Financial Institution
SECURITIES ACT
CHAPTER 83:02
LAWS OF TRINIDAD AND TOBAGO
Act
*17 of 2012
Amended by
9 of 2014
*See Note on page 2
L.R.O.
Current Authorised Pages
Pages Authorised
(inclusive) by L.R.O.
1–350 ..
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Note on Subsidiary Legislation
This Chapter contains subsidiary legislation enacted under Act No. 32 of 1995, which has
been saved by Act No. 17 of 2012 and is attached as an Appendix to this Act.
Note on Consequential Amendments
Section 172 of this Act (No. 17 of 2012) amended both the Proceeds of Crime Act (Ch. 11:27)
and the Financial Institutions Act (Ch. 79:09). These amendments have been duly incorporated
into the respective Acts and section 172 deleted accordingly.
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CHAPTER 83:02
SECURITIES ACT
ARRANGEMENT OF SECTIONS
SECTION
PART I
PRELIMINARY
1. Short title.
2. Commencement.
3. Act inconsistent with Constitution.
4. Interpretation.
PART II
THE SECURITIES AND EXCHANGE COMMISSION
DIVISION 1—ESTABLISHMENT, FUNCTION AND POWER
5. Establishment of the Commission.
6. Functions of the Commission.
7. Powers of the Commission.
8. Delegation of powers.
9. Custody and use of seal.
DIVISION 2—MEMBERSHIP
10. Constitution of Commission.
11. Disqualification for appointment.
12. Term of office and remuneration.
13. Protection of Commissioners, employees or agents.
14. Confidentiality.
DIVISION 3—PROCEEDINGS OF COMMISSION
15. Meetings.
16. Committees.
17. Minutes.
18. Declaration of interest.
19. Co-operation with Central Bank and other agencies.
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20. Annual Report.
21. Regulation of business.
DIVISION 4—STAFF
22. Appointment of chief executive officer.
23. Appointment of experts.
24. Appointment of other staff.
25. Transfer of officers to the public service and vice versa.
26. Transfer on secondment.
DIVISION 5—FINANCIAL PROVISIONS
27. Funds and resources of the Commission.
28. Financial powers.
29. Application of funds.
30. Cash deposits and payments.
31. Accounts and audit.
DIVISION 6—FILING OF DOCUMENTS
32. Filing of documents with Commission.
33. Public availability of filed documents.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE
AND OTHER SELF-REGULATORY ORGANISATIONS
DIVISION 1—THE STOCK EXCHANGE AND THE CENTRAL
DEPOSITORY
34. Registration of Stock Exchange and Central Depository.
35. Rules of the Stock Exchange and Central Depository.
DIVISION 2—SELF-REGULATORY ORGANISATIONS
36. Registration of a self-regulatory organisation.
37. Registration requirements.
38. Application for registration.
39. Obligatory rules of governance.
ARRANGEMENT OF SECTIONS—Continued
SECTION
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40. Procedure on proposed amendment to rules of governance.
41. Power of Commission to require change in rules of governance.
42. Restriction on imposition of fees schedule.
43. Membership.
44. Application for review.
45. Delisting of securities.
46. Appointment of auditor.
47. Contingency fund of securities exchange.
48. Sanctions re: self-regulatory organisations.
49. Complaints re: self-regulatory organisations and person required to
be registered.
50. Dispute between members.
PART IV
REGISTRATION OF REGISTRANTS
51. Registration requirement.
52. Registration by the Commission.
53. Transitional provisions.
54. Requirements for substantial shareholders of registrants.
55. Termination and suspension of registered representative status.
56. Application for registration and continuing disclosure.
57. Issue of warning.
58. Revocation of registration.
59. Surrender of registration.
60. Offence.
61. Registration of reporting issuers.
62. Registration of securities.
PART V
DISCLOSURE OBLIGATIONS OF REPORTING ISSUERS
63. Annual reports.
64. Timely disclosure of material changes.
65. Annual financial statements.
66. Interim financial statements.
67. Filing and delivery of financial statements.
SECTION
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68. Proxy solicitation.
69. Exemptions for certain foreign issuers.
70. Offence.
71. Ceasing to be a reporting issuer.
PART VI
DISTRIBUTION
72. Definition and construction.
73. Prospectus required.
74. Advertising.
75. Delivery of prospectus.
76. Contents of prospectus.
77. Amended prospectus.
78. Expert’s consent.
79. Exemptions.
80. Exemptions for approved foreign issuers.
81. Resale restrictions.
82. Receipt for prospectus.
83. Commencement and cessation of distribution.
84. Post-distribution statement.
PART VII
MARKET CONDUCT AND REGULATION
DIVISION 1—STAMP DUTY
85. Exemption from stamp duty.
DIVISION 2—TRANSACTIONS CONDUCTED OTHER THAN
THROUGH A SECURITIES EXCHANGE
86. Trades conducted other than through a securities exchange.
DIVISION 3—RECORD-KEEPING AND COMPLIANCE REVIEWS
87. Record-keeping.
88. Provision of information to the Commission.
ARRANGEMENT OF SECTIONS—Continued
SECTION
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89. Compliance reviews.
90. Compliance directions.
DIVISION 4—MARKET MANIPULATION OFFENCES
91. False trading and artificial prices in a securities market.
92. Price rigging.
93. Dissemination of information containing a misrepresentation.
94. Securities market manipulation.
95. Use of fraudulent or deceptive devices.
96. Excessive trading.
97. Standard of conduct for registrants.
98. Restrictions on recommendation.
99. Offence.
DIVISION 5—INSIDER TRADING
100. Prohibition on use of material non-public information.
101. Prohibition on the disclosure of material non-public information.
102. Offence.
103. Transaction not void or voidable.
104. Exceptions to sections 100 and 101.
105. Defence not available.
106. Presumptions.
DIVISION 6—MARKET PRACTICES
107. Client accounts.
108. Registrant to send documents to beneficial owner.
109. Confirmation to be sent to client.
110. Notification to Commission.
111. Restriction on trading at residence.
112. Control of advertisement.
113. Seller of security to declare non-ownership.
114. Declaration as to short position.
115. Prohibition on use of name of another registrant.
116. Representation as to registration.
117. Approval of Commission not to be advertised.
SECTION
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PART VIII
SIMPLIFIED CLEARING FACILITIES
118. Application of Part.
119. Definitions.
120. Use of clearing agency as registered owner of security.
121. Transfer of securities through clearing agency.
122. Transfer by record entry participants.
123. Blocked account.
124. Effecting pledge by record entry.
125. Effecting blocked account by record entry.
126. Security subject to restriction.
127. Blocking account by Court order.
128. Limitation on rights of participants.
129. Withdrawal of security.
130. Issuer’s duty to request list of participants and beneficial owners.
131. Access to clearing agency records.
132. Incorrect entry by clearing agency.
133. Liability in extraordinary circumstances.
134. Application to Court to rectify records.
135. Participation by financial institutions.
PART IX
REPORTING BY PERSONS CONNECTED WITH ISSUERS
136. Reports by certain connected persons.
137. Disclosure of beneficial interest in share capital.
138. Offences.
PART X
CIVIL LIABILITY
139. Liability for misrepresentation in prospectus, damages.
140. Action by purchasers for rescission for misrepresentation in a
prospectus.
ARRANGEMENT OF SECTIONS—Continued
SECTION
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141. Liability for misrepresentation in other offering document.
142. Civil liability for trading contrary to section 100.
143. Civil liability for market misconduct offences.
144. Commission may seek leave to appear or intervene in an action.
145. Non-derogation of rights.
PART XI
GENERAL PROVISIONS AND ENFORCEMENT
DIVISION 1—GUIDELINES AND BYE-LAWS
146. Guidelines.
147. Consultation on proposed Guidelines.
148. Bye-laws.
149. Publication of proposed Bye-laws.
DIVISION 2—INVESTIGATIONS
150. Investigations by the Commission.
151. Power to obtain information and documents.
152. Restrictions on withholding or concealing.
153. Protection of persons providing information.
DIVISION 3—ORDERS OF THE COMMISSION
154. Power to order cessation of trading or distributions.
155. Orders in the public interest.
156. Order for administrative fine.
156A. Administrative fines may be imposed for certain offences.
156B. Jurisdiction and limitation.
157. Procedures for orders of the Commission.
DIVISION 4—MARKET MISCONDUCT PROCEEDINGS
158. Market misconduct proceedings.
DIVISION 5—HEARINGS
159. Conduct of hearings.
DIVISION 6—APPEALS
160. Appeals for review.
161. Appeals to the High Court.
SECTION
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DIVISION 7—ORDERS OF THE HIGH COURT
162. Court order for enforcing compliance.
163. Appointment of receiver or receiver-manager.
164. Appointment of liquidator.
DIVISION 8—OFFENCES
165. General offences.
166. Liability of senior officer.
167. Costs.
168. Referral of matters to Director of Public Prosecutions.
169. Notice of adverse report.
169A. Freedom of Information Act, Ch. 22:02 to apply.
PART XII
REPEAL AND TRANSITIONAL PROVISIONS
170. Transitional provisions.
171. Act No. 32 of 1995 repealed.
SCHEDULE.
APPENDIX.
ARRANGEMENT OF SECTIONS—Continued
SECTION
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CHAPTER 83:02
SECURITIES ACT
An Act to provide protection to investors from unfair,
improper or fraudulent practices; foster fair and
efficient securities markets and confidence in the
securities industry in Trinidad and Tobago; to reduce
systemic risk, to repeal and 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) of section 13
of the Constitution that an Act to which this section applies may
expressly declare that it shall have effect even though
inconsistent with sections 4 and 5 of the Constitution and, if any
such Act does so declare, it shall have effect accordingly:
And whereas it is provided by subsection (2) of the said
section 13 of the Constitution that an Act to which this section
applies is one the Bill for which has been passed by both Houses
of Parliament and at the final vote thereon in each House has
been supported by the votes of not less than three-fifths of all the
members of that House:
And whereas it is necessary and expedient that the provisions
of this Act shall have effect even though inconsistent with
sections 4 and 5 of the Constitution:
PART I
PRELIMINARY
1. This Act may be cited as the Securities Act.
2. This Act came into operation on 31st December 2012.
3. This Act has effect even though inconsistent with
sections 4 and 5 of the Constitution.
17 of 2012.
Preamble.
Short title.
Commencement.
408/2012.
Act inconsistent
with
Constitution.
*See section 2 for date of commencement.
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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 of subsection (2);
“Alternative Trading System” or “ATS” means a securities
market that—
(a) is not a quotation and trade reporting system or
a securities exchange; and
(b) does not—
(i) require an issuer to enter into an
agreement to have its securities traded on
the securities market;
(ii) provide, directly or through one or more
subscribers, a guarantee of a two-sided
market for a security on a continuous or
reasonably continuous basis;
(iii) set requirements governing the conduct
of subscribers, other than conduct in
respect of the trading by those subscribers
on the securities market; and
(iv) discipline subscribers other than by the
exclusion from participation in the
securities market;
“approved foreign issuer” means a foreign issuer—
(a) that is on the date of its application to be a
reporting issuer under section 61(1) or at the
date of its filing of a revised registration
statement under section 61(2), the equivalent of
a reporting issuer under the securities laws of a
designated foreign jurisdiction;
(b) that has been for the three years immediately
preceding the relevant date the equivalent of a
reporting issuer under the securities laws of a
designated foreign jurisdiction; and
(c) that is subject to foreign disclosure requirements;
(d) (Deleted by Act No. 9 of 2014);
Interpretation.
[9 of 2014].
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“approved rating” means an investment grade rating or higher
from a designated rating organisation;
“asset-backed security” means any security that is primarily
serviced by the cash flows of a distinct pool of
receivables or other financial assets, either fixed or
revolving, that by their terms convert into cash within a
finite time period, together with any rights or other assets
designed to assure the servicing or timely distribution of
proceeds to security holders;
“associate”, when used to indicate a relationship with any
person, means—
(a) an entity of which that person beneficially
owns or controls, directly or indirectly, either
shares or securities currently convertible into
shares, carrying twenty per cent or more of the
voting rights;
(b) a partner of that person acting on behalf of the
partnership of which they are partners;
(c) a trust or estate, in which that person has a
substantial beneficial interest or in respect of
which he serves as a trustee, legal
representative or in a similar capacity;
(d) a spouse or child of that person; or
(e) a relative of that person if that relative has the
same residence as that person;
“bank” has the meaning assigned to it in the Financial
Institutions Act;
“beneficial owner”, in relation to a security, means a person who
has beneficial ownership of the security although that
person may not be the registered owner of the security;
“beneficial ownership”, in relation to a security, means
entitlement to the benefits of ownership of the security and
includes direct ownership, ownership through a trustee,
legal representative, agent or other intermediary, and a
person shall be deemed to have beneficial ownership of a
security, including an unissued security, if the person is the
beneficial owner of a security convertible into the
Ch. 79:09.
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underlying security, or an option or right to purchase the
underlying security or securities convertible into the
underlying security—
(a) under all circumstances; or
(b) by reason of the occurrence of an event that has
occurred and is continuing;
“blocked account” means an account of a participant over which
a person other than the participant exercises control
pursuant to procedures established under section 123;
“branch office” means an office or place of business, whether in
Trinidad and Tobago or elsewhere, where a registrant
registered under section 51(1) conducts all or any part of its
business for which registration is required under this Act,
other than its principal place of business in Trinidad and
Tobago, but does not include an office established solely for
the purpose of—
(a) promoting the services of the registrant; or
(b) performing functions which are solely
administrative in nature;
“broker-dealer” means a person engaging in, or holding himself
out as engaging in, the business of—
(a) effecting transactions in securities for the
account of others;
(b) buying or selling securities for his own account
and who holds himself out at all normal times,
as willing to buy and sell securities at prices
specified by him; or
(c) such other activities as may be prescribed;
“business combination” means an amalgamation, merger,
arrangement, or similar transaction;
“business day” means any day on which institutions licensed
under the Financial Institutions Act are open for the conduct
of business in Trinidad and Tobago;
“Bye-law” means any bye-law made under section 148;
“Central Depository” means the Trinidad and Tobago Central
Depository Limited;
Ch. 79:09.
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“Chairman” means the Chairman of the Commission appointed
under section 10;
“clearing agency” includes the Central Depository and any
entity that—
(a) maintains records of trades of securities for the
purpose of settling claims for money and
securities;
(b) maintains records of transfers and pledges of
securities for the purpose of permitting
securities to be transferred by record entry;
(c) holds security certificates deposited with it for
the purpose of permitting securities to be
transferred by record entry;
(d) acts as an intermediary in paying funds or
delivering securities, or both, in connection
with trades and other transactions in securities;
(e) provides centralised facilities for the clearing of
trades and other transactions in securities,
including facilities for comparing data in
respect of the terms of settlement of a trade or
transaction; or
(f) provides centralised facilities as a depository
of securities,
but does not include a broker-dealer or financial institution
acting exclusively in the ordinary course of its business;
“cohabitant” has the meaning assigned to it in the Cohabitational
Relationships Act;
“collective investment scheme” means any arrangement with
respect to property of any description including money—
(a) the purpose or effect of which is to enable
persons taking part in the arrangement, whether
by becoming owners of the property or any part
of it, or otherwise to participate in or receive
profits or income arising from the acquisition,
holding, management or disposal of the
property or sums paid out of such profits or
income; and
Ch. 45:55.
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(b) that does not invest—
(i) for the purpose of exercising or seeking
to exercise control of an issuer, other than
an issuer that is itself a collective
investment scheme; or
(ii) for the purpose of being actively involved
in the management of any issuer in which
it invests, other than an issuer that is itself
a collective investment scheme;
“Commission” means the Trinidad and Tobago Securities and
Exchange Commission established under section 5;
“Commissioner” means any person appointed under section 10
as a Commissioner or temporary Commissioner;
“commodity”, in relation to a contract, means any produce, item,
goods or article and includes an index, right or interest in
such commodity of any nature as may be prescribed;
“communications” has the meaning assigned to it in the
Interception of Communications Act;
“contingency fund” means a fund established by a self-
regulatory organisation under section 47 created for the
purpose of compensating customers for losses resulting
from the insolvency, bankruptcy or default of a member of
the Stock Exchange;
“control”, in relation to an issuer, means the power of a person,
or persons acting jointly or in concert, by virtue of the
holding of securities of the issuer, or by virtue of any
agreement, arrangement, commitment or understanding
with any person or persons, to direct that the business and
affairs of the issuer be conducted in accordance with the
wishes of such person or persons, and is—
(a) deemed to exist where the person or persons
exercise control or direction over fifty per cent
or more of the voting power in, or in relation to,
that issuer; and
(b) presumed to exist where the person or persons
exercise control or direction over thirty per cent
or more of the voting power in, or in relation to,
that issuer;
Ch. 15:08.
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“control”, in relation to a security, is deemed to exist where—
(a) the person, directly or indirectly, directs the
trading or voting of the security;
(b) the security is owned by an issuer that the
person controls; or
(c) the security is owned by an affiliate of the
person or by an issuer that the person controls;
“derivative” means an option, swap, futures contract, forward
contract, or other financial or commodity contract or
instrument whose market price, value, delivery
obligations, payment obligations or settlement obligations
are derived from reference to or based on an underlying
interest (including a value, price, rate, variable, index,
event, probability or thing), but does not include any
contract or instrument that is prescribed not to be a
derivative or that by reason of Bye-law under section
148(1)(tt) is not a derivative;
“designated foreign jurisdiction” means a jurisdiction that is
declared to be a designated foreign jurisdiction under
subsection (9);
“designated rating organisation” means a rating organisation that
is declared to be a designated rating organisation under
subsection (9);
“director” means a director of a company or an individual
performing a similar function or occupying a similar position
for or in relation to an entity, including the trustee of 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 been redeemed, repurchased or otherwise
re-acquired by the issuer;
(c) by an underwriter, acting as underwriter, in
previously issued securities where such
securities—
(i) were not registered pursuant to this Act; and
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(ii) were purchased from the issuer by such
underwriter less than six months prior to
such trade; or
(d) in previously issued securities of an issuer
from the aggregate holdings of any person, or
combination of persons acting jointly, where
the number of securities of that class held by
the person, or combination of persons acting
jointly—
(i) enables or permits the person, or
combination of persons acting jointly, to
elect or appoint a majority of the board of
directors, or exercise control or direction
over the management or policies of the
issuer; and
(ii) is equal to thirty per cent or more of the
outstanding voting securities of the issuer,
whether or not in the course of any transaction or series
of transactions;
“entity” means a body corporate, trust, partnership, collective
investment scheme, fund or other unincorporated
enterprises or organisations;
“expert” means an attorney-at-law, engineer, accountant,
valuator or any other person whose profession or reputation
gives authority to a statement made by him;
“financial group” means a group of companies under common
control comprising a registrant and any other entity which
conducts material activities in at least one sector regulated
by the Central Bank of Trinidad and Tobago;
“financial institution” means a company licensed under the
Financial Institutions Act;
“Financial Intelligence Unit” means the Financial Intelligence
Unit established under section 3 of the Financial
Intelligence Unit of Trinidad and Tobago Act;
“financial reporting standards” means IFRS or such other
accounting standards that are declared to be financial
reporting standards under subsection (9);
Ch. 79:09.
Ch. 72:01.
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“foreign disclosure requirements” means the public disclosure
requirements to which a foreign issuer is subject by a
securities regulatory authority, securities commission or
securities exchange in a designated foreign jurisdiction;
“form of proxy” means a written or printed form that, upon
completion and signature by or on behalf of a security
holder, becomes a proxy;
“former Act” means the Securities Industry Act, repealed by
this Act;
“government entity” means the Government of the Republic of
Trinidad and Tobago, the Tobago House of Assembly, the
Central Bank of Trinidad and Tobago or any department or
agency thereof that is otherwise prescribed;
“ICATT” means the Institute of Chartered Accountants of
Trinidad and Tobago;
“IFRS” means International Financial Reporting Standards
issued by the International Accounting Standards Board and
as adopted by ICATT;
“Inspector” means the Inspector of Financial Institutions
appointed under the Financial Institutions Act, and includes
any person appointed to act temporarily for him;
“interim period” means a period commencing on the first day of
the financial year and ending three, six or nine months after
the start of the financial year or as otherwise prescribed;
“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 under subsection (9);
Ch. 83:02.
32 of 1995.
Ch. 79:09.
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“investment advice” means advice with respect to an investment
in, or the purchase, sale or holding of, a security;
“investment adviser” means a person engaging in, or holding
himself out as engaging in, the business of providing
investment advice, and includes a person that provides
investment advice to a manager of a collective investment
scheme;
“investment contract” includes any contract, transaction, plan,
scheme, instrument or writing, whereby a person invests
money or other property in a common enterprise with the
expectation of profit or gain based on the expertise,
management or effort of others, and such money or other
property is subject to the risks of the common enterprise;
“investment decision” means a decision to purchase, transfer,
hold or sell securities;
“issuer” means a person that has securities outstanding or issues,
or proposes to issue or distribute, a security;
“issuer bid” means an offer to acquire or redeem securities of an
offeree issuer made by the offeree issuer to any security
holder of the offeree issuer and includes a purchase,
redemption or other acquisition of securities of the offeree
issuer by the offeree issuer from any such person, but does
not include an offer to acquire or redeem debt securities that
are not convertible into securities other than debt securities;
“limited offering” means a distribution by a government entity or
private issuer where—
(a) following the completion of such distribution,
the number of security holders of the issue is
thirty-five or less persons not including senior
officers and employees or former senior officers
and employees of the issuer and its affiliates;
(b) the constituent documents of the distribution
contain provisions restricting the aggregate
number of security holders of the issue to
thirty-five persons or less not including senior
officers and employees or former senior officers
and employees of the issuer and its affiliates;
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(c) no selling or promotional expenses are paid or
incurred in connection with the distribution
except for professional services or services
provided by a registrant under section 51(1), (2)
or (5); and
(d) no general solicitation or advertising to market
the securities is used;
“management discussion and analysis” means a discussion and
analysis of the comparative financial statements by senior
officers of a registrant;
“manager of a collective investment scheme” means a person
who directs the business, operations or affairs of a
collective investment scheme;
“market actor” means—
(a) a registrant;
(b) a person exempted under this Act from the
requirement to be registered;
(c) senior officer, or promoter of a reporting issuer;
(d) a custodian, trustee, sponsor, manager,
administrator or such other persons performing
similar functions for a collective investment
scheme;
(e) a self-regulatory organisation;
(f) a designated rating organisation;
(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;
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(n) an auditor of a registrant or self-regulatory
organisation;
(o) a substantial shareholder of an entity registered
under section 51(1); or
(p) any other person or member of a class of
persons prescribed to be a market actor;
“material change” means—
(a) when used in relation to an issuer other than a
collective investment scheme, a change in the
business, operations, assets or ownership of an
issuer, the disclosure of which would be
considered important to a reasonable investor in
making an investment decision and includes a
decision to implement such a change made by
the directors of the issuer or other persons
acting in a similar capacity; or
(b) when used in relation to an issuer that is a
collective investment scheme, a change in the
business, operations or affairs of the issuer, the
disclosure which would be considered important
by a reasonable investor in determining whether to
purchase, sell or transfer or continue to hold
securities of the issuer, and includes a decision to
implement such a change made by the directors of
the issuer or the directors of the manager of the
issuer or other persons acting in a similar capacity;
“material fact” means, when used in relation to the affairs of an
issuer or its securities, a fact or a series of facts, the
disclosure of which would be considered important to a
reasonable investor in making an investment decision;
“material non-public information” means, in relation to
securities of a reporting issuer, any material fact or material
change that has not been published;
“Minister” means the Minister to whom responsibility for finance
is assigned and “Ministry” shall be construed accordingly;
“misrepresentation” means—
(a) an untrue statement of a material fact or
material change; or
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(b) an omission to state a material fact or material
change that is required to be stated or is
necessary to prevent a statement that is made
from being false or misleading in the
circumstances in which it is made;
“offeree issuer” means an issuer—
(a) whose securities are the subject of a take-over
bid, an issuer bid or an offer to acquire; and
(b) who has at least one security holder resident in
Trinidad and Tobago, whether or not the take-
over bid, issuer bid or offer to acquire is made
to a security holder resident in Trinidad and
Tobago;
“offer to acquire” includes—
(a) an offer to purchase, or a solicitation of an offer
to sell securities;
(b) an acceptance of an offer to sell securities,
whether or not such offer to sell has been
solicited,
or any combination thereof, and the person accepting an
offer to sell shall be deemed to be making an offer to
acquire from the person that made the offer to sell;
“participant” means a person who receives non-exclusive
service from a clearing agency or through another person
who acts as—
(a) a pledgee;
(b) a judgment creditor; or
(c) a beneficial owner,
for whom a blocked account in a clearing agency is
established;
“prescribed” means as prescribed in the Bye-laws;
“person” includes an entity;
“private issuer” means an issuer—
(a) that is not a reporting issuer;
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(b) whose securities, other than non-voting debt
securities—
(i) are subject to restriction on transfer; and
(ii) are beneficially owned by no more than
thirty-five persons, not including employees
and former employees of the issuer;
(c) that does not distribute securities in the
securities market on a frequent basis; and
(d) that meets such other requirements as may be
prescribed;
“promoter” means a person that takes the initiative in founding,
organising or substantially reorganising an issuer;
“proxy” means a completed and signed form of proxy by means
of which a holder of voting securities of an issuer appoints
a proxy holder to attend and act on his behalf at a meeting
of security holders;
“publication” includes any information disclosed, 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 radio broadcasting;
(f) by any information system or electronic device; or
(g) by any other means, whether mechanically,
electronically, magnetically, optically, manually
or by way of production or transmission of
light, image or sound, or by any other medium;
“published”, when used in relation to the disclosure of a material
fact or material change, means—
(a) published in two daily newspapers of general
circulation in Trinidad and Tobago; or
(b) made available to the public in such manner as
approved by the Commission;
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“purchase” includes—
(a) any acquisition of a security for valuable
consideration, whether the terms of payment
are on margin, installment or otherwise; and
(b) any act, advertisement, conduct or negotiation,
directly or indirectly, done in furtherance of
paragraph (a),
but does not include a transfer, pledge or encumbrance
of securities for the purpose of giving collateral for a
bona fide debt;
“quotation and trade reporting system” means a facility that
disseminates price quotation for the purchase and sale of
securities and reports of completed transactions in
securities for the exclusive use of subscribers, but does not
include a securities exchange, ATS or a registrant;
“rating organisation” means an organisation that issues ratings in
relation to the creditworthiness of an entity or the financial
obligations issued by an entity by employing either a
quantitative or qualitative model or both;
“records” means—
(a) books of account, bank accounts and other bank
records, correspondence, notes, memoranda
and any other books, accounts, documents, data
or information relating to the property or affairs
of a person; or
(b) data or information prepared or maintained in a
bound or loose leaf form or in a photographic
film form or entered or recorded by any system
of mechanical or electronic data processing or
any other information storage device that is
capable of reproducing any required
information in intelligible written or other
visual form, within a reasonable time;
“registered representative” means an individual required to be
registered under section 51(2);
“registrant” means a person registered or required to be
registered under Part IV;
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“relative”, in respect of any person, means the spouse, a
cohabitant as defined in the Cohabitational Relationships
Act, parent, grandparent, brother, sister, children, the
children of a cohabitational relationship, adopted children
and step-children of the person;
“reporting issuer” means an issuer—
(a) that was immediately before the coming into
force of this Act, a reporting issuer under the
former Act;
(b) that is registered or is required to be registered
under this Act as a reporting issuer;
(c) any of whose securities are listed on a registered
securities market; or
(d) whose existence continues or who comes into
existence following a takeover, business
combination or other reorganisation involving
an exchange of securities in which one of the
parties was a reporting issuer at the time of the
transaction,
but does not include a government entity or international
agency;
“right to acquire a security” means—
(a) a security convertible or exchangeable into
another security;
(b) a security carrying a warrant or right to acquire
another security; or
(c) a currently exercisable option, warrant or right
to acquire another security or security specified
in paragraph (a) or (b);
“sale” includes—
(a) a disposition of a security for valuable
consideration, whether the terms of payment are
on margin, instalment, or otherwise; and
(b) any act, advertisement, conduct or negotiation
directly or indirectly done in furtherance of
paragraph (a),
Ch. 45:55.
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but does not include a transfer, pledge or encumbrance
of securities for the purpose of giving collateral for a
bona fide debt;
“Secretary” means the Secretary of the Commission appointed
under section 24;
“securities exchange” means an entity which maintains or
provides—
(a) physical facilities where persons may meet to
execute trades in securities; or
(b) a mechanical, electronic or other system that
facilitates execution of trades in securities by
matching offers of purchase and sale,
and includes the Stock Exchange;
“securities market” means—
(a) a securities exchange, quotation and trade
reporting system, ATS; or
(b) any other person that—
(i) constitutes, maintains or provides a
market or facility for bringing together
buyers and sellers of securities;
(ii) brings together the orders for securities of
multiple buyers and sellers; and
(iii) uses established, non-discretionary methods
under which the orders interact with each
other and buyers and sellers entering the
orders agree to the terms of a trade;
“securities register” means a record or records maintained by or
on behalf of an issuer in which the securities issued by the
issuer are recorded showing with respect to each class or
series of securities—
(a) the name and address of each registered
security holder of the issuer;
(b) the number of securities held by each security
holder; and
(c) the date and particulars of the issue and transfer
of each security;
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“security” includes any document, instrument or writing
evidencing ownership of, or any interest in, the capital, debt,
property, profits, earnings or royalties of any person and
without limiting the generality of the foregoing, extends to—
(a) any bond, debenture, note or other evidence of
indebtedness;
(b) any share, stock, unit, unit certificate,
participation certificate, certificate of share or
interest;
(c) any document, instrument or writing
commonly known as a security;
(d) any document, instrument or writing
evidencing an option, subscription or other
interest in or to a security;
(e) any investment contract;
(f) any asset-backed security;
(g) any document, instrument or writing
constituting evidence of any interest or
participation in—
(i) a profit-sharing arrangement or
agreement;
(ii) a trust; or
(iii) an oil, natural gas or mining lease, claim
or royalty or other mineral right;
(h) any agreement under which the interest of the
purchaser is valued for the purposes of
conversion or surrender by reference to the
value of a proportionate interest in a specified
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, or bank letter
of credit;
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(iii) a certificate or document constituting
evidence of any interest in a deposit
account with—
(A) a financial institution;
(B) a credit union within the meaning of
the Co-operative Societies Act;
(C) a registrant under the Insurance
Act; or
(iv) a contract of insurance;
“self-regulatory organisation” means—
(a) a clearing agency;
(b) securities exchange;
(c) an association of market actors registered or
required to be registered under this Act; or
(d) such other entity, that sets standards for, or
monitors the conduct of its members or
participants relating to, trading in, or advising
on securities;
“senior officer” means the members of the board of directors of
an entity, the managing director, the chief executive officer,
chief operating officer, the deputy managing director, the
president, the vice-president, the secretary, the treasurer, the
chief financial officer, the financial controller, the general
manager, the deputy general manager, corporate secretary,
chief accountant, chief auditor, chief investment officer,
chief compliance officer and chief risk officer of an entity
or any other individual who performs functions for an entity
similar to those normally performed by an individual
occupying any such office;
“settlement assurance fund” means a fund established by a self-
regulatory organisation under section 47 to ensure
continuity in securities clearing and settlement in the
event of the failure to settle a transaction by a participant
of a clearing agency;
“sponsored broker dealer” means an individual who is registered
under section 51(5) to conduct business in securities in
Trinidad and Tobago on behalf of a broker-dealer (or the
equivalent or similar) who is registered under the securities
legislation of a designated foreign jurisdiction;
Ch. 81:03.
Ch. 84:01.
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“sponsored investment adviser” means an individual who is
registered under section 51(5) to provide investment advice
in Trinidad and Tobago on behalf of an investment adviser
(or the equivalent or similar) who is registered under the
securities legislation of a designated foreign jurisdiction;
“Stock Exchange” means the Trinidad and Tobago Stock
Exchange Limited;
“subsidiary” means an entity that is controlled by another entity;
“take-over bid” means an offer to acquire outstanding voting or
equity securities of a class made to any security holder of the
offeree issuer where the securities, subject to the offer to
acquire, together with the offeror’s security, constitute in the
aggregate thirty per cent or more of the outstanding securities
of that class of securities at the date of the offer to acquire;
“temporary Commissioner” means a person appointed 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 a security; or
(c) any act, advertisement, solicitation, conduct or
negotiation directly or indirectly in furtherance
of any activity referred to in paragraph (a) or (b);
“trader” means an individual employed by a broker-dealer to
participate in any transaction in securities;
“underwriter” means a person who—
(a) as principal, agrees to purchase a security for
the purpose of a distribution;
(b) as agent, offers for sale or sells a security in
connection with a distribution; or
(c) participates directly or indirectly in a
distribution described in paragraph (a) or (b) for
valuable consideration,
but does not include—
(i) a person whose interest in the transaction
is limited to receiving the usual and
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customary distribution or sales
commission payable by an underwriter or
issuer; or
(ii) a company that purchases shares of its
own issue and resells them; and
“voting security” means a security carrying voting rights—
(a) under all circumstances; or
(b) by reason of the occurrence of an event that has
occurred and is continuing,
and includes a right, other than a call option, 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, or each of them
is controlled by the same person;
(b) if two entities are affiliated with the same
entity at the same time, they are affiliated with
each other;
(c) an entity is the holding entity of another if that
other entity is its subsidiary; and
(d) a person that is not a body corporate or an
individual is considered to be an affiliated
person of another person, including a body
corporate, if it is controlled by that other person,
provided that a person is controlled by another
person where—
(i) in the case of a partnership, the second-
mentioned person owns or holds more
than fifty per cent of the interest in the
partnership; and
(ii) in the case of the first-mentioned person
other than a body corporate, an
individual, or a partnership, securities of
the first-mentioned person carrying fifty
per cent or more of the interests in such
person, are held or owned, by or for the
benefit of the second-mentioned person.
