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Central Securities Depository Act,
2007
Act 733
ARRANGEMENT OF SECTIONS
Section
Establishment and functions of
central securities depository
1)
Establishment of a central
securities depository
2)
Application procedure
3)
Grant of application
4)
Conditions for grant of
application
5)
Alterations to central securities
depository rules by a depository
6)
Amendment of a central securities
depository rules by the Commission
7).
Functions of a central securities
depository
8
. Fees
9)
Appointment of participants for
central securities depository
10)
Directions by central securities
depository
11. Central securities depository
to provide assistance to the
Commission
Admitted and dematerialised
securities
12)
Issue of uncertificated or
demateria1ised securities
13)
Admittance of securities
14)
Verification of certificates and
transfer to a central securities
depository
15)
Trading of eligible securities
16)
Restriction on trade in eligible
securities "
17)
Receipt of certificates of
eligible securities for safe
custody
18)
Liability of a central securities
depository for loss or damage of
certificates
19)
Withdrawal ofimmobi1ised
securities
20)
Trading of securities withdrawn
from central securities depository
21)
Withdrawal of prescribed
securities prohibited
22)
Demateria1isation of securities
23)
Central securities depository to
maintain official record of
depositors
24)
Issuer not to issue certificates
in respect of demateria1ised
securities
25)
Effect of reference to records in
a central securities depository
26)
Application to collective
investment schemes
27).
Rules in respect of
demateria1ised securities
Securities accounts and records
28)
Dealers in book-entry securities
to hold securities account
29)
Issuance of statements of accounts
30)
Duty of central securities
depository to keep records and
accounts
31)
Audit of records and accounts
Securities transactions and
entries
32)
Evidence of transactions in
respect of deposited securities
33)
Provision of record of depositors
to issuers
34)
Depositor to be treated as member
or debenture holder
35)
Register of Depositors
36)
Termination and set-off
37)
Prohibition in dealings in book
-entry securities
38)
Public offer of securities
39)
Corporate actions
40)
Underwriters to open securities
accounts
41)
Charging of securities
42. Securities in or under
suspense
Security, secrecy and
investigation provisions
43)
Security measures
44)
Duty to maintain secrecy
45)
Permitted disclosures
46)
Regulation of access to computer
system
47)
Power of the Commission to require
production of records
48)
Power of Commission to enter and
search premises
49)
Disclosure to Commission
50)
Investigation by Commission
51)
Power of Court to make orders
Miscellaneous provisions
52)
Preservation of records and
accounts
53)
Guarantee Fund
54)
Falsification of records or
accounts
55)
Destruction, concealment, or
alteration of records
56)
Furnishing false or misleading
information
57)
Offences by bodies corporate
58)
General penalty
59)
Regulations
60)
Interpretation
61)
References
62)
Consequential amendments
THE SEVEN HUNDRED AND THIRTY-THIRD
ACT
OF THE PARLIAMENT OF THE REPUBLIC
OF GHANA
ENTITLED
THE CENTRAL SECURITIES DEPOSITORY
ACT, 2007
AN ACT to establish central
securities depositories to
regulate dealings in securities
and to provide for related
matters.
DATE OF ASSENT: 16th May, 2007
ENACTED by the President and
Parliament:
Establishment and functions of
central securities depository
Establishment of a central
securities depository
1. A central securities depository
may be established by a company
registered under the Companies
Code, 1963 (Act 179).
Application procedure
2. (1) A person who intends to
establish or operate a central
securities depository shall,
apply in writing to the
Commission.
(2) The application shall be in
writing and accompanied by central
securities depository rules made
by the applicant in a manner and
form prescribed by the Commission
and shall provide for
(i)
the proper and efficient
operation, management and
maintenance of the central
depository;
(ii) the clearing and settlement
service to facilitate buying,
selling and other dealings in
securities and the operations of
the depository service;
(iii) the confidentiality and
protection of information and
documents related to the affairs
of persons holding securities
accounts with the central
securities depository and the
securities accounts held by them;
and
(iv) any other information that
the Commission may prescribe.
Grant of application
3.
The Commission shall grant an
application in writing if it is
satisfied that
(a)
the proposed central securities
depository rules of the applicant
are rules approved by the
Commission,
(b)
the establishment and maintenance
of the central securities
depository, promote the positive
development of securities market
in the country, and
(c)
the interest of the public
dealings with securities, will be
served.
Conditions for grant of
application
4.
The Commission may, impose
conditions in relation to
(a)
the paid-up or authorised capital
of the depository, (b) the
shareholding of the members of the
depository,
(c)
the appointment of the board of
directors and management of the
depository, and
(d)
any other matters that the
Commission considers appropriate
in approving an application.
Alterations to central securities
depository rules by a depository
5.
(1) A depository shall not amend
its rules, except with the prior
approval of the Commission.
(2) A depository which intends to
amend its rules shall apply in
writing to the Commission.
(3) The Commission shall within
thirty days after receipt of the
application communicate its
decision in writing to the
depository.
Amendment
of a central securities
depository rules by the Commission
6.
(1) The Commission may amend the
central securities depository
rules after consultation with the
depository.
(2) The Commission shall in
writing specify any amendments
made and the date on which the
amendment shall come into force.
Functions of a central securities
depository
7.
A
depository shall
(a)
facilitate the admittance of
securities into the central
securities depository;
(b)
facilitate the deposit and
withdrawal of certificates in
respect of
securities admitted in the central
securities depository; (c)
facilitate the dematerialisation
of securities accounts;
(d) open,
maintain and close securities
accounts;
(e)
establish a proper and efficient
system for the verification,
inspection, identification and
recording of book -entry
securities with the central
depository;
(f)
facilitate the efficient transfer
of book-entry securities;
(g)
facilitate the efficient process
of cash payment in exchange for
securities;
(h)
facilitate the registration of
dealings in book -entry
securities;
(i)
operate securities accounts for
the handling of book-entry
securities and cash;
0)designate
one or more banks as a settlement
partner for the settlement of
funds in respect of transactions
cleared through a depository;
(k) facilitate the efficient
collection of fees and other
charges that may be required;
(1) guard against falsification of
any records or accounts required
to be kept or maintained under
this Act; and
(m)
perform other functions that are
necessary to ensure orderly
dealings· in admitted or
dematerialised securities, or as
the Commission may from time to
time prescribe.
Fees
8.
A
depository shall charge such fees
for its services and facilities as
approved by the Commission.
Appointment
of participants for a central
securities depository
9.
