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Revised Laws of Saint Lucia (2023)

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1. Citation

These Rules may be cited as the Securities (Registration Statement) Rules.

PART 1 GENERAL PROVISIONS

2. Interpretation

3. Agreement to have the force of law

4. Amendment to agreement

5. Eastern caribbean securities regulatory commission

6. Funding of commission

PART 2 SECURITIES EXCHANGES

7. Restriction on establishment of securities exchanges

8. Eastern carribean securities exchange limited

9. Application for securities exchange licence

10. Grant of securities exchange licence

11. Suspension and revocation of securities exchange licence

12. Duties of holder of securities exchange licence

13. Rules of securities exchange

14. Amendment to rules of securities exchange

15. Fixing of trading and position limits

16. Power of commission to issue directions to securities exchange

17. Power of commission to require amendment to rules

18. Securities exchange to assist commission

19. Disciplinary action over members of a securities exchange

20. Closure of securities exchange in emergency

21. Restriction on use of titles relating to exchanges, markets, etc.

PART 3 CLEARING AGENCIES AND SECURITIES REGISTRIES

22. Interpretation

23. Licensing of clearing agencies

24. Application for clearing agency licence

25. Grant of clearing agency licence

26. Rules of clearing agency

27. Approval of amendments to rules of clearing agency

28. Alteration of facts disclosed in application

29. General conditions

30. Revocation and suspension of licence

31. Power of commission to issue directions

32. Duty to assist commission

33. Proceedings of clearing agency take precedence over laws of insolvency

34. Duty to report on completion of default proceedings

35. Net sum payable on completion of default proceedings

36. Enforcement of judgements over property subject to market charge

37. Participant to be party to certain transactions as principal

38. Securities deposited with clearing agency

39. Preservation of rights

40. Securities registries

41. Application for securities registry licence

42. Grant of securities registry licence

43. Application of sections 28 to 32 to securities registries

44. Eastern carribean central securities registry limited

45. Eastern carribean central securities depository limited

PART 4 LICENSING OF MARKET PARTICIPANTS

46. Licensing requirement

47. Broker dealers

48. Grant of broker dealer licence

49. Application for broker dealer licence

50. Limited service brokers

51. Grant of limited service broker licence

52. Application for limited service broker licence

53. Investment advisers

54. Grant of investment adviser licence

55. Application for investment adviser licence

57. Grant of custodian licence

58. Application for custodian licence

59. Non-application of sections 56 to 58

60. Grant of principal licence

61. Application for principal licence

62. Grant of representative licence

63. Application for representative licence

64. Accreditation of representatives

65. Power of commission to impose conditions

66. Revocation and suspension of licences

67. Power of commission to issue directions to licensees

68. Register of licensees

69. Notification of change in register particulars

70. Offences under this part

PART 5 CONDUCT OF SECURITIES BUSINESS

71. Standards of conduct

72. Business conduct regulations

73. Issue of contract notes

74. Short selling

75. Accounts to be kept by broker dealers and limited service brokers

76. Financial resources regulations

77. Failure to comply with financial resources regulations

78. Monitoring compliance with financial resources regulations

79. Customers' property

80. Insurance requirement

81. Auditor to be appointed

82. Audited accounts to be filed with commission

83. Auditor to report to commission in certain cases

84. Power of commission to appoint auditor

PART 6 REGISTERS OF INTEREST IN SECURITIES

85. Application of this part

86. Register of securities

87. Notice of particulars to commission

88. Production of register

89. Particulars of financial journalists

90. Extract of register

91. Interest in securities

PART 7 OFFERS OF CORPORATE SECURITIES

92. Offers of securities

93. Publication of prospectus

94. Contents of prospectus

95. Compensation for false or misleading prospectus

96. Continuing disclosure obligations of issuers

PART 8 REGISTRATION OF CORPORATE ISSUERS

97. Registration statement

98. Annual reports

PART 9 COLLECTIVE INVESTMENT SCHEMES

99. Interpretation

100. Custodian and management company of collective investment scheme

101. Custodian of collective investment scheme

102. Grant of custodian of collective investment scheme licence

103. Application for custodian of collective investment scheme licence

104. Managing property of a collective investment scheme

105. Grant of management company of a collective investment scheme licence

106. Application for management company of a collective investment scheme licence

107. Restrictions on promotion

108. Authorisation of schemes by commission

109. Regulation of collective investment schemes

110. Revocation of authorisation

111. Winding up

PART 10 INSIDER DEALING AND OTHER MARKET ABUSES

113. Inside information

114. Information “made public”

115. Offence of insider dealing

116. False trading

117. Price rigging

118. Market manipulation

119. Use of deceptive statements as inducements

120. Fraudulent transactions

121. False or misleading statement inducing securities transactions

122. Penalties for offences under sections 116 to 121

123. Liability to pay damages

PART 11 DISCLOSURE OF SHAREHOLDINGS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