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(3) For the purposes of this Act, a person is
connected 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 exercises control
or direction over voting securities of the
reporting issuer, or a combination of both,
carrying more than ten per cent of the
votes attached to all voting securities of
the reporting issuer outstanding;
(c) beneficially owns, directly or indirectly, or
exercises control or direction over, voting
securities of the reporting issuer, or a
combination of both, carrying ten per cent or
more of the votes attached to all voting
securities of the reporting issuer outstanding;
(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 of the
reporting issuer;
(ii) any amalgamation, merger or similar
business combination with the reporting
issuer; or
(iii) any other material transaction with or
including the reporting issuer;
(e) is engaging in or is proposing to engage in any
business or professional activity with or on
behalf of the reporting issuer or any person
identified in paragraph (d), or is an employee of
any such person or of the reporting issuer or
any affiliate;
(f) learns, directly or indirectly, of material non-
public information with respect to a reporting
issuer from any person and knows, or ought
reasonably to have known, that the other person
is connected to the reporting issuer; or
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(g) is an entity that is controlled by—
(i) a person referred to in paragraph (a) or
(b); or
(ii) a relative of a senior officer of the
reporting issuer;
(h)
(i)
(4) Notwithstanding subsection (3), a person connected
to a reporting issuer is deemed to have continued to be connected
to a reporting issuer—
(a) in the case of subsection (3)(a), (b), (c), (e) or
(g), up to six months after the day that the
person otherwise ceases to be connected to a
reporting issuer;
(b) in the case of subsection (3)(d), until the time
any transaction described in that subsection is
published; and
(c) in the case of subsection (3)(f), until such
material non-public information is published.
(5) For the purposes of this Act, a person carries on an
activity regulated under this Act in Trinidad and Tobago if such
person is—
(a) an entity which is incorporated, established or
registered under any law in Trinidad and
Tobago and is carrying on an activity
regulated under this Act; or
(b) an individual who carries on the regulated
activity from within Trinidad and Tobago.
(6) For the purposes of this Act, an activity regulated
under this Act shall be presumed to occur in Trinidad and Tobago
in the absence of evidence to the contrary where, in the case of a
distribution or an act, advertisement, conduct or negotiation in
furtherance of a purchase or sale of a security, whether direct or
indirect, such act, advertisement, distribution, conduct or
negotiation is not solicited and—
(a) is made by mail or courier, telephone or
facsimile transmission, with or to a person in
} (Deleted by Act No. 9 of 2014).
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Trinidad and Tobago or by electronic
transmission where the sender knew or should
have known that the recipient was a national of
Trinidad and Tobago ordinarily resident in the
jurisdiction; or
(b) in the case of distributions made available on
the Internet, the web pages and documents in
respect of that distribution, may be accessed by
persons resident in Trinidad and Tobago, unless
the document or web page contains a prominent
disclaimer that expressly identifies the
jurisdictions in which the distribution is
qualified to be made, and reasonable
precautions are taken to ensure that no sales
occur to persons in Trinidad and Tobago unless
done in compliance with this Act.
(6A) Notwithstanding subsections (5) and (6), a
broker-dealer, investment adviser, underwriter or its equivalent
registered under the securities laws of a designated foreign
jurisdiction may solicit from and effect transactions with or on
behalf of—
(a) a registrant registered under section 51(1) of
this Act; or
(b) a foreign person where—
(i) in the case of an individual, the individual
is temporarily present in Trinidad and
Tobago;
(ii) in the case of an entity, the entity has a
branch office located in Trinidad and
Tobago;
(iii) the foreign broker-dealer, investment
adviser or underwriter has a pre-existing
relationship with the foreign person
before the person entered Trinidad and
Tobago; and
(iv) any advice provided or transactions
effected are in relation to foreign securities.
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(7) For the purposes of this Act, “futures contract”
means rights under a contract for the sale or purchase of a
commodity or property of any other description under which
delivery is to be made at a future date and at a price agreed upon
when the contract is made, other than a contract made for
commercial and not investment purposes and for the purposes of
this definition—
(a) a contract is to be regarded as made for
investment purposes if it is made or traded on a
recognised securities exchange, or is made
otherwise than on a recognised securities
exchange, but is expressed to be traded on such
an exchange or on the same terms as those on
which an equivalent contract would be made on
such an exchange;
(b) the following are indications that a contract is
made for commercial purposes—
(i) the terms of the contract delivery is made
within seven days;
(ii) one or more of the parties is a producer of
the commodity or other property or uses
it in business; or
(iii) the seller delivers or intends to deliver
the property or the purchaser takes or
intends to take delivery of it,
and the absence of them is an indication that it is made for
investment purposes;
(c) it is an indication that a contract is made for
commercial purposes that the prices, the lot, the
delivery date or other terms are determined by the
parties for the purposes of the particular contract
and not by reference, or not solely by reference,
to regularly published prices, to standard lots or
delivery dates or the standard terms;
(d) the following are indications that a contract is
made for investment purposes:
(i) it is expressed to be as traded on a
securities exchange;
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(ii) performance of the contract is ensured by a
securities exchange or a clearing house; or
(iii) there are arrangements for the payment or
provisions of margin.
(8) For the purposes of subsection (7), a price is taken to
be agreed on when a contract is made—
(a) notwithstanding that it is left to be determined
by reference to the price at which a contract is
to be entered into at a time and place specified
in the contract; or
(b) in a case where the contract is expressed to be
by reference to a standard lot and quality,
notwithstanding that provision is made for a
variation in the price to take account of any
variation in quantity or quality on delivery.
(9) For the purposes of this Act, the Commission may,
by Order, declare—
(a) a foreign jurisdiction to be a designated foreign
jurisdiction;
(b) a rating organisation to be a designated rating
organisation;
(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, which
shall be known as the Trinidad and Tobago Securities and
Exchange Commission.
6. The functions of the Commission are to—
(a) advise the Minister on all matters relating to the
securities industry;
Establishment
of the
Commission.
Functions of
the
Commission.
[9 of 2014].
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(b) maintain surveillance over the securities
industry and ensure orderly, fair and
equitable dealings in securities;
(c) register, authorise or regulate, in accordance
with this Act, self-regulatory organisations,
broker-dealers, registered representatives,
underwriters, issuers and investment advisers,
and control and supervise their activities with a
view to maintaining proper standards of conduct
and professionalism in the securities industry;
(d) regulate and supervise the timely, accurate, fair
and efficient disclosure of information to the
securities industry and the investing public;
(e) conduct such inspections, reviews and
examinations of self-regulatory organisations,
broker-dealers, registered representatives,
underwriters, issuers and investment advisers as
may be necessary for giving full effect to this
Act;
(f) protect the integrity of the securities market
against any abuses arising from market
manipulating practices, insider trading,
conflicts of interest, and other unfair and
improper practices;
(g) educate and promote an understanding by the
public of the securities industry and the
benefits, risks, and liabilities associated with
investing in securities;
(h) co-operate with and provide assistance to
regulatory authorities in Trinidad and Tobago,
or elsewhere;
(i) ensure compliance with the Proceeds of Crime
Act, any other written law in relation to the
prevention of money laundering and combating
the financing of terrorism or any other written
law that is administered or supervised by the
Commission;
Ch. 11:27.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
38 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(j) create and promote such conditions in the
securities industry as may seem to it necessary,
advisable or appropriate to ensure the orderly
growth, regulation and development of the
securities industry and to further the purposes of
this Act;
(k) co-operate with other jurisdictions in the
development of a fair and efficient securities
industry; and
(l) assess, measure and evaluate risk exposure in
the securities industry.
7. (1) For the purpose of the discharge of its functions, the
Commission has power to—
(a) formulate principles for the guidance of the
securities industry;
(b) treat with such matters as may be referred to it
by any person from time to time;
(c) register and regulate market actors in
accordance with this Act;
(d) monitor the solvency of registrants that are
entities, securities markets and self-regulatory
organisations and take measures to protect the
interest of investors where the solvency of any
such person is in doubt;
(e) adopt measures to supervise and minimise any
conflict of interest that may arise in the case of
registrants or self-regulatory organisations and
where appropriate other market actors;
(f) review, approve and regulate takeovers,
amalgamations and all forms of business
combinations in accordance with this Act or any
other written law in all cases in which it
considers it expedient or appropriate to do so;
(g) review the contents of prospectuses and issue
receipts therefor, and review any form of
Powers of the
Commission.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 39
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
solicitation, advertisement or announcement by
which securities are proposed to be distributed;
(h) take enforcement action against any person for
failing to comply with this Act;
(i) recommend Bye-laws to the Minister;
(j) formulate, prepare and publish notices, guidelines,
bulletins and policies describing the views of the
Commission regarding the interpretation,
application, or enforcement of this Act;
(k) make orders;
(l) monitor the risk exposure of registrants and
self-regulatory organisations and take measures
to protect the interest of investors, clients,
members and the securities industry;
(m) undertake such other activities as are
necessary or expedient for giving full effect to
this Act; and
(n) do all things, and take all actions, which may be
necessary, expedient, incidental or conducive to
the discharge of any of its functions and the
exercise of its powers under this Act.
(2) The Commission may, in writing require any market
actor to furnish it with such information as it may require for the
exercise of its functions within such time and verified in such
manner as it may specify.
(3) A market actor that is required to furnish
information to the Commission in accordance with subsection (2)
shall furnish the required information, within the time specified
and verified in the manner specified by the Commission.
8. (1) For the purposes of the administration of this Act,
the Commission may, by order, delegate any responsibility,
power or function conferred on it by this Act to any—
(a) Commissioner;
(b) senior officer of the Commission; or
(c) self-regulatory organisation registered under
this Act.
Delegation of
powers.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
40 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(2) Notwithstanding subsection (1), the Commission
shall not delegate its powers to—
(a) make Bye-laws; or
(b) hear appeals under section 160.
(3) A delegation pursuant to subsection (1) shall not
preclude the exercise by the Commission of any power, duty,
function or responsibility so delegated.
(4) All decisions made, and minutes of all meetings held
by a delegatee under subsection (1) shall as soon as practicable
be recorded in writing.
(5) A delegatee shall forthwith notify the Commission
of every decision made by him.
(6) Any minutes recorded under subsection (4) shall as
soon as practicable be forwarded to the Commission.
(7) Subject to section 160, a person aggrieved by a
decision of a delegatee may, within fourteen days of the decision,
apply to the Commission for a review of that decision.
(8) For the purposes of this section, “senior officer of
the Commission” means a person holding or acting in the
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 the Commission
may determine, and shall be affixed to instruments in the
presence of the Chairman or in the Chairman’s absence, of the
Deputy Chairman, or the Secretary.
(2) The seal of the Commission shall be attested by the
signature of the Chairman or in the Chairman’s absence the
Deputy Chairman, and the Secretary.
Custody and
use of seal.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 41
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(3) All documents, other than those required by law to
be under seal, and all orders and decisions of the Commission
may be signified under the hand of the Chairman or in the
Chairman’s absence, of the Deputy Chairman, or the Secretary.
(4) Service upon the Commission of any notice, order
or other document shall be effected by delivering the same, or by
sending it by registered post addressed to the Secretary at the
office of the Commission.
DIVISION 2—MEMBERSHIP
10. (1) Subject to subsection (6) the Commission shall
consist of no more than nine nor fewer than five individuals,
(hereinafter referred to as Commissioners) including—
(a) an attorney-at-law of at least ten years
standing; and
(b) a senior officer from the Ministry.
(2) The President shall appoint all the Commissioners
and shall appoint one of their number to be its Chairman and
another Commissioner to be its Deputy Chairman.
(3) The Commissioners, shall be selected from among
persons who have—
(a) been awarded degrees or professional
qualifications; and
(b) have a minimum of five years post-graduation
experience,
in law, finance, business, economics, accounting, securities,
investment or management.
(3A) (Deleted by Act No. 9 of 2014).
(4) Where a Commissioner is unable to perform his
functions as Commissioner, by reason of illness, absence from
Trinidad and Tobago, or otherwise, the President may appoint a
temporary Commissioner to act in place of that Commissioner
during his illness, absence or incapability, as the case may be.
Constitution of
Commission.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
42 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(5) A temporary Commissioner appointed in
accordance with subsection (4) shall have qualifications or
experience similar to those of the Commissioner for whom he is
appointed to act.
(6) Subject to subsection (3), where an office of
Commissioner is vacant, the President may appoint a temporary
Commissioner for a period not exceeding one year.
(7) In addition to the Commissioners appointed in
accordance with subsection (2) the President may, on the advice
of the Minister in consultation with the Commission, appoint not
more than three persons with such expertise as may be required
by the Commission, as ad hoc Commissioners for a period not
exceeding one year.
(8) Subject to the terms of his appointment, a person
appointed as a temporary or as an ad hoc Commissioner may
exercise any of the functions and powers exercisable by a
Commissioner under this Act.
(9) An appointment made under this section shall be
published in the Gazette.
11. (1) A person shall not be appointed or continue as
Commissioner if he—
(a) is a registrant, an employee or senior officer of
a registrant or self-regulatory organisation;
(b) directly or indirectly, as owner, security holder,
director, senior officer, partner, employee or
otherwise has a material pecuniary or
proprietary interest in—
(i) a registrant; or
(ii) a self-regulatory organisation;
(c) is sentenced to imprisonment or is convicted of
an offence involving fraud or dishonesty,
whether in Trinidad and Tobago or elsewhere;
(d) is declared bankrupt in accordance with the law
of Trinidad and Tobago or any other country;
Disqualification
for
appointment.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 43
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(e) is a professional and is disqualified or
suspended from practising his profession in
Trinidad and Tobago or in any other country by
an order of any competent authority made in
respect of him personally;
(f) is unable to perform his functions because of
illness or for any other reason;
(g) has been a senior officer of a company in the
ten years immediately preceding—
(i) the making of a winding-up order being
made by a Court in respect of that
company; or
(ii) the date that the company has been
placed in receivership;
(h) has been a senior officer of a former registrant
or self-regulatory organisation whose
registration has been revoked, unless such
revocation was due to its—
(i) amalgamation with another registrant; or
(ii) voluntary winding-up; or
(i) has contravened this Act.
(2) For the purposes of subsection (1)(b) a
pecuniary or proprietary interest is material where—
(a) it may reasonably be expected to have a
significant influence on the ability of the
member to make an unbiased decision; or
(b) the person has beneficial ownership of, or
control or direction over—
(i) ten per cent or more of the outstanding
equity or voting securities of a registrant
registered under section 51(1); or
(ii) five per cent or more of the outstanding
equity or voting securities of a reporting
issuer,
except as a trustee of a trust.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
44 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) If an interest referred to in subsection (1)(b) vests in
a Commissioner by gift, will, succession or in any other manner
for his own benefit, he shall—
(a) forthwith after the vesting of the interest comes
to his knowledge, disclose the interest in writing
to the Commission; and
(b) within three months or as soon as practicable of
the vesting of the interest coming to his
knowledge absolutely dispose of the interest
or resign.
(4) A person who contravenes subsection (3)(a) is liable
on summary conviction to a fine of five hundred thousand dollars
and imprisonment for two years.
12. (1) Subject to this section, a Commissioner other than a
temporary Commissioner, shall hold office for a period not
exceeding three years and shall be eligible for reappointment.
(2) The Chairman may resign his membership by notice
in writing addressed to the President.
(3) A Commissioner, other than the Chairman, may at
any time resign his membership by notice in writing addressed to
the President and transmitted through the Chairman.
(4) A Commissioner may be removed from
membership 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 the Commission
or without reasonable cause;
(c) is guilty of misconduct in relation to his duties
as a Commissioner;
(d) is sentenced to imprisonment or is convicted of
an offence involving fraud or dishonesty,
whether in Trinidad and Tobago or elsewhere; or
(e) becomes disqualified for appointment under
section 11.
Term of office
and
remuneration.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 45
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(5) The Chairman and the other Commissioners shall be
paid such remuneration and allowances in respect of their office
as the President may determine from time to time.
13. No action or other proceeding shall be instituted against
a Commissioner or an employee or agent of the Commission for
an act done in good faith in the performance of a duty or in the
exercise of a function or power of the Commission under this Act.
14. (1) Subject to subsection (3) no person shall make use
of or disclose any confidential information other than for the
administration or enforcement of this Act.
(2) Notwithstanding subsection (1) or any other written
law, the Commission or any duly authorised person or entity may
disclose the information referred to in subsection (1)—
(a) pursuant to an order of the Court; or
(b) to—
(i) a Commissioner, or an employee of the
Commission;
(ii) a representative of the government of
Trinidad and Tobago duly authorised by
the Minister;
(iii) a duly authorised representative of the
Central Bank, the Financial Intelligence
Unit or a regulatory agency in Trinidad
and Tobago;
(iv) an expert hired or retained by the
Commission; or
(v) a duly authorised representative of a
securities or financial regulatory
authority outside of Trinidad and Tobago,
in connection with the administration and enforcement of this
Act or similar legislation of any foreign jurisdiction if the
Commission is satisfied that the information will be treated as
confidential by the person or agency to whom it is disclosed and
used strictly for the purpose for which it is disclosed.
Protection of
Commissioners,
employees or
agents.
Confidentiality.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
46 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) Subsection (1) applies to a person who receives
information under subsection (2).
(4) For the purposes of this section, “confidential
information” means any information obtained as a result of a
person’s relationship with the Commission in the course of his
duties in the exercise of the Commission’s functions under this
Act or any other written law that is administered by the
Commission but does not include information that is or has
already been made available to the public.
(5) A person who contravenes subsection (1) commits
an offence and is liable on summary conviction to a fine of six
hundred thousand dollars and to imprisonment for two years.
DIVISION 3—PROCEEDINGS OF COMMISSION
15. (1) The Commission shall ordinarily meet for dispatch
of business at such time and place as the Chairman may decide
but shall meet at least once in every two months.
(2) The Chairman shall, at the request in writing of not
less than two Commissioners, call an extraordinary meeting of
the Commission within seven days of the receipt of such request.
(3) Where the Chairman is absent from a meeting, the
Deputy Chairman shall preside at the meeting.
(4) Where the Chairman and Deputy Chairman are both
absent from a meeting, the Commissioners present shall elect one
of their number to preside as Chairman at the meeting.
(5) The quorum at every meeting of the Commission
shall be a majority of the Commissioners.
(6) All questions proposed at a meeting of the
Commission shall be determined by a simple majority of the
Commissioners present and voting, and where the votes are
equal, the Chairman or the Commissioner presiding shall have a
casting vote.
(7) The Commission may request the attendance of any
person at any of its meetings, but such person shall not vote on
any matter for decision by the Commission.
Meetings.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 47
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
16. (1) Subject to subsection (3), where under this Act or
any other written law, the Commission is empowered or required
to perform any function, the Commission may, by resolution,
appoint a committee of the Commission to submit
recommendations with respect to the performance of that
function, or for the purpose of doing anything required or
deemed expedient or necessary for the purpose of performing
such function.
(2) The Commission may co-opt such persons as are
required to assist in the performance of the functions of a
committee appointed under subsection (1).
(3) Without prejudice to the generality of subsection (1)
and subject to subsection (4), where any power or function which
requires an investigation, hearing, adjudication or decision
which might lead to the taking of any disciplinary measure
against any person or the imposition of any penalty or order for
the payment of any money by or to any person, is by this Act
assigned to the Commission, such investigation or hearing may
be conducted by a committee appointed under this section and
shall be fully, duly and validly conducted as if conducted by the
entire Commission.
(4) The Commission may by resolution, adopt the
recommendations of a committee appointed under subsection (1).
17. (1) Minutes, in proper form, of each meeting of the
Commission, or a committee thereof, shall be kept under the
direction of the Secretary.
(2) All decisions, resolutions, orders, or rules made, and
Bye-laws recommended by the Commission or a committee
thereof, as the case may be, shall be recorded in the minutes.
(3) The minutes shall be confirmed at the next meeting
of the Commission, or the committee, as the case may be, and a
copy of the minutes when prepared and confirmed shall, in the
case of a committee, be forwarded to the Commission.
(4) The Minister is entitled, upon request, to have access
to the minutes of the Commission or a committee thereof, and to
receive from the Commission a copy of any of those minutes.
Committees.
Minutes.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
48 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
18. (1) A Commissioner or any other person attending a
meeting of the Commission who is in any way, whether directly
or indirectly, interested in a matter before the Commission shall
declare his interest to the Commission and absent himself during
the deliberations concerning his interest.
(2) The Commission shall, in the absence of the
Commissioner or other person whose interest is being
considered, determine whether the interest declared in
subsection (1) is sufficiently material so as to constitute a conflict
of interest.
(3) In the event that the Commission finds that the
interest of a Commissioner or any other person in a matter is such
as to constitute a conflict of interest, the Commissioner or the
other person shall not take part in any deliberations or vote on
that matter, and shall absent himself during such deliberations.
(3A) Where a conflict of interest is discovered after a
matter has been determined, the Commissioner or other person
shall declare the conflict of interest to the Commission at the
earliest opportunity.
(3B) Where the Commission determines that the
involvement of the Commissioner or other person influenced
the deliberations or vote on the matter referred to in
subsection (3A)—
(a) the matter shall be re-examined; and
(b) the decision in which the Commissioner or
other person participated may be rescinded,
varied or confirmed.
(4) For the purposes of this section, a Commissioner or
any other person attending a meeting of the Commission shall be
deemed to have an interest in a matter if he, or his nominee, is a
security holder or partner in, or a senior officer of an entity that is
directly or indirectly involved in that matter before the Commission.
(5) Any person who fails to comply with
subsection (1) is liable on summary conviction to a fine of five
hundred thousand dollars and to imprisonment for two years,
unless he proves that he did not know that he had an interest in
the matter which was the subject of consideration at the meeting.
Declaration of
interest.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 49
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
19. (1) The Commission may consult, co-operate with and
provide information to the Central Bank of Trinidad and Tobago,
the Financial Intelligence Unit, any other regulatory agency in
Trinidad and Tobago or any other entity in Trinidad and Tobago
in order to minimise duplication of effort and to maximise the
protection of investors.
(2) The Commission may co-operate with, provide
information to and receive information from any of the following
entities, whether in Trinidad and Tobago or elsewhere:
(a) other securities or financial regulatory
authorities, exchanges, clearing agencies, self-
regulatory bodies or organisations, law
enforcement agencies and other government
agencies or regulatory authorities; and
(b) any person, other than an employee of the
Commission, who acts on behalf of, or provides
services to the Commission.
(3) The Commission may enter into a
memorandum of understanding with the Stock Exchange or any
other agency referred to in subsection (1) in furtherance of the
purposes of this Act or any matter under this Act.
(4) The Commission may enter into a memorandum of
understanding with any agency of a foreign government, foreign
securities regulator, other regulatory body which regulates the
financial services industry or any international association of
securities regulators in furtherance of the purposes of this Act or
any matter under this Act.
(5) The Commission may co-operate and participate in
the work of national, regional or international organisations
dealing with the regulation of the securities industry.
(6) Any information provided and received by the
Commission pursuant to this section shall be confidential and
shall not be disclosed except in accordance with section 14.
(7) Where the Commission takes any enforcement
action against an entity, senior officer or an employee of an entity
Co-operation
with Central
Bank and other
agencies.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
50 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
regulated by the Central Bank of Trinidad and Tobago for failing
to comply with this Act, the Commission shall notify the
Inspector of the enforcement action so taken.
20. (1) The Commission shall within four months of the end
of its financial year send an annual report of its activities which
shall include its annual audited financial statements to the
Minister who shall cause it to be laid in Parliament within three
months of receipt of the report.
(2) Copies of the annual report under subsection (1)
shall be available to the public within fourteen days after it has
been laid in Parliament.
21. The Commission may, with the approval of the Minister,
make Rules—
(a) respecting the calling of and conduct of
business at meetings of the Commission;
(b) prescribing the procedure for appeals of
decisions of self-regulatory organisations and
reviews of decisions of a delegatee;
(c) establishing a code of conduct governing the
activities of Commissioners and the officers and
employees of the Commission in order to avoid
conflicts of interest and other practices that the
Commission considers undesirable;
(d) respecting any other matter, whether or not
required by this Act, relating to the organisation,
procedure, administration or practice of the
Commission; and
(e) respecting procedures for the initiation and
holding of hearings by the Commission.
DIVISION 4—STAFF
22. (1) The Commission may, with the approval of the
Minister, appoint its chief executive officer who shall not be a
Commissioner.
(2) The Minister shall approve the terms and
conditions of appointment of the chief executive officer.
Annual Report.
[9 of 2014].
Regulation of
business.
Appointment of
chief executive
officer.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 51
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(3) The chief executive officer shall perform such
functions as may be conferred on him by the Commission.
(3A) The chief executive officer is subject to the
direction of the Commission and is responsible to the
Commission for the execution of its policy and management of
its affairs.
(4) A person who is appointed chief executive officer
under this Act shall, forthwith after the appointment, declare
every interest he has in any security and thereafter he shall not,
while holding office as chief executive officer—
(a) participate, directly or indirectly, in any
securities market operation transaction in
which he has a material interest and which is
subject to regulation by the Commission
pursuant to this Act; or
(b) engage in any other business, vocation or
employment other than that of serving as chief
executive officer.
23. (1) The Commission may appoint, hire or retain, on
such terms and conditions as it may determine, an expert to assist
it in any manner that it considers necessary.
(2) Where the Commission appoints an expert to advise
it on the development of specific policies, Bye-laws or other
regulatory proposals of the Commission or a self-regulatory
organisation, the expert shall formulate and report his views to
the Commission in writing and the Commission may, if it thinks
fit, make it available to the public.
24. The Commission shall appoint a Secretary and such
other officers and employees as it considers necessary or
appropriate for the efficient performance of its functions.
25. (1) An officer in the public service or in the service of a
statutory authority may, with the approval of the appropriate
service commission and the Commission, consent to be
transferred to the service of the Commission.
Appointment of
experts.
Appointment of
other staff.
Transfer of
officers to the
public service
and vice versa.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
52 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(2) The officer shall, upon transfer, have preserved his
superannuation or pension rights accruing at the time of the transfer.
26. (1) An officer or employee in the public service, a
statutory authority, any domestic or foreign public or private
body, or of the Commission may, with the consent of the
Commission and with the approval of the appropriate service
commission or the relevant body, consent to be transferred on
secondment to the service of the Commission, or from the
service of the Commission to the public service or a statutory
authority or other body, as the case may be.
(2) Where a transfer on secondment is effected, such
arrangements as may be necessary, shall be made to preserve the
rights of the officer or employee transferred to any pension,
gratuity or other allowance for which he would have been
eligible had he not been transferred.
DIVISION 5—FINANCIAL PROVISIONS
27. The funds and resources of the Commission shall
consist of—
(a) such sums as may be appropriated by Parliament;
(b) all fees and other sums from time to time paid,
or otherwise payable, to the Commission under
this Act; and
(c) all other sums or property that may in any
manner become payable in any matter related to
its functions and powers.
28. For the purpose of carrying out its powers or functions,
the Commission may, with the prior approval in writing of the
Minister, waive or suspend any prescribed fees.
29. The funds of the Commission shall be applied in
defraying the following expenditure:
(a) the remuneration, fees and allowances of the
members of the Commission;
(b) the salaries, fees, allowances, advances, loans,
gratuities, pensions and other payments to the
officers and employees of the Commission;
Transfer on
secondment.
Funds and
resources of the
Commission.
Financial
powers.
Applications of
funds.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 53
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(c) the capital and operating expenses, including
maintenance and insurance of any property of
the Commission; and
(d) any other expenditure authorised by the
Commission in the discharge of its functions
and contractual obligations.
30. (1) All monies of the Commission received under this
Act shall be paid into a bank appointed by the Commission.
(2) All payments made out of the funds of the
Commission shall be made by any person appointed to do so by
the Rules made under section 21.
31. (1) The Commission shall keep proper books of
accounts of—
(a) all monies received and expended by the
Commission and shall record the matters in
respect of which such monies have been
received 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 shall be kept in an
account separate and apart from all other receipts and expenditure.
(3) All accounts shall be kept in the principal office of
the Commission for a period of six years after the last entry
therein, and shall be open to inspection by Commissioners and
by the auditors of the Commission.
(4) Within four months after the end of each financial
year, the Commission shall cause to be prepared in respect of
that year, financial statements which include—
(a) an account of the revenue and expenditure of
the Commission;
(b) a balance sheet;
(c) a report setting out the activities of the
Commission; and
(d) such other accounts as the Commission
may require.
Cash deposits
and payments.
Accounts and
audit.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
54 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(5) Accounts prepared in accordance with this section
shall—
(a) be audited by an auditor who is a member of,
and is in good standing with the ICATT and
who is appointed by the Commission with the
approval of the Minister; and
(b) be signed by the Chairman and not less than two
other Commissioners.
(6) The Secretary shall cause copies of the signed
accounts to be sent to every member of the Commission, the
auditor and the Minister.
(7) The Minister may at any time request the
Commission to provide him with information concerning any
aspect of its administration of this Act and the Commission shall
provide the information requested within fourteen days.
(8) The Commission shall have an audit
committee composed of not less than three Commissioners
which shall not include temporary or ad hoc Commissioners.
(9) The audit committee shall review the annual
financial statements required under subsection (4) before such
financial statements are approved by the Commission.
(10) The auditor of the Commission is entitled to
receive notice of every meeting of the audit committee and, if so
requested by the chairman of the audit committee, shall at the
expense of the Commission, attend and be heard at such meeting
of the committee.
DIVISION 6—FILING OF DOCUMENTS
32. All documents or instruments required to be filed with
the Commission shall be filed in the prescribed manner.
33. (1) Subject to subsection (2), the Commission shall
make all documents or instruments which are expressly required
to be filed with it under this Act available for public inspection
during the normal business hours of the Commission, subject to
such conditions as the Commission may require.
Filing of
documents
with
Commission.
Public
availability of
filed
documents.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 55
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(2) The Commission shall not make any information in
a document or instrument available for public inspection under
subsection (1) if—
(a) the Commission determines that the disclosure
of the information would not be in the public
interest;
(b) the Court so directs; or
(c) the Commission determines that—
(i) a person whose information appears in
the document or instrument would be
unduly prejudiced by disclosure of the
information; and
(ii) the privacy interest on the person
outweighs the public interest in having
the information disclosed.
(3) Subject to subsections (1) and (2), the Commission
may also make all documents or instruments which are expressly
required to be filed with it available to the public by posting such
documents or such instruments to the Commission’s website.
PART III
THE TRINIDAD AND TOBAGO STOCK EXCHANGE
AND OTHER SELF-REGULATORY ORGANISATIONS
DIVISION 1—THE STOCK EXCHANGE AND THE CENTRAL DEPOSITORY
34. (1) The Stock Exchange is deemed to be duly
registered under this Act as a self-regulatory organisation.
(2) The Central Depository is deemed to be duly
registered under this Act as a self-regulatory organisation.
35. (1) The Rules, Regulations and listing requirements of
the Stock Exchange (hereinafter referred to as “the existing
Rules”) approved or deemed approved by the Commission under
the former Act shall be deemed to be approved by the
Commission under this Act.
(2) Within two years after the commencement of this
Act, the Stock Exchange shall review and, where necessary,
amend the existing Rules to ensure conformity with this Act.
Registration of
Stock Exchange
and Central
Depository.
Rules of the
Stock Exchange
and Central
Depository.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
56 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) The Stock Exchange shall not change or amend the
existing Rules except in accordance with this Act.
(4) The Rules, Regulations and listing requirements of
the Central Depository (hereinafter referred to as “the existing
Rules”) approved or deemed approved by the Commission under
the former Act shall be deemed to be approved by the
Commission under this Act.
(5) Within two years after the coming into force of this
Act, the Central Depository shall review and, where necessary,
amend the existing Rules to ensure conformity with this Act.
(6) The Central Depository shall not change or amend
the existing Rules except in accordance with this Act.
DIVISION 2—SELF-REGULATORY ORGANISATIONS
36. (1) No person shall carry on business or activities as a
self-regulatory organisation unless registered as a self-regulatory
organisation under this Part.
(2) Application for registration pursuant to
subsection (1) shall be made to the Commission in such form as
the Commission may determine and shall be accompanied by such
fees as may be prescribed.
(3) The registration of a person as a self-regulatory
organisation shall be valid for a period of one year from the date
of registration, and subject to this Act, the Commission may
renew the registration of a person annually on the payment of the
prescribed fee and upon compliance with such other conditions
as the Commission may determine.
(4) A person who is registered under this Part shall
report to the Commission such information as may be prescribed.
37. (1) A person shall not be registered as a self-regulatory
organisation unless that person—
(a) proposes to—
(i) engage in the securities industry;
Registration of
a self-
regulatory
organisation.
[9 of 2014].
Registration
requirements.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 57
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(ii) conduct activities as a clearing agency or
securities exchange; or
(iii) conduct any other activities as may be
prescribed;
(b) is a body corporate—
(i) under the laws of Trinidad and Tobago; or
(ii) under the laws of any other jurisdiction
and is registered in Trinidad and Tobago;
(c) has a body of rules for the governance of its
members that comply with the requirements of
this Part; and
(d) is fit and proper for registration as a self-
regulatory organisation.
(2) An association of market actors may apply to the
Commission for registration as a self-regulatory organisation
provided it satisfies the requirements of paragraphs (b) to (d) of
subsection (1).
(3) In considering whether an applicant for registration as
a self-regulatory organisation under this Part is fit and proper for
registration, the Commission shall consider the financial
condition, proficiency, integrity, and competency of such applicant
and any additional requirements as may be prescribed.
38. (1) Subject to subsections (3), (4) and (6), the Commission
shall grant an application for registration as a self-regulatory
organisation.
(2) Forthwith after receipt of an application for
registration as a self-regulatory organisation under this Part, the
Commission shall publish in two daily newspapers of general
circulation in Trinidad and Tobago, a notice inviting any
interested person to submit written comments on the application.
(3) Subject to subsection (5), the Commission shall
refuse an application for registration where—
(a) the applicant is not organised in a manner or
does not have the capacity and resources that
Application for
registration.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
58 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
enable it to comply with this Act and to enforce
compliance by its members and their employees
with its rules of governance;
(b) the applicant does not meet the requirements set
out in section 37(1);
(c) the rules of governance of the applicant do not
comply with this Act; or
(d) the Commission determines that it would not be
in the public interest to grant registration as a
self-regulatory organisation to the applicant.
(4) The Commission may refuse an application for
registration if the applicant or a senior officer of the applicant
would be refused registration as a registrant.
(5) In considering whether to grant an application for
registration, the Commission shall, in particular, take into
account the rules of governance of the applicant that relate to—
(a) prices, fees or rates charged by members of the
applicant for services;
(b) conditions of entry into the securities industry
through membership in the applicant or
otherwise;
(c) the structure or form of a member or participant;
(d) the quantity or quality of services furnished by
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 organisation, it shall, where
necessary, require a change in the rules of governance of the
applicant to ensure its fair administration or to make the
proposed rules of governance conform to the requirements of, or
otherwise further the purposes of, this Act.