(1) A central securities
depository may appoint
participants comprising the
following in writing:
(a)
a
licensed dealing member of a stock
exchange,
(b)
a
registrar, custodian, stockbroker,
or a person licensed by the
Commission as a dealer in
securities,
(c)
a
unit trust scheme or mutual fund
licensed by the Commission,
(d)
a
person licensed by the Bank of
Ghana as a bank under the Banking
Act 2004, (Act 673) or as a
Non-Bank finanicial institution
under the Financial Institutions
(Non-Banking) Law 1993 (P.N.D.C.L.
328); (e) an institutional
investor, or
(f)
a body corporate of a type
prescribed by the Commission.
(2) A person shall not act as
participant of a depository unless
the person is duly appointed by
the relevant depository.
(3) A central securities
depository participant shall
(a)
perform functions approved for the
depository under the Central
securities depository rules, and
(b)
produce or make available to the
depository or to the Commission
when required, any information or
document relating to a securities
account.
Directions by central securities
depository
10.
(1) A depository may, give
directions to an issuer of
securities or a participant in
performing its functions under
this Act, and the issuer or
participant shall comply with the
directions.
(2) An issuer or participant who
fails to comply with directions
given by a depository commits an
offence and is liable on summary
conviction to a fine of not more
than five hundred penalty units or
a term of imprisonment of not more
than five years or t? both.
Central securities depository to
provide assistance to the
Commission
11.
(1) A depository shall provide
assistance to the Commission for
the performance of its functions.
(2) The Commission and its agents
shall have access to any part of
the premises of a depository at
reasonable times to ensure
compliance with this Act:"
Admitted and dematerialised
securities
Issue of uncertificated or
dematerialised securities
12.
(1) An issuer of securities to the
public may
(a)
issue a security in uncertificated
or dematerialised form where it is
authorised in its regulations and
authorised by a resolution of its
board of directors,
(b)
convert a certificated security
into an uncertificated security
where it is authorised in its
regulations and by a resolution of
its board of directors .
(2) A person may opt to hold a
certificated security or a
security in book entry form with
a depository.
(3) Where a person opts to hold a
security with a depository, the
issuer shall give to the
depository, details of the
allotted security.
(4) The depository shall on
receipt of details of the allotted
security enter it in its records
in the name of the allottee as the
beneficial owner of the security.
Admittance of securities
13.
(1) Subject to subsection (2), a
stock exchange may, after
consultation with a central
securities depository, prescribe
that any security
(a)
listed or quoted, or
(b)
proposed to be listed or quoted,
on the stock exchange, be admitted
by depositing the security with
the central securities depository.
(2) A stock exchange shall give
notice to the public of all
eligible securities prescribed by
it to be admitted into a
depository in respect of
securities listed or quoted on the
stock exchange.
(3) The deposit by a person of an
eligible security with a
depository participant shall be
considered to be a deposit of the
security with that central
depository.
(4) A central securities
depository shall hold securities
in book-entry form only.
Verification of certificates and
transfer to a central securities
depository
14.
(1) A depository or its
participant shall lodge the
certificate and instrument with
the issuer within the period
prescribed in the central
securities depository rules after
deposit of a certificate
representing an eligible security
and an instrument of transfer in
respect of that security.
(2) The issuer shall register the
transfer of the security in
respect of the certificates in the
name of the depository or its
nominee company on receipt of the
certificate and instrument.
(3) The issuer shall refuse
registration of the transfer where
(a)
the certificate is not a genuine
certificate or is a certificate
that has been reported lost or
destroyed, and
(b)
in relation to any security,
(i)
there has been a duplication in
the issue of the certificate
representing that security,
(ii) a certificate has been issued
in excess of the issued capital of
the issuer, or
(iii) the issuer has been served
with an order of a Court
prohibiting dealing in respect of
the security underlying the
certificate.
(4) The issuer shall, in any case
other than a case referred to in
subsection (3), cancel a
certificate and substitute in its
records the name of the depository
or its nominee as a registered
owner in respect of that security
and inform the depository.
(5) A depository shall enter the
name of the depositor in its
records as the beneficial owner.
(6) Where an issuer refuses
registration of a transfer, the
issuer shall serve on the
transferor and the central
securities depository, a written
notice giving reasons for the
refusal.
(7) An instrument of transfer
lodged with an issuer may be
registered in the name of a
depository or its nominee company.
(8) This section does not apply to
bearer securities.
Trading of eligible securities
15.
(1) This Act applies to trading in
eligible securities during the
period beginning on the day
immediately after the notification
date and ending on the admission
date. (2) A depository or
depository participant, shall
accept a certificate representing
an eligible security to be
admitted for the purpose of
settlement of any trade on a stock
exchange in accordance with the
central securities depository
rule.
(3) Section 14 shall apply to
depository agents and issuers with
whom the documents referred to in
subsection (2) of this section
have been lodged.
Restriction on trade in eligible
securities
16.
(1) A person shall not trade in
any eligible security on a stock
exchange, after the admission
date, unless the security has been
deposited with a depository in
accordance wi th this Act.
(2) Despite subsection (1), an
eligible security may be deposited
at the depository after the
admission date at any time subject
to the additional fees, that may
be imposed under the central
securities depository rules.
Receipt of certificates of
eligible securities for safe
custody
17.
(1) A depository may prescribe a
date by notice after which a
member of a stock exchange may not
receive a certificate representing
an eligible security for safe
custody.
(2) A depository shall give notice
to the public of the date
prescribed.
Liability of a central securities
depository for loss or damage of
certificates 18.
(1) A depository and its
participants are liable to a
depositor for any loss or damage
in respect of a certificate
deposited by a depositor with the
central securities depository or
depository participant.
(2) Despite subsection (1), a
depository is not liable for loss
or damage of a certificate the
transfer of which is not capable
of registration.
(3) Subsection (2) shall not
relieve a depository participant
from any obligation imposed on
the depository participant by the
rules of a stock exchange-in its
capacity as a member of the stock
exchange to effect buying-in
resulting from a refusal of an
issuer to register a transfer.
Withdrawal of immobilised
securities
19.
(1) A depositor may, withdraw a
security standing to the credit of
the depositor's securities account
on application to the depository.
(2) Where an application for the
withdrawal of a deposited security
is made and the appropriate
notification and withdrawal
documents are received by the
issuer or its share registry in
accordance with the rules of the
central securities depository, the
issuer or its share registry,
shall complete and deliver to the
central securities depository
certificates in connection with
the transfer of the securities
within 14 days after the date of
receipt of the withdrawal
documents to be forwarded to the
participant.
(3) Despite subsection (1)
withdrawals are not allowed for
government securities.
Trading of securities withdrawn
from central securities depository
20.
(1) A person shall not trade
securities withdrawn from a
depository on a stock exchange
unless the security is
re-deposited in a depository.
(2) A security which is
re-deposited with a central
securities depository shall not be
utilised to settle a transaction
which took place on a stock
exchange prior to the re-deposit
of that security.
