or review under this section, theCommission may, subject to sections 44(3), (4) and (5) inthe case of an appeal of any decision of a self-regulatoryorganization made under section 43, confirm thedecision or make such orders as it considersappropriate.

(4) A decision that is subject to appeal or reviewunder this section takes effect immediately, but theCommission may grant a stay pending an order of theCommission.161. (1) A person directly affected by an adverse

decision, finding or order of the Commission may appealto the High Court.

(2) No appeal of a decision of a self-regulatoryorganization under section 43 may be made under thissection unless the person affected has taken allreasonable steps available to appeal or obtain review ofthe decision pursuant to section 160.

(3) An order that is subject to appeal under thissection takes effect immediately, but the High Courtmay grant a stay pending the hearing of the appeal.

(4) The Commission is entitled to appear and beheard on the merits of an appeal under this section or onany other application to the High Court relating to theexercise by the Commission of its powers.


Appeals for review

Appeals to theHigh Court

(5) On an appeal under this section, the HighCourt may make or may direct the Commission to makeany order that the Commission is authorized to makeand which the High Court considers just and proper, orit may remand the case to the Commission for furtherproceedings subject to any conditions which the HighCourt thinks fit.

(4) The Rules Committee under the SupremeCourt of Judicature Act may, subject to negativeresolution of Parliament, make Rules governing appealsto the High Court.

Division 7—Orders of the High Court

162. (1) Where the Commission considers that aperson has failed to comply with or is in breach of thisAct or an order of the Commission, the Commissionmay, in addition to any other powers it may have, applyto the High Court for an order—

(a) directing the person to comply with or tocease the conduct which constitutes thebreach;

(b) directing senior officers of the entity tocause the entity to comply with or to ceasethe conduct which constitutes the breach; or

(c) to freeze the assets of the person or aportion of the assets of that person orentity.

(2) On application under subsection (1), theCourt may make any order it thinks fit including anorder—

(a) for restitution or disgorgement of profits;(b) restraining the conduct complained of;(c) requiring compliance with this Act or an

order;(d) requiring disclosure of any information;(e) setting aside a transaction relating to

trading in securities; or


Court order forenforcing compliance

(f) requiring the issuance or cancellation of asecurity or the purchase, disposition orexchange of a security.

(3) An order may be made under this section inrespect of a person, notwithstanding that a penalty hasalready been imposed on that person in respect of thesame non-compliance or breach.

163. (1) Where the Commission considers that it is inthe public interest or necessary for the protection ofinvestors to prevent—

(a) a person is or has been in breach of or hascontravened this Act; or

(b) a registrant or self-regulatory organizationwhose registration under this Act has beensuspended or revoked,

from dealing with property under his or its control ordirection, the Commission may apply to the High Courtand the High Court may appoint a receiver orreceiver-manager in respect of the property of theperson, registrant or self-regulatory organisation if it issatisfied that it is in the interests of investors or personswhose property is controlled by that person, registrantor self-regulatory organisation, creditors or securityholders of that person, registrant or self-regulatoryorganisation, or members of that person, registrant orself-regulatory organization to do so.

(2) Where the Commission intends to apply tothe High Court to appoint a receiver or receiver-manag-er in respect of the property of a financial institution,the Commission shall, before making the application,consult with the Inspector of Financial Institutions withregard to the proposed application.


Appointment ofreceiver orreceiver-manager

(3) The High Court may make an order undersubsection (1) on an ex parte application by theCommission for a period not exceeding fifteen days.

(4) The High Court may order a receiver orreceiver-manager appointed under this section toreceive such remuneration to cover its charges andexpenses from the registrant or self-regulatoryorganization and such remuneration shall be in suchorder of priority, in relation to existing charges as theHigh Court sees fit.

(5) The receiver or receiver-manager shallconduct its duties with the greatest economy compatiblewith efficiency and as soon as possible after itsappointment, file with the High Court, with a copy tothe Commission, a report stating its recommendedcourse of action in the circumstances.

(6) The receiver or receiver-manager, theCommission or any interested person may at any timeapply to the High Court for the cancellation of an ordermade under subsection (1) or (3).

(7) The provisions of the Companies Act relatingto a receiver or a receiver-manager shall apply to areceiver or receiver-manager appointed under thissection.

164. (1) The High Court may order the winding up ofa registrant or self-regulatory organization and appointa liquidator in accordance with the Companies Actsubject to the modification that the registrant orself-regulatory organization may also be ordered to bewound up on the petition of the Commission.

(2) A petition under subsection (1) shall not bepresented except by leave of the High Court, and suchleave shall not be granted unless—

(a) a prima facie case has been established tothe satisfaction of the High Court; and

(b) security costs for such amounts as the HighCourt may think reasonable is given.