(7) On application by a registered self-regulatory
organisation, the Commission may accept, subject to such terms and
conditions as it may impose, the voluntary surrender of registration
of a self-regulatory organisation, if the Commission is satisfied that
the voluntary surrender of registration of the self-regulatory
organisation would not be prejudicial to the public interest.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 59
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
39. (1) The rules of governance of an applicant for
registration as a self-regulatory organisation shall contain
provisions—
(a) for the protection of investors and the public
interest;
(b) for fostering co-operation and co-ordination
among persons who clear, settle, regulate,
process information about, and facilitate trades
in securities;
(c) ensuring representation of its members on the
board of the applicant;
(d) for the imposition of reasonable fees and
charges for the use of its facilities and services;
(e) relating to the disciplining of a member or
employee of a member who is in breach of its
rules of governance or this Act and without
prejudice to the generality of the foregoing, may
provide for censure, fine, suspension, expulsion,
limitation of activities, functions or operations,
suspension of, or exclusion from employment;
(f) specifying the procedure required to implement
section 43 for disciplinary proceedings, refusal
of membership, prohibition from employment,
or prohibition or limitation of access to services
furnished by it or its members; and
(g) for such other matters as may be prescribed.
(2) Without prejudice to subsection (1), the rules of
governance of an applicant for registration as a securities
exchange shall also contain provisions designed to—
(a) prevent deceptive, fraudulent and manipulative
acts and practices;
(b) promote fair trading practices and to facilitate
an efficient market; and
(c) ensure that a broker-dealer may become a
member of the securities exchange.
Obligatory
rules of
governance.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
60 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) Without prejudice to subsection (1), the rules of
governance of an applicant for registration as a clearing agency
shall also contain provisions designed to—
(a) develop and operate a prompt and accurate
clearance and settlement system;
(b) safeguard money and securities in its custody
or under its control or for which it is
responsible; and
(c) provide, subject to section 43, that a broker-
dealer, a financial institution, another clearing
agency or a person or class of persons
designated by the Commission may become a
participant in the clearing agency.
(4) The rules of governance of an applicant for
registration as a self-regulatory organisation shall not—
(a) permit unfair discrimination among persons
who use its facilities; or
(b) restrain competition to an extent not necessary
to achieve the objectives specified in
subsections (1) to (3).
40. (1) A self-regulatory organisation may only amend its
rules of governance in accordance with this section.
(2) Where a self-regulatory organisation proposes to
amend its rules, it shall file with the Commission a copy of the
proposed amendment and a concise statement of its substance
and purpose.
(3) Forthwith after receipt of a proposed amendment
under subsection (2) the Commission shall publish in two daily
newspapers of general circulation in Trinidad and Tobago a
notice inviting any interested person to submit written comments
on the amendment and the reasonable cost of the publication
shall be borne by the self-regulatory organisation.
(4) Subject to subsection (5), the Commission may
make an order approving a proposed amendment to the rules of
governance of a self-regulatory organisation.
Procedure on
proposed
amendment to
rules of
governance.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 61
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(5) The Commission may make an order refusing a
proposed amendment to the rules of governance of a self-
regulatory organisation if—
(a) the organisation is not organised in a manner
and would not have the capacity and resources
to enforce compliance with its rules of
governance as amended;
(b) the amended rules of governance would not
comply with this Act;
(c) the amended rules of governance would be
inconsistent or conflict with this Act; or
(d) the Commission determines that the proposed
amendment would not be in the public interest.
(6) Where the Commission determines that a proposed
amendment filed pursuant to subsection (1)—
(a) makes no material substantive change in an
existing rule; or
(b) relates exclusively to the administration of the
self-regulatory organisation,
it may approve the amendment without a hearing.
41. (1) The Commission may make an order requiring a
change in the rules of governance of a self-regulatory
organisation to ensure its fair administration or to make the rules
of governance conform to the requirements of, or otherwise
further the purposes of this Act.
(2) Where the Commission proposes to make an
order pursuant to subsection (1), it shall publish and send to
the self-regulatory organisation a notice that complies with
section 157(1) prior to making the order.
42. (1) A self-regulatory organisation shall not require its
members to comply with a schedule of commissions or other fees
for their services or limit in any way the income of a member.
Power of
Commission to
require change
in rules of
governance.
Restriction on
imposition of
fees schedule.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
62 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(2) Nothing in this section shall prevent a self-
regulatory organisation from issuing, from time to time, a notice
to its members indicating what, in its opinion, is the market price,
fee or rate charged for any particular service.
43. (1) Subject to subsections (2) and (3) and section 51(6),
a self-regulatory organisation shall grant an application for
membership or for approval as an employee of a member.
(2) A self-regulatory organisation may refuse
membership or impose conditions on membership or prohibit or
limit access to services furnished by it or its members to a
person who—
(a) lacks the financial resources or operational
capability required by its rules;
(b) does not meet the criteria for membership
specified in its rules; or
(c) does not carry on the type of business that its rules
of governance require a member to carry on.
(3) A self-regulatory organisation shall not refuse
membership or impose conditions on membership to a person
who carries on the type of business required by its 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 organisation may refuse
membership to, impose conditions of membership on, prohibit or
limit access to services furnished by it or its members, or prohibit
employment by a member or impose conditions on such
employment of, a person who—
(a) lacks the training, experience or competence
required by its rules; or
(b) contravenes this Act, a rule of a self-regulatory
organisation registered under this Act, or any
other law in Trinidad and Tobago.
Membership.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 63
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(5) A self-regulatory organisation shall, before
refusing membership or imposing conditions on such
membership or before approving employment by a member
and before disciplining a member or an employee of a member,
give any person directly affected by its decision, an opportunity
to be heard.
(6) A self-regulatory organisation shall publish in two
daily newspapers of general circulation in Trinidad and Tobago
or by any other means a notice of any disciplinary action taken
against a member or an employee of a member within thirty days
of any decision to take such disciplinary action unless the
Commission directs otherwise.
(7) Subject to subsection (8), a self-regulatory
organisation may, without giving an opportunity to be heard as
required by subsection (5)—
(a) suspend—
(i) a member who has been expelled or is
under suspension from; or
(ii) an employee of a member who has been
expelled or is under suspension from
employment by the member of,
another self-regulatory organisation that is
registered under this Act;
(b) suspend a member if the self-regulatory
organisation reasonably believes it necessary
for the protection of investors, creditors,
members or the self-regulatory organisation
because of financial or operational difficulties
of the member;
(c) suspend a participant who is in default of
delivery of money or securities to a registered
clearing agency; and
(d) prohibit or limit access to services furnished by
it or its members to a person—
(i) to whom paragraph (a), (b) or (c) applies;
(ii) who does not meet the criteria for access
specified in its rules; or
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
64 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(iii) where such action is necessary for the
protection of investors, creditors, members
or the self-regulatory organisation.
(8) Where a self-regulatory organisation acts in
accordance with subsection (7), the organisation shall provide an
opportunity to be heard and make a determination within twenty
business days of its order and the suspension, prohibition or
limitation shall remain in effect until the determination is made.
44. (1) Where a self-regulatory organisation makes a
decision under section 43(2), (3) or (4) refusing membership or
imposing conditions on membership or prohibiting employment
by a member or imposing conditions on the employment by a
member, it shall at once file with the Commission a copy of the
decision, the reasons therefor and any other information
requested or prescribed.
(2) Subject to section 160, a person aggrieved by an
order of a self-regulatory organisation made under section 43(2),
(3) or (4) may apply to the Commission for a review of that
decision within fourteen days of receipt of the decision.
(3) On a review of a decision of a self-regulatory
organisation made under section 43(2), (3) or (4) the
Commission shall affirm the decision if it finds that—
(a) the decision is in accordance with the rules of
governance of the self-regulatory organisation
and this Act; and
(b) the rules of governance of the self-regulatory
organisation and this Act were applied in a
manner that furthers the objectives specified in
section 39 and the purposes of this Act.
(4) Where the Commission finds that the decision
restrains competition to an extent not necessary to achieve the
objectives specified in section 39(1), (2) or (3), it may set aside
the decision or require the self-regulatory organisation to—
(a) admit the person affected to membership;
(b) permit the person to become an employee of
a member;
Application for
review.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 65
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(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 objectives specified in
section 39.
(5) On a review of an order of a self-regulatory
organisation disciplining a member or an employee of a member,
the Commission may—
(a) affirm or modify the sanction imposed if it
finds that the person disciplined contravened
the rules of governance of the self-regulatory
organisation or this Act;
(b) set aside the sanction imposed if it does not so
find; or
(c) remand the matter to the self-regulatory
organisation for further proceedings.
(6) On a review referred to in subsection (5), the
Commission may set aside or modify the sanction imposed if it
finds that it restrains competition to an extent not necessary to
achieve the objectives specified in section 39(1), (2) or (3).
(7) A decision made by the Commission under
subsection (5) or (6) setting aside or modifying a sanction does
not affect the validity of any action taken by the self-regulatory
organisation as a result of the sanction before the decision was
made, unless the action contravened this Act or the rules of
governance of the self-regulatory organisation.
45. (1) No securities exchange shall delist a security
admitted for quotation by it, unless it pays the prescribed fee and
obtains an order from the Commission, authorising the delisting
and imposing, for the protection of investors, such conditions as
the Commission thinks fit.
(1A) Where a securities exchange proposes to delist a
security, it shall file with the Commission a concise statement of
the substance and purpose of the proposal.
Delisting of
securities.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
66 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(2) The Commission may refuse to authorise the
delisting of a security where the delisting is in breach of—
(a) the rules of governance of the securities
exchange;
(b) an agreement entered into by the issuer of the
security with the securities exchange; or
(c) the rights of investors.
46. (1) A self-regulatory organisation shall, subject to the
approval of the Commission, appoint an auditor to audit its
financial affairs.
(2) A self-regulatory organisation shall require each of
its members to appoint an auditor who shall—
(a) examine the financial affairs of the member in
accordance with the rules of governance of the
self-regulatory organisation; and
(b) report the results of the examination to the
self-regulatory organisation.
(3) An auditor appointed under subsection (1) or (2)
shall be a member, in good standing, of ICATT.
(4) A self-regulatory organisation or a member of a self-
regulatory organisation shall deliver to the Commission on
request a copy of a report made under subsection (2).
47. (1) A self-regulatory organisation that is a securities
exchange, shall establish and maintain a contingency fund in the
prescribed manner.
(2) A self-regulatory organisation that is a clearing
agency shall establish and maintain a settlement assurance fund,
in the prescribed manner, to address the failure by any of its
participants to deliver securities or monies required by the rules
of governance of the clearing agency.
(3) A self-regulatory organisation shall file with the
Commission the constituent documents of a fund required by this
section and such other documents as may be prescribed.
Appointment of
auditor.
Contingency
fund of
securities
exchange.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 67
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(4) Where, after consultation with the self-regulatory
organisation referred to in subsection (1) or (2)—
(a) the Commission reasonably believes that a fund
established under this section does not contain
sufficient assets to meet claims which may be
made against the fund or to meet its purpose; and
(b) the self-regulatory organisation fails to
contribute or cause its members to contribute to
the fund established under this section an
increased amount sufficient to maintain the
assets of the fund at a level that the Commission
believes to be reasonably necessary to pay
claims against the fund,
then the Commission may make an order requiring the self-
regulatory organisation to contribute to such fund such amount
required to attain the level that the Commission believes to be
reasonably necessary to pay the claims.
(5) A self-regulatory organisation shall at any time—
(a) permit a person authorised by the Commission
in writing, to inspect the records and assets of
any fund referred to in this section;
(b) produce and furnish to the person authorised by
the Commission in writing, any document or
record which he reasonably requests; and
(c) answer any questions that the person authorised
by the Commission in writing, may ask
concerning those records or assets.
(6) A self-regulatory organisation shall appoint an
auditor to audit the financial statements of a fund established
under this section.
(7) A self-regulatory organisation that establishes a fund
under this section shall, within one hundred and twenty days of
the end of the financial year of the fund, file with the Commission
the report of the auditors appointed under subsection (6) together
with the financial statements of the fund in such form and
containing such information as may be prescribed.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
68 Chap. 83:02 Securities
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(8) Monies held in a fund in accordance with this
section shall not be made available for payment of the debts or
expenses or other obligations of the self-regulatory organisation
or its members.
48. (1) Where a self-regulatory organisation—
(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 it is
required to administer or enforce, or fails to
comply with an order of the Commission made
under this Part;
(d) fails to observe the prescribed standards of
solvency;
(e) no longer satisfies the requirements for
registration as a self-regulatory organisation set
out in section 37; or
(f) is, or any of its members are, guilty of
negligence or fraud,
the Commission may make an order in accordance with
subsection (2).
(2) Subject to subsection (1), the Commission may
make one or more of the following orders to:
(a) censure the self-regulatory organisation;
(b) limit the activities, functions or operations of
the self-regulatory organisation;
(c) suspend or revoke the registration of the
self-regulatory organisation; 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-regulatory organisation
contravenes the rules of governance of the self-regulatory
organisation or this Act, the Commission may make an order
censuring him or suspending or removing him from office or
employment with the self-regulatory organisation.
Sanctions re:
self-regulatory
organisations.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 69
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L.R.O.
49. (1) Subject to subsection (4), any person who is
aggrieved by any act or omission of a self-regulatory
organisation, the board or a member of a self-regulatory
organisation, or any other person required to be registered
pursuant to this Act, may lodge a written complaint in respect
thereof with the Commission.
(2) The Commission may investigate and
adjudicate upon the complaint lodged pursuant to subsection (1).
(3) Section 150 shall have effect in relation to any
investigation and adjudication conducted by the Commission
pursuant to subsection (2).
(4) The Commission may, following receipt of a
complaint made under subsection (1), make such order as it
thinks just, including an order for the payment by the self-
regulatory organisation, the member of the self-regulatory
organisation or the person required to be registered pursuant to
this Act, as the case may be, of any sum by way of restitution or
as compensation for any loss suffered by the complainant.
50. (1) Where a dispute arises between members of a
self-regulatory organisation, such dispute shall be referred to
the board of the self-regulatory organisation, and the board
shall investigate the dispute, and shall make such order for
the resolution of the dispute as it thinks fit.
(2) It shall be the duty of the self-regulatory
organisation to notify the Commission forthwith in writing of the
existence of a dispute between its members.
(3) Where a member of a self-regulatory organisation is
aggrieved by the decision of the board under subsection (1), the
member may, within fourteen days of the receipt of such
decision, appeal in writing to the Commission and send a copy
to all parties to the appeal.
(4) Where an appeal is submitted under subsection (3)
the self-regulatory organisation shall forward to the Commission
the reasons for its decision within seven days of its receipt of the
notice of appeal.
Complaints re:
self-regulatory
organisations
and person
required to be
registered.
[9 of 2014].
Dispute
between
members.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(5) The Commission may, on reviewing an appeal under
this section, make any order it thinks just, including an order for
the payment by any party to the dispute of any sum of money,
including a sum to cover costs, as the justice of the case may in
the opinion of the Commission require.
PART IV
REGISTRATION OF REGISTRANTS
51. (1) Subject to this Act, no person shall carry on business
or hold himself out as, or engage in any act, action or course of
conduct in connection with, or incidental to, the business
activities of—
(a) a broker-dealer;
(b) an investment adviser; or
(c) an underwriter,
unless the person is registered, deemed to be registered as such,
or otherwise exempted in accordance with this Act, and except
for persons deemed registered, the person has received written
notice of the registration from the Commission.
(2) Subject to section 53(2), an individual who is a
senior officer, agent or employee of a person required to be
registered under subsection (1) and who engages in any act,
action or course of conduct in connection with, or incidental to,
the class of business activities for which a person registered
under subsection (1) is engaged, shall register as a registered
representative in the prescribed category, subject to such terms
and conditions as the Commission may determine.
(3) An individual who is not registered under
subsection (2) shall not perform any of the functions or engage
in any act, action or course of conduct in connection with, or
incidental to, the business activities of the person who is required
to be registered under subsection (1) in order to carry on its
business activities.
Registration
requirement.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(4) Subsections (2) and (3) do not apply to—
(a) an employee performing functions which are
solely administrative in nature, including
without limitation, technology support,
facilities support, human resources
management and clerical support; and
(b) any other person as may be prescribed.
(5) Notwithstanding subsections (1) and (2), a
sponsored broker-dealer or sponsored investment adviser may
carry on business, or hold himself out as, or engage in any act,
action or course of conduct in connection with, or incidental to,
the business activities of a broker-dealer or investment adviser
for a period not exceeding an aggregate of ninety days in any one
calendar year, where such sponsored broker-dealer or sponsored
investment adviser is registered in the manner prescribed.
(6) Subject to section 56, the registration of a person
under subsection (1) shall be valid for a period of one year from
the date of registration or such other period as the Commission
may determine.
(7) Subject to section 56, the registration of a person
under subsection (2) shall be valid for a period of two years from
the date of registration or such other period as the Commission
may determine.
52. (1) Subject to subsections (2) and (3) where an
applicant for registration under section 51 or for renewal or
reinstatement of such registration—
(a) is considered by the Commission to be fit and
proper for registration, renewal or reinstatement
in the category applied for;
(b) complies with the prescribed requirements; and
(c) pays the prescribed fee,
the Commission shall register, renew or reinstate the registration
of the applicant and issue to such applicant a certificate of
registration in such form as the Commission may determine.
Registration by
the
Commission.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(2) The Commission may refuse to register, renew or
reinstate the registration of an applicant where such registration,
renewal or reinstatement is not in the public interest.
(3) The Commission may in its discretion restrict a
registration by—
(a) imposing such terms and conditions as it thinks
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 that the registrant
complies with this Act; and
(b) a registrant under section 51, other than a person
required to be registered under section 51(2), to
effect policies of insurance on terms as may be
ordered by the Commission for the purpose of
indemnifying such registrant against any
liability that may be incurred as a result of any
act or omission of the registrant or any of its
officers or employees.
(5) Where the registration of a registrant under this
Part is subject to terms and conditions, the registrant shall
comply with such terms and conditions.
(6) In considering whether a person is fit and proper
for registration under this Part, the Commission shall consider—
(a) the financial condition and solvency of the person;
(b) the educational and other qualifications and
experience of the person;
(c) the ability of the person to perform his proposed
business efficiently, honestly and fairly;
(d) the ability of the person to comply with the
requirements of this Act applicable to the
category of registration for which he is applying;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(e) the character, financial integrity and reliability
of the person;
(f) the fit and proper status of its senior officers; and
(g) additional requirements as may be prescribed,
and for the purpose of this subsection, the Commission may have
regard to any information in its knowledge or possession
whether furnished by the applicant or not.
(7) The Commission shall not refuse to register, renew
or reinstate the registration of an applicant without giving the
applicant an opportunity to be heard and where the Commission
refuses to register, renew or reinstate the registration of an
applicant, it shall notify the applicant in writing of the reasons
for so doing.
(8) The Commission shall, by the 30th day of April of
each year, publish by class of registration a list of all registrants
and self-regulatory organisations as of the 31st day of March in
that year in the Gazette and two daily newspapers of general
circulation in Trinidad and Tobago.
(9) The Commission shall maintain a register of all
registrants and self-regulatory organisations with the
Commission under this Part.
53. (1) For the period of two years from the coming into
force of this Act, a person registered or deemed registered under
the former Act as—
(a) a broker, excluding a broker in the employ of a
securities company under the former Act, is
deemed to be duly registered under this Act as a
broker-dealer;
(b) a dealer, is deemed to be duly registered under
this Act as a broker-dealer;
(c) a securities company, is deemed to be duly
registered under this Act as a broker-dealer;
(d) an underwriter, is deemed to be duly registered
under this Act as an underwriter;
Transitional
provisions.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(e) an investment adviser, is deemed to be duly
registered under this Act as an investment
adviser;
(f) a broker in the employ of a securities
company under the former Act is deemed
under section 51(2) as a registered
representative of a registrant registered under
section 51(1) of this Act; and
(g) a trader, is deemed to be duly registered under
section 51(2) as a registered representative of
a registrant registered under section 51(1) of
this Act.
(2) A person who is deemed to be registered under
subsection (1) shall comply with the registration requirements of
section 51(1) or (2) as the case may be, within two years from the
date of the coming into force of this Act and shall, until the
earlier of the expiry of such two-year period and the date such
person obtains registration under section 51(1) or (2) as the case
may be, be permitted to continue performing the functions that
such person was authorised to perform under the former Act.
54. (1) Subject to subsections (2) and (3) a person shall not
become a substantial shareholder without first being approved by
the Commission as being fit and proper.
(2) Where a person becomes a substantial shareholder
under a will, by intestacy or in any other manner, such a person
shall apply to the Commission for approval within one month of
this fact coming to his knowledge.
(3) A financial institution or a registrant under
section 51(1)—
(a) is deemed approved by the Commission for the
purposes of subsection (1); and
(b) shall notify the Commission in writing within
one month upon its becoming a
substantial shareholder.
Requirements
for substantial
shareholders of
registrants.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(4) The Commission may, upon application in the
prescribed manner and payment of the prescribed fee, approve a
person to become a substantial shareholder.
(5) The Commission shall refuse to approve an
applicant to become or continue to be a substantial shareholder
of a registrant registered under section 51(1) if—
(a) the applicant is not fit and proper at the time of
the application; or
(b) the applicant does not remain fit and proper
after the approval of its application.
(6) Where a substantial shareholder is no longer fit and
proper or where a person under subsection (2) is not granted
approval to be a substantial shareholder, such person shall—
(a) be notified in writing by the Commission of this
fact; and
(b) not exercise voting rights in relation to ten
per cent or more of the outstanding securities of
the registrant under section 51(1).
(6A) Where the Commission notifies a person that he is
no longer fit and proper or where a person under subsection (2)
is not granted approval to be a substantial shareholder the person
may within the period of fourteen days commencing the day
after which the notice is given, make written representations to
the Commission.
(6B) Where the Commission notifies a person that he is
no longer fit and proper or where a person under subsection (2)
is not granted approval to be a substantial shareholder, the shares
held by that person in the registrant registered under
section 51(1) shall be subject to disposal in accordance with
subsection (6C) without prejudice to any other penalty which
may be incurred by any party pursuant to this Act.
(6C) Where the circumstances so warrant, the
Commission may apply to the Court for the disposal of the shares
held by a person in a registrant registered under section 51(1),
and to whom a notice is sent in accordance with subsection (6).
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(6D) Where shares referred to in subsection (6C) are sold
in accordance with an order of the Court, the proceeds of sale,
less the costs of the sale, shall be paid into Court or into
such fund as the Court may specify for the benefit of the
persons beneficially interested in the disposed shares, and any
such person may apply to the Court for the whole or part of
the proceeds to be paid to him in satisfaction of his
beneficial interest.
(6E) A person who contravenes this section commits an
offence and is liable on summary conviction to a fine of
six hundred thousand dollars or to imprisonment for two years
and in the case of a continuing offence, to a fine of sixty thousand
dollars for each day that the offence continues.
(7) In this section, “substantial shareholder” means any
person who directly or indirectly, whether alone or with another
person, beneficially owns, or has control or direction over, or
proposes to own or acquire control or direction over ten per cent
or more of the outstanding voting securities of the registrant
under section 51(1).
(8) A substantial shareholder of a registrant under
section 51(1) on the coming into force of this Act is deemed
approved by the Commission for the purposes of subsection (1).
(9) A substantial shareholder shall within one month of
any change in its ownership of the issued capital of the registrant
under section 51(1) notify the Commission in writing of the
change, if the change is five per cent or more of the total issued
capital of the registrant.
55. (1) The registration of a registered representative is
suspended on the date that the registration of the registrant
under section 51(1) that sponsored his registration is suspended
until such time that an application for reinstatement of the
employer’s registration in such form as the Commission may
determine has been approved by the Commission.
Termination
and suspension
of registered
representative
status.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(2) The registration of a registered representative is
terminated on the date that—
(a) the registered representative ceases to act on
behalf of the registrant under section 51(1) that
sponsored his registration; or
(b) the registration of the registrant under
section 51(1) that sponsored his registration
is terminated.
(3) A registered representative shall not carry on
securities business for any person unless such representative is
employed by a registrant under section 51(1) whose registration
status is active.
56. (1) An application for registration, renewal or
reinstatement of registration under this Part shall be made in
writing in such form as the Commission may determine and
shall be accompanied by the prescribed fee and such other
prescribed documents or information requested by the
Commission.
(2) If at any time between the date of the filing of an
application and the date that a notice of registration, renewal or
reinstatement of registration is received by the applicant, the
applicant becomes aware of a material change in the information
contained in the application, the applicant shall forthwith inform
the Commission in writing of such material change.
(3) The Commission may require any further
information or material to be submitted by an applicant within a
specified time and may require verification by affidavit of any
information or material fact then or previously submitted.
(4) Subject to the Bye-laws, an applicant under this
Part or a registrant shall provide the Commission notice in
writing of the occurrence of any prescribed event within the
prescribed period.
(5) Upon receipt of a notice under subsection (4), the
Commission may take any action that it deems appropriate.
Application for
registration and
continuing
disclosure.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(6) A person opening a branch office where the class of
business for which the person is registered under section 51(1) is
intended to be conducted, shall apply to the Commission for
registration of the branch office in such form as the Commission
may determine and shall pay the prescribed fee and the
Commission may grant such application subject to such
conditions as it considers appropriate.
57. (1) The Commission may issue a warning to a registrant
registered under section 51(1), (2) or (5) if—
(a) such registrant ceases to carry on the business of
a registrant;
(b) such registrant had obtained registration under
this Act or the former Act by knowingly or
recklessly concealing or misrepresenting any
fact which is, in the opinion of the Commission,
material to the application for registration or to
the suitability of the registrant to be registered;
(c) the registration of such registrant under this Act
or the former Act has been made by mistake,
however such mistake arose;
(d) such registrant has defaulted in the payment of
any monies due to a self-regulatory organisation
or to the Commission;
(e) in the case of a registrant that is not an
individual, a levy of execution in respect of
such person has not been satisfied;
(f) in the case of a registrant that is not an
individual, such registrant fails to maintain the
prescribed level of capitalisation;
(g) such registrant is charged or convicted of an
offence involving fraud or dishonesty whether
in Trinidad and Tobago or elsewhere;
(h) such registrant contravenes, or fails to comply
with, any term, condition or restriction
applicable in respect of his registration, or with
a provision of this Act;
Issue of
warning,
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(i) in the case of a registrant that is not an individual,
such registrant fails adequately to supervise or to
conduct the activities of any other person acting
for, or on behalf of, such registrant;
(j) such registrant is prosecuted for breach of this
Act, the Proceeds of Crime Act, any other
written law in relation to the prevention of
money laundering and combating the financing
of terrorism or any other written law which
may be administered or supervised by the
Commission which may be in force from time
to time;
(k) such registrant ceases to meet a registration
requirement, or a term or condition of
registration, applicable to such person; or
(l) such registrant is guilty of misconduct or is no
longer fit and proper for registration.
(1A) The Commission may, where it considers it to be in
the public interest, issue an order to reprimand or suspend the
registration of a registrant under section 51(1), (2) or (5) for any
reason set out in subsection (1).
(2) In considering at any time whether a registrant
registered under section 51(1), (2) or (5) is no longer fit and
proper for registration under section 57(1)(l), the Commission
shall consider the financial condition, proficiency, integrity, and
competency of the registrant, senior officers where applicable,
and any additional requirements as may be prescribed.
(3) In this section, “misconduct” means—
(a) a contravention of any provision of this 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 in the
opinion of the Commission, is or is likely to be
prejudicial to the interest of the investing public
or to the public interest.
Ch. 11:27.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(4) Subject to subsection (5), the Commission shall not
suspend the registration of a registrant under this section without
giving the registrant an opportunity to be heard.
(5) Notwithstanding subsection (4), the Commission
may suspend the registration of a registrant for a period of
thirty days where it considers that immediate suspension is in
the public interest or that any delay may be prejudicial to the
public interest.
(6) Where the registration of a registrant is
suspended under subsection (1)(g) or (j), the Commission may
suspend the registration from the date of the institution of such
prosecution or at any time thereafter, but such suspension shall
automatically cease upon the dismissal of the charge or the
withdrawal thereof or, if there is more than one charge, upon the
dismissal or withdrawal of all the charges.
(7) The Commission may, where it considers it to be in
the public interest, rescind any suspension it has made of the
registration of a registrant under this section, whether on its own
determination or on application by a registrant.
(8) Where the Commission has suspended the
registration of any registrant registered under section 51(1), (2)
or (5), or the registration otherwise expires, that registrant shall
forthwith cease activities in the area of activity for which he was
registered, and any licence issued by a self-regulatory
organisation or membership in any such self-regulatory
organisation shall forthwith be suspended.
(9) Where a suspension of the registration of any
registrant under section 51(1), (2) or (5) is rescinded by the
Commission for any reason, the registration of such registrant
and any licence issued by a self-regulatory organisation or
membership in any such self-regulatory organisation held by the
registrant, shall be reinstated subject to such terms and
conditions as the Commission may require.
58. (1) The Commission may, where it considers it to be in
the public interest, issue an order to revoke the registration of a
registrant registered under section 51(1), (2) or (5) for any reason
set out in section 57 other than section 57(1)(g), (j) or (k).
Revocation of
registration.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(2) Where the Commission has suspended the
registration of a registrant for a reason set out in section 57(1)(g),
(j) or (k), the Commission may revoke the registration of such
registrant if the registrant—
(a) has been convicted by a Court for an offence
involving fraud or dishonesty, whether in
Trinidad and Tobago or elsewhere;
(b) has been convicted by a Court for a
contravention of the Proceeds of Crime Act,
any other written law in relation to the
prevention of money laundering and combating
the financing of terrorism or any other written
law which may be administered or supervised
by the Commission which may be in force from
time to time; or
(c) has breached this Act.
(3) The Commission shall not revoke the
registration of a registrant under this section without giving the
registrant an opportunity to be heard.
(4) The Commission shall not revoke the
registration of a registrant unless it is satisfied that the financial
obligations of the registrant to the clients of such registrant have
been discharged to the extent possible.
(5) Where the Commission has revoked the
registration of any registrant, that registrant shall forthwith cease
activities in the area of activity for which such registrant was
registered, and any licence issued by a self-regulatory
organisation or membership in any such self-regulatory
organisation shall forthwith become invalid.
59. On application by a registrant registered under
section 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 the registrant if the
Commission is satisfied that the financial obligations of the
registrant to the clients of such registrant have been
discharged and the surrender of the registration would not be
prejudicial to the public interest.
Ch. 11:27.
Surrender of
registration.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
82 Chap. 83:02 Securities
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60. (1) A person who knowingly or recklessly makes a
misrepresentation in any application, notification, or other
document required to be filed, delivered or notified to the
Commission under this Part commits an offence and is liable on
summary conviction to a fine of one million dollars and to
imprisonment for three years.
(2) A person who contravenes section 51(1) commits
an offence and is liable on summary conviction to a fine of
five million dollars and to imprisonment for five years.
61. (1) A person, who is not a reporting issuer, and who
proposes to make a distribution shall first apply to the
Commission to be registered as a reporting issuer by filing a
registration statement in such form as the Commission may
determine and paying the prescribed fee.
(2) A reporting issuer shall update its
registration statement annually and shall for that purpose file a
revised registration statement in such form as the Commission
may determine within fourteen days of the end of its financial
year and pay the prescribed fee.
(3) This section shall not apply to any issuer which is a
government entity, international agency or such other person as
may be prescribed.
(4) Subsection (1) shall not apply where the
distribution is—
(a) a limited offering and the issuer—
(i) notifies the Commission in writing of the
proposed commencement date of the
distribution within ten days of the first
distribution of securities; and
(ii) files a post distribution statement in
accordance 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;
Offence.
[9 of 2014].
Registration of
reporting
issuers.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(iii) is an associate of the issuer within
the meaning of paragraphs (a), (b) and (c)
of the definition of “associate”;
(iv) is a relative of a person referred to in
subparagraph (i);
(v) is a shareholder of the issuer; or
(vi) meets such other conditions as may be
prescribed.
(4A) An issuer shall not be required to file a post
distribution statement under section 84 with respect to a limited
offering under subsection (4)(b).
62. (1) No security shall be—
(a) distributed; or
(b) listed with any securities exchange,
unless it is registered with the Commission.
(2) An application for registration of a security may be
made by filing a distribution statement with the Commission in
such form as the Commission may determine signed—
(a) by the chief executive officer or other duly
authorised senior officer of the issuer and at
least two members of the board of directors of
the issuer;
(b) in the case of a government entity or
international agency, by the underwriter or
designated agent; or
(c) in the case of a collective investment scheme
established as a trust, by the trustee or a person
duly authorised by the trustee.
(3) Signatures appearing on the distribution statement
shall be presumed to have been affixed to that statement by
authority of the person whose signature is so affixed unless the
contrary is proven.
(4) A distribution statement shall be deemed effective
only as to the securities specified therein proposed to be offered
or as otherwise prescribed.
Registration of
securities.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(5) At the time of filing a distribution statement
pursuant to subsection (2), the applicant shall pay to the
Commission such fees as may be prescribed.
(6) (Repealed by Act No. 9 of 2014).
(7) The effective date of a distribution statement shall
be determined by the Commission.
(8) Securities which were registered under the former
Act and outstanding immediately before the coming into force of
this Act, shall be deemed to be registered under this Act.
(9) Subsection (1)(a) shall not apply to—
(a) a limited offering where the issuer—
(i) notifies the Commission in writing of the
proposed commencement date of the
distribution within ten days prior to the
first issuance of securities pursuant to the
distribution; and
(ii) files a post distribution statement in
accordance 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 public interest that the
requirements of subsection (1) be met by the issuer.
(11) For the purposes of subsection (1), debt securities
issued by the Government shall be deemed to be registered by the
Commission where—
(a) the underwriter or designated agent pays the
fees required under section 62(5); and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(b) the underwriter or designated agent files a post-
distribution statement as required by section 84.
(12) Notwithstanding subsection (11), subsection (1)
shall not apply to Treasury Bills or Treasury Notes issued by the
Government pursuant to the Treasury Bills Act and the
Treasury Notes Act.
PART V
DISCLOSURE OBLIGATIONS OF REPORTING ISSUERS
63. A reporting issuer shall, within the prescribed period,
after the end of its financial year—
(a) file with the Commission, a copy of its annual
report containing the prescribed information;
and
(b) send the annual report to each holder of its
securities, other than debt securities, addressed
to the latest address as shown on the securities
register of the reporting issuer.