(3) Section 15 relating to
eligible securities shall apply in
respect of a redeposited
security.
Withdrawal
of prescribed securities
prohibited
21.
(1) A person shall not withdraw
from a depository, security which
is prescribed as a dematerialised
security.
(2) A stock exchange may, with the
prior approval of the Commission,
restrict or prohibit the
withdrawal of a security or class
of securities which is listed or
quoted by the stock exchange for a
period and in a manner as it
considers appropriate.
(3) Where a stock exchange
restricts or prohibits the
withdrawal of bookentry
securities the stock exchange
shall
(a)
inform the depository of the
decision, and (b) give
notice to the public of
(i)
the book-entry securities
restricted or prohibited from
withdrawal, and
(ii) the period of the restriction
or prohibition.
Dematerialisation of securities
22.
(1) A depository may in
consultation with the Commission,
prescribe a period after which
securities or a class of
securities held or to be held by
the depository shall be
dematerialised in accordance with
the process laid down under the
central securities depository
rules.
(2) An issuer of a dematerialised
security shall be notified by the
depository, of the decision taken
in accordance with subsection (1).
(3) An issuer of a dematerialised
security shall
(i)
give notice to the public that the
security shall, on the
dematerialisation date, become a
dematerialised security; and
(ii) take necessary steps to amend
its Regulations, deed of
establishment, trust deed, or
enabling statute, as the case may
be, to comply with this Act and
the central securities depository
rules within a period stipulated
in the notice upon being notified
of the decision.
(4) A notice of dematerialisation
shall specify a dematerialisation
date of not less than one month
from the date of publication of
the notice.
Central securities depository to
maintain official record of
depositors
23.
(1) Every issuer of a security
prescribed as a dematerialised
security, shall on or after the
dematerialisation date
(a)
surrender the physical register of
members or debenture holders to
the depository, and
(b)
provide information to the central
securities depository of any
member or debenture holder who
appears in the appropriate
register as a holder of a
certificate not already admitted
by the depository.
(2) A depository shall maintain an
official Register which shall
include the name and particulars
of
(a)
each depositor with a security
credited to a securities account
held by the depositor, and
(b)
each member or debenture holder
whose name appear under the
appropriate register of members or
debenture holders of the company.
(3) Despite sections 32 and 96 of
the Companies Code relating to
register of members and debenture
holders, a record of depositors
maintained shall
(a)
contain information in
computerised record form; and
(b)
contain any other information as
may be required under the central
security depository rules.
(4) This section shall not apply
to any bearer security, or be
construed as making the depository
an agent of the issuer for the
purpose of providing registration
services.
Issuer not to issue certificates
in respect of dematerialised
securities
24.
An issuer shall not issue a
certificate in respect of a
dematerialised security after the
dematerialisation date.
Effect
of reference to records in a
central securities depository
25.
(1) With effect from the date of
dematerialisation and despite the
provisions of the Companies Code
or the Regulations of the issuer,
a reference in respect of a
dematerialised security to
(a)
a
register of members or debenture
holders including branch
registers, maintained by a company
under the Companies Code is a
reference to the record of
depositors maintained by the
depository,
(b)
a
transfer of shares or debentures
under the Companies Code is a
reference to a book-entry transfer
performed by the depository, and
(c) a certificate, or an
instrument of transfer
representing any security which is
used as prima facie evidence of
ownership of that security is a
reference to a statement of
account issued by the central
securities depository.
(2) Sections 32 and 96 of the
Companies Code shall not apply to
a dematerialised security.
Application to collective
investment schemes
26.
(1) With effect from the
dematerialisation date and despite
any provision in a trust deed of a
collective investment scheme, a
reference to
(a)
a
register of a collective
investment scheme, is a reference
to the record of depositors
maintained by the depository,
(b)
a
transfer of interest in a
collective investment scheme from
one investor to another, is a
reference to a book-entry transfer
by the central securities
depository, and
(c) a certificate issued as
evidence of an interest in a
collective investment scheme, is a
statement of account issued by the
depository.
Rules in respect of dematerialised
securities
27.
The Commission may prescribe rules
in respect of dematerialised
securities
(a)
to effect the replacement of
physical registers with book-entry
records where the dematerialised
security is a security other than
a share or debenture under the
Companies Code, or an interest in
a collective investment scheme,
and
(b)
to specify forms for recording
interest in securities standing to
the credit of any depositor before
the dematerialisation date.
Securities accounts and records
Dealers in book-entry securities
to hold securities account
28.
(1) A person shall not deal in
book-entry securities unless the
person holds a securities account
with a central securities
depository.
(2) A depository may establish
different types of securities
accounts for different classes of
persons or securities.
(3) An entry in a securities
account in respect of a
transaction shall
(a)
in the case of a securities
account established and maintained
directly by a central securities
depository be considered to have
been made by, or with the
authority of, the central
securities depository; and
(b)
in the case of a securities
account established through, and
maintained by a depository agent
on behalf of a depository, be
considered as having been made by,
or with the authority of, the
depository agent.
(4) A record of an entry in a
securities account in respect of a
transaction
in book-entry securities shall be
prima facie evidence of the
matters recorded.
Issuance of statements of accounts
29.
(1) A depository shall issue
statements of accounts to
depositors, in respect of
book-entry securities held by or
registered in the name of the
depository or its nominee company
for the depositors at a time and
in a manner prescribed.
(2) Despite subsection (1), a
depositor may, require the
depository to issue by written
notice to the depositor, a
statement of accounts in respect
of book-en try securities held by
or registered in the name of the
depository or its nominee company
on behalf of the depositor.
(3) A depository shall on receipt
of a written notice and upon
payment of charges which may be
imposed under the central
securities depository rules, issue
to the depositor the statement of
account required.
(4) A statement of accounts issued
under this section is evidence of
truth of the matters specified in
that statement of account.
Duty of central securities
depository to keep records and
accounts
30.
A
depository shall keep records and
accounts to show particulars of .
(a)
transfers of book-entry securities
to and from a securities account,
(b)
income received from commissions,
fees, charges and other sources,
and expenses, commissions, and
other payments made or paid by the
central securities depository, and
(c)
assets and liabilities including
contingent liabilities of the
central securities depository.
Audit of records and accounts
31. (1) A depository shall cause
an audit to be conducted in
respect of its records and
accounts at the end of each
financial year.
(2) The audit shall include a
verification of the accuracy of
the details shown in the records
and accounts.
(3) The depository shall submit a
copy of a duly certified audit
report to the Commission within
ninety days after the end of the
financial year.
(4) The Commission may, by notice
in writing, direct that an audit
be conducted of an aspect of or
all of a central depository's
operations at the expense of the
central security depository.