Appointment ofliquidator

(3) In any case where a petition is made by theCommission to the High Court for the winding up of aregistrant or self-regulatory organization—

(a) the registrant or a self-regulatoryorganization shall remain in suspensionand shall not carry on business during thependency of the petition unless it isauthorized to do so by the High Court andexcept in accordance which conditions, ifany, as may be specified by the High Court;and

(b) the High Court, if it is of the opinion, aftersuch inquiry as it may consider necessary,that the registrant or self-regulatoryorganization—

(i) is not insolvent;(ii) is able to meet the requirements for

registration under this Act; and(iii) its continuation in business is not

likely to involve a loss to its clients,investors or members,

may permit the registrant or the self-regulatoryorganization to resume business either unconditionallyor subject to such conditions as the High Court mayconsider necessary in the public interest or the interestsof the clients, investors and other creditors of theregistrant or self-regulatory organization but shallotherwise order that the registrant or self-regulatoryorganization be wound up.

(4) In any case where an order of the High Courtis made, whether in pursuance of any petition madeunder this section or otherwise, for the winding up ofany registrant or self-regulatory organization or for theappointment of a receiver or a receiver-manager then,notwithstanding the provisions of any other law, suchperson as may be nominated by the Commission shall be


appointed as liquidator, receiver or receiver-manager,as the case may be.

(5) A registrant or self-regulatory organizationshall not pass a resolution for a voluntary winding up orcommence a voluntary winding up without firstapplying for the written approval of the Commissionand shall submit such documents and information asmay be prescribed.

(6) The Commission shall not provide theapproval referred to in subsection (5) unless it issatisfied that the voluntary winding up will be affectedin a manner that would not pose undue risks to clients,investors or members of the registrant orself-regulatory organization or adversely affect publicconfidence in the securities industry in Trinidad andTobago, and such approval may be subject to terms andconditions as may be prescribed.

(7) Where the Commission intends to apply tothe High Court to appoint a liquidator in respect of theproperty of a financial institution, the Commissionshall, before making the application, consult with theInspector of Financial Institutions with regard to theproposed application.

(8) The provisions of the Companies Act relatingto a liquidator shall apply to a liquidator appointedunder this section.

Division 8—Offences

165. (1) A person who—(a) makes a misrepresentation in

contravention of, or otherwise in relation to,this Act;

(b) makes a misrepresentation to any personappointed to conduct an investigation or anexamination under section 150 or 151; or


General offences

(c) contravenes section 36 or 73,commits an offence and is liable on conviction onindictment to a fine of two million dollars and toimprisonment for five years.

(2) A person who contravenes an order of theCommission commits an offence and is liable onconviction on indictment to a fine of five hundredthousand dollars and to imprisonment for two years.

(3) Reasonable reliance, including reliance ingood faith on the advice of an expert upon a statementof the law contained in—

(a) this Act;(b) a judgment or declaration by a Court; or(c) an order or publication of the Commission,

is a defence in a proceeding under this section.(4) An auditor who knowingly or recklessly

makes or provides a false or misleading audit report inrespect of financial statements which are required to befiled under this Act commits an offence and is liable onconviction on indictment to a fine of five hundredthousand dollars and imprisonment for two years.

(5) Where an auditor is convicted of an offenceunder subsection (4), the Commission may order, if it isin the public interest, and in addition to any other orderthat the Commission may make, that the auditor beprohibited from being the auditor of a market actor fora period not exceeding five years.

166. (1) Notwithstanding any other provision of thisAct, where a company has been convicted of an offenceunder this Act, then any senior officer who knowingly orrecklessly authorized, permitted or acquiesced in theoffence is also guilty of the offence and liable to thepenalty specified for it.

(2) Notwithstanding any other provision of thisAct, where a person has been convicted of an offenceunder this Act, then any supervisor of the individualwho knowingly or recklessly authorized, permitted or


Liability of seniorofficer

acquiesced in the offence is also guilty of the offence andliable to the penalty specified for it.

(3) Reasonable reliance, including reliance onthe advice of counsel, in good faith upon a statement ofthe law contained in—

(a) this Act;(b) a judgment or declaration by a Court; or(c) an order or publication of the Commission,

is a defence in a proceeding under this section.

(4) The appointment of a liquidator, receiver orreceiver-manager does not absolve any senior officer ofa company or supervisor of an individual convicted ofany offence under this Act from liability arising fromwilful neglect, fraudulent transactions, misuse of clientor investor funds or from any breach of the provisions ofthis Act.

167. (1) A person convicted of an offence under thisAct is liable, after the review and filing of a certificateunder this section, for the costs of the investigation ofthe offence.

(2) The Commission may prepare a certificatesetting out the costs of the investigation of an offence,including the time spent by its staff and any fees paid toan expert, investigator or witness.

(3) The Commission may apply to a Master orRegistrar of the Supreme Court to review the certificateunder the Civil Proceedings Rules, 1998 as if thecertificate were a bill of costs, and the Master orRegistrar shall review the costs and may vary them if heconsiders them unreasonable or not related to theinvestigation.

(4) The scales of costs in Part 67 of the CivilProceedings Rules, 1998 do not apply to a certificatereviewed under this section.


Costs

(5) After review, the certificate may be filed inthe High Court and may be enforced against the personconvicted as if it were an order of the High Court.