64. (1) Subject to subsection (2), where a material
change occurs in the affairs of a reporting issuer, the
reporting issuer shall—
(a) within three days of the occurrence of the
material change, file with the Commission the
required report disclosing the nature and
substance of the material change, the contents
of which shall be certified by a senior officer;
(b) forthwith, and in any event within seven days of
the occurrence of the material change, publish a
notice in such form as the Commission may
require in two daily newspapers of general
circulation in Trinidad and Tobago or as
otherwise determined by the Commission and
such notice shall be authorised by a senior officer
and shall disclose the nature and substance of the
material change; and
Ch. 71:40.
Ch. 71:39.
Annual reports.
Timely
disclosure of
material
changes.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
86 Chap. 83:02 Securities
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(c) within seven days of the occurrence of the
material change file a copy of the notice
published in paragraph (b) with the
Commission.
(2) Subject to subsection (3), subsection (1) shall not
apply where the reporting issuer is of the opinion that—
(a) the disclosure required by subsection (1)(b)
would be unduly detrimental to its interests; or
(b) the disclosure required by subsection (1)(b)
would be unwarranted,
and the reporting issuer shall forthwith comply with subsection (1)(a)
and notify the Commission in writing of the material change and
of the reasons why it is of the opinion that there should not be a
notice as contemplated in subsection (1)(b).
(3) Where the Commission is of the opinion that the
disclosure of the material change would not be unduly
detrimental to the interests of a reporting issuer, it may, after
giving the reporting issuer an opportunity to be heard—
(a) require disclosure to the public of the material
change in accordance with subsection (1); or
(b) permit non-disclosure of the material change
by the reporting issuer until such time as the
Commission may determine.
65. (1) Every reporting issuer shall within the prescribed
time prepare and file with the Commission annually
comparative financial statements relating separately to—
(a) the period that commenced on the date of
incorporation or organisation and ended as of
the close of the first financial year or, if the
reporting issuer has completed a financial year,
the last financial year; and
(b) the period covered by the financial year
immediately preceding the last financial year,
if any, made up and certified as prescribed and
prepared in accordance with financial
reporting standards.
Annual
financial
statements.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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(2) Every financial statement referred to in
subsection (1) shall be accompanied by a report of the auditor.
(3) The Commission may, where the report of the
auditor required by subsection (2) is qualified in any respect,
take any action that it deems necessary until the matters giving
rise to the qualified audit report are resolved.
(4) The auditor shall, where he in the course of
performing the duties required by subsection (2) is of the opinion
that a matter could give rise to a qualification in the audit report
on the financial statements, provide notice to the Commission
immediately and deliver a copy of the notice promptly to the
reporting issuer.
(5) The notice required by subsection (4) shall
contain complete details about the circumstances giving rise
to the notice.
(6) No person shall be appointed to act as the auditor
of a reporting issuer unless such person is a member in good
standing of ICATT or its equivalent in a designated foreign
jurisdiction and meets any other requirements as may be
prescribed.
(7) The board of directors of a reporting issuer shall
have an audit committee composed of not less than three
directors of the reporting issuer, a majority of whom shall—
(a) not be employees of the reporting issuer or any
of its affiliates; or
(b) meet other such requirements as the
Commission may determine.
66. (1) Every reporting issuer shall prepare and file with the
Commission interim financial statements within sixty days of the
end of the interim period to which they relate or within such
other period as may be prescribed—
(a) where the reporting issuer has not completed its
first financial year, for the periods commencing
with the beginning of that year and ending
three, six and nine months respectively, after the
Interim
financial
statements.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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88 Chap. 83:02 Securities
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beginning of that year, but no interim financial
statement is required to be filed for a period that
is less than three months; and
(b) where the reporting issuer has completed its
first financial year, for the periods commencing
with the beginning of the current financial year
and ending three, six and nine months
respectively, after the beginning of that year,
including a comparative statement to the end of
each of the corresponding periods in the
previous financial year,
prepared in accordance with financial reporting standards and
certified as prescribed for each interim period of each financial
year beginning on, or after the coming into force of this Act.
(2) An interim financial statement prepared and filed
under subsection (1) need not include an auditor’s report, but if
an auditor has been associated with that statement, his audit
report or his comments on the unaudited financial information
shall accompany the financial statement.
67. (1) Subject to subsection (2), every financial statement
required to be prepared and filed with the Commission pursuant
to section 65 or 66, shall be concurrently sent by the reporting
issuer to each holder of its securities, other than debt securities,
to the address as shown on the securities register of the
reporting issuer at the time such financial statements are filed
with the Commission.
(2) A reporting issuer satisfies the obligation under this
Part with respect to the sending and delivery of any document,
report or statement to its security holders by—
(a) sending the document, report or statement to its
security holders by—
(i) way of compact disc or other external
memory device addressed to the latest
address as shown on the securities
register; or
(ii) electronic mail,
Filing and
delivery of
financial
statements.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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where the security holder has given written
consent or a two-thirds majority of security
holders of the reporting issuer has given
consent at a meeting of the security holders and
the reporting issuer posts the document, report
or statement on its website;
(b) publishing the document, report or statement in
two daily newspapers of general circulation in
Trinidad and Tobago;
(c) posting the document, report or statement on
the website of the reporting issuer and
publishing a notice in two daily newspapers to
be approved by the Commission, notifying the
security holders about the availability of such
document, report or statement;
(d) mailing the document, report or statement to
the most recent address as shown on the
securities register of the reporting issuer; or
(e) making the document, report or statement
available in such other manner as the
Commission may determine.
(3) Notwithstanding subsection (2), a security holder to
whom the subsection applies may make a written request for a
hard copy of any document, report or statements and the
reporting issuer shall, as soon as practicable, send such
document, report or statements addressed to the latest address as
shown on the securities register of the reporting issuer.
68. (1) A reporting issuer shall, concurrently with the
giving of notice of a meeting of its security holders, send a proxy
in such form as the Commission may determine to each holder of
voting securities of the reporting issuer entitled to receive notice
of the meeting, to the address as shown on the securities register
of the reporting issuer.
(2) A person shall not solicit proxies under subsection (1)
unless concurrently with the solicitation, there is sent to—
(a) each security holder whose proxy is solicited a
proxy circular in such form as the Commission
Proxy
solicitation.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
90 Chap. 83:02 Securities
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may determine, either as an appendix to, or as a
separate document accompanying the notice of
the meeting, when the solicitation is, by or on
behalf of the management of the reporting
issuer; and
(b) each security holder whose proxy is solicited
and to the reporting issuer a dissident proxy
circular in such form as the Commission may
determine stating the purpose of the solicitation
when the solicitation is not by, or on behalf of
the management of the reporting issuer.
(3) A person who sends a proxy circular or dissident
proxy circular shall forthwith file with the Commission a copy of
the circular and the form of proxy.
(4) This section shall not apply where a reporting issuer
is complying with—
(a) comparable requirements of the Companies
Act; or
(b) the requirements of any designated foreign
jurisdiction.
(5) In this section, “solicit” means—
(a) a request for a proxy, whether or not
accompanied by, or included in a form of proxy;
(b) a request to execute or not to execute a form of
proxy or to revoke a proxy;
(c) the sending of a form of proxy or other
communications to a security holder under
circumstances reasonably calculated to result in
the procurement, withholding or revocation of a
proxy; and
(d) the sending of a form of proxy to a security
holder 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 behalf of a
security holder;
Ch. 81:01.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 91
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L.R.O.
(f) the performance of administrative acts or
professional services on behalf of a person
requesting a proxy;
(g) the sending by a broker-dealer of documents to
a beneficial owner;
(h) the request by a person in respect of securities
of which he is the beneficial owner; or
(i) publicly announcing, by a security holder, how
the security holder intends to vote and the
reasons for that decision, and that public
announcement is made by—
(i) a speech in a public forum; or
(ii) a press release, an opinion, a statement or
an advertisement provided through a
broadcast medium or by a telephonic,
electronic or other communication
facility, or appearing in a newspaper, a
magazine or other publication generally
available to the public.
69. (1) A reporting issuer that is an approved foreign issuer
is exempt from the requirements of this Part, where the
reporting issuer—
(a) has a market capitalisation, calculated in the
prescribed manner, of no less than the
prescribed amount on the date it became a
reporting issuer under this Act;
(b) complies in all respects with the foreign
disclosure requirements of a designated foreign
jurisdiction regarding—
(i) the disclosure of material changes on a
timely basis;
(ii) the preparation, filing and delivery of
annual comparative financial statements
and an auditor’s report thereon;
(iii) the preparation, filing and delivery of
interim financial statements; and
Exemptions.
Exemptions for
certain foreign
issuers.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(iv) the preparation, filing and delivery of an
annual report, a management discussion
and analysis or other similar document on
the reporting issuer’s annual comparative
financial statements;
(c) files with the Commission all such documents
which it files with the securities regulatory
authority in a designated foreign jurisdiction
where it is registered in respect of the items
described in subsection (1)(b) as soon as
possible but in any event within seven days after
such filing is required to be made with the
foreign regulatory authority; and
(d) delivers to each security holder, resident in
Trinidad and Tobago, at the address shown on
the securities register of the reporting issuer, the
documents that such security holder would be
entitled to receive under the securities laws of
the designated foreign jurisdiction if such
security holder were resident in that jurisdiction
and such documents shall be sent within seven
days after such documents would be required to
be sent to the security holder if such security
holder were resident in that jurisdiction.
(2) Subsection (1) is not applicable to an approved
foreign issuer if, as at the end of the last financial year of the
approved foreign issuer, the number of voting securities of the
issuer held beneficially and of record, directly or indirectly, by
residents of Trinidad and Tobago is twenty per cent or more of
the outstanding voting securities of the issuer on such date or
such other per cent as may be prescribed.
(3) A reporting issuer which is an approved foreign
issuer shall certify annually to the Commission in writing,
concurrently with the filing of its annual comparative financial
statements, that it is an approved foreign issuer and is permitted
to rely on the exemption provided by this section.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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70. (1) Subject to subsection (2), a reporting issuer who—
(a) contravenes this Part; or
(b) knowingly or recklessly makes a
misrepresentation in any document required to
be filed with the Commission or delivered to
security holders under this Part,
commits an offence and is liable on conviction on indictment to
a fine of one million dollars and to imprisonment for three years.
(2) Where a reporting issuer is convicted of an offence
under subsection (1), each senior officer of the reporting issuer,
who knowingly or recklessly authorised, permitted or acquiesced
in the offence is also liable on conviction on indictment for such
offence to a fine of five hundred thousand dollars and to
imprisonment for two years.
(3) Notwithstanding subsection (2), the defence
available to a senior officer under section 165(3) is also
available to a senior officer in respect of this section.
(4) Where a senior officer is convicted of an offence
under subsection (2), the Commission may order under
section 155, and in addition to any other order that the
Commission may make, that the senior officer be prohibited
from being a senior officer of a registrant or self-regulatory
organisation for a period not exceeding ten years.
71. (1) The Commission may—
(a) on its own motion; or
(b) on application by a reporting issuer and
payment of the prescribed fee,
make an order declaring, subject to such conditions as it considers
appropriate, that the issuer is no longer a reporting issuer.
(2) Where a reporting issuer fails to file a report or
statement required to be filed under this Part for more than six
months following the prescribed date by which the report or
statement is required to be filed, the Commission may impose
such conditions on a reporting issuer as it sees fit including
suspension and cessation of trading until such time as the
outstanding report or statement is filed.
Offence.
[9 of 2014].
Ceasing to be a
reporting issuer.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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PART VI
DISTRIBUTION
72. (1) For the purpose of this Part, an advertisement
solicits the purchase or sale of securities if—
(a) it invites a person to enter into an agreement
for, or with a view to subscribing for, or
otherwise acquiring or underwriting any
securities; or
(b) it contains information reasonably calculated to
lead, directly or indirectly, to a person entering
into such an agreement.
(2) In this Part—
“accredited investor” means—
(a) a person who has access to substantially the
same information concerning the issuer that is
required in a prospectus under this Part;
(b) a senior officer of the issuer, or a spouse of any
such person;
(c) a bank, insurance company, loan or trust
company incorporated, governed, or regulated
under the laws of Trinidad and Tobago;
(d) a registrant under section 51(1), (2) or (5);
(e) a government entity, international agency or any
foreign government;
(f) an individual who has total net worth of no less
than five million dollars or such higher amount
as may be prescribed;
(g) any person other than an individual, including a
collective investment scheme, that has total net
worth of no less than ten million dollars or such
higher amount as may be prescribed;
(h) any person outside of Trinidad and Tobago that
is analogous to persons referred to in
paragraphs (c), (d), (f) and (g); or
(i) a person who meets such other requirements as
may be prescribed;
Definition and
construction.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 95
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
“financial assets” means—
(a) cash;
(b) securities;
(c) any contract of insurance; or
(d) a certificate or document constituting evidence
of any interest in a deposit account with—
(i) a financial institution;
(ii) a credit union as defined under the
Co-operative Societies Act; or
(iii) an insurance company registered under
the Insurance Act;
“non-financial assets” means the value of land, buildings or other
property excluding the value of the primary residence of
a person;
“offer to sell” includes an attempt or offer to dispose of, or a
solicitation of an offer to buy, a security.
“total net worth” means total financial assets and non-financial
assets less total liabilities.
73. (1) Subject to section 79, no person shall trade in a
security that would be required to be registered pursuant to
section 62(1), unless a prospectus has been filed with the
Commission with the prescribed fee and a receipt therefor has
been issued by the Commission.
(2) Notwithstanding subsection (1), no person shall trade
in an asset-backed security where such trade would be a
distribution, unless such security has received an approved rating.
(3) Subsection (2) does not apply to a trade in an asset-
backed security distributed under an exemption provided for
in section 79.
74. (1) A person shall not solicit the purchase or sale of a
security by way of advertisement in connection with a
distribution of a security, unless a receipt has been issued by the
Ch. 81:03.
Ch. 84:01.
Prospectus
required.
[9 of 2014].
Advertising.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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Commission under this Act for a prospectus offering the security
and the advertisement—
(a) identifies the security distributed;
(b) states that a receipt has been issued;
(c) identifies a person from whom the prospectus
offering the securities may be obtained, and
identifies a person through whom orders will be
executed; and
(d) contains any other prescribed information.
(2) Notwithstanding subsection (1), a person may solicit
an expression of interest from an accredited investor with respect
to a proposed distribution provided that the person—
(a) notifies the Commission in writing that he
intends to do so and identifies the security
proposed to be distributed; and
(b) notifies the accredited investor that—
(i) either the security is being distributed
pursuant to a limited offering or a
distribution statement related to the
proposed distribution has been filed with
the Commission but has not been made
effective;
(ii) no offer to buy the securities can be
accepted and no part of the purchase price
can be recovered until the distribution
statement for the proposed distribution
has become effective or the Commission
has been notified of the date of the
distribution under section 62(9)(a)(i); and
(iii) any such expression of interest shall not
be binding on either party.
75. (1) An issuer, or a registrant under section 51(1) acting as
agent for the issuer, who receives an order or subscription for a
security offered in a distribution, shall send or deliver to such
person a prospectus, or amended prospectus, as the case may be,
within two business days after the order or subscription is received.
Delivery of
prospectus.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 97
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(2) An agreement of purchase and sale in relation to an
order or subscription referred to in subsection (1) is not binding
on a purchaser if the issuer or the registrant under section 51(1)
acting as agent for the issuer, receives not later than two business
days after the day the purchaser received a prospectus or an
amended prospectus under subsection (1), written notice that the
purchaser intends not to be bound by the agreement.
(3) A person who files a prospectus with the Commission
pursuant to section 73, during the period of distribution
determined in accordance with section 83, shall furnish to a
registrant under section 51(1), (2), and (5) a reasonable number of
copies of the prospectus upon request and without charge.
(4) For the purposes of this section, the receipt of a
prospectus by a person who acts solely as agent of the purchaser with
respect to the purchase of a security referred to in subsection (1), is
deemed to be a receipt by the principal purchaser as of the date on
which the agent received the prospectus.
76. (1) A prospectus shall contain full and true
disclosure in plain language of all material facts concerning the
issuer and the securities to be distributed, and shall comply with
the prescribed requirements.
(2) In addition to subsection (1), a prospectus
distributing securities of a collective investment scheme shall
comply with such additional requirements as may be prescribed.
77. (1) Where a prospectus has been filed with the
Commission under section 73 in respect of any proposed
distribution of securities and at any time during which an
agreement in respect of those securities can be entered into in
pursuance of that offer, or during the period of distribution
thereunder—
(a) there is a material change; or
(b) a material fact occurs,
the inclusion of information in respect of which would have been
required to be included in the prospectus if it had arisen when the
Contents of
prospectus.
Amended
prospectus.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
98 Chap. 83:02 Securities
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prospectus was prepared, the issuer shall file with the
Commission an amended prospectus containing particulars of
that material change or material fact as the case may be, together
with the prescribed fee and every prospectus thereafter sent or
delivered to any person shall include such amended prospectus.
(2) Where an amended prospectus is required to be
prepared and filed with the Commission under subsection (1), the
distribution of securities under the prospectus shall cease until
such time as the Commission has issued a receipt for the
amended prospectus.
(3) Subject to section 75(2), an issuer, or a registrant
under section 51(1) acting as agent for the issuer, who sends a
prospectus to a purchaser under section 75(1) shall send to each
such purchaser an amended prospectus forthwith after a receipt is
issued by the Commission in respect of such amended prospectus.
78. (1) A receipt shall not be issued by the Commission for
a prospectus that includes a report, opinion, valuation or
statement purporting to be made by an expert unless—
(a) that expert has given, and has not before
delivery of a copy of the prospectus is
withdrawn, his written consent to the inclusion
of the statement in the form and context in
which it is included in the prospectus; and
(b) there appears in the prospectus a statement
that the expert has given and has not
withdrawn his consent.
(2) The written consent of an expert under
subsection (1) shall be filed in the prescribed manner.
79. (1) Subject to subsection (2), section 73 does not apply
to a distribution—
(a) by an issuer where the purchaser is an affiliate
of the issuer acting as principal;
(b) by an issuer of a security that is distributed to
holders of its securities as a dividend or a
distribution out of earnings, surplus, capital or
other sources;
Expert’s
consent.
Exemptions.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 99
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(c) by an issuer of a security to holders of its
securities incidental to a reorganisation or
winding up or to a distribution of its assets for
the purpose of winding up its affairs;
(d) by an issuer of a security pursuant to the exercise
of a right to acquire a security of its own issue,
which right was previously granted by the issuer,
if no commission or other remuneration is paid
or given in respect of the distribution except for
administrative or professional services or for
services, other than the solicitation of investors,
performed by a registrant registered under
section 51(1);
(e) by an issuer of a right, transferable or otherwise,
granted by it to holders of its securities to
purchase additional securities of its own issue,
and of securities pursuant to the exercise of
such a right if the issuer—
(i) files with the Commission a notice that is
to be sent to its security holders and the
Commission does not inform the issuer in
writing within ten days of the filing that it
objects to the distribution; and
(ii) sends to its security holders any
information relating to the securities that
is satisfactory to the Commission;
(f) by an issuer of a security that is exchanged by
or for the account of the issuer with another
issuer or the security holders of another issuer
pursuant to—
(i) a statutory amalgamation or arrangement; or
(ii) a statutory procedure by which one issuer
takes title to the assets of another issuer
that loses its existence by operation of
law or by which the existing issuers
merge into a new issuer;
(g) by an issuer pursuant to a take-over bid;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(h) by an issuer of securities of its own issue or that
of an affiliate to its senior officers or
employees, or senior officers or employees of
an affiliate, if—
(i) in the case of employees, the employees
are not induced to purchase the securities
by expectation of employment or
continued employment with the issuer; and
(ii) no commission or other remuneration is
paid or given in respect of the distribution
except for professional services or for
services other than the solicitation of
employees, performed by an issuer;
(i) where the Commission makes an order
declaring that the cost of providing a prospectus
outweighs the resulting protection to investors,
but in such circumstances the Commission may
make the order subject to any conditions it
considers appropriate;
(j) of securities issued or guaranteed by a
government entity, a government of a designated
foreign jurisdiction or an international agency;
(k) by a person declared an exempt purchaser by
order of the Commission who purchases as
principal or as trustee for accounts fully
managed by it;
(l) by a reporting issuer to fewer than fifty
accredited investors where—
(i) the distribution is not accompanied by an
advertisement other than an
announcement, on prescribed terms, of
its completion;
(ii) no selling or promotional expenses are
paid in connection with the trade
except for professional services or
services performed by a registrant
under section 51(1); and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(iii) where the accredited investor is an
individual, other than an individual
described in paragraph (b) or (d) of the
definition of accredited investor, the
individual has obtained investment advice
in respect of the distribution from—
(A) a registrant under section 51(1), (2)
or (5); or
(B) any prescribed person,
who receives no remuneration from the issuer
or selling security holder in connection 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 such form as the Commission may determine has
been delivered to each purchaser of the asset-backed security.
(3) The certificate or other proof of ownership for any
security distributed under an exemption in subsection (1)(a), (k),
(l) or (m) shall contain the prescribed statement.
(4) Subject to subsection (6), section 73 does not apply to
a distribution by a person within the meaning of paragraph (d) of the
definition of “distribution” if the distribution is a trading transaction.
(5) For the purposes of subsections (4) and (6), a
distribution is a trading transaction where—
(a) the distribution is conducted by, or through a
registrant under section 51(1);
(b) the issuer of the security being distributed has
been a reporting issuer for at least twelve
months immediately preceding the date of
commencement of the distribution;
(c) no selling or promotional expenses are incurred
in connection with the distribution except for
services customarily performed by a registrant
under section 51(1);
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(d) the distribution takes place through the facilities
of a securities exchange;
(e) at the time of the distribution, the selling
security holder does not have knowledge or
possession of any material non-public
information in respect of the reporting issuer;
(f) if the securities being distributed have been
acquired by the selling security holder under a
prospectus exemption, at least six months have
elapsed from the date of the initial exempt
distribution; and
(g) notice of the intention to distribute securities in
a trading transaction is published by a notice in
two daily newspapers of general circulation in
Trinidad and Tobago and filed with the
Commission no less than three and no more
than ten business days prior to the first sale by
the selling security holder.
(6) Subsection (4) is not available in a distribution that
is a trading transaction unless—
(a) the first sale takes place no less than three
business days and no more than ten business
days after the date of issuance of the notice
required by subsection (5)(g); and
(b) the final sale takes place no later than the
sixtieth day after the date of issuance of the
notice required by subsection (5)(g).
80. (1) In connection with a distribution of securities, an
issuer that is an approved foreign issuer may satisfy the
requirements of sections 73, 75, 76, 77 and 78 of this Part by—
(a) filing with the Commission—
(i) a certificate signed by a senior officer of
the issuer certifying that it is an approved
foreign issuer;
(ii) a copy of the receipt or other evidence
that the prospectus or offering document
Exemptions for
approved
foreign issuers.
[9 of 2014].
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to be used in connection with a
distribution of securities has become final
for the purposes of a distribution of
securities in a designated foreign
jurisdiction;
(iii) a copy of all documents incorporated or
deemed incorporated by reference in the
prospectus or offering document;
(iv) a copy of all reports or valuations filed in
the designated foreign jurisdiction in
connection with the distribution;
(v) a form of submission to jurisdiction and
appointment of agent for service of process
of the issuer in such form as the
Commission may determine; and
(vi) a copy of the prospectus or offering
document, and each supplement or
amendment thereto, including a
certificate of a senior officer of the issuer
certifying that the prospectus or offering
document constitutes full and true
disclosure in plain language of all
material facts relating to the issuer and
the securities being distributed; and
(b) delivering to each purchaser in Trinidad and
Tobago—
(i) the offering document or prospectus,
and each supplement or amendment
thereto; and
(ii) an addendum to the offering document or
prospectus containing the prescribed
information.
(2) Subsection (1) does not apply to an approved
foreign issuer where—
(a) following the distribution, the number of voting
securities of the issuer held, beneficially and of
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record, directly or indirectly, by residents of
Trinidad and Tobago would amount to twenty
per cent or more in the aggregate of the total
number of voting securities outstanding of the
issuer;
(b) the approved foreign issuer is a collective
investment scheme;
(c) the approved foreign issuer has a market
capitalisation of less than the amount as
prescribed on the date the documents required
to be filed under subsection (1) are filed with
the Commission; or
(d) the documents required to be filed by the issuer
under subsection (1) are not filed in English.
(3) Subject to subsection (2), where an approved foreign
issuer files with the Commission the documents and material
required under subsection (1), the Commission shall issue a
receipt for such prospectus or offering document unless the
Commission determines it is not in the public interest to do so.
81. (1) The first trade in securities previously acquired
pursuant to an exemption contained in paragraph (a), (d), (k), (l)
or (m) of section 79(1), other than a further trade exempted by
this Act, is deemed to be a distribution, unless—
(a) the issuer whose securities are being traded is and
has been a reporting issuer for the twelve months
immediately preceding the date of the trade;
(b) the trade is not a distribution within the meaning
of paragraph (d) of the definition of distribution;
(c) no unusual effort is made to prepare the market
or to create a demand for the securities that are
the subject of the trade;
(d) no extraordinary commission or consideration
is paid to a person in respect of the trade;
(e) if the seller is a person connected to a reporting
issuer within the meaning of Part IX, such seller
has no reasonable grounds to believe that such
issuer is in default under this Act; and
Resale
restrictions.
[9 of 2014].
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(f) at least six months have elapsed from the date
of the initial distribution with the exception of
securities previously acquired pursuant to an
exemption contained in section 79(1)(d).
(2) A person who purchases a security pursuant to an
exemption from the prospectus requirement of section 73(1), that
is available under this Act at a time when the condition set forth
in subsection (1)(f) has not been satisfied, shall be in the same
position as the seller for the remainder of the period specified in
subsection (1)(f).
(3) Where a security of an issuer is distributed on
conversion or exchange of another security of the same issuer at
a time when the condition set forth in subsection (1)(f) has not
been satisfied in respect of the convertible or exchangeable
security, a person who takes such security distributed on
conversion or exchange shall be in the same position for the
remainder of the period specified in subsection (1)(f) as if such
conversion or exchange had not occurred.
82. (1) Subject to subsections (2), (3) and (4), the
Commission shall issue a receipt for a prospectus within a
reasonable time after the date of the filing of the prospectus.
(2) The Commission shall refuse to issue a receipt for a
prospectus if—
(a) the prospectus or any document filed
therewith—
(i) contains a misrepresentation;
(ii) contains any statement, promise, estimate
or forecast that is misleading, false or
deceptive;
(iii) fails to disclose any material fact which
may be required under this Act; or
(iv) fails to comply with any requirement of
this Act;
(b) the distribution in connection with which it is
filed is deceptive;
Receipt for
prospectus.
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(c) an extraordinary commission or consideration
has been or is intended to be given for
promotional purposes or for the acquisition of
the security;
(d) in the opinion of the Commission, the past
conduct of—
(i) the issuer;
(ii) any senior officer of the issuer;
(iii) the promoter of the distribution;
(iv) a person holding securities sufficient to
materially affect the control of the issuer; or
(v) any other person who exercises or is
reasonably considered by the
Commission likely to exercise influence
over its management or policies,
suggests that the business or affairs of the issuer
are likely to be conducted in a manner that is not
honest or financially responsible or that may be
unfair to holders of its securities;
(e) the proceeds that the issuer will receive from the
distribution, together with its other resources,
are not sufficient to accomplish the purpose of
the distribution stated in the prospectus;
(f) an expert who has prepared or certified a part of
the prospectus or report used in connection with
it, or who has filed a consent with the
Commission, is not acceptable to the
Commission;
(g) the issuer is in default in filing or delivering any
document with the Commission required under
this Act or under any other written law by or
under which it is incorporated or organised;
(h) a broker-dealer, underwriter or investment
adviser named in the prospectus is not
registered under section 51(1) or authorised to
perform equivalent functions under the laws of
a designated foreign jurisdiction;
(i) where a minimum amount of funds is required by
an issuer, the prospectus does not indicate that
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the distribution will cease if the minimum
amount of funds is not subscribed within ninety
days of the commencement of the distribution; or
(j) the Commission considers that the distribution
would be prejudicial to the public interest.
(3) The Commission shall not refuse to issue a receipt
for a prospectus without giving the person who filed the
prospectus an opportunity to be heard.
(4) The Commission may, in connection with the
issuance of a receipt for a prospectus, impose any condition
which in the opinion of the Commission is necessary for the
protection of investors including a condition that—
(a) outstanding securities of the issuer be held in
escrow upon such terms as the Commission
may specify;
(b) the proceeds of a distribution which are payable
to the issuer be held in trust until such amounts,
as may be specified by the Commission, are to
be released to the issuer; and
(c) no sales pursuant to the distribution may be
completed before such time as may be specified
by the Commission.
83. (1) For the purposes of this Part, a distribution
commences on—
(a) the effective date of a distribution statement
as determined by the Commission under
section 62(7); or
(b) in the case of a limited offering, the date of first
issuance of the security.
(2) Where in the first ninety days following the
commencement of a distribution, twenty-five per cent or less of
the securities proposed to be distributed and sold under the
prospectus are actually sold and paid for, the distribution shall
cease and the funds shall be returned to subscribers until such
time as a new prospectus is filed and a receipt therefor issued by
the Commission.
Commencement
and cessation of
distribution.
[9 of 2014].
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(3) Where a minimum amount of funds is required by
an issuer, and such minimum amount of funds is not raised by the
issuer in the first ninety days following the commencement of
the distribution, the distribution shall cease and the funds shall be
returned to subscribers until such time as a new prospectus is
filed and a receipt therefor issued by the Commission.
(4) Subject to subsection (5), a distribution shall not
continue longer than one year and twenty days from—
(a) the effective date of the distribution statement
relating to it unless the Commission issues a
new effective date, in which case the period
runs from the latter effective date; or
(b) in the case of a limited offering, the date of first
issuance of the security.
(5) The Commission may determine that the period
specified in subsection (4) be reduced to not less than six months.
(6) Subsections (2), (3) and (4) do not apply to a
distribution of securities by a collective investment scheme.
84. (1) A person who distributes a security, other than a
security which is issued by a collective investment scheme—
(a) under a prospectus which has been filed with
the Commission and receipt obtained therefor
under this Act; or
(b) pursuant to an exemption from the requirement
to file a prospectus with the Commission,
shall within ten business days of the completion of the
distribution, file a post-distribution statement in respect of the
securities distributed with the Commission in such form as the
Commission may determine.
(2) A post-distribution statement shall be signed by—
(a) the chief executive officer or other duly
authorised senior officer of the issuer and at
least two members of the board of directors of
the issuer; or
Post-
distribution
statement.
[9 of 2014].
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(b) in the case of a government entity or
international agency, by the underwriter or
designated agent of the government entity or
international agency.
(3) (Repealed by Act No. 9 of 2014).
PART VII
MARKET CONDUCT AND REGULATION
DIVISION 1—STAMP DUTY
85. Notwithstanding the Stamp Duty Act, no stamp duty
shall be payable in respect of the transfer of any security in
accordance with the rules of governance of any registered
self-regulatory organisation.
DIVISION 2—TRANSACTIONS CONDUCTED OTHER THAN
THROUGH A SECURITIES EXCHANGE
86. Where a registrant under section 51(1)(a) participates
in trades other than through the facilities of a securities
exchange, such a registrant shall keep a record of all trades
executed by any person other than through the facilities of a
securities exchange and shall file with the Commission a report
of the trades in such form as the Commission may determine and
within the prescribed period.
DIVISION 3—RECORD-KEEPING AND COMPLIANCE REVIEWS
87. (1) Every market actor shall—
(a) make and keep such books, records and other
documents in such form and for such periods as—
(i) are reasonably necessary in the conduct
of its business and operations, including
documentation of compliance with this
Act and the proper recording of its
business transactions, financial affairs
and the transactions that it executes on
behalf of others;
(ii) are required by this Act;
Exemption
from stamp
duty.
Ch. 76:01.
Trades
conducted other
than through a
securities
exchange.
[9 of 2014].
Record-
keeping.
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(iii) are required by the Proceeds of Crime
Act, any other written law in relation to
the prevention of money laundering and
combating the financing of terrorism or
any other written law that is administered
or supervised by the Commission, which
may be in force from time to time; and
(iv) otherwise prescribed;
(b) file with, or deliver to, the Commission any
prescribed document, instrument, writing or
report; and
(c) make available to a person any report referred to
in paragraph (b) upon request.
(2) Without limiting the generality of subsection (1),
every self-regulatory organisation that is a securities exchange
shall keep a record as prescribed of the time at which each
transaction on a self-regulatory organisation took place and any
other prescribed information and shall supply to a client of a
member of the self-regulatory organisation, on production of a
written confirmation of a transaction with the member, particulars
of the time at which the transaction took place and verification or
otherwise of the matters set forth in the written confirmation.
(3) On the request of a person who produces a written
confirmation of a trade on his behalf through its facilities, a
securities market shall furnish to him—
(a) forthwith, if the trade was executed within thirty
days of the request; and
(b) within a reasonable time, if the trade was
executed more than thirty days before the request,
details of when the trade took place and of any other matter
contained in the confirmation of which the securities market
acquired knowledge in the ordinary course of its business.
(4) Any book, record or other document required to be
kept under this Act shall be kept for a period of at least six years
or as otherwise prescribed.
Ch. 11:27.
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88. Every market actor shall deliver to the Commission at
such time as the Commission or any duly authorised member,
employee or agent of the Commission may request in the
performance of its or his functions under this Act—
(a) any of the books, records or documents that are
required to be kept by the market actor under
this Act or copies or extracts thereof; and
(b) any filings, reports or other communications
made to any other regulatory agency whether
required under this Act or any other written law
or copies or extracts thereof.
89. (1) In the performance of the functions of the
Commission under this Act, the chief executive officer or any
duly authorised employee or agent of the Commission so
authorised in writing by the chief executive officer, shall be
permitted to review the books, records or documents of a
registrant or self-regulatory organisation for the purpose of—
(a) determining whether the provisions of this Act,
the Proceeds of Crime Act, any other written
law in relation to the prevention of money
laundering and combatting the financing of
terrorism or any other written law that is
administered or supervised by the Commission
are being complied with; and
(b) assessing any risk in respect of the registrant
or self-regulatory organisation that could
prejudice its financial viability or the interests
of its clients, members, investors or the
securities industry.
(2) A person conducting a compliance review under
this section shall, on production of his authorisation, be
permitted to—
(a) enter the business premises of any registrant or
self-regulatory organisation during normal
business hours upon providing reasonable
written notice to such registrant or self-
regulatory organisation;
Provision of
information to
the
Commission.
Compliance
reviews.