Securities transactions and
entries
Evidence of transactions in
respect of deposited securities
32. A transaction in respect of a
deposited security by a depositor
(a)
whether accompanied by an
instrument or not shall be by
entry in the securities account of
the depositor, and
(b)
shall include a deposit of an
eligible security and a trade or
transfer of a book-entry from a
securities account to another
securities account maintained by
the depository.
Provision of record of depositors
to issuers
33. (1) An issuer of a book-entry
security may by written notice
require a depository to furnish it
with a record of the depositors in
whose securities accounts,
securities are credited as at the
date of the notice.
(2) A record of depositors
(a)
required by an issuer shall be
issued by the depository within
the period specified in the notice
and in any case before the expiry
of a period specified under the
central securities depository
rules;
(b)
issued in response to a request
made by an issuer shall contain
the name, identity card, passport
number or company number and
statement or the number of
book-entry securities held in
favour of each depositor;
(c)
obtained by an issuer shall be
available for inspection by a
member of an issuer without the
payment of a fee but may be
inspected by any other person on
payment of a fee to the
depository, in respect of each
inspection.
(3) A member of an issuer or any
other person may require the
issuer to furnish him with a copy
of the record of depositors or a
part of it on the payment of a
fee, commensurate to the quantum
of information requested.
(4) The copy of the record of
depositors, or a part of it shall
be supplied t( the person who
required the copy within a period
of twenty-one days or within c .
longer period that the Commission
considers reasonable after the
date of receipt 0 the request by
the issuer.
Depositor to be treated as member
or debenture holder
34. (1) A depository shall be the
registered owner of a security for
the purposes of
effecting transfer of ownership of
that security on behalf of a
depositor.
(2) A depository as a registered
owner shall not have voting rights
or any other rights in respect of
securities held by it.
(3) A depositor of a book-entry
security whose name appears in the
recon of depositors is entitled to
rights, benefits, powers and
privileges and to liabilities
duties and obligations in respect
of the security as if the
depositor were a member or
debenture holder registered in an
appropriate register maintained by
the issuer 0 the security, in
accordance with the Companies Code
or any other law.
(4) Despite the Companies Code, a
depositor is not entitled to
attend general meeting of a
company, speak or vote at the
meeting unless the depositor' name
appears on the depository register
forty-eight hours prior to the
general meeting (5) A depository
or its nominee company shall not
have an interest i deposited
securities registered in its name,
or be a bare trustee.
(6) For the purpose of this
section, "deposited security" does
not include security specified in
the securities account as being in
suspension under this Act c rules
made by the Commission.
Register of Depositors
35. (1) Persons named as
depositors in a Register of De
positors shall, for the period
that the deposited securities are
entered against their names in the
Register b (a) members of
the company in respect of the
amount of deposited securities
entered against their respective
names in the Register c
Depositors; or
(b)
holders of the amount of the
issuer's deposited securities
other that shares entered against
their names in the Register of
Depositors.
(2) This Act shall not affect
(a)
the obligation of a company to
keep a register of its members, an
allow inspection of the register
under the Companies Code;
(b)
the obligation of a company to
keep a register of holders (
debentures issued by the company
and allow inspection of the
register under the Companies Code;
(c)
the obligation of all issuer other
than a company to keep a register
( the holders of securities issued
by the issuer;
(d)
the right of a depositor to
withdraw documents showing title
to securities, from the depository
at anytime in accordance with the
central securities depository
rules and to register them in the
depositor's name; or
(e)
the enjoyment of a right, power or
privilege, or the imposition of a
liability, duty or obligation
under the Companies Code, or any
other enactment, instrument, or
Regulations of a company on a
depositor, as a member of a
company or as a holder of
debentures or securities, except
to the extent provided for in this
Act or prescribed by regulations
made under this Act.
Termination and set-off
36.
(1) The Central Securities
Depository may terminate its
agreement , (a) to clear or
settle securities transactions, or
(b)
to act as a depository for
securities
with an insolvent participant or
with a participant in respect of
whom insolvency or bankruptcy
proceedings are commenced.
(2) Where the central securities
depository terminates its
agreement, the depository may
(a)
set-off obligations between the
insolvent participant and the
depository in accordance with the
provisions of the agreement, and
(b)
if there is a net termination sum
owed to the depository by the
insolvent participant, the
depository shall be considered as
a creditor of the insolvent
participant in respect of that net
termination sum.
(3) The depository may realise
assets of the insolvent or
bankrupt participant because of a
pledge in favour of the central
securities depository or because
of the central securities
depository rules or guarantees
established by the depository in
accordance with the central
securities depository rules.
Prohibition in dealings in
book-entry securities
37.
A
depository shall not purchase,
acquire, or deal in book-entry
securities as principal other than
for a purpose and in a manner that
may be permitted by the
Commission.
Public offer of securities
38.
(1) Where a stock exchange or a
depository prescribes any
securities proposed to be listed
or quoted on a stock exchange to
be immobilised or dematerialised,
the issuer of the security shall
notify the public that the
security is prescribed in the
prospectus or other offer document
issued.
(2) Upon completion of the
allotment or allocation of the
security, the issuer or offer or
shall
(a)
confirm with the central
securities depository the record
of the successful applicants
together with information required
by the central securities
depository in order to make
appropriate entries in the
securities accounts of the
respective applicants, and
(b)
deliver to the central securities
depository the certificates, if
any, in denominations specified by
the central depository registered
in the name of the central
securities depository or its
nominee company.
(3) For the purposes of this
section
"offer or in relation to a
security" means the person
offering the security for sale.
"a reference to a security
proposed to be listed on a stock
exchange' means a reference to a
security which has been approved
by the Commission to be listed on
the stock exchange.
Corporate actions
39.
(1) Where an issuer, in relation
to book-entry securities
(a)
makes a bonus issue of shares by
way of an increase in its total
issued capital, or issue
securities because of a rights
issue or the conversion of debt
securities, or
(b)
issues securities because of an
exercise of a right or option to
acquire securities in the share
capital of the issuer.
the issuer shall notify the
central securities depository and
deliver to the central securities
depository
(i).
a confirmed list of the names of
the allottees for the purpose of
amendment of the securities
accounts held by the allottee, and
(ii) the appropriate certificates,
if any, in denominations that may
be specified by the central
securities depository registered
in the name of the central
securities depository or its
nominee company.
(2) A prospective allottee shall,
open a securities account with the
central: securities depository
before acquiring any security.
Underwriters to open securities
accounts
40.
A
person who intends to underwrite
securities proposed to be listed
on : stock exchange, or rights
issue in respect of a book-entry
security, shall open securities
account with the central
securities depository.
Charging of securities
41.