168. Subject to section 169, nothing in this Actprevents the Commission from referring any matter tothe Director of Public Prosecutions.

169. No report concluding that a person to whom thisAct applies has failed without reasonable justification tofulfil a duty or obligation under this Act shall be madeuntil reasonable notice has been given to such person ofthe alleged failure and the person has been allowed fullopportunity to be heard either in person or by anAttorney-at-law.

PART XIIREPEAL AND TRANSITIONAL PROVISIONS

170. (1) On the date of coming into force of this Act,the Commissioners of the former Commission shall bedeemed to be appointed under section 10 of this Act andshall continue as Commissioners of the Commissionunder and for the purposes of this Act for a termexpiring on the day on which their respectiveappointments would have expired under the former Actand—

(a) all the property, assets and rights and allthe liabilities and obligations to which theformer Commission was entitled or subjectare transferred to, vested in and conferredor imposed upon, as the case may be, theCommission, without further assurance andthe Commission shall have all powersnecessary to take possession of, recover, anddeal with such property and assets anddischarge such liabilities and obligations;

(b) every agreement, whether in writing or not,and every deed, bond or other instrument towhich the former Commission was a party


Referral of matters toDirector of PublicProsecutions

Notice of adversereport

Transitionalprovisions

or which affected the former Commission,whether the rights, liabilities andobligations under it could be assigned, shallhave effect as if the Commission were aparty to it or affected by it instead of theformer Commission and as if for everyreference in it to the former Commissionthere were substituted in respect ofanything to be done on or after such date ofcoming into operation, a reference to theCommission;

(c) any legal proceedings and investigationspending immediately before the coming intoforce of this Act to which the formerCommission was a party may be continuedas if the Commission was a party to thoselegal proceedings and investigationsinstead of the former Commission;

(d) any orders of the former Commission madeunder the former Act shall remain valid andin force under this Act;

(e) all funds and resources of the formerCommission which stand to the credit of theGovernment under the former Act or theformer Commission are transferred to andvest in the Commission;

(f) all officers and employees, whetherpermanent or temporary, of the formerCommission become the correspondingofficers and employees of the Commissionand continue in office for the period forwhich they were appointed by the formerCommission; and

(g) all superannuation benefits, pension rights,gratuities or other allowances which haveaccrued to an officer or employee, whether


Chap. 83:02

permanent or temporary, of the formerCommission shall be preserved and shallcontinue to accrue under the Commission.

(2) By-laws, guidelines and rules made under theSecurities Industry Act, in force at the commencementof this Act, remain in force until replaced by newBy-laws made pursuant to this Act.

(3) For the purposes of this section, “formerCommission” means the Trinidad and Tobago SecuritiesExchange Commission established under the formerAct.

171. The Securities Industry Act, is repealed.

172. (1) Section 2 of the Proceeds of Crime Act isamended in the definition of “financial institution” bydeleting the word “dealer” and substituting the words“broker-dealer, underwriter”.

(2) The Financial Institutions Act, 2008 isamended—

(a) in section 2(1)—(i) in the definition of “business of

securities”, by deleting the words“broker and dealer respectively, asdefined in the Securities IndustryAct” and substituting the words“broker-dealer as defined in theSecurities Act, 2012”;

(ii) in the definition of “relative” insertafter the word “parent” the words“grandparent,”; and

(iii) by deleting the definition of “security”and substituting the following:

“ “security” has the meaningassigned to it in the SecuritiesAct, 2012;”: and


Chap. 83:02 repealed

Consequentialamendment Chap. 11:27

Act No. 26 of 2008

(b) in Part II of the Third Schedule by deletingthe second item and substituting thefollowing:

Passed in the House of Representatives this 17th dayof December, 2012.

J. SAMPSON-MEIGUELClerk of the House


“The following personsregistered under theSecurities Act, 2012:

(a) a broker-dealer;

(b) an investmentadviser; or

(c) an underwriter

(a) the business ofr e p u r c h a s eagreements;

(b) lending and borrowingagainst securities asdefined in theSecurities Act, 2012;

(c) providing advicewith respect to aninvestment in, or thepurchase, sale orholding of, asecurity; and

(d) the business of anunderwriter asdefined under theSecurities Act,2012.”.

IT IS HEREBY CERTIFIED that this Act is one the Bill forwhich has been passed by the House of Representativesand at the final vote thereon in the House has beensupported by the votes of not less than three-fifths of allthe members of the House, that is to say by the votes of37 members of the House.

J. SAMPSON-MEIGUELClerk of the House

Passed in the Senate this 19th day of December, 2012.

N. ATIBA-DILCHANClerk of the Senate

IT IS HEREBY CERTIFIED that this Act is one the Bill forwhich has been passed by the Senate and at the finalvote thereon in the Senate has been supported by thevotes of not less than three-fifths of all the members ofthe Senate, that is to say by the votes of 22 Senators.

N. ATIBA-DILCHANClerk of the Senate


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