[9 of 2014].
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(b) inquire into and examine the books, records or
documents of the registrant or self-regulatory
organisation that are required to be kept under
section 87, and make copies of, or take extracts
from, the books, records or documents; or
(c) request any information or explanation as he
considers necessary for the due performance of
his duties.
(3) References to books, records, or documents in this
section include all books of account, tangible or intangible
securities or other instruments, cash or cash equivalents,
vouchers, sales contracts, minutes of meetings or other records,
accounts or data.
(4) The Commission may charge a fee as prescribed for
a compliance review conducted under this section.
(5) A statement made by a person in compliance with a
requirement imposed by virtue of this section shall not be used in
evidence against him in criminal proceedings.
90. (1) Notwithstanding any other action or remedy
available under this Act, if a compliance review conducted
under section 89 or any other review or inspection reveals that a
registrant or self-regulatory organisation—
(a) is committing, or is about to commit an act or is
pursuing or is about to pursue any course of
conduct, that is an unsafe or unsound practice in
conducting the business of securities;
(b) is committing, or is about to commit an act, or
is pursuing or is about to pursue a course of
conduct, that may directly or indirectly be
prejudicial to the interest of investors;
(c) is contravening or is about to contravene any of
the provisions of this Act or Bye-laws or
Guidelines made thereunder or the Proceeds of
Crime Act, any other written law in relation to
the prevention of money laundering and
combating the financing of terrorism or any
Compliance
directions.
[9 of2014].
Ch. 11:27.
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other written law that is administered or
supervised by the Commission which may be in
force from time to time; or
(d) has breached any requirement or failed to
comply with any measure imposed by the
Commission in accordance with this Act or
Bye-laws or Guidelines made thereunder,
the chief executive officer, upon notifying the Chairman, may
direct the registrant or self-regulatory organisation within such
time as may be specified, to take all such measures as he may
consider necessary to remedy the situation or minimise the
prejudice.
(2) For the purposes of this section, “unsafe or unsound
practices” includes without limitation, any action or lack of
action that is contrary to generally accepted standards or prudent
operation and behaviour, the possible consequences of which, if
continued, would be a risk of loss or damage to a registrant or
self-regulatory organisation, its investors or the general public.
(3) Subject to subsection (6), before a direction is
issued, the person to whom the direction is to be issued shall 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 make representations to the
chief executive officer.
(4) If the person served with the notice referred to in
subsection (3) fails to attend at the time and place stipulated by
the said notice, the chief executive officer, upon notifying the
Chairman, may proceed to issue directions in his absence.
(5) Where after considering the representations made in
response to the notice referred to in subsection (3), the chief
executive officer determines that the matters specified in the
notice are established, the chief executive officer, upon notifying
the Chairman, may proceed to issue directions to the person
served with the notice.
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(6) Notwithstanding subsection (3), if in the opinion of
the chief executive officer, the length of time required for the
representations to be made might be prejudicial to investors or to
the stability of the securities industry, the chief executive officer
may, upon notifying the Chairman, make an interim direction
with respect to the matters referred to in subsection (1) having
effect for a period of not more than twenty business days.
(7) A direction made under subsection (6) continues to
have effect after the expiration of the twenty-day period referred
to in that subsection if no representations are made to the chief
executive officer within that period, or if representations have
been made, the chief executive officer notifies the person to
whom the direction is issued that he is not satisfied that there are
sufficient grounds for revoking the direction.
(8) A person who fails to take measures directed
pursuant to subsection (1) commits an offence and is liable on
summary conviction to a fine of five million dollars and to
imprisonment for five years.
(8A) If a person to whom a direction is issued fails to
comply with the said direction the chief executive officer may, in
addition to any other action that may be taken under this Act,
apply to a Judge in Chambers for an order requiring that person
to comply with the direction, cease the contravention or do
anything that is required to be done and on such application the
Judge may so order and make any other order as he thinks fit.
(8B) A decision of the chief executive officer to issue a
direction under subsection (1) shall be deemed to be a decision
of the Commission.
(9) All directions issued under this section shall be
referred to as “compliance directions”.
DIVISION 4—MARKET MANIPULATION OFFENCES
91. (1) No person shall do anything, take part, carry out, or
cause anything to be done, whether directly or indirectly, in one
or more related transactions, with the intention that or being
reckless as to whether such transaction has or is likely to have the
effect of creating a false or misleading appearance of trading
activity on a securities market.
False trading
and artificial
prices in a
securities
market.
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(2) No person shall do anything, take part in, carry out,
or cause anything to be done, whether directly or indirectly, in
one or more related transactions, with the intention that or being
reckless that such transaction has or is likely to have the effect of
creating an artificial price, or maintaining at an artificial level a
price, for a security on a securities market.
(3) Without limiting the generality of subsections (1)
and (2), where a person—
(a) enters into or carries out, directly or indirectly,
any transaction which purports to be a
transaction of sale or purchase of securities that
does not involve a change in the beneficial
ownership of the securities;
(b) offers to sell securities at a price that is
substantially the same as the price at which he
has made or proposes to make or knows that
another person acting jointly or in concert with
him has made or proposes to make an offer to
purchase the same or substantially the same
number of the securities; or
(c) offers to purchase securities at a price that is
substantially the same as the price at which he
has made or proposes to make, or knows that
another person acting jointly or in concert with
him has made or proposes to make, an offer to
sell the same or substantially the same number
of the securities,
the person is presumed, for the purposes of subsections (1)
and (2) to be doing something or causing something to be
done, with the intention that, or being reckless as to whether
such transaction has, or is likely to have, the effect of creating
a false or misleading appearance of trading activity on a
securities market, or creating or maintaining at a level that is
artificial, a price for a security on a securities market unless
the contrary is proven by him.
92. No person shall—
(a) enter into or carry out, directly or indirectly, any
transaction or sale or purchase of securities that
Price rigging.
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does not involve a change in the beneficial
ownership of those securities, with the intention
that, or being reckless as to whether such
transaction has, or is likely to have, the effect of
maintaining, increasing, reducing, stabilising,
or causing fluctuations in, the price of securities
traded on a securities market; or
(b) enter into or carry out, directly or indirectly, any
fictitious or artificial transaction or device, with
the intention that, or being reckless as to whether,
such transaction has, or is likely to have, the
effect of maintaining, increasing, reducing,
stabilising, or causing fluctuations in the price of
securities traded on a securities market.
93. No person shall disclose, circulate or disseminate, or
authorise the disclosure, circulation or dissemination of
information to induce another person to buy, sell or otherwise
trade in securities, whether or not such purchase, sale or trade is
with such person, where the information contains a
misrepresentation, and the person knows, or is reckless as to
whether, the information contains a misrepresentation.
94. A person shall not, directly or indirectly, enter into, carry
out or participate in any transaction in securities of an issuer by
itself or in conjunction with any other transaction that the person
knows or reasonably ought to know will result in or contribute to
a misleading appearance of trading activity in, or an artificial
price for, a security.
95. A person shall not, directly or indirectly, in connection
with a trade in securities—
(a) employ any device, scheme or artifice with the
intent to defraud or deceive;
(b) engage in any act, practice or course of business
which is fraudulent or deceptive, or would
operate as a fraud or deception; or
(c) make any untrue statement of a material fact or
omit to state a material fact with the intention
to mislead.
Dissemination
of information
containing a
misrepresenta-
tion.
Securities
market
manipulation.
Use of
fraudulent or
deceptive
devices.
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96. (1) No registrant under section 51(1)(a) or employee of
such a registrant shall effect trades that are excessive in volume
or frequency with or for a client in respect of whose trading he is
in a position to control or direct.
(2) No person who has discretionary authority over, or
who is a trustee for an account of another, shall effect or cause to
be effected trades that are excessive in volume and frequency for
the person whose account he has discretionary authority over or
is a trustee for.
(3) For the purposes of this section, whether trades are
excessive in volume or frequency shall be determined on the
basis of such factors as the amount of profits or commissions of
the registrant, employee or other person in relation to the size of
the account of the client or the pattern of trading in the account,
or the needs and objectives of the client as ascertained on
reasonable inquiry.
97. (1) The Commission may prescribe standards for
the conduct of a registrant in relation to a client or investor
to prevent—
(a) a conflict of interest; or
(b) any other conduct that would enable a registrant
to treat a client or investor unfairly.
(2) The Commission may prescribe standards for the
conduct of a registrant under section 51(1)(a) and (c) in relation
to the custody or lending of any money or security held for a
client or investor.
98. (1) A registrant under section 51 shall not
recommend a trade in a security to any client unless—
(a) he has reasonable grounds to believe that the
recommendation is suitable for the client on the
basis of information furnished by the client after
reasonable inquiry as to his investment objectives,
investment experience, financial situation and
needs, or on any other information known to the
registrant; and
Excessive
trading.
Standard of
conduct for
registrants.
Restrictions on
recommendation.
[9 of 2014].
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(b) he discloses in writing to any such person all
conflicts of interest or potential conflicts of
interest that he has, or may have, in respect of
the security or the issuer of the security,
including any conflict or potential conflict of
interest arising from—
(i) his holding of securities of the issuer as
beneficial owner;
(ii) any compensation arrangement with any
person;
(iii) his acting as underwriter in any
distribution of securities of the issuer in
the three years immediately preceding; or
(iv) any direct or indirect financial or other
interest in the security or the issuer of the
security held by the registrant.
(2) Where a registrant registered under section 51
publishes a research report which is not prepared for a specific
client and which recommends generally a trade in security, that
research report—
(a) shall contain the information required in
subsection (1)(b); and
(b) is exempt from the requirement outlined in
subsection (1)(a).
99. A person who contravenes section 91, 92, 93, 94, 95, 96
or 98 commits an offence and is liable on summary conviction to
a fine of two million dollars and imprisonment for five years.
DIVISION 5—INSIDER TRADING
100. (1) No person connected to a reporting issuer shall,
directly or indirectly, buy, sell, or otherwise trade in any
securities of such reporting issuer, on a securities market, during
any time that such person has knowledge or possession of
material non-public information, however obtained, until such
information has been published.
Offence.
[9 of 2014].
Prohibition on
use of material
non-public
information.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(2) No person connected to a reporting issuer shall, directly
or indirectly, counsel, procure or otherwise advise any person to buy,
sell, or otherwise trade in any securities of such reporting issuer, on a
securities market, during any time that such person has knowledge or
possession of material non-public information, however obtained,
until such information has been published.
101. A person connected to a reporting issuer shall not,
directly or indirectly, communicate or otherwise disclose any
material non-public information to any person until such
information has been published, unless in the necessary course
of business.
102. A person who contravenes section 100 or 101 commits
an offence and is liable on summary conviction to a fine of ten
million dollars and to imprisonment for ten years.
103. No transaction is—
(a) void; or
(b) voidable by the person who has knowledge or
possession of material non-public information,
by reason only that it was entered into in contravention of
section 100 or 101.
104. (1) Sections 100 and 101 do not prohibit a person by
reason of his having knowledge or possession of any material
non-public information from—
(a) entering into a transaction in the course of the
exercise in good faith of his functions as
liquidator, receiver, receiver-manager or trustee
in bankruptcy; or
(b) acquiring securities through any employee profit-
sharing plans or employee stock ownership plan
established to provide for the ownership of such
securities by all employees where—
(i) the participation of the person in such plan
is established prior to the time that the
person acquired knowledge or possession
of the material non-public information; or
Prohibition on
the disclosure
of material non-
public
information.
Offence.
[9 of 2014].
Transaction not
void or
voidable.
Exceptions to
sections 100
and 101.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(ii) the plan provides for the automatic
acquisition of securities by participants in
such plan.
(2) A person is not, by reason only of his having knowledge
or possession of material non-public information relating to any
particular transaction, prohibited by section 100 or 101—
(a) from buying or selling or participating in any
transaction on any securities market; or
(b) from doing any other thing in relation to
securities which he is prohibited from buying
or selling or causing to be traded on any
securities market,
if he does that thing only in order to facilitate the completion or
carrying out of a transaction that was agreed to before the time
that the person acquired knowledge or possession of the material
non-public information and the transaction is completed on the
same terms.
(3) An entity who buys, sells or otherwise trades in
securities of a reporting issuer with knowledge or possession of
material non-public information that has not been published is
exempt from section 100(1), where the entity proves that—
(a) no senior officer, partner, employee or agent of
the entity that made or participated in making
the decision to buy, sell or otherwise trade the
securities of the reporting issuer had knowledge
of the material non-public information; and
(b) no investment advice was given with respect to
the purchase, sale or other trade of the securities
to the senior officer, partner, employee or agent
of the entity who made or participated in making
the decision to buy, sell or otherwise trade the
securities by a senior officer, partner, employee
or agent of the entity who had knowledge of the
material non-public information,
provided that this exemption is not available to an individual
who had knowledge of the material non-public information.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(4) In determining whether an entity has met the
requirements under subsection (3), it shall be relevant whether
and to what extent the entity has implemented and maintained
reasonable policies and procedures to prevent contraventions of
section 100 by persons making or influencing investment
decisions on its behalf, and to prevent transmission of material
non-public information contrary to section 101.
105. Where a person is accused of an offence under
section 100 or 101, it shall not be a defence to the charge that
the material non-public information in respect of which the
accusation has been made came to his knowledge or
possession without having been solicited by him or that he
made no effort to procure the acquisition of such
information.
106. In this Part—
(a) a person who trades in a security at a time
when he has knowledge or possession of
material non-public information is presumed
to have traded in the security as a result of
his knowledge or possession of the material
non-public information unless the contrary is
proven by him; and
(b) an entity is deemed to have knowledge or
possession of material non-public information
at and from the time such material non-public
information comes to the knowledge or
possession of any senior officer, partner,
employee or agent of such entity.
DIVISION 6—MARKET PRACTICES
107. (1) A broker-dealer shall establish and keep one or
more trust accounts or such other accounts as the Commission
may determine into which it shall, upon receipt pay—
(a) all amounts, less any commission and other
proper charges, that are received from or on
account of any person, other than another
broker-dealer, for the purchase of securities; and
Defence not
available.
Presumptions.
Client accounts.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(b) all amounts, less any commission and other
proper charges, that are received on account of
any person, other than a broker-dealer, from the
sale of securities and not paid to that person or
as that person directs.
(2) No money shall be withdrawn from an account
established under subsection (1), except for the purpose of
making a payment on behalf of or to the person lawfully entitled
thereto or for any other purpose duly authorised by law.
(3) Nothing in this section shall be construed as
affecting in any way any lawful claim or lien which any person
may have against or upon any monies held in an account
established under subsection (1), or against or upon any monies
received for the purchase of securities, or from the sale of
securities, before such monies are paid into such account.
(4) A broker-dealer that contravenes this section
commits an offence and is liable on conviction on indictment to
a fine of five hundred thousand dollars and to imprisonment for
two years.
108. (1) Where securities of an issuer are registered in the
name of, but not beneficially owned by, a registrant registered
under section 51(1) or his nominee, the registrant registered
under section 51(1) or his nominee shall send to the beneficial
owner of the securities a copy of any document sent to him as
registered security holder forthwith after receipt thereof, unless
the beneficial owner instructs him in writing that the document
need not be sent.
(2) A person who sends a document to registered
security holders pursuant to this Act shall furnish to a registrant
registered under section 51(1) or his nominee forthwith upon
request, sufficient copies of the document to enable him to
comply with subsection (1) and the registrant registered under
section 51(1) or his nominee shall pay or reimburse the person
the reasonable costs of doing so.
109. (1) Subject to subsection (2), a broker-dealer who trades
in any security with or for a client shall send to that client within
Registrant to
send
documents to
beneficial
owner.
[9 of 2014].
Confirmation
to be sent to
client.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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two business days after the completion of the trade, a written
confirmation of the trade containing the prescribed information.
(2) The Commission may determine that a broker-
dealer who provides a service of a continuous nature may send,
instead of a confirmation as referred to in subsection (1), a
periodic statement at the end of each three-month period or at
such other shorter period and containing such information as
may be prescribed.
(3) A broker-dealer satisfies the obligation under
subsection (1) or (2) by sending the confirmation or statement to
its client by—
(a) way of compact disc or other external memory
device addressed to the latest known address as
shown on the securities register; or
(b) electronic mail,
where the client has given written consent for delivery in such
a format.
(4) Notwithstanding subsection (3), a client of a broker-
dealer may make a written request for a hard copy of any
confirmation or periodic statement and the broker-dealer shall, as
soon as practicable, send such statement to the latest known
address of the client.
110. A broker-dealer shall on the request of the Commission
forthwith but in any event no later than seven business days from
the date of the request disclose to the Commission the name of a
person with or through whom the security was traded.
111. (1) In this section, “residence” includes a building or
part of a building in which the occupant resides permanently or
temporarily and any appurtenant premises.
(2) No person shall—
(a) attend at any residence without being invited by
an occupant of the residence; or
Notification to
Commission.
Restriction on
trading at
residence.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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LAWS OF TRINIDAD AND TOBAGO
(b) make an unsolicited communication to any
residence including by telephone, facsimile or
mail delivered to the residential address,
within Trinidad and Tobago for the purpose of trading in a
security, or providing investment advice.
(3) Subsection (2) shall not apply where the person
attends at or communicates to any residence—
(a) of a close friend, a business associate or a client
with whom or on whose behalf the person
attending or communicating has been in the
habit of trading securities; or
(b) of a person who has received a copy of a
prospectus for which a receipt has been obtained
under this Act and who has requested that
information respecting a security offered in that
prospectus be furnished to him by the person
attending at or communicating to the residence.
112. (1) The Commission may require a registrant to send to
it a copy of each advertisement that he proposes to use in
connection with a trade in a security at least seven business days
before it is used, if the Commission reasonably believes that the
past conduct of the registrant in connection with such
advertisements makes such review by it necessary for the
protection of investors.
(2) The Commission may require that the use of an
advertisement sent to it pursuant to subsection (1) be prohibited
or require that the advertisement be altered before it is used if the
Commission is of the view that the advertisement is likely to
mislead the public.
(3) In this section, “advertisement” includes any
material designed to make a sales presentation to a purchaser
whether or not it is published or presented to a purchaser but does
not include a prospectus.
113. A person who places an order with a broker-dealer to sell
a security that he does not beneficially own or, if acting as agent,
that he knows his principal does not beneficially own, shall,
Control of
advertisement.
[9 of 2014]..
Seller of
security to
declare non-
ownership.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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LAWS OF TRINIDAD AND TOBAGO
L.R.O.
when he places the order, declare that he or his principal, as the
case may be, does not beneficially own the security.
114. (1) A person who places an order for the sale of a
security through a broker-dealer acting on his behalf and 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 to the
broker-dealer that he or his principal, as the case may be, does
not beneficially own the security, and that fact shall be published
by the broker-dealer in the written confirmation of sale.
(2) For the purposes of subsection (1), a security which
is not owned by a person includes, but is not limited 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 hold himself
out as, another registrant on letterheads, forms, advertisements
or signs, on correspondence or otherwise, unless he is a partner,
senior officer or agent of, or is authorised in writing by, the
other registrant.
116. (1) A person shall not knowingly or recklessly represent
that he or any other person is registered in any capacity under
this Act unless—
(a) the representation is true; and
(b) in making the representation, he specifies his or
the other person’s category of registration under
this Act.
(2) A person who is not registered under this Act shall
not, directly or indirectly, hold himself out as being registered.
(3) A person who contravenes subsection (1) or (2)
commits an offence and is liable on summary conviction in the
Declaration as
to short
position.
Prohibition on
use of name of
another
registrant.
Representation
as to
registration.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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case of a company, to a fine of ten million dollars and in the case
of an individual, to a fine of ten million dollars and to
imprisonment for ten years.
117. (1) Subject to subsection (2), a person shall not
represent, orally or in writing, that the Commission or a person
authorised by the Commission, has in any way approved or
endorsed the financial standing, fitness or conduct of any person
or evaluated the merits of any security or issuer.
(2) Subsection (1) shall not be construed as
preventing a person who is duly registered under this Act from
holding himself out as being so registered.
PART VIII
SIMPLIFIED CLEARING FACILITIES
118. Notwithstanding any other written law, this Part shall have
effect in relation to securities registered with the Commission.
119. In this Part—
“interested person” means a person who has an interest in a
security in an account of a participant in a clearing agency;
“in writing” includes production in machine readable form;
“pledge” means a contractual interest in a security that is
delivered to, retained by, or deemed to be in the possession
of, a creditor to secure payment of a debt or other obligation
and includes a mortgage and pledge of a security;
“registered owner” means a person who is shown on the
securities register of an issuer as the owner of a security or
security certificate issued by it; and
“security certificate” means an instrument issued by, or on behalf
of an issuer that is evidence of a security.
120. (1) On the issue of a security, an issuer may deliver a
security certificate directly to a clearing agency as registered
owner of the security if—
(a) the issuer has written authorisation signed by, or
on behalf of the beneficial owner; and
Approval of
Commission
not to be
advertised.
Application of
Part.
Definitions.
Use of clearing
agency as
registered
owner of
security.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(b) the delivery of the certificate is evidenced by a
written confirmation signed by the clearing
agency and sent at once by the issuer to the
beneficial owner or his agent.
(2) On the issue of a security, an issuer may, instead of
delivering a security certificate, issue a security to a clearing
agency as registered owner by means of record entries if—
(a) the issuer has written authorisation signed
by or on behalf of the beneficial owner of
the security;
(b) the issue is further evidenced by a written
confirmation executed by the clearing agency
and sent at once by the issuer to the beneficial
owner of the security or his agent; and
(c) the issue is recorded at once in the securities
register of the issuer and the records of the
clearing agency.
(3) The requirement to obtain the written authorisation
of a beneficial owner required by subsection (1)(a) or (2)(a) is
satisfied if the beneficial owner acknowledges in any agreement
or document entered into with a registrant registered under
section 51(1), participant or clearing agency, that securities
owned by the beneficial owner may be kept by means of record
entries with a clearing agency, whether entered into before or
after the issue of a security contemplated in this section.
(4) A written confirmation referred to in
subsection (1)(b) or (2)(b) is, in the absence of evidence to the
contrary, proof that the person named in the confirmation is the
beneficial owner of the securities described therein.
121. (1) Immediately after receipt of a security certificate
from a participant, a clearing agency shall deliver the certificate
to the issuer and request the transfer of the securities evidenced
by the certificate to the clearing agency.
(2) Where a clearing agency presents a security
certificate in proper form to an issuer and requests a transfer to it
of the securities evidenced by the certificate, the issuer shall, if it
has a duty to register the transfer, immediately enter the transfer
Transfer of
securities
through
clearing agency.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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in its securities register and deliver to the clearing agency a
security certificate representing the securities and showing the
clearing agency as registered owner.
(3) An issuer may, instead of issuing a security
certificate under subsection (2), transfer a security to a clearing
agency as the registered owner by means of record entries if—
(a) the issuer has written authorisation signed by or
on behalf of the beneficial owner of the security;
(b) the transfer is further evidenced by a written
confirmation executed by the clearing agency
and sent at once by the issuer to the beneficial
owner of the security or his agent; and
(c) the transfer is recorded at once by the issuer in
the securities register of the issuer and the
records of the clearing agency.
(4) The requirement to obtain the written
authorisation of a beneficial owner required by subsection (3)(a)
is satisfied if the beneficial owner acknowledges in any
agreement or document entered into with a registrant registered
under section 51(1), participant or clearing agency, that securities
owned by the beneficial owner may be kept by means of record
entries with a clearing agency, whether entered into before or
after the issue of a security contemplated in this section.
(5) A written confirmation referred to in
subsection (3)(b) is, in the absence of evidence to the contrary,
proof that the person named in the confirmation is the beneficial
owner of the securities described therein.
122. (1) On receipt of instructions in writing from a
participant and, if the account of the participant is blocked, from
the person who exercises control over it, a clearing agency shall
in accordance with those instructions, effect a transfer of a
security or any interest therein from the participant to another
participant 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 certificate
Transfer by
record entry
participants.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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identifying the clearing agency as the registered
owner and that security certificate is in the
custody of the clearing agency; or
(b) the clearing agency is the registered owner of
the security by means of record entries
contemplated by section 120(2) or 121(3),
then, on receipt of instructions in writing from a participant and,
if the account of the participant is blocked, from the person who
exercises control over it, a clearing agency shall in accordance
with those instructions, effect a transfer of a security or any
interest therein from one beneficial owner to another beneficial
owner by making an appropriate entry in its records in addition
to any other method permitted by law, and such transfer shall
have the effect of transferring all rights, title and interest in such
security to the beneficial owner.
123. (1) A clearing agency shall establish a procedure
whereby it or an interested person may exercise control over an
account of the participant in the clearing agency where—
(a) the interested person is, in relation to a security
in the account of the participant, a beneficial
owner, a pledgee, or a judgment creditor of the
beneficial owner; or
(b) a security in the account of the participant is
subject to a lien in favour of its issuer or to a
restriction or constraint on its transfer.
(2) Subject to section 132(3), a clearing agency shall
not transfer, deliver or otherwise deal with a security in a blocked
account without instructions in writing from the person who
exercises control over it.
124. (1) On receipt of instructions in writing from a
participant and, if the account of the participant is blocked, from
the person who exercises control over it, a clearing agency shall,
in accordance with the instructions, effect a transfer by way of
pledge of a security from the participant to a pledgee by making
an entry in its records to block an account in the name of the
participant in favour of the pledgee for the amount of the debt or
other obligation or the number of securities pledged.
Blocked
account.
Effecting
pledge by
record entry.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(2) On receipt of instructions in writing from a pledgee
in whose favour an account is blocked under subsection (1)
stating that he is entitled to realise the securities in the blocked
account, a clearing agency shall, in accordance with the
instructions, transfer the securities unless—
(a) it knows that the pledgee is not entitled to
realise the securities; or
(b) its procedure established pursuant to section 123
specifies otherwise.
(3) A clearing agency is not liable for any loss resulting
from compliance with the instructions of a pledgee under
subsection (2) unless the clearing agency knows before the
transfer that the pledgee is not entitled to the securities.
125. On receipt of instructions in writing from a participant
and a beneficial owner of a security, a clearing agency shall, in
accordance with the instructions, make an entry in its records to
block an account in the name of the participant in favour of the
beneficial owner or in favour of a person who acts on his behalf.
126. (1) A clearing agency may refuse to open an account 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 a security
referred to in subsection (1), make an entry in its records to block
an account in the name of a participant in favour of the clearing
agency or an interested person.
127. (1) On the application of a creditor who has a judgment
against a beneficial owner of a security held by a clearing
agency, the Court may order the clearing agency to make an
entry in its records to block an account in the name of the
beneficial owner or his agent in favour of the judgment creditor
for the amount or number of securities mentioned in the order.
(2) On receipt of an order of, or instructions in writing
from the Court or an officer thereof stating that a judgment
Effecting
blocked
account by
record entry.
Security
subject to
restriction.
Blocking
account by
Court order.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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creditor in whose favour an account is blocked under
subsection (1) is entitled to realise a security in the blocked
account, a clearing agency shall transfer the security in
accordance with the order or instructions.
(3) On the application of a person who in an action or
an application under section 134 claims to be entitled to a
security held for a beneficial owner in a clearing agency, the
Court may order the clearing agency to make an entry in its
records to block the account in the name of the beneficial owner
or his agent in favour of the claimant for the amount or number
of securities mentioned in the order.
(4) A clearing agency is not liable for any loss resulting
from compliance with an order or instructions received under
subsections (1) to (3).
128. A participant has no right to pledge, transfer or otherwise
deal with a security held by a clearing agency except through the
facilities of the clearing agency.
129. (1) On the receipt of a demand in writing from a
participant for whom a security is held, other than in securities
held in a blocked account, for withdrawal of that security, a
clearing agency shall, within a reasonable time, subject to any
proceedings under section 134, obtain and deliver to the
participant a security certificate in his name or a name
designated by him evidencing the security.
(2) On receipt of instructions in writing from a clearing
agency that is the registered owner of securities to deliver a
security certificate to it, the issuer of the security shall
immediately deliver the certificate to the clearing agency in
accordance with its instructions.
130. (1) Where a clearing agency is the registered owner of
a class of securities of an issuer that proposes to close its
securities register or fix a record date in respect of the class for
the purpose of determining security holders entitled—
(a) to receive notice of, or to vote at, a meeting of
security holders;
Limitation on
rights of
participants.
Withdrawal of
security.
Issuer’s duty to
request list of
participants and
beneficial
owners.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(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 the clearing
agency notice of its intention to close its securities register or fix
a record date.
(2) The notice referred to in subsection (1) shall request
from the clearing agency a list of the names of the participants
and beneficial owners for whom the clearing agency and the
participants hold securities of the class mentioned in that
subsection made up as of the date on which it proposes to close
its register or fix a record date.
(3) On receipt of a demand in writing from an issuer for
a list of the names of participants and beneficial owners for
whom it and the participants hold securities of a class issued by
the issuer, a clearing agency shall within ten business days
provide the issuer with 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 as of the date
specified in the demand.
(4) On receipt of a demand from an issuer under
subsection (3), a clearing agency shall send notice of the demand
to each participant.
(5) A participant that receives a notice sent pursuant to
subsection (4) shall within five business days—
(a) furnish to the clearing agency a list containing
the names and addresses of all beneficial
owners for whom the participant holds the
securities and the number or amount of
securities of the class so held; and
(b) instruct the clearing agency to furnish the list to
the issuer.
(6) Where a participant receives a notice sent pursuant
to subsection (4), but does not provide a clearing agency or the
issuer with a list of all the beneficial owners for whom it holds
UNOFFICIAL VERSION
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securities referred to in the notice, the participant shall at its own
expense obtain from the issuer and send to each beneficial
owner, who is not included in the list and who has not instructed
it otherwise in writing, any dividend or interest or any document
that the issuer wishes to send to its security holders.
(7) A clearing agency that receives lists of participants
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 not disclose any connection between a
beneficial owner and a participant, and the clearing agency may
charge participants a reasonable fee for the consolidation.
(8) A clearing agency shall treat as confidential any
information it receives under subsection (5) concerning the
beneficial ownership of securities.
(9) After receipt of a demand in writing from an issuer
that has received a list of participants and beneficial owners
under subsection (3), a clearing agency shall provide the issuer
with a current list made up as of a date subsequent to the demand
showing any change in respect of the securities held for any
participant or beneficial owner since the date as of which the list
under subsection (3) was made up.
(10) An issuer is entitled to obtain free of charge from a
clearing agency in any one calendar year four lists of participants
and beneficial owners under subsection (3) with respect to each
class of securities held by the clearing agency, and the issuer
shall pay the clearing agency a reasonable amount for—
(a) any additional cost attributable to a demand for
a list made after the date when the issuer closed
its securities register or fixed a record date; or
(b) any additional list.
(11) An issuer is entitled to presume that a person
named in a list obtained under this section is the beneficial owner
of the securities of the issuer referred to in the list.
131. After submitting a request in writing to a clearing
agency, a beneficial owner of a security of an issuer and the
beneficial owner’s agent may during usual business hours,
Access to
clearing agency
records.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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LAWS OF TRINIDAD AND TOBAGO
examine a list delivered to an issuer under section 130(9) that
relates to any securities of the issuer held by it and may also
make extracts therefrom without charge, and any other person
may do so upon payment of a reasonable fee.
132. (1) Subject to subsection (3), an incorrect entry made in
the records of a clearing agency in connection with a transfer or
pledge of a security by reason of its error has the same effect as
a correct entry.
(2) Subject to subsection (3), a clearing agency is liable
to compensate a person who incurs a loss as a result of an
incorrect entry made in its records by reason of its error.
(3) Where a clearing agency by reason of its error
makes an incorrect entry in its records transferring a particular
class of security to a participant’s account, the clearing agency
may, to the extent that there are securities of that class in the
account, correct the entry in whole or in part without the
participant’s consent.
133. (1) Where a clearing agency is unable to effect a pledge
or transfer of a security on its records because of an extraordinary
event beyond its reasonable control, it is not liable to compensate
a person who incurs a loss as a result of a delay in effecting the
pledge or transfer.
(2) For the purposes of this section, an extraordinary
event shall include, but not be limited to acts 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 or
confiscation, terrorist activities, riot, commotion, strike, go-slow,
lockout or other industrial action leading to disorder.
134. (1) Where an entry is alleged to have been
incorrectly made or retained in, or omitted or deleted from,
the records of a clearing agency, other than in the
circumstance outlined in section 132(3), the clearing agency
or an interested person may apply to the Court for an order
that the records be rectified.
Incorrect entry
by clearing
agency.
Liability in
extraordinary
circumstances.
Application to
Court to rectify
records.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(2) On an application under subsection (1), the Court
may make any order it thinks fit including an order—
(a) determining who is an interested person and 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 or
retained in, or deleted or omitted from the
records of, a clearing agency;
(d) directing that the records of a clearing agency
be rectified;
(e) directing that a clearing agency make an entry
in its records to block an account; or
(f) compensating any person.
135. (1) A clearing agency may hold securities issued by the
Central Bank of Trinidad and Tobago, a financial institution or a
collective investment scheme that is authorised under the law
applicable to it to deliver or transfer any securities held by it into
custody of a clearing agency.
(2) The Commission may prescribe that a
corporation incorporated by or under an Act of Parliament
may deliver or transfer any securities held by it into the
custody of a clearing agency.
(3) The Commission may make an order approving any
aspect of the operating system of a clearing agency that is not
consistent with this Part.
PART IX
REPORTING BY PERSONS CONNECTED WITH ISSUERS
136. (1) A person who is connected to a reporting issuer as a
result of section 4(3)(a) or (c) shall, within five business days of
the day that he becomes connected to the reporting issuer, file a
report in such form as the Commission may determine with
the Commission disclosing any direct or indirect beneficial
ownership of, or control or direction over, securities of the
reporting issuer by him.
Participation by
financial
institutions.
[9 of 2014].
Reports by
certain
connected
persons.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(2) A person—
(a) who is connected to a reporting issuer as a result
of section 4(3)(a) or (c); and
(b) whose direct or indirect beneficial ownership
of, or control or direction over, securities of the
reporting issuer by him changes,
shall within five business days from the day on which the change
takes place, file in such form as the Commission may determine,
a report of direct or indirect beneficial ownership of, or control
or direction over, securities of the reporting issuer by him as of
the day on which the change took place.
(3) No person to whom this section applies shall
transfer or cause to be transferred any securities of the reporting
issuer to which he is connected into the name of an agent,
nominee or custodian, other than a clearing agency, without
filing with the Commission a report in such form as the
Commission may determine of such transfer except for a transfer
for the purpose of giving collateral for a genuine debt.