(1) Where a security deposited
with a depository is charged by a
depositor referred to as "the
charger" in favour of a person
referred to as "the chargee" the
chargee or the nominee of the
chargee shall create a security
interest in the security which is
the subject of the charge.
(2) A security interest in
deposited securities to secure the
payment of a debt or liability may
be created in favour of a chargee
upon the request of the chargee by
an instrument of charge in the
form prescribed under the central
securities depository rules
executed by the charger.
(3) Subject to this Act or to
rules made by the Commission, a
security interest shall not be
created in deposited securities.
(4) An instrument of charge that
creates a security interest in a
deposited security in favour of
another person shall be deposited
with the central securities
depository where the securities
charged are held, for
registration.
(5) The central securities
depository agent shall on receipt
of the instrument of charge
deposited register the instrument
in a register of charges
maintained by the central security
depository.
(6) If a charge over a deposited
security is being discharged or
released, the central securities
depository or its agent, shall on
receipt of a notice of the charge
confirm the discharge or release
and transfer the deposited
security into the securities
account of the charger.
(7) This section shall not
(a)
apply to floating charges,
(b)
affect the validity and operation
of floating charges in respect of
deposited securities created under
any law, and
(c)
be construed to require the
central securities depository to
monitor, protect or give effect to
an agreement or memorandum made
between the charger and the
chargee in respect of a charge;
but the central securities
depository or its agent, may
require the charger or chargee to
provide a supporting document
ofthe charger on the creation of
the security interest by way of
the charge.
Securities in or under suspense
42.
(1) A depository may specify a
deposited securities account to be
in suspense
(a)
where the transfer of the security
in the name of the central
securities depository or its
nominee company is not registrable
by the issuer, (b) where an
application for withdrawal of the
security has been made by a
depositor, or
(c)
in circumstances prescribed by the
depository under the central
securities depository rules.
(2) A depository may specify that
a book-entry security in a
security account is under suspense
(a)
where there is a need for the
central securities depository to
restrict the transfer, charge or
mortgage of the security in the
event of an objection or
investigation made in accordance
with the central securities
depository rules, and
(b)
where the depository has been
instructed to restrict the
movement of book -entry transfers
by the Commission or by a court of
competent jurisdiction.
Security, secrecy and
investigation provisions
Security measures
43.
Each depository and its depository
agent shall take reasonable
measures to protect information
and documents related to the
affairs of depositors and in
particular, related to their
securities accounts, against
unauthorised access by persons.
Duty to maintain secrecy
44.
(1) Subject to this Act, a
director, officer, employee or
agent ofa central securities
depository or any other person who
has access to information or
document related to the affairs
of a depositor and securities
accounts of a depositor shall not
disclose the information or the
contents of a document to another
person.
(2) A person who has information,
which to that person's knowledge
was disclosed in contravention of
subsection (1) shall inform the
depository of the disclosure.
(3) A person who contravenes this
section commits an offence and is
liable on summary conviction to a
fine of five hundred penalty units
or imprisonment for a term of not
less than three years, or to both.
Permitted disclosures
45.
A
person shall not disclose
information or a document in
respect of deposited securities to
another person except
(a)
if the depositor, the depositor's
authorised agent or personal
representative, has given
permission in writing for the
disclosure, (b) in a case
where the depositor is declared
bankrupt, or, if the depositor is
a company or body corporate, that
depositor is being or has been
wound up in Ghana or in any
country outside Ghana;
(c)
for the purpose of instituting
civil proceedings or in the course
of any civil proceedings
(i)
between a depository or its agent
and a depositor relating to the
securities account of the
depositor, or
(2) A depository may specify that
a book-entry security in a
security account is under suspense
(a)
where there is a need for the
central securities depository to
restrict the transfer, charge or
mortgage of the security in the
event of an objection or
investigation made in accordance
with the central securities
depository rules, and
(b)
where the depository has been
instructed to restrict the
movement of book -entry transfers
by the Commission or by a court of
competent jurisdiction.
Security, secrecy and
investigation provisions
Security measures
43.
Each depository and its depository
agent shall take reasonable
measures to protect information
and documents related to the
affairs of depositors and in
particular, related to their
securities accounts, against
unauthorised access by persons.
Duty to maintain secrecy
44.
(1) Subject to this Act, a
director, officer, employee or
agent of a central securities
depository or any other person who
has access to information or
document related to the affairs
of a depositor and securities
accounts of a depositor shall not
disclose the information or the
contents of a document to another
person.
(2) A person who has information,
which to that person's knowledge
was disclosed in contravention of
subsection (1) shall inform the
depository of the disclosure.
(3) A person who contravenes this
section commits an offence and is
liable on summary conviction to a
fine of five hundred penalty units
or imprisonment for a term of not
less than three years, or to both.
Permitted disclosures
45.
A
person shall not disclose
information or a document in
respect of deposited securities to
another person except
(a)
if the depositor, the depositor's
authorised agent or personal
representative, has given
permission in writing for the
disclosure, (b) in a case
where the depositor is declared
bankrupt, or, if the depositor is
a company or body corporate, that
depositor is being or has been
wound up in Ghana or in any
country outside Ghana;
(c)
for the purpose of instituting
civil proceedings or in the course
of any civil proceedings
(i)
between a depository or its agent
and a depositor relating to the
securities account of the
depositor, or
(ii) between a central securities
depository or its agent and two or
more parties making adverse claims
to securities or monies in the
securities account of the
depositor, where the agent seeks
relief by way of interpleader,
(d)
to a person authorised to
investigate an offence in respect
of a depositor suspected to have
committed an offence in relation
to a securities account in a
depository;
(e)
to a central securities depository
for the purpose of compiling the
record of depositors under this
Act;
(j)
to an issuer in respect of a
record of depositors issued under
this Act;
(g)
to any member of an issuer or any
person in respect of a record of
depositors issued under this Act;
(h)
for the purpose of enabling or
assisting the Commission to
exercise a power conferred on it
under this Act or any other law;
(i)
for the purpose of enabling or
assisting the commission and the
Registrar to discharge their
functions under this Act;
OJ
to enable or assist a stock
exchange or clearing house of a
stock exchange to discharge its
duty, and
(k)
to enable or assist auditors of a
central securities depository and
its agent to discharge their duty.
Regulation of access to computer
system
46.
(1) A central securities
depository may give access to its
computer system to (a) its
agents,
(b)
a
stock exchange on which book-entry
securities are listed, (c)
a clearing house of a stock
exchange,
(d)
issuers, and
(e)
any other person as may be
prescribed by the Commission by
Regulations made under this Act.
(2) The Commission may, prescribe
rules, to provide for the extent
to which a user or class of users
can or cannot have access to the
system for the purpose of
regulating access to the computer
system of a central securities
depository.
