Section 118
of Securities Markets Order, 2013
Section 118
(2)
A registration statement shall contain all such necessary information as investors and their professional advisers would reasonably require, and reasonably expect to find there, for the purpose of making an informed assessment of -
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{a)
the assets and liabilities, financial position, profits and losses, and prospects of the issuer of the securities; and
(b)
the rights attaching to the securities, and "necessary information" means information which a person considering acquiring the securities of the kind in question would be likely to need in order not to be misled about any material facts which it is essential for him to know to make an informed assessment.
j3)
The Authority may by regulations prescribe that the registration statement contains such other information or documents as may be necessary in respect of-
{a)
the terms of the offering including, the identity of any underwriter and the method of the offering;
{b)
information about the business and operations of the issuer;
{c)
the identity of directors, senior management, promoters and auditors;
(d)
capitalisation and indebtedness of the issuer;
{e)
risk factors;
{f)
securities market data regarding any trading hisfory of the issuer's shares;
{g)
use of the proceeds of the offering;
{h)
pending litigation;
{i)
management discussion and analysis of the financial condition and results of the issuer's business operations;
{j) forecast of estimated profit or loss for the year ending immediately before the date of the prospectus and the year ending immediately after the date of the prospectus;
{k)
a certificate from the issuer's auditor stating any changes in directors and auditors during the last 3 years, indicating the reasons for any changes; and
(l)
audited financial statements for the years and periods as required by the Authority's regulations.
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{4}
The Authority may issue regulations in respect of the content of the advertisements and the public announcements in connection with the public offerings.
(5)
The issuer's senior management or persons performing similar functions must sign the registration statement which must be accompanied by a duly verified resolution of the board of directors of the issuer corporation. Any written consent of an expert named as having certified any part of the registration statement or any document used in that connection must also be filed with the
Authority.
(6)
Where the registration statement includes shares to be sold by selling shareholders, a written certification by such selling shareholders as to the accuracy of any part of the registration statement contributed to by such selling shareholders must also be filed with the Authority.
(7)
The Authority may request additional information and changes in the registration statement. The registration statement shall not become effective until the additional information or changes are received and they fulfil the requirements prov_ided for by the Authority.
(8)
The Authority may audit the financial statements, assets and other information of an issuer applying for registration of its securities whenever it thinks fit and it is in the interests of investor protection.
(9)
The Authority shall not approve, disapprove or otherwise express views on the merits or otherwise of particular securities.
(10)
Any person is prohibited from stating, directly or indirectly, that the
Authority has approved, authorised, certified or conducted research on the various merits or otherwise of a security or offering.
Debentures.