(4) Notwithstanding subsection (1), a person is not
required to file a report under this section where the person does
not beneficially own, or exercise control or direction over, any
securities of the reporting issuer.
(5) For the purposes of this section, a person has
beneficial ownership of, or control or direction over, securities of
a reporting issuer including—
(a) securities which are third-party derivative
securities related to the reporting issuer;
(b) securities that are convertible or exchangeable
for securities of a reporting issuer, whether or
not on condition; or
(c) rights to acquire or to subscribe for, or otherwise
receive securities of a reporting issuer,
whether or not such securities are securities issued by the
reporting issuer.
(6) Any person who files a report with the Commission
under this section shall forthwith thereafter deliver a copy of the
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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report that he has filed with the Commission under this section
to the reporting issuer.
137. (1) A reporting issuer may by notice in writing, require
any holder of its securities within such reasonable time as is
specified in the notice being not less than ten days—
(a) to indicate in writing the capacity in which he
holds any securities of the reporting issuer; and
(b) where he holds them otherwise than as
beneficial owner, to indicate in writing so far as
it lies within his knowledge, the person who has
an interest in them, either by name and address
or by other particulars sufficient to enable that
person to be identified, and the nature of that
person’s interest.
(2) Where a reporting issuer is informed in
pursuance of a notice given to any person under subsection (1) or
paragraph (b) of this subsection, that any other person has an
interest in any securities of the reporting issuer, the reporting
issuer may, by notice in writing, require that other person within
such reasonable time as specified in the notice being not less than
ten days—
(a) to indicate in writing the capacity in which he
holds that interest; and
(b) where he holds that interest otherwise than as
beneficial owner, to indicate in writing so far
as it lies within his knowledge, the person
who has an interest in it, either by name and
address or by other particulars sufficient to
enable him to be identified, and the nature of
that person’s interest.
(3) Any reporting issuer may, by notice in writing,
require any holder of its securities to indicate in writing, within
such reasonable time as is specified in the notice being not less
than ten days, whether any of the voting rights carried by any
securities of the issuer held by him are the subject of an
agreement or arrangement under which another person is entitled
Disclosure of
beneficial
interest in share
capital.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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LAWS OF TRINIDAD AND TOBAGO
to control his exercise of those rights and, if so, to give so far as
it lies within his knowledge, written particulars of the agreement
or arrangement and the parties to it.
(4) Where a reporting issuer is informed in
pursuance of a notice given to any person under subsection (3) or
this subsection that any other person is 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 within
such reasonable time as is specified in the notice being not less
than ten days, to give so far as it lies within his knowledge,
written particulars of the agreement or arrangement and the
parties to it.
(5) Whenever a reporting issuer receives information
from a person in pursuance of a requirement imposed on him
under this section, it shall keep a record of—
(a) the fact that the requirement was imposed and
the date on which it was imposed; and
(b) the information received in pursuance of the
requirement.
(6) The Commission may request that a reporting issuer
deliver to it a copy of the record kept by the reporting issuer
under subsection (5).
138. Any person who contravenes section 136(1), 136(2) or
136(3), or who, in purporting to comply with section 136(1),
136(2) or 136(3), makes a statement or files a report which he
knows to be false, or recklessly makes a statement or files a
report which is false, or knowingly or recklessly fails to supply
any particulars which he is required to supply, commits an
offence and is liable on summary conviction to a fine of five
hundred thousand dollars and to imprisonment for two years.
PART X
CIVIL LIABILITY
139. (1) Subject to this section, a purchaser who purchases a
security distributed under a prospectus has a right of action for
damages against each of the following persons for any loss or
damage sustained by him by reason of any misrepresentation in
Offences.
[9 of 2014].
Liability for
misrepresenta-
tion in
prospectus,
damages.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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the prospectus and each such person shall be liable for any such
loss or damage, namely:
(a) the issuer or the selling security holder on
whose behalf the distribution is made;
(b) a person who is a director of the issuer at the
date of the filing of the prospectus;
(c) a person who authorised or caused himself to be
named, and is named, in the prospectus as a
director or as having agreed to become a
director, either immediately preceding the date
of filing of the prospectus or after an interval of
time thereafter;
(d) where the issuer is not a reporting issuer prior to
the distribution, any person who was a promoter
of the issuer within the twenty-four month
period immediately preceding the date of filing
of the prospectus;
(e) a person whose consent has been filed as
required by section 78 but only with respect to
misrepresentations in a prospectus derived
from, or based on, reports, opinions, valuations
or statements that have been made by such
person; and
(f) any other person who signed a certificate in the
prospectus other than a person referred to in
paragraphs (a) to (e) of this subsection.
(2) No person, other than the issuer or the selling
security holder on whose behalf the distribution is made, is liable
under subsection (1) if—
(a) having consented to become a director of the
issuer, he withdrew his consent before the filing
of the prospectus and the prospectus was filed
without his authority or consent;
(b) when the prospectus was filed without his
knowledge or consent, he gave reasonable
public notice of that fact forthwith after
becoming aware of it;
UNOFFICIAL VERSION
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(c) after the filing of the prospectus and before the
sale of securities under it, he became aware of a
misrepresentation and withdrew his consent, and
gave reasonable public notice of the withdrawal
of the consent and the reasons for it; or
(d) as regards every misrepresentation, not
purporting to be made on the authority of an
expert or a public official document or
statement, he had conducted such reasonable
investigation as to provide reasonable grounds
to believe and did believe, up to the time of the
distribution of the securities, that the prospectus
did not contain 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 a
report, opinion, valuation, or statement made or
prepared by an expert—
(i) the misrepresentation fairly represented
and was a correct and fair copy of, or
extract from, the report, opinion,
valuation or statement of the expert; and
(ii) that person had reasonable grounds to
believe and did believe, up to the time of
the filing of the prospectus, that the
expert making the statement or preparing
the report, opinion or valuation was
competent to make it, had given his
consent as required under section 78 and
had not withdrawn that consent before
delivery of a copy of the prospectus for
filing, nor had the expert, to the
knowledge of the person, withdrawn that
consent before the sale of any securities
under the prospectus;
(b) if the purchaser bringing the action knew of the
misrepresentation at the time of the purchase; or
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(c) if, as regards a misrepresentation purporting to
be a statement made by a public official or
contained in what purports to be a copy of, or
extract from, a public official document, the
misrepresentation was a correct and fair
representation of the statement or a copy of, or
extract from, the document.
(4) The liability of all persons referred to in
subsection (1) is joint and several as between themselves with
respect to the same cause of action.
(5) A person who is found liable to pay a sum in
damages may recover a contribution, in whole or in part, from a
person who is jointly and severally liable under this section to
make the same payment in the same cause of action unless, in all
the circumstances of the case, the Court is satisfied that it would
not be just and equitable.
(6) Notwithstanding subsections (4) and (5), no
underwriter is liable for more than the portion of the total public
offering price represented by the distribution of securities
underwritten, sold by, or to the underwriter.
(7) In this section, a purchaser who purchases a security
distributed under a prospectus shall be deemed to have relied on
the prospectus at the time of making the purchase.
140. (1) Subject to this section, a purchaser who
purchases a security distributed under a prospectus has a right of
action against the issuer or the underwriter that has sold
securities to such purchaser under such prospectus for the
rescission of the sale and the repayment to such purchaser of the
price that has been paid in respect of the security if the
prospectus contained a misrepresentation, provided that if the
purchaser elects to exercise a right of action for rescission
against the issuer or underwriter under this section, such
purchaser shall have no right of action for damages against such
issuer or underwriter under section 139.
(2) In an action brought under this section or section 139,
the purchaser bringing such action need not prove that he was in
Action by
purchasers for
rescission for
misrepresenta-
tion in a
prospectus.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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fact influenced by the misrepresentation or that he relied on the
misrepresentation in purchasing the security.
(3) No person shall be liable under subsection (1) if the
purchaser bringing the action knew of the misrepresentation at
the time of the purchase.
(4) This section applies to securities sold under a
prospectus that offers them for subscription in consideration of
the transfer or surrender of other securities, whether with or
without the payment of cash by, or to the issuer, as though the
issue price of the securities offered for subscription were the fair
value, as ascertained by the Court, of the securities to be
transferred or surrendered, plus the amount of cash, if any, to be
paid by the issuer.
141. (1) Subject to this section, where an offering document,
other than a prospectus, contains a misrepresentation, a
purchaser who purchased a security in reliance on the offering
document has a right of action for damages against the issuer
and the selling security holder on whose behalf the distribution
is made.
(2) For the purposes of this section, “offering
document” means any document purporting to describe the
business and affairs of an issuer which has been prepared
primarily for delivery to and review by a prospective purchaser
so as to assist such purchaser in making an investment decision,
but does not include a prospectus or general advertisement.
(3) In this section, a purchaser who receives an offering
document whether prior to or following the purchase of a
security shall be deemed to have relied on the offering document
in making his investment decision.
142. (1) Subject to this section, a purchaser of a security has—
(a) a right of action for damages against the seller
and such seller shall be liable for any losses or
damages sustained; or
(b) a right of action for rescission against the seller
for rescission of the transaction,
Liability for
misrepresenta-
tion in other
offering
document.
Civil liability
for trading
contrary to
section 100.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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where the seller has made the sale to the purchaser contrary to
section 100.
(2) Subject to this section, a seller of a security has—
(a) a right of action for damages against the
purchaser and such purchaser shall be liable for
any losses or damages sustained; or
(b) a right of action for rescission against the
purchaser for rescission of the transaction,
where the purchaser has made the purchase from the seller
contrary to section 100.
(3) A person may bring an action under
subsection (1) or (2) in respect of a contravention referred to in
subsection (1) or (2) even though the person against whom the
action is brought has not been charged with or convicted of an
offence by reason of the contravention.
(4) Every person who is a director, senior officer or
employee of a reporting issuer that trades contrary to section 100
is accountable to the reporting issuer for any benefit or
advantage received or receivable by the person or company as a
result of the contravention of section 100, unless the person
proves that he reasonably believed that the material non-public
information had been published.
(5) No person shall be liable under this section if the
person bringing the action violated section 100 in respect 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 also incurs
any other liability, shall be liable to pay
compensation by way of damages to any other
person for any loss sustained by the other
person as a result of the contravention, whether
or not the loss arises from the other person
having entered into a transaction or trading at a
price affected by the contravention; and
(b) each person who sustained a loss as a result of
the contravention by a person of section 91, 92,
Civil liability
for market
misconduct
offences.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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93, 94, 95, 96 or 98, whether or not the loss
arises from the other person having entered into
a transaction or trading at a price affected by the
contravention, has a right of action under
paragraph (a) against the contravening person.
(2) A person may bring an action under subsection (1)
in respect of a contravention set forth in subsection (1)(a) even
though the person against whom the action is brought has not
been charged with or convicted of an offence by reason of the
contravention.
144. (1) The Commission may apply to a judge of the High
Court for leave to bring an action under this Part in the name and
on behalf of an issuer or security holder and the judge may grant
leave on any terms that he considers proper if the judge is
satisfied that—
(a) the Commission has reasonable grounds for
believing that a cause of action exists under
this Part;
(b) the issuer or security holder has failed or is
unable to commence an action; and
(c) the Commission has given sixty days written
notice to the issuer or security holder who has
refused or failed to commence an action.
(2) The Commission may apply to a judge of the High
Court for leave to appear or intervene in an action under this
Part and the judge may grant leave on such terms as he considers
appropriate.
(3) The Commission may publish a summary of the
terms of any settlement of an action commenced or intervened in
by it in a regular periodical published by it, or in two daily
newspapers of general circulation in Trinidad and Tobago.
145. The right of action for damages conferred by this Part
shall not be in derogation of any other right a person may have.
Commission
may seek leave
to appear or
intervene in an
action.
Non-derogation
of rights.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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PART XI
GENERAL PROVISIONS AND ENFORCEMENT
DIVISION 1—GUIDELINES AND BYE-LAWS
146. (1) The Commission may, in consultation with the
Minister, issue Guidelines on any matter it considers necessary 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 the
prevention of money laundering and combating
the financing of terrorism or any other written
law which may be administered or supervised
by the Commission which may be in force from
time to time; and
(d) regulate the market conduct of market actors.
(2) Guidelines issued under this section shall not be
regarded as a statutory instrument.
(3) Contraventions of a Guideline referred to in
subsection (1) shall not constitute an offence, but this shall not
prevent the Commission from taking action under section 90.
147. (1) Before making or amending Guidelines referred
to in section 146, the Commission shall, in consultation with
the Minister, issue draft Guidelines or draft amendments
thereof and shall consult with the market actors and other
relevant stakeholders who may be 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 by an
amendment thereof has become urgent, the Commission shall
proceed to issue the Guidelines or amendment thereof, without
following the process referred to in subsection (1), which
Guidelines shall be effective for ninety days, unless replaced by
Guidelines issued pursuant to subsection (1).
Guidelines.
Ch. 11:27.
Consultation on
proposed
Guidelines.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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148. (1) The Minister may, on the recommendation of the
Commission, make Bye-laws—
(a) prescribing requirements in respect of applications
for registration and the renewal, amendment,
expiration or surrender of registration and in
respect of the suspension, revocation, cancellation
or reinstatement of registration of registrants and
self-regulatory organisations;
(b) prescribing categories or sub-categories of
registrants, classifying registrants into
categories or sub-categories and prescribing the
conditions of registration, or other
requirements for registrants or any category or
sub-category, including—
(i) standards of practice and business
conduct of registrants in dealing with
their clients and prospective clients;
(ii) standards of conduct in relation to a client
of a registrant to prevent conflicts of interest
or ensure the fair treatment of clients;
(iii) standards for the conduct of a registrant
in relation to the custody or lending of
any money or security held for a client;
(iv) requirements in respect of membership by a
registrant in a self-regulatory organisation;
(v) standards of conduct of a registrant who
is not a member of a self-regulatory
organisation;
(vi) the making, keeping and retention of books
and records by a registrant, including the
keeping and filing of a record of trades
executed by the registrant through the
facilities of a securities market;
(vii) requirements for a registrant to obtain and
maintain indemnity insurance, the terms
and conditions of indemnity insurance,
and the amount of indemnity insurance to
be obtained and maintained;
Bye-laws.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(viii) requirements and standards of conduct
for registrants to document and record
cash transactions, and to comply with the
Proceeds of Crime Act, any other written
law in relation to the prevention of
money laundering and combating the
financing of terrorism or any other
written law which may be administered
or supervised by the Commission which
may be in force from time to time;
(ix) standards for the conduct of a registrant
who exercises investment discretion with
respect to a client account, including
disclosure to the client of the policies and
practices relating to the payment of
commissions for trades in securities;
(x) minimum and ongoing capital
requirements for registrants; and
(xi) filing information in respect of missing, lost,
counterfeit or stolen securities or securities
which are in the custody or control of the
registrant, or are his responsibility;
(c) prescribing the terms and conditions of policies
of insurance and the amount of such insurance
which registrants shall be required to obtain
and maintain against any liability that may be
incurred as a result of any act or omission of the
registrant or any of its officers or employees;
(d) extending any requirements prescribed for
registrants to unregistered partners, salespersons,
employees, and senior officers of registrants;
(e) prescribing requirements in respect of the
residence in Trinidad and Tobago of registrants;
(f) prescribing requirements for persons in respect
of calling at, telephoning or delivering
correspondence to, or otherwise communicating
by any means, including electronic means, at
residences for the purposes of trading in
securities or providing investment advice;
Ch. 11:27.
UNOFFICIAL VERSION
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(g) prescribing requirements in respect of the
disclosure or furnishing of information to the
public or the Commission by registrants or
providing for exemptions from or varying the
requirements under this Act in respect of the
disclosure or furnishing of information to the
public or the Commission by registrants;
(h) providing for exemptions from the registration
requirements under this Act or for the removal
of exemptions from those requirements and
prescribing when an issuer of securities may be
required to register as a broker-dealer;
(i) prescribing requirements in respect of the books,
records and other documents required to be kept
by registrants, self-regulatory organisations and
other market actors, including the form in which
and the period for which the books, records and
other documents are to be kept;
(j) regulating all aspects of the listing or trading of
securities on a securities market including
requiring reporting of trades and quotations;
(k) regulating self-regulatory organisations,
including prescribing requirements in respect of
the review or approval by the Commission of
any Bye-law, Rule, Regulation, Policy,
Procedure, Guideline, Interpretation or Practice
of the self-regulatory organisation;
(l) regulating all aspects of the operation in
Trinidad and Tobago of self-regulatory
organisations which are organised under the
laws of another jurisdiction;
(m) regulating trading or advising in securities to
prevent trading or advising that is fraudulent,
manipulative, deceptive or unfairly detrimental
to investors;
(n) prescribing categories or sub-categories of
issuers for the purposes of the prospectus
requirements under this Act and classifying
issuers into categories or sub-categories;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(o) to facilitate, expedite or regulate the distribution
of securities or the issuing of receipts for
prospectuses, including by establishing—
(i) requirements in respect of distributions of
securities by means of a prospectus
incorporating other documents by reference;
(ii) requirements in respect of distributions of
securities by means of a simplified or
summary prospectus or other form of
disclosure or offering document;
(iii) requirements in respect of distributions of
securities on a continuous or delayed basis;
(iv) provisions for the incorporation by
reference of certain documents in a
prospectus and the effect, including from
a liability and evidentiary perspective, of
modifying or superseding statements;
(v) requirements for the form of a prospectus
certificate, including providing for
alternative forms;
(vi) provisions for eligibility requirements to
obtain a receipt for, or distribute under, a
particular form of prospectus and the loss
of that eligibility; and
(vii) provisions for rights of investors;
(p) designating activities, including the use of
documents or advertising, in which registrants
or issuers are permitted to engage or are
prohibited from engaging in connection with
distributions;
(q) providing for exemptions from the prospectus
requirements under this Act and for the removal
of exemptions from those requirements;
(r) prescribing the circumstances in which the
Commission shall refuse to issue a receipt for a
prospectus and prohibiting the Commission
from issuing a receipt in those circumstances;
UNOFFICIAL VERSION
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(s) prescribing requirements in respect of the
preparation and dissemination and other use, by
reporting issuers, of documents providing for
continuous disclosure that are in addition to the
requirements under this Act, including
requirements in respect of—
(i) an annual report; and
(ii) supplemental analysis of financial
statements;
(t) exempting reporting issuers from any
requirement of this Act under specified
circumstances, including that the reporting
issuer is subject to oversight in a designated
foreign jurisdiction;
(u) requiring issuers or other persons to comply, in
whole or in part, with continuous disclosure
requirements under this Act made in respect
thereof;
(v) regulating the distribution, sale and trading of
asset-backed securities;
(w) prescribing requirements in respect of financial
accounting, financial reporting and auditing for
the purposes of this Act, including—
(i) defining acceptable accounting principles
and auditing standards;
(ii) financial reporting requirements for the
preparation and dissemination of
future-oriented financial information
and pro forma financial statements;
(iii) standards of independence and other
qualifications for auditors;
(iv) requirements respecting a change in
auditors by a self-regulatory organisation
or a registrant; and
(v) requirements respecting a change in the
financial year of an issuer or in an issuer’s
status as a reporting issuer under this Act;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(x) regulating take-over bids and related party
transactions including issuer bids, insider
bids, and going-private transactions and
varying the requirements of this Act in respect
thereof, including—
(i) the level of acquisition of voting rights by
a person or persons acting in concert at
which an offer to all holders of securities
of the class shall become mandatory and
the conditions applying to such offers;
(ii) the requirements of the offeror and
offeree issuers in respect of information
to be published to security holders of
both issuers;
(iii) the requirements as regards equitable
treatment of security holders of the same
class or cash alternatives in offers or both;
(iv) the timing of offer procedures and
circulation of documentation;
(v) conditions observable in the dealing of
securities by the offeror or by persons in
concert during the offer period and the
reporting to the Commission of dealings
in the shares of the offeree issuer during
the take-over period;
(vi) the minimum period within which an
unsuccessful offer may not be renewed; and
(vii) requirements to protect minority
interests;
(y) prescribing standards or criteria for determining
when a material fact or material change has
occurred or has been published;
(z) prescribing periods under or varying or
providing for exemptions from any requirement
related to trading on material non-public
information or market manipulation;
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(aa) regulating collective investment schemes and
all aspects of the distribution and trading of the
securities of collective investment schemes,
including—
(i) varying the prospectus requirements in
this Act by prescribing additional
disclosure requirements in respect of
collective investment schemes and
requiring or permitting the use of
particular forms or types of prospectuses
or additional offering or other documents
in connection with the collective
investment schemes;
(ii) prescribing permitted investment policy
and investment practices for collective
investment schemes and prohibiting or
restricting certain investments or
investment practices for collective
investment schemes;
(iii) prescribing requirements governing the
custodianship of assets of collective
investment schemes;
(iv) prescribing minimum initial capital
requirements for any collective
investment schemes making a
distribution and prohibiting or restricting
the reimbursement of costs in connection
with the organisation of collective
investment schemes;
(v) prescribing matters affecting collective
investment schemes that require the
approval of security holders of a
collective investment scheme or the
Commission, including, in the case of
security holders, the level of approval;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(vi) prescribing requirements in respect of the
calculation of the net asset value of
collective investment schemes;
(vii) prescribing requirements in respect of
the content and use of sales literature,
sales communications or advertising,
relating to the securities of collective
investment schemes;
(viii) regulating sales charges imposed on
purchasers of securities of collective
investment schemes, and commissions or
sales incentives to be paid to market
actors in connection with the securities of
collective investment schemes;
(ix) prescribing procedures applicable to
collective investment schemes and any
other person in respect of sales and
redemptions of collective investment
scheme, securities and payments for sales
and redemptions; and
(x) prescribing requirements in respect of, or
in relation to, promoters, managers,
advisers or persons and companies who
administer or participate in the
administration of the affairs of collective
investment schemes;
(bb) prescribing requirements relating to the
qualification of a registrant to act as an
investment adviser to a collective
investment scheme;
(cc) with respect to foreign issuers to facilitate
distributions, compliance with requirements
applicable or relating to reporting issuers, and
the making of take-over bids, issuer bids,
insider bids, going-private transactions and
related party transactions where the foreign
issuers are subject to requirements of the laws
of a designated foreign jurisdiction;
UNOFFICIAL VERSION
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(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 under or governed by this
Act and all documents, instruments or information
determined to be ancillary to the documents;
(ee) respecting the designation or recognition of any
person, or jurisdiction if advisable for the
purposes of this Act, including self-regulatory
organisations;
(ff) respecting the conduct of the Commission and
its employees in relation to duties and
responsibilities and discretionary powers under
thisAct, including the conduct of investigations,
reviews and examinations and the conduct of
hearings;
(gg) prescribing the fees payable to the Commission,
including those for filing, for applications for
registration or exemptions, for trades in
securities, in respect of audits made by the
Commission, and in connection with the
administration of this Act;
(hh) establishing requirements for, and procedures in
respect of the use of an electronic or computer-
based system for the filing, delivery, furnishing
or deposit of—
(i) documents, instruments or information
required under or governed by this Act; and
(ii) documents, instruments or information
determined to be ancillary to documents
required under or governed by this Act;
(ii) to permit or require the use of an electronic or
computer-based system for the filing, delivery,
furnishing or deposit of documents, instruments
or information required under, or governed by,
this Act, or determined to be ancillary to such
documents, instruments or information;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(jj) prescribing the circumstances in which persons
shall be deemed to have signed or certified
documents on an electronic or computer-based
system for any purpose of this Act;
(kk) specifying the conditions under which any
particular type of trade that would not otherwise
be a distribution shall be a distribution;
(ll) to permit or require methods of filing or
delivery, to or by the Commission, issuers,
registrants, security holders or others, of
documents, information, notices, books,
records, things, reports, orders, authorisations
or other communications required under or
governed by this Act;
(mm) providing for exemptions from or varying the
requirements under this Act in respect of
amendments to prospectuses, or prescribing
circumstances under which an amendment to a
prospectus shall be filed;
(nn) regulating trading in securities that have been
distributed but are not listed on a securities market;
(oo) providing for standards in respect of the
governance of market actors including
requirements for directors;
(pp) establishing requirements for registrants and
self-regulatory organisations to appoint audit
committees and prescribing requirements
relating to their functions, responsibilities,
composition, the independence of their
members, the qualifications of their members
and their review of an audit;
(qq) prescribing, providing for exemptions from, or
varying any or all of the periods in this Act;
UNOFFICIAL VERSION
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(rr) prescribing requirements in respect of a fund to
be maintained by a self-regulatory organisation
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 potential claimants,
in a fund;
(ss) prescribing requirements in respect of
preparation and dissemination of continuous
disclosure or other documents or information to
holders of debt securities of a reporting issuer;
(tt) prescribing requirements in respect of
derivatives including determining when a
contract or an instrument is or is not a derivative;
(uu) prescribing requirements in respect of the
establishment, recognition, registration and
regulation of securities markets; and
(vv) prescribing requirements in respect of the
registration and regulation of financial groups.
(2) In addition to subsection (1), the Minister may, on
the recommendation of the Commission, make Bye-laws in
respect of any other matter necessary for carrying out the
purposes of this Act.
(2A) Bye-laws made under this Act may prescribe
penalties not exceeding five hundred thousand dollars for
breaches committed thereunder.
(3) Bye-laws made under this Act shall be subject to
negative resolution of Parliament.
(4) The Commission may establish a committee under
section 16 to administer the Bye-laws made under subsections (1)
and (2) and may make Rules for the conduct of the business of
that committee.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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149. (1) The Commission shall publish in accordance with
subsection (1A), at least thirty days before the proposed effective
date thereof—
(a) a copy of any Bye-law that it proposes to
recommend to the Minister;
(b) a concise statement of the substance and
purpose of the proposed Bye-law; and
(c) a reference to the authority under which the
Bye-law is proposed.
(1A) The Commission shall satisfy the requirements of
subsection (1) by publishing in the Gazette and—
(a) publishing in two daily newspapers of general
circulation in Trinidad and Tobago; or
(b) posting on the website of the Commission and
issuing a notice in two daily newspapers of
general circulation in Trinidad and Tobago
notifying the public of such posting.
(2) After a proposed Bye-law is published in
accordance with subsection (1A), the Commission shall afford a
reasonable opportunity to interested persons to make
representations with respect to the proposed Bye-law.
(3) (Repealed by Act No. 9 of 2014).
(4) The Commission is not required to comply with
subsections (1), (1A) and (2) if—
(a) all persons who will be subject to the Bye-law
are named and the information required by
subsection (1)(a) to (c) is sent to each of them;
(b) the Bye-law only grants an exemption or
relieves a restriction and is not likely to have a
substantial impact on the interests of persons
other than those who benefit under it;
(c) the Bye-law makes no material substantive
change in an existing Bye-law; or
(d) the Commission for good cause finds that
compliance with subsections (1), (1A) and (2)
Publication of
proposed
Bye-laws.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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is impracticable or unnecessary and publishes
the finding and a concise statement of the
reasons for it.
(5) Any person may petition the Commission to
recommend the making, amendment or revocation of a Bye-law.
(6) The Minister may, on the recommendation of the
Commission, make urgent Bye-laws to regulate conditions in the
market that require regulation as a matter of urgency, without
following the process referred to in subsections (1) and (2),
which Bye-laws shall be effective for ninety days, unless
replaced by Bye-laws issued pursuant to subsections (1) and (2).
DIVISION 2—INVESTIGATIONS
150. (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 to
contravene this Act; or
(b) to assist in the administration of securities laws
or the regulation and supervision of the
securities industry in another jurisdiction.
(2) A person appointed under subsection (1) may
examine and inquire into—
(a) the affairs of a person in respect of which the
investigation is being conducted, including any
trades, communications, financial affairs,
negotiations, transactions, investigations, loans,
borrowings or payments to, by, or on behalf of,
or in relation to, or connected with, the person
and any property, assets or things owned,
acquired, or alienated in whole or in part by the
person or by any other person acting on its
behalf; and
(b) the assets at any time held, the liabilities,
debts, undertakings and obligations at any time
existing, the financial or other conditions at
any time prevailing in or in relation to or in
Investigations
by the
Commission.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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connection with the person and any
relationship that may at any time exist or have
existed between the person and any other
person by reason of investments, commissions
promised, secured or paid, interest held or
acquired, the loaning or borrowing of money,
stock or other property, the transfer,
negotiation or holding of securities or any
other relationship.
(3) Notwithstanding any other written law a person
appointed by the Commission pursuant to subsection (1) may
examine and make copies of, or remove from the premises, all such
books, records and documents or other things relating to the subject
of the investigation within the scope of subsection (2) whether or
not they are in the possession or control of the person in respect of
which the investigation is ordered or of any other person.
(4) Notwithstanding any other written law, a person
appointed by the Commission pursuant to subsection (1) may, for
the purposes of the examination to be conducted under
subsection (3), enter the place of business of any person or entity,
for the purpose of examining or reviewing books, records,
documents or other things relating to the subject of the
investigation within the scope of subsection (2) during normal
business hours if the occupier of the place of business consents
or pursuant to an order under subsection (5).
(5) Notwithstanding subsection (4), the Commission
may, at any time if the circumstances so require, apply to a judge
of the High Court for an ex parte order authorising a person
appointed under subsection (1) to enter the premises of a person
at any time to conduct an examination under subsection (3).
(6) A person appointed by the Commission
pursuant to subsection (1), shall provide the Commission with a
full and complete written report of the investigation including
any transcript of statements and any material in his possession
relating to the investigation.
UNOFFICIAL VERSION
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(7) The Commission may publish a report or other
information concerning an investigation under this section, but if
it intends to do so, it shall—
(a) provide a person against whom an adverse
finding is to be made with fourteen days notice
of the finding and an opportunity to be heard in
person or by an attorney-at-law; and
(b) if practicable, provide a person who is likely to
receive adverse publicity with advance notice of
the publication and a reasonable opportunity to
prepare a response prior to publication.
(8) Any book, record or document removed under
subsection (3) shall be returned to the person from whom or to
the premises from which it was removed as soon as practicable.
(9) A statement made by a person in compliance with a
requirement imposed by virtue of this section shall not be used in
evidence against him in criminal proceedings.
(10) Proceedings under subsections (3) and (4) shall be
held in camera.
151. (1) Notwithstanding any other written law, if the
Commission considers it necessary or desirable for the purposes
of performing or exercising its functions, powers, or duties under
this Act or to assist in the administration of securities laws or the
regulation and supervision of the securities industry in another
jurisdiction it may, by written notice, served on any person,
require the person—
(a) to supply to the Commission, within the time
and in the manner specified in the notice, any
book, record, document, information or class of
information specified in the notice;
(b) to produce to the Commission, or to a person
specified in the notice acting on its behalf in
accordance with the notice, any book, record,
document, information or class of information
specified in the notice (within the time and in
the manner specified in the notice);
Power to
obtain
information
and documents.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(c) if necessary, to reproduce, or assist in
reproducing, in usable form, information
recorded or stored in any book, record,
document or class of documents specified in the
notice (within the time and in the manner
specified in the notice); or
(d) to appear before the Commission, or a
specified person, at a time and place specified
in the notice to provide information, either
orally or in writing, and produce any book,
record, document or class of documents
specified in the notice.
(2) Information supplied in response to a notice under
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 in
response to a notice under subsection (1), the Commission, or the
person to whom the book, record or document is produced may
examine and make copies of the book, record or document or
extracts thereof.
(4) The Commission may require a person to give,
orally or in writing, information on oath or affirmation and may
administer an oath or affirmation at any place.
(5) A person who provides information under this
section may be represented by an attorney-at-law and may claim
any privilege to which the person is entitled.
(6) Where a person who is required to attend or give
information fails or refuses to attend or provide information, the
Commission may make an application to the High Court to
compel the person to do so.
(7) Proceedings under subsection 4 shall be held
in camera.
(8) A statement made by a person in compliance with a
requirement imposed by virtue of this section shall not be used in
evidence against him in criminal proceedings.
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152. A person who without reasonable excuse alters,
suppresses, conceals, destroys or refuses to produce any
document which he has been required to produce in accordance
with this Act or any regulation thereunder, or which he is liable
to be so required to produce, commits an offence and is liable on
summary conviction to a fine of ten million dollars and to
imprisonment for ten years.
153. Notwithstanding any other written law, no duty to which
a person may be subject shall be regarded as breached by reason
of his communication in good faith to the Commission, of any
information or opinion on a matter which is relevant to any
function of the Commission under this Act, whether or not in
response to a request made by the Commission.
DIVISION 3—ORDERS OF THE COMMISSION
154. (1) Where the Commission considers that—
(a) a security is being traded in connection with a
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 a receipt
for a prospectus exists; or
(d) an issuer, selling security holder or registrant
fails to provide information, including financial
statements relating to the issuer or the
distribution, that is reasonably requested by the
Commission,
the Commission may order, subject to such conditions as it
considers appropriate, that all trading in connection with the
distribution, cease at the time and for the period 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;
Restrictions on
withholding or
concealing.
[9 of 2014].
Protection of
persons
providing
information.
Power to order
cessation of
trading or
distributions.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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(c) a reporting issuer has failed to comply with, or
is in breach of, any provision of this Act; or
(d) it is otherwise in the public interest or necessary
for the protection of investors,
the Commission may order, subject to such conditions as it
considers appropriate, that trading cease in respect of any
security at the time and for the period specified by it.
(3) Where the Commission considers that it is in the
public interest or necessary for the protection of investors, it may
make an order prohibiting, subject to such conditions as it
considers appropriate, a person who contravenes this Act from
trading in securities or from trading a specified security.
(4) The Commission may make an order under
subsection (1) or (3) without giving a person directly affected by
the order an opportunity to make representations, but it shall
provide an opportunity to make such representations within
fifteen days of the making of the order, and the order shall remain
in effect until a decision is made.
(5) The Commission may make an order under
subsection (2) without giving a person directly affected by the
order an opportunity to make representations, but it shall provide
an opportunity to make such representations within fifteen days
of the making of the order and the order remains in effect until a
decision is made, unless the order was made pursuant to
subsection (2)(a), in which case, the Commission may extend it
until the material change is published and becomes public.
(6) The Commission shall forthwith give notice of an
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 the order
is made pursuant to subsection (1) or (2),
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and shall publish a summary of the Order and the reasons
therefor in accordance with section 159(12).
(7) No person shall trade in contravention of an order
under this section.