(3) A person who
(a)
being a user, unlawfully gains
access or attempts to gain access
to a computer system of a central
securities depository,
(b)
unlawfully gains access, or
attempts to gain access to a
computer system of a central
depository, or
(c)
unlawfully interferes with,
impedes or attempts to interfere
with or impede, the operation of a
computer system of a central
securities depository'
(ii) between a central securities
depository or its agent and two or
more parties making adverse claims
to securities or monies in the
securities account of the
depositor, where the agent seeks
reliefby way of interpleader,
(d)
to a person authorised to
investigate an offence in respect
of a depositor suspected to have
committed an offence in relation
to a securities account in a
depository;
(e)
to a central securities depository
for the purpose of compiling the
record of depositors under this
Act;
(j)
to an issuer in respect of a
record of depositors issued under
this Act;
(g)
to any member of an issuer or any
person in respect of a record of
depositors issued under this Act;
(h)
for the purpose of enabling or
assisting the Commission to
exercise a power conferred on it
under this Act or any other law;
(i)
for the purpose of enabling or
assisting the commission and the
Registrar to discharge their
functions under this Act;
OJ
to enable or assist a stock
exchange or clearing house of a
stock exchange to discharge its
duty, and
(k)
to enable or assist auditors of a
central securities depository and
its agent to discharge their duty.
Regulation of access to computer
system
46.
(1) A central securities
depository may give access to its
computer system to (a) its
agents,
(b)
a
stock exchange on which book-entry
securities are listed, (c)
a clearing house of a stock
exchange,
(d)
issuers, and
(e)
any other person as may be
prescribed by the Commission by
Regulations made under this Act.
(2) The Commission may, prescribe
rules, to provide for the extent
to which a user or class of users
can or cannot have access to the
system for the purpose of
regulating access to the computer
system of a central securities
depository.
(3) A person who
(a)
being a user, unlawfully gains
access or attempts to gain access
to a computer system of a central
securities depository,
(b)
unlawfully gains access, or
attempts to gain access to a
computer system of a central
depository, or
(c)
unlawfully interferes with,
impedes or attempts to interfere
with or impede, the operation of a
computer system of a central
securities depository
commits an offence and is liable
on summary conviction to a fine of
seven hundred penalty units or to
a term of imprisonment not
exceeding five years or to both.
Power of the
Commission to require
production of records
47. (1) The Commission may give
directions in writing to (a)
a central securities
depository,
(b)
a
nominee of a central securities
depository, (c) a central
securities depository agent,
(d)
a
user,
(e)
a
person who is or has been an
officer or employee of a central
securities depository, or
(g)
an agent, advocate, solicitor,
auditor, or other person acting in
any capacity for or on behalf of a
central depository or its nominee
company, or a central securities
depository agent, or a user
to produce to the Commission
records or accounts related to the
business or affairs of a
depository agent, or user or
records or accounts required to be
kept by a central securities
depository under this Act.
(2) A reference in subsection (1)
to a business carried on by a
person includes a reference to a
business carried on by a person as
trustee.
(3) Where the Commission requires
the production of a record or
account and a person has a lien on
the record or account, the
Commission
(a)
may take possession of the records
or accounts and make copies or
extracts from it,
(b)
may require the other person or
any other person who is a party to
the compilation of the records or
accounts to make a statement
providing an explanation of the
records or accounts,
(c) may retain possession of the
records or accounts for a period
that the Commission may consider
necessary; and
(d)
shall permit the other person,
upon giving reasonable notice and
description of the record or
accounts, to have access to the
records or accounts which are in
the possession of the Commission.
(4) Where the Commission requires
the production of a record or
account and the records or
accounts are not produced, the
Commission may require a person
(a)
to state, where the records or
accounts maybe found, and
(b)
to identify the last person who
had custody of the records or
accounts and where that person may
be found.
(5) A power conferred by this
section to require a person to do
an act applies to an officer of a
body corporate.
(6) A person who fails to comply
with a requirement made under this
section commits an offence and is
liable on summary conviction to a
fine of five hundred penalty
units, and in the case of a
continuing offence is liable to a
penalty of ten penalty units for
each day that the offence
continues.
Power of Commission
to enter and search premises
48.
(1) The COmrr1ission shall enter
and search premises
(a)
where there is reasonable grounds
to believe that an offence under
this Act has been or is likely to
be committed, or
(b)
where a record or account which is
required to be produced in
compliance with a request by the
Commission, is being kept; and (i)
ifthe premises is occupied by a
depository or a user, inspect,
examine and operate the computer
system,
(ii) if the premises is occupied
by any other person, break open
and search any cupboard, drawer,
safe, box or other receptacle, and
where a computer system is
installed, inspect, examine and
operate the system, and
(iii) take possession of records,
documents or other material found
on the premises.
(2) A person who
(a)
obstructs or hinders the
Commission in the exercise of its
powers,
(b)
fails to give to the Commission
assistance that it may reasonably
require commits an offence and is
liable on summary conviction to a
fine of five hundred penalty units
or to term of imprisonment not
exceeding three years or to both.
Disclosure to Commission
49.
(1) The Commission may require a
depository or its agent to
disclose to the Commission
(a)
the acquisition or disposal of
deposited securities and the
nature of the instructions given
to the central securities
depository or its central agent in
respect of the acquisition or
disposal,
(b)
information regarding the disposal
of the securities account numbers
and entries made in the securities
account, and
(c)
the book-entry securities acquired
or disposed of by a depositor as
trustee for or on behalf of
another person, including the name
of the person and the nature of
instructions given to the
depositor in respect of the
acquisition and disposal.
(2) A person who, contravenes
subsection (1) commits an offence
and is liable on summary
conviction to a fine of five
hundred penalty units or to a term
of imprisonment not exceeding
three years or to both.
Investigation by Commission
50.
The Commission may conduct an
investigation if it suspects that
a person has committed or is about
to commit an offence under this
Act.
Power of court to make orders
51.
(1) If on the application of an
aggrieved party or a central
securities depository, it appears
to the Court that a person
(a)
has committed an offence under
this Act in relation to dealings
in deposited securities;
(b)
has contravened the central
security depository rules; or
(c)
is about to do an act in relation
to dealings in deposited
securities that constitutes an
offence under this Act or would be
a contravention of the central
securities depository rules the
court may make an order; (i) to
restrain a person from acting or
holding himself out as a
depository agent,
(ii) to restrain a person from
withdrawing or dealing with
bookentry securities specified in
the order,
(iii) compel a person to do or
refrain from doing an act, and
(iv) that it considers necessary.
(2) Before making an order, the
Court may direct that notice of
the application should be
(a)
served on the relevant parties,
and
(b)
published in a manner that is
considered appropriate.