124. Interpretation

125. Notification of interests of directors and substantial shareholders

126. Change in director's interest in securities

127. Obligation to notify acquisition or change in substantial shareholding

128. Extension to spouses and children

129. Register of interests of directors and substantial shareholders

130. Notification to securities exchange and commission

PART 12 INFORMATION, INSPECTION AND INVESTIGATION

132. Power of commission to call for information

133. Right to exchange information

134. Information relating to transactions

135. Power of commission to inspect

136. Power of commission to investigate

136A. Instituting disciplinary proceedings

137. Power of Commission to Require Production of Records and Documents Concerning Listed Companies

138. Remedy in cases of unfair prejudice by listed companies

139. Destruction of documents

140. Establishment of disciplinary committee

140A. Jurisdiction of Disciplinary Committee

141. Disciplinary Offences

PART 13 TAKEOVERS

142. Takeover Offers

143. When Companies Deemed to be Related

144. Conduct of Takeovers

PART 14 SELF REGULATORY ORGANISATIONS

145. Licensing Requirement

146. Grant of Self Regulatory Organisation Licence

147. Required Rules

148. Application of Other Sections to This Part

149. Appointment of Auditor

150. Keeping and Inspection of Records

152. Disputes between Member Companies

PART 15 UNCERTIFICATED SECURITIES

153. Transfer of Uncertificated Securities

PART 15A LISTING AND TRADING FOREIGN SECURITIES, LICENSING AND EXCHANGE MEMBERSHIP OF FOREIGN MARKET PARTICIPANTS

153A. Listing and trading foreign securities

153B. Application of other Parts

153C. Interpretation

153D. Approval of the Commission required

153E. Public offer

153F. Registration with the Commission

153G. Insider dealing and other market abuses

153H. Disclosure of shareholding of directors and substantial shareholders

153I. Application of Part 12

153J. Transfer and ownership of foreign securities

153K. Custodians and share registries for foreign securities

153L. Simplified listing and membership procedures in certain cases

PART 16 MISCELLANEOUS

155. Offences and penalties

156. Orders of the high court

157. Civil action

157A. Right of appeal

158. Winding up orders

159. Receiving orders

160. Regulations

163. Guidance notes

164. International identification numbers

SUBSIDIARY LEGISLATION

Securities (Conduct of Business) Regulations (Statutory Instrument 104/2001)

PART 1 PRELIMINARY

1. Citation and application

Securities (Accounting and Financial Statements) Regulations (Statutory Instrument 105/2001)

PART 1 PRELIMINARY

1. Citation and application

Securities (Prospectus) Regulations (Statutory Instrument 102/2001)

2. Interpretation

4. Form and content of prospectus

6. Advertisements in Connection with Public Offer

PART 1 GENERAL REQUIREMENTS

PART 2 THE PERSONS RESPONSIBLE FOR THE PROSPECTUS AND ADVISERS

PART 3 THE SECURITIES TO WHICH THE PROSPECTUS RELATES AND THE OFFER

PART 4 GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL

PART 5 THE ISSUER'S PRINCIPAL ACTIVITIES

PART 6 THE ISSUER'S FINANCIAL POSITION

PART 7 THE ISSUER'S ADMINISTRATION AND MANAGEMENT

PART 8 RECENT DEVELOPMENTS IN THE ISSUER'S BUSINESS AND PROSPECTS

Securities (Continuing Disclosure Obligations of Issuers) Regulations (Statutory Instrument 108/2001)

PART 1 PRELIMINARY

1. Citation and application

Securities (Licences and Fees) Regulations (Statutory Instrument 101/2001)

PART 1 PRELIMINARY

Securities (Collective Investment schemes) Regulations (Statutory Instrument 103/2001)

PART 1 PRELIMINARY

Securities (Discipline) Regulations (Statutory Instrument 107/2001)

PART 1 PRELIMINARY

Securities (Advertisements) Regulations (Statutory Instrument 106/2001)

2. Interpretation

3. Restrictions on advertising

4. Exceptions from restrictions on advertising

5. Advertisements to comply with Schedule

6. Advertisement directions

7. Advertisements to be copied to the Commission

8. Contravention

Securities (Minimum Capital Requirements) Regulations – Section 160 (Statutory Instrument 65/2003)

2. Interpretation

3. Minimum capital requirements

4. Reconstitution of capital

Securities (Uncertificated Securities) Regulations (Statutory Instrument 72/2003)

2. Interpretation

3. Keeping of registers of members

4. Keeping of register of debt securities

5. Effect of entries on registers

6. Rectification of registers

7. Recording by a share registry of transfers of securities

8. Recording of company liens on shares

9. Recording of charges on securities

10. Transmission of securities

11. Joint holders of securities

12. Notices of meetings

13. Re-materialisation

14. Duties of intermediaries

15. Access by issuers to records of a share registry

16. Keeping of records of approved forms

17. Opening times of a share registry

18. Approved forms

19. Power of Commission to issue directions regarding the transfer of registers of securities

20. Registry system security and capabilities

21. Defaults and contraventions

22. Transitional provisions

Securities (Foreign Securities and Intermediaries) Regulations (Statutory Instrument 39/2006)

PART 1 PRELIMINARY

Securities (Registration Statement) Rules (Statutory Instrument 111/2015)

2. Interpretation

3. Public company

4. Registration statement

5. Annual amendment of registration statement

Securities (Accounting and Financial Reports) Rules (Statutory Instrument 112/2015)