155. (1) Where the Commission, on its own motion or on
application by an interested person considers it to be in the public
interest, it may order, subject to such conditions as it considers
appropriate that—
(a) a person comply with or cease contravening, or
that the senior officers of the entity cause the
entity to comply with or cease contravening—
(i) this Act;
(ii) an order of the Commission; or
(iii) a rule, direction, decision or order made
under a rule of a self-regulatory
organisation;
(b) a person not act as a senior officer of a registrant
or self-regulatory organisation;
(c) a person—
(i) be prohibited from disseminating to the
public, or authorising the dissemination
to the public of, any information or
record of any kind described in the order;
(ii) be required to disseminate to the public,
by the method described in the order, any
information or record relating to the
business or affairs of the person that the
Commission considers should be
disseminated; or
(iii) be required to amend, in the manner
specified in the order, any information or
record of any kind described in the order
before disseminating the information or
record to the public or authorising its
dissemination to the public;
Orders in the
public interest.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 165
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L.R.O.
(d) a registrant or senior officer of a registrant be
reprimanded or that the registration of a
registrant be suspended or revoked in
accordance with section 57 or 58;
(e) a reprimand be issued to any person; or
(f) a person, security, trade, distribution or
registration be classified under Part III, IV or
VI, and the requirement appropriate to the class
be applied.
(g)
(h)
(i)
(j)
(1A) Where the Commission on its own motion or on an
application by an interested person considers it to be not contrary
to the public interest it may make an order—
(a) that any exemption contained in this Act not
apply to any person permanently or apply for
such period as specified in the order;
(b) that a registrant registered under section 51(1)
submit to a review of his practices and
procedures and institute such changes as may be
ordered by the Commission;
(c) that any person be exempted from any
requirement of this Act;
(d) that any documents submitted to another
government agency be submitted to the
Commission; or
(e) respecting any other matter authorised by, or
required to carry out the purposes of this Act.
(2) An order granting an exemption is effective against
all persons but the Commission shall make an order revoking or
modifying such an order when it finds that a determination
reflected in it is no longer consistent with the facts.
(Deleted by Act No. 9 of 2014).}
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
166 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) (Repealed by Act No. 9 of 2014).
156. (1) Subject to subsection (2), and notwithstanding any
other provision of this Act, where the Commission, after giving
a person the opportunity to make oral or written representations,
determines, that a person is in breach of this Act, the Bye-laws or
an order of the Commission and considers it to be in the public
interest, the Commission may order the person to pay an
administrative fine not exceeding five hundred thousand dollars.
(2) Notwithstanding subsection (1), a person who is in
breach of this Act solely by reason of his failure to file or
publish a document or instrument required under this Act or the
Bye-laws within the period prescribed shall be liable to pay an
administrative fine of one thousand dollars per day for each day
that the document or instrument remains outstanding after the
expiration of the time prescribed.
(3) The Commission may make an order imposing an
administrative fine under subsection (2) for the period beginning
on the day following the expiration of the prescribed period and
ending on the day that the fine is paid.
(4) A person who files a document or instrument with
the Commission after the expiration of the period prescribed,
may in writing request an opportunity to make representations to
the Commission in accordance with subsection (1).
(5) Every administrative fine imposed by the
Commission in the exercise of its powers under this Act shall be
payable into the general revenue of Trinidad and Tobago and
may be recovered by the State as a civil debt and for the purposes
of the proof of such debt a certificate under the hand of the
Chairman of the Commission shall be receivable in evidence as
sufficient proof of such debt.
156A. (1) The Commission may issue to any person who,
there is reasonable cause to believe, has committed an offence
referred to in the Schedule, a Notice offering the person the
opportunity to discharge any liability to conviction in respect of
that offence by payment of an administrative fine not exceeding
five hundred thousand dollars for the offence in the Schedule.
Order for
administrative
fine.
[9 of 2014].
Administrative
fines may be
imposed for
certain
offences.
[9 of 2014].
Schedule.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 167
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(2) Where a person is given a Notice under this section,
criminal proceedings shall not be taken against him for the offence
specified in the Notice until the expiration of twenty-one days
commencing from the day after which the Notice was served.
(3) Where a person fails to pay the administrative fine
referred to in subsection (1) or where he continues to commit the
offence after the expiration of twenty-one days following the date
of receipt of the Notice referred to in subsection (1) that person is
liable on summary conviction for the original offence committed.
(4) Payment of an administrative fine under this section
shall be made to the Comptroller of Accounts and in any
criminal proceedings against an offender referred to in this
section, a certificate that payment of the administrative fine was
or was not made to the Comptroller by the specified date shall, if
the certificate purports to be signed by the Comptroller, be
admissible as evidence of the facts stated therein.
(5) A Notice under subsection (1) shall—
(a) specify the offence alleged;
(b) give such particulars of the offence as are
necessary for giving reasonable information of
the allegation; and
(c) state—
(i) that criminal proceedings shall not be laid
until the expiration of twenty-one days
from the date of receipt of the Notice
where payment of the administrative fine
is made and the commission of the
offence is discontinued; and
(ii) the amount of the administrative fine and
the fact that it is to be paid to the
Comptroller of Accounts whose address
is to be stated.
(6) In any proceedings for an offence to which this
section applies, no reference shall be made to the giving of any
Notice under this section or to the payment or non-payment of
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
168 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
an administrative fine thereunder unless in the course of the
proceedings or in some document which is before the Court in
connection with the proceedings, reference has been made by, or
on behalf of the accused to the giving of such a Notice, or, as the
case may be, to such payment.
(7) The Minister may, by Order, provide for any matter
incidental to the operation of this section, and in particular, any
such Order may prescribe—
(a) the form of Notice under subsection (2);
(b) the nature of the information to be furnished to
the Comptroller of Accounts along with any
payment; and
(c) the arrangements for the Comptroller to furnish
to the Commission, information with regard to
any payment, non-payment pursuant to a Notice
under this section.
156B. (1) Summary proceedings for an offence under this Act
may, without prejudice to any jurisdiction exercisable apart from
this subsection, be taken against an entity in any place at which
it has a place of business, and against an individual in any place
at which he is for the time being located.
(2) Notwithstanding anything in any other law to the
contrary, any complaint relating to an offence under this Act
which is triable by a Magistrate’s Court in Trinidad and Tobago
may be so tried if it is laid at any time within seven years after
the commission of the offence or within eighteen months after
the relevant date.
(3) In this section, the “relevant date” means the date on
which evidence sufficient in the opinion of the Commission to
justify the institution of summary proceedings comes to its
knowledge.
(4) For the purpose of subsection (3), a certificate as to
the date on which evidence referred to in subsection (3) came to
the knowledge of the Commission shall be conclusive evidence
of that fact.
Jurisdiction
and limitation.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Chap. 83:02 169
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
157. (1) The Commission shall before making an adverse
decision or finding against a person provide a reasonable
opportunity for that person to make either oral or written
representations and shall give reasonable notice to that person
including a—
(a) statement of the time within which
representations shall be made;
(b) reference to the authority under which the
decision or finding may be made;
(c) concise statement of the case; and
(d) statement that if the person fails to make
representations within the time referred to in
paragraph (a), the Commission may proceed
without giving him further notice.
(2) A person who is entitled to an opportunity to
be heard under subsection (1) may be represented by
an Attorney-at-law.
(3) (Repealed by Act No. 9 of 2014).
DIVISION 4—MARKET MISCONDUCT PROCEEDINGS
158. (1) If it appears to the Commission that market
misconduct is taking place or has or may have taken place, the
Commission may conduct an investigation under section 150.
(2) For the purposes of this Part, “market
misconduct” means—
(a) breaches of sections 91, 92, 93, 94, 95, 96 and
98, respectively;
(b) trading with knowledge of material non-public
information contrary to section 100;
(c) disclosure of material non-public information
contrary to section 101;
(d) failure of a person to be registered in
accordance with Part IV;
(e) failure of an issuer to prepare, file and receive a
receipt from the Commission for a prospectus
in connection with a distribution of securities
contrary to section 73;
Procedures for
orders of the
Commission.
[9 of 2014].
Market
misconduct
proceedings.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
170 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(f) knowingly or recklessly including a
misrepresentation in a prospectus or the failure
of a prospectus to comply with section 76(1);
(g) failure of a reporting issuer to comply with
Part V, or knowingly or recklessly making a
misrepresentation in any document filed or
required to be filed under Part V, contrary to
section 70; and
(h) a breach of any provision under Part VII.
(3) Where an investigator appointed pursuant to
section 150(1) reports to the Commission in accordance with
section 150(6) that based on his investigation he has
reasonable grounds to believe that any person has committed,
is committing or is about to commit a breach of this Act, the
Commission may conduct a hearing in accordance with
section 159.
(4) Without limiting the generality of subsection (3), the
purpose of proceedings instituted under that subsection is for the
Commission to determine—
(a) whether any market misconduct has taken place;
(b) the identity of any person who has engaged in
market misconduct; and
(c) the amount of any profit gained or loss avoided
as a result of market misconduct.
(5) Subject to subsections (6) and (7) the Commission
may publish a report or other information concerning
proceedings under this section.
(6) A person against whom an adverse finding is made
under this section may, within fourteen days of being notified of the
finding, submit in writing to the Commission an objection to the
publication of the report referred to in subsection 150(6) or other
publication concerning the finding.
(7) Where an objection is submitted under subsection (6),
the Commission shall provide the person with an opportunity
to be heard.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 171
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(8) The Commission may publish a report or other
information concerning proceedings under this section, but if it
intends to do so it shall if practicable, provide a person who is
likely to receive adverse publicity with advance notice of the
publication and a reasonable opportunity to prepare a response
prior to publication.
(9) Where a response has been prepared under
subsection (8) the Commission may publish the response.
DIVISION 5—HEARINGS
159. (1) Unless otherwise provided for in this Act, the
Commission shall, before making an order, provide a reasonable
opportunity for a hearing to each person directly affected and
shall give reasonable notice to each such person and to any
interested market actor including a—
(a) statement of the time, place and purpose of the
hearing;
(b) reference to the authority under which the
hearing is to be held;
(c) concise statement of the allegations of fact and
law; and
(d) statement that if the person fails to attend at the
hearing, the Commission may proceed without
giving him further notice.
(2) The Commission may—
(a) issue a subpoena or other request or summons
requiring a person to attend at a hearing, to testify
to all matters relating to the subject of the
hearing, and to produce all records relating to the
subject of the hearing that are in his possession or
under his control, whether they are located in or
outside Trinidad and Tobago; and
(b) require a person to give evidence orally or in
writing on oath or affirmation as it thinks necessary.
(3) Notwithstanding subsection (2), no person giving
evidence before the Commission shall be compellable to
Conduct of
hearings.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
172 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
incriminate himself, and every such person shall, in respect of
any evidence given by him before the Commission, be entitled to
all privileges to which a witness giving evidence before the High
Court is entitled in respect of evidence given by him before the
High Court.
(4) A hearing under subsection (1) shall be open to the
public unless the Commission directs otherwise in order to
protect the interests of the persons affected, but if 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 hearing under
subsection (1) may be represented by an attorney-at-law and,
subject to Rules made under section 21, may present evidence
and cross-examine witnesses at the hearing.
(6) A witness at a hearing under subsection (1) may be
advised by an attorney-at-law.
(7) The Commission may admit as evidence at a hearing
any testimony or exhibit that it considers relevant to the subject
matter of the proceedings and may take notice of any fact that
may be judicially noticed and of any generally recognised
scientific or technical fact, information or opinion within its area
of expertise.
(8) The Commission shall make provision for all oral
evidence presented at a hearing under subsection (1) to be
transcribed.
(9) The Commission—
(a) shall make an order in writing and state the
findings of fact on which it is based and the
reasons for it;
(b) shall send a copy of the order and reasons to each
person entitled to notice under subsection (1) and
to each person who appeared at the hearing; and
(c) may publish a summary of the order and reasons
therefor in accordance with subsection (12).
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 173
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(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 Act without
holding a hearing under this section; or
(d) an appointment that is made under section 150.
(11) Notwithstanding subsection (9)(c), where an order
is made pursuant to section 155(1), the Commission shall publish
a summary of the order and reasons therefor.
(12) The Commission shall satisfy the publication
requirement under subsection (9)(c) by publishing in the
Gazette and—
(a) publishing in two daily newspapers of general
circulation in Trinidad and Tobago; or
(b) posting on the website of the Commission and
issuing a notice in two daily newspapers of
general circulation in Trinidad and Tobago
notifying the public of such posting.
DIVISION 6—APPEALS
160. (1) The Commission may—
(a) on its own motion; or
(b) on an application under section 8(7) or 44(2),
review any decision made pursuant to authority delegated under
section 8 or made by a self-regulatory organisation under
section 43 and shall provide a reasonable opportunity to make
representations and give reasonable notice to each person
directly affected by the decision.
(2) The Commission shall, within thirty days of a
request for review under this section notify the parties of the
date, time and venue of the hearing to review the decision.
Appeals for
review.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
174 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) The Commission may set aside, vary or confirm the
decision under review or make such decisions as it considers
appropriate.
(4) In the case of a review of any decision of a self-
regulatory organisation made under section 43, a decision under
subsection (2) shall be subject to section 44(3) to (7).
(5) A decision that is subject to review under this
section takes effect immediately unless the Commission grants a
stay pending the completion of a review under this section.
161. (1) A person directly affected by an adverse decision,
finding or order of the Commission may appeal to the High Court
within fifteen days of his receipt of the notification of the adverse
decision, finding or order.
(2) No appeal of a decision of a self-regulatory
organisation under section 43 may be made under this section
unless the person affected has taken all reasonable steps available
to appeal or obtain review of the decision pursuant to section 160.
(3) An order that is subject to appeal under this section
takes effect immediately, but the High Court may grant a stay
pending the hearing of the appeal.
(4) The Commission is entitled to appear and be heard
on the merits of an appeal under this section or on any other
application to the High Court relating to the exercise by the
Commission of its powers.
(5) Notwithstanding subsection (4), the procedure for
determining appeals shall be in accordance with the Civil
Proceedings Rules of the Supreme Court of Judicature until such
time as Rules are made by the Rules Committee.
(6) On an appeal under this section, the High Court may
make or may direct the Commission to make any order that the
Commission is authorised to make and which the High Court
considers just and proper, or it may remand the case to the
Commission for further proceedings subject to any conditions
which the High Court thinks fit.
Appeals to the
High Court.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 175
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(7) The Rules Committee under the Supreme Court of
Judicature Act may, subject to negative resolution of Parliament,
make Rules governing appeals to the High Court.
DIVISION 7—ORDERS OF THE HIGH COURT
162. (1) Where the Commission considers that a person has
failed to comply with or is in breach of this Act or an order of the
Commission, the Commission may, in addition to any other
powers it may have, apply to the High Court for an order—
(a) directing the person to comply with or to cease
the conduct which constitutes the breach;
(b) directing senior officers of the entity to cause
the entity to comply with or to cease the
conduct which constitutes the breach; or
(c) to freeze the assets of the person or a portion of
the assets of that person or entity.
(2) On application under subsection (1), the Court may
make any order it thinks fit including an order—
(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
(f) requiring the issuance or cancellation of a
security or the purchase, disposition or
exchange of a security.
(3) An order may be made under this section in respect of
a person, notwithstanding that a penalty has already been imposed
on that person in respect of the same non-compliance or breach.
163. (1) Where the Commission considers that it is in the
public interest or necessary for the protection of investors to
prevent—
(a) a person who is or has been in breach of or has
contravened this Act; or
Ch. 4:01.
Court order for
enforcing
compliance.
Appointment of
receiver or
receiver-
manager.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
176 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(b) a registrant or self-regulatory organisation
whose registration under this Act has been
suspended or revoked,
from dealing with property under his or its control or direction,
the Commission may apply to the High Court and the High Court
may appoint a receiver or receiver-manager in respect of the
property of the person, registrant or self-regulatory organisation
if it is satisfied that it is in the interests of investors or persons
whose property is controlled by that person, registrant or self-
regulatory organisation, creditors or security holders of that
person, registrant or self-regulatory organisation, or members of
that person, registrant or self-regulatory organisation to do so.
(2) Where the Commission intends to apply to the High
Court to appoint a receiver or receiver-manager in respect of the
property of a financial institution, the Commission shall, before
making the application, consult with the Inspector of Financial
Institutions with regard to the proposed application.
(3) The High Court may make an order under
subsection (1) on an ex parte application by the Commission for
a period not exceeding fifteen days.
(4) The High Court may order a receiver or receiver-
manager appointed under this section to receive such
remuneration to cover its charges and expenses from the
registrant or self-regulatory organisation and such remuneration
shall be in such order of priority, in relation to existing charges
as the High Court sees fit.
(5) The receiver or receiver-manager shall conduct its
duties with the greatest economy compatible with efficiency and
as soon as possible after its appointment, file with the High
Court, with a copy to the Commission, a report stating its
recommended course of action in the circumstances.
(6) The receiver or receiver-manager, the Commission
or any interested person may at any time apply to the High Court
for the cancellation of an order made under subsection (1) or (3).
(7) The provisions of the Companies Act relating to a
receiver or a receiver-manager shall apply to a receiver or
receiver-manager appointed under this section.
Ch. 81:01.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 177
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
164. (1) The High Court may order the winding up of a
registrant or self-regulatory organisation and appoint a liquidator
in accordance with the Companies Act subject to the modification
that the registrant or self-regulatory organisation may also be
ordered to be wound up on the petition of the Commission.
(2) A petition under subsection (1) shall not be
presented except with leave of the High Court.
(3) In any case where a petition is made by the
Commission to the High Court for the winding up of a registrant
or self-regulatory organisation—
(a) the registrant or a self-regulatory organisation
shall remain in suspension and shall not carry
on business during the pendency of the petition
unless it is authorised to do so by the High
Court and except in accordance with
conditions, if any, as may be specified by the
High Court; and
(b) the High Court, if it is of the opinion, after such
inquiry as it may consider necessary, that the
registrant or self-regulatory organisation—
(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-regulatory organisation to
resume business either unconditionally or subject to such
conditions as the High Court may consider necessary in the
public interest or the interests of the clients, investors and other
creditors of the registrant or self-regulatory organisation but
shall otherwise order that the registrant or self-regulatory
organisation be wound up.
(4) In any case where an order of the High Court is
made, whether in pursuance of any petition made under this
Appointment of
liquidator.
[9 of 2014].
Ch. 81:01.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
178 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
section or otherwise, for the winding up of any registrant or self-
regulatory organisation or for the appointment of a receiver or a
receiver-manager then, notwithstanding the provisions of any
other law, such person 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 organisation shall not
pass a resolution for a voluntary winding up or commence a
voluntary winding up without first applying for the written
approval of the Commission and shall submit such documents
and information as may be prescribed.
(6) The Commission shall not provide the approval
referred to in subsection (5) unless it is satisfied that the
voluntary winding up will be affected in a manner that would not
pose undue risks to clients, investors or members of the registrant
or self-regulatory organisation or adversely affect public
confidence in the securities industry in Trinidad and Tobago, and
such approval may be subject to terms and conditions as may be
prescribed.
(7) Where the Commission intends to apply to the High
Court to appoint a liquidator in respect of the property of a
financial institution, the Commission shall, before making the
application, consult with the Inspector of Financial Institutions
with regard to the proposed application.
(8) The provisions of the Companies Act relating to a
liquidator shall apply to a liquidator appointed under this section.
DIVISION 8—OFFENCES
165. (1) A person who—
(a) knowingly or recklessly makes a
misrepresentation in contravention of, or
otherwise in relation to, this Act;
(b) knowingly or recklessly makes a
misrepresentation to any person appointed to
conduct an investigation, review or an
examination under section 150 or 151; or
(c) contravenes section 36 or 73,
Ch. 81:01.
General
offences.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 179
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
commits an offence and is liable on summary conviction to a fine
of two million dollars and to imprisonment for five years.
(2) A person who contravenes an order of the
Commission commits an offence and is liable on summary
conviction to a fine of five hundred thousand dollars and to
imprisonment for two years.
(3) Reasonable reliance, including reliance in good
faith on the advice of an expert upon a statement of 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 in respect of financial
statements which are required to be filed under this Act commits
an offence and is liable on summary conviction to a fine of five
million dollars and to imprisonment for five years.
(5) Where an auditor is convicted of an offence under
subsection (4), the Commission may order, under section 155,
and in addition to any other order that the Commission may
make, that the auditor be prohibited from being the auditor of a
market actor for a period not exceeding five years.
166. (1) Notwithstanding any other provision of this Act,
where a company has been convicted of an offence under this
Act, then any senior officer who knowingly or recklessly
authorised, permitted or acquiesced in the offence is also guilty
of the offence and liable to the penalty specified for it.
(2) Notwithstanding any other provision of this Act,
where a person has been convicted of an offence under this Act,
then any supervisor of the individual who knowingly or
recklessly authorised, permitted or acquiesced in the offence is
also guilty of the offence and liable to the penalty specified for it.
Liability of
senior officer.
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
180 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
(3) Reasonable reliance, including reliance on the
advice of an attorney-at-law, in good faith upon a statement of
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) The appointment of a liquidator, receiver or
receiver-manager does not absolve any senior officer of a
company or supervisor of an individual convicted of any offence
under this Act from liability arising from wilful neglect,
fraudulent transactions, misuse of client or investor funds or
from any breach of the provisions of this Act.
(5) The directors of a broker-dealer, underwriter or a
reporting issuer whose securities are listed on a securities
exchange in Trinidad and Tobago, shall notify the Commission
of any developments that pose material risks to the broker-dealer,
underwriter or a reporting issuer.
(6) A director of a broker-dealer, underwriter or a
reporting issuer whose securities are listed on a securities
exchange in Trinidad and Tobago, who—
(a) resigns;
(b) receives a notice or otherwise learns of a
meeting of shareholders called for the purpose
of removing him from office; or
(c) receives a notice or otherwise learns of a
meeting of directors or shareholders at which
another person is to be appointed or elected to
fill the office upon his resignation or removal
from office or because his term of office has
expired or is about to expire,
may submit to the broker-dealer, underwriter or reporting issuer,
and shall submit to the Commission, a written statement giving
the reasons for his resignation or departure from office, or,
where applicable, the reasons that he opposes any proposed
action or resolution.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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LAWS OF TRINIDAD AND TOBAGO
L.R.O.
167. (1) A person convicted of an offence under this Act is
liable, after the review and filing of a certificate under this
section, for the costs of the investigation of the offence.
(2) The Commission may prepare a certificate setting out
the costs of the investigation of an offence, including the time spent
by its staff and any fees paid to an expert, investigator or witness.
(3) The Commission may apply to a Master or Registrar
of the Supreme Court to review the certificate under the Civil
Proceedings Rules, 1998 as if the certificate were a bill of costs, and
the Master or Registrar shall review the costs and may vary them if
he considers them unreasonable or not related to the investigation.
(4) The scales of costs in Part 67 of the Civil
Proceedings Rules, 1998 do not apply to a certificate reviewed
under this section.
(5) After review, the certificate may be filed in the High
Court and may be enforced against the person convicted as if it
were an order of the High Court.
168. Subject to section 169, nothing in this Act prevents the
Commission from referring any matter to the Director of
Public Prosecutions.
169. No report concluding that a person to whom this Act
applies has failed without reasonable justification to fulfil a duty
or obligation under this Act shall be made until reasonable notice
has been given to such person of the alleged failure and the
person has been allowed full opportunity to be heard either in
person or by an attorney-at-law.
169A. The Freedom of Information Act shall apply in relation
to all documents or instruments which are expressly required to
be filed with the Commission under this Act.
PART XII
REPEAL AND TRANSITIONAL PROVISIONS
170. (1) On the date of coming into force of this Act, the
Commissioners of the former Commission shall be deemed to be
Costs.
Referral of
matters to
Director of
Public
Prosecutions.
Notice of
adverse report.
Freedom of
Information
Act, Ch. 22:02
to apply.
[9 of 2014].
Transitional
provisions.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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182 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
appointed under section 10 of this Act and shall continue as
Commissioners of the Commission under and for the purposes of
this Act for a term expiring on the day on which their respective
appointments would have expired under the former Act and—
(a) all the property, assets and rights and all the
liabilities and obligations to which the former
Commission was entitled or subject are
transferred to, vested in and conferred or
imposed upon, as the case may be, the
Commission, without further assurance and the
Commission shall have all powers necessary to
take possession of, recover, and deal with such
property and assets and discharge such
liabilities and obligations;
(b) every agreement, whether in writing or not, and
every deed, bond or other instrument to which
the former Commission was a party or which
affected the former Commission, whether the
rights, liabilities and obligations under it could
be assigned, shall have effect as if the
Commission were a party to it or affected by it
instead of the former Commission and as if for
every reference in it to the former Commission
there were substituted in respect of anything to
be done on or after such date of coming into
operation, a reference to the Commission;
(c) any legal proceedings and investigations
pending immediately before the coming into
force of this Act to which the former
Commission was a party may be continued as if
the Commission was a party to those legal
proceedings and investigations instead of the
former Commission;
(d) any orders of the former Commission made
under the former Act shall remain valid and in
force under this Act;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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Securities Chap. 83:02 183
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(e) all funds and resources of the former Commission
which stand to the credit of the Government
under the former Act or the former Commission
are transferred to and vest in the Commission;
(f) all officers and employees, whether permanent
or temporary, of the former Commission
become the corresponding officers and
employees of the Commission and continue in
office for the period for which they were
appointed by the former Commission; and
(g) all superannuation benefits, pension rights,
gratuities or other allowances which have
accrued to an officer or employee, whether
permanent or temporary, of the former
Commission shall be preserved and shall
continue to accrue under the Commission.
(2) Bye-laws, Guidelines and Rules made under the
Securities Industry Act, in force at the commencement of this
Act, remain in force until replaced by new Bye-laws made
pursuant to this Act.
(3) For the purposes of this section, “former
Commission” means the Trinidad and Tobago Securities
Exchange Commission established under the former Act.
171. The Securities Industry Act, is repealed.
32 of 1995.
32 of 1995.
Act No. 32 of
1995 repealed.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Section General Description of Offence CriminalPenalty
Administrative
Fine
Failure of a person to obtain
approval to become a
substantial shareholder of a
market intermediary in
accordance with section 54(1)
Failure of a person to apply for
approval to be a substantial
shareholder within the
specified timeframe
Failure of a person to restrain
exercising his voting rights in
respect of his shareholding of a
registrant
Knowing or reckless
misrepresentation in any
application, notification or
other document required to be
filed, delivered or notified to the
Commission in connection
with—
Registration, renewal or
reinstatement as a
b r o k e r - d e a l e r ,
investment adviser, or
underwriter in accordance
with sections 51(1) and
56(1) of the Act
$600,000 or
imprisonment
for two years
Daily fine of
$60,000 for
each day the
offence
continues
$1,000,000
and
imprisonment
for three (3)
years
Up to
$500,000
Up to
$500,000
54(6E)
60(1)
184 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
SCHEDULE
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE
[9 of 2014].
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 185
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Section General Description of Offence CriminalPenalty
Administrative
Fine
60(1) Registration, renewal or
reinstatement as a
registered representative
under sections 51(2) and
56(1) of the Act
Granting of a licence to a
person by a SRO
Notification of a material
change in the information
contained in an applicant’s
application for registration
in accordance with
section 56(2) of the Act
Notification of changes in
particular information of a
registrant in accordance
with section 56(4) of the
Act
An application for the
surrender of registration
pursuant to section 59 of
the Act
An application to become
a substantial shareholder
of a broker-dealer,
investment adviser or
underwriter
$1,000,000
and
imprisonment
for three (3)
years
Up to
$500,000
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
186 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
Section General Description of Offence CriminalPenalty
Administrative
Fine
Registration as a reporting
issuer under section 61
Registration of securities
under section 62
Carrying on business or
course of conduct in
connection with, or
incidental to, the business
activities of a broker-dealer,
an investment adviser, or an
underwriter without said
person being registered, or
deemed registered with
the Commission as
contained in section 51(1)
Knowing or reckless—
Failure of a reporting issuer
to prepare, file and
disseminate an annual report
as contained in section 63
Failure of a reporting issuer
to publish a notice
describing the nature and
substance of a material
change within the prescribed
time as contained in
section 64(1)(a)
Failure of a reporting issuer
to file a material change
report with the Commission
within the prescribed time as
contained in section 64(1)(b)
$1,000,000
and
imprisonment
for three (3)
years
$5,000,000
and
imprisonment
for five (5)
years
$1,000,000
and
imprisonment
for three (3)
years
Up to
$500,000
Up to
$500,000
Up to
$500,000
60(1)
60(2)
70(1)
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE—(Continued)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 187
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L.R.O.
Section General Description of Offence CriminalPenalty
Administrative
Fine
Failure of a reporting issuer to
prepare and file audited annual
comparative financial
statements as contained in
section 65(1)
Failure of a reporting issuer to
have an audit committee as
contained in section 65(7)
Failure of a reporting issuer to
prepare, file and disseminate
interim financial statements as
contained in section 66
Failure of a reporting issuer to
send a prescribed form of
proxy to each holder of voting
securities who is entitled to
receive notice of the meeting
concurrently with giving a
notice of meeting as contained
in section 68(1)
Failure of a reporting issuer to
file a copy of a proxy circular
or dissident’s proxy circular
concurrently with mailing as
contained in section 68(3)
Failure of a reporting issuer
which is an approved foreign
issuer to certify annually to the
Commission in writing,
concurrently with the filing of
its annual comparative
financial statements, that it is
an approved foreign issuer as
contained in section 69(3)
$1,000,000
and
imprisonment
for three (3)
years
Up to
$500,000
70(1)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
188 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
Section General Description of Offence CriminalPenalty
Administrative
Fine
Misrepresentation by a
reporting issuer in any
document required to be filed
with the Commission and
delivered to security holders as
required in Part V–Disclosure
Obligations of Reporting
Issuers
Any senior officer of a reporting
issuer convicted of any of the
following offences, who
knowingly or recklessly
authorised, permitted or
acquiesced in the—
Failure of a reporting issuer
to prepare, file and
disseminate an annual report
as contained in section 63
Failure of a reporting issuer
to publish a notice
describing the nature and
substance of a material
change within the prescribed
time as contained in
section 64(1)(a)
Failure of a reporting issuer
to file a material change
report with the Commission
within the prescribed time
as contained in
section 64(1)(b)
Failure of a reporting issuer
to prepare and file audited
annual comparative
statements as contained in
section 65(1)
$1,000,000
and
imprisonment
for three (3)
years
$500,000
and
imprisonment
for two (2)
years
Up to
$500,000
Up to
$500,000
70(1)
70(2)
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE—(Continued)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 189
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Section General Description of Offence CriminalPenalty
Administrative
Fine
Failure of a reporting issuer
to have an audit committee
as contained in section 65(5)
Failure of a reporting issuer
to prepare, file and
disseminate interim
financial statements as
contained in section 66
Failure of a reporting issuer
to send a prescribed form of
proxy to each holder of
voting securities who is
entitled to receive notice of
the meeting concurrently
with giving a notice of the
meeting as contained in
section 68(1)
Failure of a reporting issuer
to file a copy of a proxy
circular or dissident’s proxy
circular concurrently with
mailing as contained in
section 68(3)
Failure of a reporting issuer
which is an approved
foreign issuer to certify
annually to the Commission
in writing, concurrently
with the filing of its annual
comparative financial
statements, that it is an
approved foreign issuer as
contained in section 69(3)
Misrepresentation by a
reporting issuer in any
document required to be
filed with the Commission
and delivered to security
$500,000
and
imprisonment
for two (2)
years
Up to
$500,000
70(2)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
190 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
Up to
$500,000
Up to
$500,000
Section General Description of Offence CriminalPenalty
Administrative
Fine
70(2)
99
holders as required
in Part V–Disclosure
Obligations of Reporting
Issuers
Knowingly or recklessly
conducting transactions to
create a false or misleading
appearance of trading
activity as contained in
section 91(1)
Knowingly or recklessly
conducting transactions to
create an artificial price, or
to maintain at a level that is
an artificial price for a
security as contained in
section 91(2) and 91(3)
Knowingly or recklessly
conducting a transaction
that does not involve a
change in the beneficial
ownership of securities
with the intention of
maintaining, increasing,
reducing, stabilising, or
causing fluctuations in the
price of securities traded on
a securities market as
contained in section 92(a)
Knowingly or recklessly
conducting a fictitious or
artificial transaction
with the intention of
maintaining, increasing,
reducing, stabilising, or
causing fluctuations in the
price of securities traded on
a securities market as
contained in section 92(b)
$500,000
and
imprisonment
for two (2)
years
$2,000,000
and five (5)
years
imprisonment
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE—(Continued)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 191
LAWS OF TRINIDAD AND TOBAGO
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Section General Description of Offence CriminalPenalty
Administrative
Fine
99 Knowingly or recklessly
disclosing, circulating or
disseminating information
which contains a
misrepresentation to
induce another person to
buy, sell or otherwise trade
in securities as contained in
section 93
Conducting transactions
that will result in, or
contribute to a misleading
appearance of trading
activity in, or an artificial
price for a security as
contained in section 94
Employing a device with
intent to defraud or mislead
in connection with trading
in securities as contained in
section 95
Employment of any device,
scheme or artifice with the
intent to defraud or deceive
in connection with a trade
in securities as contained in
section 95(a)
Engaging in an act,
practice or course of
business which is
fraudulent or deceptive, or
would operate as a fraud or
deception in connection
with trading in securities as
contained in section 95(b)
Making untrue statements
of a material fact or
omitting to state a material
fact with intent to mislead
in connection with trading
$2,000,000
and five (5)
years
imprisonment
Up to
$500,000
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
192 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
Section General Description of Offence CriminalPenalty
Administrative
Fine
99
107(4)
138
in securities as contained in
section 95(c)
Engaging in excessive
trading as contained in
section 96
Making unsuitable
recommendations and
failing to disclose conflicts
or potential conflicts of
interest as contained in
section 98(1)
Publishing a research report
not intended for a specific
client and which
recommends a trade in
security, without disclosing
a conflict of interest, as
contained in section 98(2).
Failure by a broker-dealer
to establish proper client
accounts on behalf of any
person, other than another
broker-dealer, for the
purchase or sale of
securities, as contained in
section 107(1)
Withdrawal from client
accounts by a broker-dealer,
except for the purpose of
making payment on behalf
of, or to the person for
whom it was established, as
contained in section 107(2)
Failure of a person
connected to a reporting
issuer to disclose beneficial
ownership of securities of
$2,000,000
and five (5)
years
imprisonment
$500,000 and
imprisonment
for two (2)
years
$500,000 and
imprisonment
for two (2)
years
Up to
$500,000
Up to
$500,000
Up to
$500,000
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE—(Continued)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 193
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L.R.O.