(3) A person, who fails to comply
with an order made by the Court
commits an offence and is liable
on summary conviction to a fine of
five hundred penalty units or to a
term of imprisonment of not less
than three years or to both.
(4) The Court may in addition to
the penalty provided for charge a
person for contempt of court,
rescind, vary or discharge an
order made by it or suspend the
operation of the order.
Miscellaneous provisions
Preservation of records
and accounts
52.
A
central securities depository and
its agents shall preserve records
and accounts relating to the
depository for a period of six
years after closure of a
securities account, whether or not
they cease to carry on business
before the end of the seventh
year.
Guarantee Fund
53.
(I) A central securities
depository shall establish and
maintain a Guarantee Fund for the
purpose of providing an indemnity
against default in respect of
payments for or delivery of
securities by a depository
participant and of obligations of
participants towards the central
securities depository.
(2) The assets of the Guarantee
Fund consists of moneys accruing
to the Fund and contributions
specified in the central
securities depository rules.
(3) Where the central securities
depository has made payment from
the Guarantee Fund in relation to
a default, even if the central
securities depository is not a
counter party to the transaction
between selling and buying
participants, it shall be
subrogated to the rights and
powers of the participant not in
default for the purpose of the
seizure and sale of unpaid
securities and of operating the
Guarantee Fund.
Falsification of records
or accounts 54.
(1) A person who
(a)
records or stores, information
that is false or misleading;
(b)
falsifies, destroys or removes
(i)
information which is recorded or
stored by that person, (ii)
information which is prepared for
the purpose of being recorded or
stored,
(iii) information which is
prepared for use in compiling
records, and
(iv) information which is prepared
for use in recovering other
information,
in relation to a record or an
account required to be kept by a
depository or its agent under this
Act by means of a mechanical
device, an electronic device, or
any other device, commits an
offence and is liable on summary
conviction to a fine of not more
than five hundred penalty units or
to imprisonment for a term of not
more than three years or to both.
(2) A person who is responsible
for recording or storing
information but fails to do so
(i)
with intent to falsify any entry
made, or record intended to be
compiled from the information that
has been recorded or stored, and
(ii) knowing that the failure to
record or store the information
will render the information
recorded or stored, false or
misleading .
commits an offence and is liable
on summary conviction to a fine of
not more than five hundred penalty
units, or to imprisonment for a
term of not less than three years,
or both.
Destruction, concealment, or
alteration of records
55.
A person who
(a)
destroys, conceals, or alters a
record or account required to be
kept under this Act; or
(b)
sends, attempts to send or
conspires with another person to
send
out of Ghana any record or
account,
with intent to defraud a person,
or to prevent, delay or obstruct
the carrying out of an
examination, investigation or
audit, or the exercise of a power
under this Act, commits an offence
and is liable on summary
conviction to a fine of one
thousand penalty units or to a
term of imprisonment not exceeding
four years or to both.
Furnishing
false or misleading information
56.
A
person who furnishes information
which is false or misleading
(a)
for the purpose of, or in
connection with, any application
under this Act; or
(b)
in compliance with any requirement
imposed on that person under this
Act, commits an offence and is
liable on summary conviction to a
fine of five hundred penalty units
or to a term of imprisonment of
not more than three years.
Offences by bodies corporate
57.
Where an offence under this Act is
committed by a body corporate, a
director, or other officer of the
body corporate or a person acting
in that capacity is liable to have
committed that offence unless the
person proves that
(a)
the offence was committed without
the person's consent or
connivance; and
(b)
the person exercised diligence to
prevent the commission of the
offence having regard to the
nature of the person's functions
in that capacity and to other
circumstances.
General penalty
58.
A
person who contravenes a provision
of this Act for which a penalty is
not provided commits an offence
and is liable on summary
conviction to a fine of five
hundred penalty units or to a term
of imprisonment of not more than
three years or to both.
Regulations
59.
(1) The Minister may, on the
advice of the Commission, by
legislative instrument make
Regulations for matters necessary
for the effective implementation
of this Act.
(2) Despite the Statutory
Instruments Act, 1959 (No. 52)
Regulations made under this Act
may impose a penalty of not more
than two thousand five hundred
penalty units.
Interpretation
60.
(1) In this Act, unless the
context otherwise requires,
"access" in relation to a computer
system, means the placing of
information on that system and the
retrieval of information from that
system;
"admittance of securities date" in
relation to any eligible security,
means the date specified in the
notice given by a stock exchange
as being the last day on which the
eligible security may be traded on
a stock market of the stock
exchange unless such security has
been deposited with the central
depository;
"admittance of security" means a
security in which the underlying
certificate has been deposited
with and is held by a central
depository; "agent" means a
Central Securities Depository
agent;
"bank" mean a body corporate which
is issued with a licence in
accordance with the Banking Act
2004 (Act 673);
"bare trustee" means a trustee who
has no beneficial interest in the
subject matter of the trust;
"bearer security" means a security
the title to which is transferable
by delivery with or without
endorsement of the certificates
representing such securities;
"buying in" means the buying
effected by a security exchange,
according to the rules of the
stock exchange of securities which
a seller has failed to deliver on
a day fixed for settlement;
"charge" includes a pledge or a
mortgage;
"certificate" means a document
that is a document of title to a
security; "central depository
agent" in relation to any central
depository, means a
person appointed to be an agent of
that central depository; "central
securities depository" or
"depository" means a company
approved by the Commission to
establish and operate a system for
the central handling of
securities-
(i)
whereby the securities are
immobilised or dematerialised and
dealings in respect of those
securities are effected by means
of entries in securities accounts
without the physical necessity of
certificates; or
(ii) which permits or facilitates
the settlement. or registration of
securities transactions of
dealings in securities without the
physical necessity of
certificates; and
(iii) which provides other
facilities and services incidental
with the proceeding provisions;
"Commission" means the Securities
and Exchange Commission
established by the Securities
Industry Law 1993 (P.N.D.C.L. 333)
as amended;
"Companies Code" means the
Companies Code, 1963 (Act 179) as
amended;
"computer system" in
relation to a central depository,
means a computer system
established by a central
securities depository which forms
part of the system for the central
handling of securities and which
consists of
(i)
the central equipment comprising
hardware and software associated
with that hardware, located at the
premises of the central
depository, and
(ii) the terminals located at the
premises of the users.
"central securities depository
rules" includes the rules of a
central securities depository and
any other directions given from
time to time by a central
securities depository to any
person;
"dealer" means a dealer as defined
in the Securities Industry Law
1993 (P.N.D.C.L .333) as amended;
"dealing in securities" means
dealing in securities as defined
in the Securities Industry Law
1993 (P.N.D.C.L. 333) as amended;
"debt securities" means
debentures, bonds, notes, or other
similar instruments representing
or evidencing indebtedness whether
secured or otherwise;
"debenture" and "debentureholder"
means debenture and
debentureholder as defined under
the First Schedule to the
Companies Code;
"dematerialisation" means the
elimination of physical
certificates or decuments oftitle
that represent ownership of
securities so that securities
exist only as accounting records;
"dematerialisation date" in
relation to a dematerialised
security, means the date
prescribed by a central securities
depository as being the last day
on which a certificate
representing such security shall
not be recognised as first hand
evidence of ownership under the
Companies Code;
"dematerialised security" means a
security which has been prescribed
by the central securities
depository whereby the underlying
physical certificate is no longer
recognised as prima facie evidence
01 ownership under the Companies
Code;
"deposited security" includes a
security standing to the credit of
a security account ~hich is
transferable by way of book-entry
in the record of depositors and a
security in a securities account
that is in suspense "depositor" in
relation to any book-entry, means
a holder of a securities account;
.
"depository" means a central
securities depository;
"eligible security" means a
security which has been prescribed
by th,
Bank of Ghana or a stock exchange
to be admitted in with a central
securities depository;
"information" includes data
recorded in a form which can be
processed by equipment operating
automatically in response to
instructions given for a
particular purpose;
"institutional investor" means a
person whose ordinary course of
business is to hold, manage or
invest funds in connection with
retirement benefits, insurance
contracts, mortgage and savings
schemes and any funds or scheme in
the nature of a collective
investment scheme;
"issuer" in relation to a
security, includes the company,
corporation, government or body
corporate or unincorporated or
other person, which issued that
security, and any person
performing the functions of a
registrar for the issuer in
respect of the security;
"listed" means admitted to the
official list of a stock exchange
in Ghana and listing shall be
construed accordingly;
"listed security" means a
book-entry security listed on a
stock exchange in Ghana;
"market day" means any day during
which a stock exchange is open for
business;
"member" in relation to
(i)
a stock exchange, means a person
who is recognised as a member of a
stock exchange; and
(iii) a company, means a person
who is recognised as a member
of a company under the Companies
Code; "Minister" means the
Minister responsible for Finance;
"non-bearer security" means a
security other than a bearer
security; "notification date"
means the date on which is given
by a stock exchange; "official
list" in relation to a stock
exchange in Ghana, means a list or
lists specifying all securities
which have been listed for listing
on that stock exchange;
"prescribe" means prescribed by
regulations under this Act;
"record" in addition to a record
in writing, includes
(i)
a photograph;
(ii) a disc, tape, sound-track, or
other device in which sounds or
other data (not being visual
images) are embodied so as to be
capable (with or without the aid
of some other instrument) of being
reproduced from the disc, tape,
sound track or other device; and
(ill) a film, tape or other device
on which visual images are
embodied so as to be capable (with
or without the aid of some other
instrument) of being reproduced
there from, and any reference to a
copy of a record includes a film,
tape or other device;
(iv) in the case of a record
falling within paragraph (ii) but
not paragraph (iii) of this
definition, a transcript of the
sounds or other data embodied
therein;
(v) in the case of a record
falling within paragraph (iii) but
not paragraph (iv) of this
definition, a still reproduction
of the images embodied therein,
whether enlarged or not; and
(vi) in the case of a record
falling within both paragraphs
(ii) and (iii) of this definition,
the transcript of the sounds or
other data embodied therein
together with the still
reproduction of the images
embodied therein;
"Register of depositors" means a
record maintained by a central
securities depository to an issuer
which contains specified
particulars; "Registrar" means a
person appointed by an issuer to
perform the functions of a
registrar of its securities;
"securities" includes-
(i)
debentures, shares, bonds or notes
issued or proposed to be issued by
a body corporate and any right,
warrant or option in respect of
them,
(ii) bonds, treasury bills or
other loan instrument of the
Government of Ghana or of any
other country,
(ill) rights of interest, whether
described as units or otherwise
under a collective investment
scheme,
(iv) other rights, interests or
instruments that the Minister may,
by notice in the Gazette,
prescribe.
"securities account" means an
account established by a central
securities depository for a
depositor for the recording of
deposited securities and cash
balances, in respect of dealings
in the securities by the
depositor; .
"selling out" means the selling of
securities effected by a stock
exchange according to the rules of
the stock exchange, in which a
buyer has failed to accept and to
pay for when delivered on a day
fixed for the settlement;
"settlement partner" means a
commercial bank designated by a
depository participant to settle
its transactions with the central
securities depository;
"stock market" means a market
exchange or other place at which,
or a facility by means of which
securities are regularly offered
for sale, purchase or exchanged;
and
"user" means a central securities
depository agent, an issuer, a
stock exchange or another person
that may be prescribed by the
Commission who may be given access
to a computer system of a central
depository.
References
61.
A
reference in this Act to
(a)
writing includes any mode of
presenting or reproducing letters,
figures or marks in a visible
form, and
(b)
a
security being deposited or
required to be deposited with a
central
securities depository shall be
construed as a reference to a
deposit of (i) the certificate,
(ii) the instrument of transfer,
if any, or
(iii) any other document
representing the security, to the
central securities depository.
Consequential Amendments
62.
(1) The Securities Industry Law,
1993 (P.N.D.C.L. 333) as amended
by the Securities Industry
(Amendment) Act 2000 (Act 590) is
hereby further amended (a)
by the insertion of a new section
9 (c) as follows:
"to register, licence, authorise
or regulate, in accordance with
this Act or any regulations made
under it, stock exchanges,
investment advisers, unit trust
schemes, mutual funds, securities
dealers, central securities
depositories, and their agents,
and to control and supervise their
activities with a view to
maintaining proper standards of
conduct and acceptable practices
in the securities business;"
(b)
by the deletion of the following
from the definition of "dealer"
under section 142 of the
Securities Industry Law, 1993 (P.N.D.C.L.
333) as amended by section 12
(c) of the Securities Industry
(Amendment) Act, 2000 (Act 590).
"a person who performs the
functions of central securities
depository and / or provides
securities clearing and settlement
facilities".
(2) Section 52 of the Companies
Code is hereby repealed.
(3) Section 82 of the Companies
Code is hereby repealed.
(4) The First Schedule to the
Companies Code, is hereby amended
by the substitution of the
following for the definition of
the "Register"
"Register" includes a Register
maintained in electronic form and
saved on any device including a
disc, tape, or other device in
which sounds or other data are
embodied so as to be capable (with
or without the aid of some other
instrument) of being reproduced
from the disc, tape or other
device."
Date of Gazette
notification: 24th May, 2007 .
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