Section General Description of Offence CriminalPenalty
Administrative
Fine
138
151
the reporting issuer, as
contained in section 136(1)
Failure of a person
connected to a reporting
issuer to disclose changes
in beneficial ownership of
securities of the reporting
issuer, after filing an
initial report of beneficial
ownership, as contained in
section 136(2)
*Transfer of securities of a
reporting issuer held by a
person connected to the
reporting issuer to another
person without filing a
report with the
Commission, as contained
in section 136(3)
Knowingly or recklessly
making a false statement or
filing a false report or
failing to supply any
particulars which are
required to be supplied to
the Commission pursuant
to sections 136 and 137
Failure or refusal to attend
before the Commission or
failure or refusal to provide
information to the
Commission
$500,000 and
imprisonment
for two (2)
years
Up to
$500,000
Up to
$500,000
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
194 Chap. 83:02 Securities
LAWS OF TRINIDAD AND TOBAGO
Section General Description of Offence CriminalPenalty
Administrative
Fine
165(1)(a)
165(1)(c)
165(2)
Knowingly or recklessly
makes a misrepresentation
in contravention of the Act
Carrying on business or
activities as a self-regulatory
organisation without
registration with the
Commission as
prescribed in section 36 of
the Act
Failure to file with the
Commission a prospectus
for a security that is to be
traded and deemed a
distribution
Contravention of an order
of the Commission
$2,000,000
and five (5)
years
imprisonment
$2,000,000
and
imprisonment
for five (5)
years
$500,000 and
Imprisonment
for two (2)
years
Up to
$500,000
Up to
$500,000
Up to
$500,000
SCHEDULE—(Continued)
OFFENCES IN RESPECT OF WHICH CRIMINAL
LIABILITY MAY BE DISCHARGED BY PAYMENT OF
AN ADMINISTRATIVE FINE—(Continued)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Chap. 83:02 195
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
APPENDIX
Subsidiary Legislation made under previous Act now
saved under Section 170(2) of the Act.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
196 Chap. 83:02 Securities Industry
LAWS OF TRINIDAD AND TOBAGO
SUBSIDIARY LEGISLATION
TRINIDAD AND TOBAGO STOCK EXCHANGE RULES
ARRANGEMENT OF RULES
RULE
DEFINITIONS
GENERAL RULES
100. Application to be Licensed as a Stockbroker.
101. Register of Membership and of Stockbrokers.
102. Admittance to Membership.
103. Disciplinary Powers of Exchange.
104. Financial—Stock Exchange.
105. Minimum Capital Requirements; Books and Records.
106. Diligence as to Customer Accounts.
107. Trust Accounts.
108. Audit of Member Companies.
109. Indemnity Insurance.
110. Conduct of Security Business.
111. Prohibition of False Markets.
112. Contract Note or Confirmation of Trade.
113. Stock Transfer.
114. Publication of Particulars of Listed Companies.
115. Suspension of Trading.
116. Block Transactions.
117. Designation of Accounts.
118. Discretionary Power in Customers’ Accounts.
119. Records of Orders.
120. Separate Supervision of Accounts and Pooling.
121. Fully paid Securities held in Safe Keeping.
DEALINGS AND SETTLEMENT
200. General bargain rules.
201. Permitted dealings.
(APPENDIX)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 197
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
RULE
202. Permitted bargains and bargain conditions.
203. Ex-condition dealing.
204. Definitions for dealing procedures.
205. Trading sessions.
206. Call over procedures.
207. Matching in sequential calls.
208. Simultaneous calls.
209. Close of dealing.
210. Bargains put-through the market.
211. Market floor discipline.
212. Dealing and account periods.
213. Good delivery.
214. Validity of transfers.
215. Power of attorney.
216. Securities under disability.
217. Certification of Transfer Forms.
218. Dispute as to title.
BUYING-IN AND SELLING-OUT
219. Buying-in.
Selling-out.
Settlement of difference.
220. Stock Exchange Official List.
221. Marking of bargains.
222. Foreign shareholding quotations.
OPERATIONS OF MEMBER COMPANIES
300. Transaction Records.
301. Liquidity Return.
302. Minimum commission.
303. Transactions in overseas currencies.
304. Continuation bargains.
305. Commission sharing.
306. Registers of agents.
307. Net contracts prohibited.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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198 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
ARRANGEMENT OF RULES—Continued
RULE
308. Restrictions on dealing by members.
309. Market contract note.
310. Settlement between member companies.
311. Account delivery and payment.
312. Contract note.
313. Obligations in purchase bargains.
314. Obligations in sold bargains.
315. Defaulting clients obligations.
316. General Claims.
317. Settlement of cum-rights bargains.
318. Settlement of cum-capitalisation bargains.
319. Settlement of dividend claims.
320. Statement of inter-company balances.
321. Use of brokers account to effect delivery.
322. Employee commission sharing.
LISTING AND DELISTING
400. Listing requirements.
401. Delisting criteria.
402. Stock Exchange Official List.
403. Preliminary arrangements and placings.
404. Capital issue by company under foreign control.
405. Price stabilisation.
406. Suspension of dealing.
ADMISSION OF STOCKBROKERS, DEALERS AND
MEMBER COMPANIES
501. Appointment of authorised dealers.
502. Appointment of alternate authorised dealers.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 199
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
[Subsidiary]
* The Stock Exchange Rules was published as a Special Supplement to the Trinidad and Tobago
Gazette, Vol. 26, No. 174 dated June 1987.
† The reference to rule 213(4) of the Rules in rule 2(b) of LN 150/1988 was in fact a reference to
rule 212(4).
‡ The reference to rule 211 of the Rules in rule 2 of LN 136/1994 was in fact a reference to
rule 210 which was identical to that rule.
174/1987*.
[150/1988†
136/1994‡
226/2001].
Definitions.
Ch. 81:01.
TRINIDAD AND TOBAGO STOCK EXCHANGE RULES
approved by the Commission under section 35
DEFINITIONS
GENERAL RULES
In these Rules—
“the Act” means the Securities Industry Act;
“the Board” means the Board of Directors of the Stock Exchange;
“the Companies Act” means the Companies Act, and any
amendments thereof or any modifications or replacements
thereto;
“contract note” means the instrument required to be made and
issued under section 122(1) of the Act;
“dealer” means an individual employed by a member company of
the Stock Exchange for the purpose of trading on the Stock
Exchange on behalf of such member company and approved
and authorised by the Board under rule 501;
“limited corporate member” or “member company” or “member”
means a company duly licensed as a member of the Stock
Exchange;
“listed company” means a company whose securities have been
admitted for quotations on the Stock Exchange under these Rules;
“listed securities” means securities admitted for listing pursuant
to the Stock Exchange’s Rules and Regulations;
“the Managing Director” means the Manager Director of the
Stock Exchange appointed under Article 30 of the Articles
of Association of the Trinidad and Tobago Stock Exchange;
“official list” means the list prepared and published by the Stock
Exchange in accordance with its Rules and Regulations;
“the Seal” means the seal of the Stock Exchange;
“the secretary” means the secretary to the Board appointed under
the Articles of Association of the Trinidad and Tobago
Stock Exchange;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
200 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Ch. 81:03.
“security” means any document evidencing ownership or any
interest in the capital or debt, property, profits, earnings or
royalties of any enterprise or proposed enterprise and without
limiting the generality of the foregoing, includes any—
(a) bond, debenture, note or other evidence of
indebtedness;
(b) share, stock, unit, unit certificate, participation
certificate or certificate of share or interest;
(c) instrument commonly known as security;
(d) instrument or document constituting evidence of
any interest or participation—
(i) a profit sharing agreement;
(ii) a trust;
(iii) an oil, natural gas or mining lease, claim
or royalty or other mineral right; or
(e) right to acquire or dispose of anything specified
in paragraphs (a) to (d);
but does not include—
(f) currency;
(g) a cheque, bill of exchange or bank letter of credit;
(h) a certificate or document constituting evidence
of any interest in a deposit account with—
(i) a financial institution;
(ii) a credit union within the meaning of the
Co-operative Societies Act;
(iii) an insurance company;
(i) a contract of insurance issued by an issuer;
“SEC” means securities and exchange commission;
“stockbroker” or “broker” means a person licensed to practise in
accordance with the Rules and Regulations of the Stock
Exchange;
“Stock Exchange” or “Exchange” means the Stock Exchange
established under the Securities Industry Act;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 201
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 100.
“Stock Exchange transaction” means a sale and purchase of
securities in which each of the parties is a member company
or a stockbroker acting in the ordinary course of business as
such, or is acting through the agency of such a member
company or stockbroker;
“substantial shareholding” means one-tenth or more of the issued
share capital of any institution or company;
“trade or trading” includes—
(a) any sale or purchase of a security;
(b) any participation as a dealer, trader, broker,
underwriter or agent in any transaction in a
security;
(c) any act, advertisement, solicitation, conduct or
negotiation directly or indirectly in furtherance of
any activity referred to in paragraphs (a) to (b).
APPLICATION TO BE LICENSED AS A STOCKBROKER
Subject to the provisions of the rules of the Exchange, all
applicants for licensing as a stockbroker—
(a) shall be registered with the Securities and
Exchange Commission (SEC);
(b) every application shall be in writing and be
proposed and seconded by two members of the
Board, and shall be accompanied by such
documents and information as may be prescribed;
(c) the Secretary may refuse to accept an
application if the Exchange has within a period
of twelve months immediately preceding the
application refused licensing of the applicant;
(d) it shall be stated in the application whether the
applicant has professional or business
connections or substantial shareholding in any
banking institution, insurance company,
management company of mutual funds, or trust
company, and the exchange shall take such
matters into account in determining whether or
not to grant the application;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
202 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 101.
(e) a licence shall not be issued to any applicant
who holds a position as a director on the Board
of any listed company;
(f) where the Exchange is satisfied that the
applicant has complied with the requirements of
the applicable rules and is a suitable person to be
licensed, the Exchange shall licence the
applicant as a stockbroker, and shall upon
payment of the prescribed fee issue to him/her a
licence to trade in the prescribed form;
(g) for purposes of determining suitability, the
Exchange may require an applicant to sit and pass
a written or oral examination set by the Exchange;
(h) a licence issued by the Exchange shall be valid for
a period of three years. However, if after the
licence has been issued, any material change takes
place in the facts of information, the person who
filed the application must promptly file with the
Exchange an amendment disclosing the change;
(i) subject to any notification of change by the
Exchange, the annual licence fee for the time
being shall be $2,500 and such fee shall be
payable on January 1, each year;
(j) where the Exchange refuses to license an
applicant, it shall notify the applicant in writing
of the reasons for so doing.
REGISTER OF MEMBERSHIP AND OF STOCKBROKERS
(1) The Exchange shall—
(a) establish and maintain a register of membership
in the prescribed form of all companies admitted
as members;
(b) make all necessary alterations of and
amendments to the particulars of a member as
the occasion arises;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 203
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Ch. 81:01.
Rule 102.
(c) delete from the register the names and particulars
of members whose registration has been cancelled
by the SEC or whose name has been removed
from the register kept under the Companies Act;
(d) record in the register the suspension from
practice of any member.
(2) The Exchange shall—
(a) establish and maintain a register of stockbrokers
duly licensed;
(b) delete from the register of stockbrokers any
person whose registration has been cancelled by
the SEC;
(c) record in the register of stockbrokers the
suspension from practice of any stockbroker.
(3) No stockbroker shall employ in any capacity any person—
(a) whose registration as a stockbroker has been
cancelled;
(b) who has been suspended from trading as a
stockbroker;
(c) whose registration has been refused by SEC.
ADMITTANCE TO MEMBERSHIP
(1) Every application for membership of the Stock Exchange
shall be proposed and seconded by two members of the Stock
Exchange and shall be accompanied by—
(a) a statement which shall contain the name and
description of the applicant, the address of its
registered office in Trinidad and Tobago, and the
name and address and nationality of each of its
directors one of whom shall be a broker;
(b) a certified copy of its Memorandum and Articles
of Association together with a certified copy of
its certificate of incorporation;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
204 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 103.
[226/2001].
(c) proof that the company has a minimum paid up
share capital of one million dollars.
(2) Before admitting the applicant as a member, the Exchange
must approve of the Memorandum and Articles of Association
referred to in rule 102(1)(b), and must be satisfied that the applicant’s
principal business is dealing in securities and is active in such business.
(3) Upon being satisfied that the applicant satisfies the criteria
for membership specified in the Rules, the Exchange shall, subject
to the applicant being registered and approved by the Commission,
admit such member upon payment of the prescribed fee.
(4) Where the Exchange refuses an application for
membership, it shall at once file with the Commission a copy of
the decision, the reasons thereof and any other information
required by the Commission.
(5) When an application for membership has been refused,
the applicant may appeal to the Commission for a review of the
Exchange’s decision. If upon review the Commission is of the
opinion that the applicant should be admitted, the Exchange upon
receiving notice of same, shall admit the applicant.
(6) No member shall alter its Memorandum and Articles of
Association without the consent of the Exchange in writing.
(7) A member shall give immediate notice in writing to the
Exchange of the death, retirement, bankruptcy or resignation of
any of its directors and shall not go into voluntary liquidation
without the prior approval of the Exchange.
DISCIPLINARY POWERS OF EXCHANGE
(1) Where the Exchange considers that a member company,
stockbroker or dealer—
(a) has been guilty of negligence in trading on the
Stock Exchange;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 205
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(b) has obtained a licence to trade by fraud, mistake
or material mis-statement;
(c) has defaulted in payment of any monies due to
the Stock Exchange or to a member;
(d) has contravened any of its rules;
(e) is unsuitable to trade on the Stock Exchange by
reason of any other circumstances whatsoever,
which either are likely to lead to the improper
conduct of business by him, or reflect discredit
upon his method of conducting business,
it may cancel the person’s licence, or it may suspend him and/or
the firm from trading, or it may impose a fine and/or censure him
or the firm.
(2) Where the Exchange cancels a person’s licence, or
suspends him or the firm from trading or imposes a fine, such
person or firm shall not resume trading until his/its licence has
been renewed, or the suspension has been removed, or the fine
paid, as the case may be.
(3) Where the Exchange suspends a person or firm from
trading, or imposes a fine under this rule, it shall forthwith notify
the Commission, stating the reasons thereof and any other
information required by the Commission.
(4) All proceedings under this rule, shall be conducted at a
hearing in accordance with the procedures laid down by the Exchange.
(5) The Exchange may from time to time appoint a Hearing
Panel to be composed of representatives of members and listed
companies and/or members of the investing public.
(6) The Hearing Panel referred to in subrule (5) shall hear
and receive evidence and submissions on any matter referred to
it by the Exchange, for the purpose of informing the Exchange of
the evidence and submissions.
(7) The Exchange shall consider the evidence and
submissions before reaching its decision based thereon.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
206 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 104.
[226/2001].
(8) All decisions made by the Exchange may, on appeal, be
subject to review by the Commission who may—
(a) affirm or modify the sanction imposed, where it
finds that the person disciplined contravened the
rules of the Exchange;
(b) set aside the sanction imposed if it does not so
find; and
(c) refer the matter to the Exchange for further
proceedings.
(9) Where a person has been charged for a breach of any of
the rules of the Exchange such person may be suspended from
trading, but such suspension shall cease upon the dismissal of the
charge, or upon the withdrawal of the proceedings.
FINANCIAL — STOCK EXCHANGE
(1) The funds of the Stock Exchange shall consist of—
(a) fees paid by issuing companies for the inclusion
of their securities in the official list;
(b) such fees, subscriptions, and charges that
become payable to the Stock Exchange under
its rules;
(c) charges payable by non-members of the Stock
Exchange for services rendered;
(d) such other monies and assets that may accrue to
the Stock Exchange.
(2) The Exchange shall have the power to prescribe all fees,
subscriptions and charges mentioned in rule 104(1) above.
(a) The secretary shall keep proper books of
accounts of—
(i) all monies received and expended by the
Stock Exchange and shall record the
matters in respect of which such monies
have been received and expended;
(ii) the assets and liabilities of the Stock
Exchange;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 207
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(b) where assets are held upon any special trusts,
the receipts and expenditure relating to such
trust shall be kept in an account separate and
apart from all other receipts and expenditure;
(c) all accounts shall be kept in the office of the
Stock Exchange in Port-of-Spain for a period of
six years after the last entry therein, and shall be
open to inspection by members of the Board and
by the auditors;
(d) within four months after the end of each
financial year, the Exchange shall prepare in
respect of that year—
(i) an account of the revenue and expenditure
of the Stock Exchange;
(ii) a balance sheet;
(iii) such other accounts as the Commission
may require;
(iv) an Annual Report;
(e) accounts prepared by the Exchange shall be
audited by a duly appointed auditor, and shall be
signed by the Chairman and not less than two
other directors;
(f) the Exchange shall send copies of the signed
accounts to every member of the Board, every
member of the Stock Exchange, and the auditor.
(3) (a) The Stock Exchange shall appoint an auditor who
shall be a member in good standing of the Institute of Chartered
Accountants of Trinidad and Tobago.
(b) The auditor appointed under 104(3)(a) above shall
have the right if requested by the Exchange to examine all books,
accounts, stock registers and other records required to be kept by
members pursuant to the Exchange’s Rules.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
208 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 105.
Rule 106.
[226/2001].
MINIMUM CAPITAL REQUIREMENTS,
BOOKS AND RECORDS
(1) A Broker shall maintain at all times a minimum net worth
as defined in Exchange Rule 300 12(a) of one million dollars or such
other amount as the Exchange may from time to time prescribe.
(2) A member shall keep such books, accounts, stock
registers and such other records—
(a) as may be necessary to show the nature and details
of all dealings and transactions entered into it;
(b) as may be required to explain transactions and
the financial status of its business at any time;
(c) to enable a true profit and loss account and
balance sheet to be prepared from time to time,
and such other books and records as the Stock Exchange may
from time to time prescribe.
DILIGENCE AS TO CUSTOMER ACCOUNTS
(1) Every member of the Exchange is required through its
Managing Director or a person designated to—
(a) use due diligence to learn the essential facts
relative to every customer, every order, every
cash or other securities transaction accepted or
carried by such member and every person
holding power of attorney over any account
accepted or carried by such member;
(b) supervise diligently all accounts handled;
(c) specifically approve the opening of an account
prior to or promptly after the completion of any
transaction for the account with a customer. The
Managing Director or other designated person
approving the opening of the account shall, prior
to giving his approval, be personally informed as
to the essential facts relative to the customer and
to the nature of the proposed account and shall
indicate his approval in writing on a document
which is a part of the permanent records of his
office or organisation;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 209
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Rule 107.
[226/2001].
(d) to establish the identity, and where applicable
the creditworthiness of the client.
(2) If information known to the registrant, under Part IV,
of the Act, causes doubt as to whether the client is of good
reputation, the reputation of the client and every registrant under
Part IV is required by bye-law 31(1)(b) to make enquiries
concerning each client in order to determine the general
investment needs of the client and the suitability of a proposed
purchase or sale for that client.
TRUST ACCOUNTS
(1) A member shall establish and keep in a commercial bank
or banks in Trinidad and Tobago one or more trust accounts
designated as such into which it shall pay—
(a) all amounts less any commission and other
proper charges that are received from or on
account of any person, other than another broker
or securities company for the purchase of
securities not delivered to the broker or securities
company within three working days; and
(b) all amounts, less any commission and other
proper charges, that are received on account of
any person other than a broker or securities
company, from the sale of securities and not
paid to that person or as that person directs
within three working days.
(2) Save as otherwise provided under this rule monies held
in trust accounts in accordance with this section shall not be
available for payment of the debts or expenses of a member, or
be liable to be paid or taken in execution under an order or
process of any Court.
(3) A member shall not withdraw any monies from a trust
account established under rule 107 except for the purpose of
making payment on behalf of or to the person lawfully entitled
thereto, or for any other purpose duly authorised by law.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
210 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 108.
Rule 109.
(4) Nothing in these Rules shall be construed as affecting
in any way any lawful claim or lien which any person may have
against or upon any monies held in a trust account, or against
or upon any monies received for the purchase of securities, or
from the sale of securities, before such monies are paid into a
trust account.
AUDIT OF MEMBER COMPANIES
(1) A member shall appoint an auditor who is a member of
the Institute of Chartered Accountants of Trinidad and Tobago,
and where for any reason that auditor ceases to hold office, the
member shall appoint another approved auditor in his place.
(2) Within four months after the end of its financial year, a
member shall prepare a balance sheet and a profit and loss
account in respect of that year, and shall submit such balance
sheet and accounts and all other relevant documents to the auditor.
(3) The auditor shall, if he is so satisfied, certify that the
business of the member has been conducted in accordance with
the rules of the Exchange, and that the balance sheet and profit
and loss account are true and fair statements of the business of
the member in respect of that financial year, and he shall
submit a copy of the accounts so certified to the Exchange and
the Commission.
(4) Where the auditor is not satisfied in relation to the
matters set out in rule 118 (3), he shall qualify the accounts and
notify the Exchange and the Commission accordingly.
(5) Upon receipt of the notification under rule 108(4), the
Exchange shall suspend the member from trading on the Stock
Exchange, and shall notify the Commission accordingly. Such
suspension shall not be removed until the auditor appointed by
the Exchange under rule 104(3)(a) certifies as in rule 108(3).
INDEMNITY INSURANCE
Every member shall to the satisfaction of the Exchange effect
appropriate policies of insurance for the purpose of indemnifying
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 211
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Rule 110.
itself against any liability that may be incurred as a result of any
act or omission of any of its officers or employees.
CONDUCT OF SECURITY BUSINESS
(1) A broker shall not trade on the Stock Exchange other
than in the name and on behalf of a member of which he is
himself a member.
(2) The beneficial ownership of any security sold on the Floor
of the Stock Exchange shall pass from seller to buyer with effect
from the date of the transaction together with all rights and interests
in such security unless such rights and interests are expressly
excluded by the terms of the contract of sale in which case the
nature of the exclusion and its extent shall be recorded at the time
of the transaction in the contract note as provided for in rule 112.
(3) (a) Subject to rule 110(3)(b) a member may trade in
securities on the stock market both as an agent and as a principal.
(b) Where a member seeks to purchase securities on the
stock market as a principal, and there is a competing bid on
behalf of a client for the purchase of those securities which equals
the bid made by the member, such competing bid shall be
preferred to that made by the member.
(c) For the purposes of this section under this rule
trading as a principal includes trading on behalf of a corporation
in which the member or its directors have a controlling interest.
(d) Where a member purchases securities on the Floor
as a principal, it shall record such securities in a book of accounts
separate from the book of accounts relating to securities held as
an agent.
(e) Where a member seeks to purchase securities as a
principal, it shall so declare in its bid, and where it fails so to do,
the vendor may rescind the contract by giving the member a
notice of the rescission in writing within seven days after the
receipt of the contract note, and shall send a copy of the notice to
the Exchange.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
212 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 111.
Rule 112.
[226/2001].
(f) The Exchange shall have the power to vary the
number of members making markets in specified listed securities.
PROHIBITION OF FALSE MARKETS
(1) It is unlawful for any person directly or indirectly for the
purpose of creating a false market in any security—
(a) to effect any transaction in such security which
involves no change in the beneficial ownership
thereof; or
(b) to enter an order or orders for the purchase of
security with the knowledge that an order or
orders of substantially the same size, at
substantially the same time and at substantially
the same price, has or have been or will be
entered by or for the same or different parties.
(2) For the purposes of this rule a false market is a market in
which the movement in the price of a security is brought about or
sought to be brought about by contrived factors such as the
collaboration between buyer and seller calculated to create a
movement of the price of the security not justified by the assets
earnings or prospects related to that security.
CONTRACT NOTE OR CONFIRMATION OF TRADE
(1) Any member who effects any sale or purchase of any
listed security shall within twenty-four hours after the sale or
purchase make and transmit a contract note of the transaction to
its client.
(2) A contract note or confirmation shall—
(a) advise of the sale or purchase of the listed
security;
(b) state the price at and the consideration for which
the sale or purchase was effected and the
commission charged in connection therewith
and any other proper charges;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 213
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(c) identify the member involved in the sale or
purchase;
(d) contain such further particulars as may from
time to time be required by the Exchange; and
(e) include the date and time at which the purchase
or sale took place and whether the member or
registered broker acted as principal or agent.
(3) No member or any other person shall have any legal
claim to any commission or other fees with respect to the sale or
purchase of any security when there is failure to comply under
these Rules.
STOCK TRANSFER
(1) Notwithstanding any provision to the contrary in the
Memorandum and Articles of Association of a listed company—
(a) listed securities may be transferred by means of
an instrument in the prescribed form, (to be
called the Stock Transfer Form) executed by the
transferor only and specifying the particulars of
the consideration, the description and number or
amount of the securities, the person by whom
the transfer is made, and the full name and
address of the transferee;
(b) where listed securities represented by a single
certificate are purchased by more than one person,
in addition to the Stock Transfer Form, instruments
in the prescribed form (to be called the Brokers
Transfer Form) shall be executed in respect of each
transferee identifying the transferor, the stock
transferred, and specifying the securities to which
each such instrument relates and the consideration
paid by each transferee for those securities.
(2) Where listed securities are purchased by more than one
person, the Stock Exchange is empowered to certify the Broker
Transfer Forms against the Stock Transfer Form.
Rule 113.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
214 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 114.
Rule 115.
Rule 116.
PUBLICATION OF PARTICULARS OF LISTED COMPANIES
(1) The Exchange shall publish the following information in
respect of each listed company in a manner that is readily
available to the public:
(a) the full name and description of the company, its
registered address and that of its registrar;
(b) the names and addresses of the directors of the
company;
(c) the date of the company’s incorporation or
formation together with a brief history of its
operations;
(d) the structure of the company’s authorised and
issued capital, together with its recent capital
history;
(e) the company’s dividend history and its latest
balance sheet in summary form;
(f) any special conditions relating to the transfer of
the company’s shares.
(2) The Exchange shall be entitled to demand and receive
from each company in respect of which it publishes the
information referred to in (1) above such fees as it may fix for
so doing.
SUSPENSION OF TRADING
(1) The Stock Exchange may in its discretion suspend any
trading in securities where it is of the opinion that it is fair and
reasonable to do so having regard to the smooth and fair running
of the operation of the stock market.
(2) When any action under 115(1) is deemed necessary by
the Exchange, the Commission should be immediately notified
and the reason for such action clearly stated.
BLOCK TRANSACTIONS
(1) A member that receives an order or orders for the
purchase or sale of a block of stock, which may not readily be
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 215
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Securities Industry Bye-laws [Subsidiary]
Rule 117.
Rule 118.
Rule 119.
[226/2001].
absorbed by the market, should explore in depth the market on
the Floor. Unless professional judgment dictates otherwise, this
should include checking with other members to ascertain; if any,
of the interest a member has in participating at an indicated price.
(2) Procedures governing block transactions shall be laid
down by the Exchange from time to time; unless the Commission
specifies otherwise.
DESIGNATION OF ACCOUNTS
No member shall carry an account on its books in the name
of a person other than that of the customer, except that an account
may be designated by a number or symbol, provided the member
has on file a written statement signed by the customer attesting
the ownership of such account.
DISCRETIONARY POWER IN CUSTOMERS’ ACCOUNTS
No member or employee of a member shall exercise any
discretionary powers in any customer’s account or accept orders
for an account from a person other than the customer without
first obtaining written authorisation of the customer.
RECORDS OF ORDERS
(1) Every member shall preserve for at least 5 years or such
other period as the Exchange or Commission may determine, a
record of—
(a) every order transmitted directly or indirectly by
such member to the Floor, which record shall
include the name and amount of the security, the
terms of the order, the time when it was so
transmitted and the time and date on which the
order was executed;
(b) every order received by a member, either orally
or in writing and carried by such member to the
Floor, which record shall include the name and
the amount of the security, the terms of the
order, the time when it was so received and the
time and date of execution;
(c) the time of the entry of every cancellation of an
order covered by (a) and (b) above.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
216 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
Rule 120.
[226/2001].
Rule 121.
[226/2001].
Rule 200.
General bargain
rules.
(2) Registrants registered under Part IV of the Act shall keep
records of—
(a) unexecuted orders and instructions under
bye-law 22 and confirmation under bye-law 23
for a period of at least two years; and
(b) executed orders and instructions under bye-law 22
for a period of at least five years.
SEPARATE SUPERVISION OF ACCOUNTS AND POOLING
Every Member Company shall ensure that—
(a) the account of each client is supervised separately
and distinctly from the account of other clients;
(b) except in the case of a mutual fund or pension
fund, an order placed on behalf of one client is
not pooled with that of another client.
FULLY PAID SECURITIES HELD IN SAFE KEEPING
Every Member who holds fully paid securities for a client under
a written safe keeping agreement shall—
(a) keep them separate and apart from all other
securities; and
(b) identify them in his stock record and
statement of accounts as being held in safe
keeping for a client.
DEALINGS AND SETTLEMENT
(1) Every bargain on the Stock Exchange whether for the
account of the member effecting it or for the account of a
principal must be fulfilled according to the Rules, Regulations
and Usages of the Stock Exchange.
(2) Bargains on the Stock Exchange shall be regarded as
inviolable and any bargain either between clients and members,
or between members, and the contracts leading to such bargains
may be annulled only by the Exchange who shall only entertain
applications for misrepresentation, or on prima facie evidence of
such material mistake in the bargain as in their judgment renders
the case one which is fitting for their adjudication.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 217
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 201.
Permitted
dealings.
Rule 202.
Permitted
bargains and
bargain
conditions.
(3) A member may not accept instructions or adopt any
procedure which would in any way or any purpose override his
duty to execute such a transaction to the best advantage of his
client according to his judgment at the time of dealing.
(4) No member company shall have the power to revoke a
completed purchase or sale bargain.
(5) A member company’s client shall adhere to the terms and
conditions of any order to buy or sell securities howsoever given.
(1) Dealings are generally permitted in the following securities:
(a) securities which the Stock Exchange has
admitted to the Official List, excluding those
with restricted listing, and which are not the
subject of Stock Exchange Notice suspending or
cancelling the listing or suspending dealings;
(b) securities which have been granted a primary
listing on an Overseas Stock Exchange.
(2) Bargains may be made with special permission of the
Stock Exchange in securities of public companies or corporate
bodies and of private companies not falling within the categories
stated in rule 201(1).
(3) In case of exceptional circumstances application for
permission to dispense with the forms provided by the Quotations
Department or the Market Floor may be made to the Stock Exchange.
(4) Prices of transactions effected under subrule (2) shall
be marked in a special section of the Official List, headed
Unlisted Securities.
(5) Except as provided in subrules (1), (2) and (3) dealings
are not permitted in any securities until the date from which
admission to listing becomes effective.
(1) All bargains shall be dealt for settlement on the fifth
business day following the market transaction unless they are
subject to a special bargain. Failure to effect settlement within the
stipulated period shall not invalidate the bargain.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
218 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
Rule 203.
Ex-condition
dealing.
(2) Bargains may be dealt subject to the following
conditions, which shall be declared in the bid or offer and marked
accordingly on the board and in the list, and in the market
contract note, that is:
(a) bargains may by agreement be dealt for cash
settlement in which case they shall be settled on
the business day following the market transaction;
(b) bargains shall be dealt ex-dividend, ex-rights,
ex-capitalisation, or ex any other distribution as
required by the Managing Director in
accordance with rule 203;
(c) notwithstanding the foregoing, bargains may, by
agreement, be dealt for settlement in advance of
the dates prescribed by this rule, provided that
such date is entered in the market sales contract;
(d) bargains for Delayed Delivery may be permitted
by the Market Official, subject to the settlement
date being not more than thirty days later than
that of a dealing and the condition D being stated
in the bid or offer and marked on the dealing
board, and entered into the market contract;
(e) Renounceable Allotment Letters shall be dealt
for settlement on the business day following the
market transaction.
(1) Securities included in the Official List shall be made
ex-dividend seven business days before the last day on which
transfers will be accepted for registration cum-dividend. If
the Stock Exchange does not receive information in time to
enable a security to be made ex-dividend on that date security
will be made ex-dividend the first dealing day after receipt of
such information.
(2) Registered debentures or bonds shall trade in accordance
with the Rules and Regulations of the Stock Exchange.
(3) On receipt of official information cancelling the declaration
of a dividend any notice posted making the security ex-dividend
under this rule shall automatically be cancelled and be deemed to
have been void and of no effect. In the event of such information
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 219
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rights,
capitalisation
and other
distributions.
Rule 204.
Definitions for
dealing
procedures.
Rule 205.
Trading
sessions.
[150/1988].
Rule 206.
Call over
procedures.
the Stock Exchange shall immediately publish a notice in the
Official List. Bargains made ex-dividend shall not be adjusted,
but any deduction from the purchase price of securities in respect
of a dividend that has been cancelled shall be refunded.
(4) When a company declares a final dividend, the underlying
stock will trade ex-dividend after approval is sought and obtained
from stockholders at the Company’s Annual General Meeting.
(5) All registered securities which are the subject of a rights
or capitalisation issue or other distributions other than dividends
shall be made ex business days before the last day on which
transfers will be accepted by the Registrar of the Company for
registration cum benefit, i.e., the books close date. In respect of
late information or cancellation of the benefit, action will be taken
in accordance with that provided for dividends in subrule (4) of
this rule.
(6) No dealing ex-dividend, ex-rights or ex any other
distribution shall be permitted other than in the period specified
under this rule by the Stock Exchange.
In these Rules—
“call” means an offer or bid order made by broker or authorised
dealer on the market in respect of selling or buying order;
“dealing” or “trading” means the purchase or sale of listed or
other permitted securities.
Bargains will be made during the dealing sessions on the
days and times as determined and published by the Board of the
Stock Exchange. In the event of any changes, one month’s notice
will be given by the Stock Exchange. The Exchange will not be
open for business on Carnival Monday or Tuesday or on any
Bank or designated Public Holiday. Dealing sessions shall
continue until all securities listed have been called and dealt as
members may require.
(1) At each dealing session the Market Official will call each
security in the sequence of the quotations board.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
220 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
Ch. 70:07.
(2) Spreads shall be 5 cents, but narrower or broader spreads
may be set by the Market.
(3) The verbal conventions of bid and offer shall be as follows:
(a) a bid shall be called as “name of member
company”, PRICE, BID FOR, number of shares;
(b) an offer shall be called as “name of member
company”, PRICE, OFFER, number of shares;
(c) any special bargain condition attached to the bid
or offer shall be clearly called after the price,
but any condition posted on the quotations
board for that dealing day shall be implied and
need not be called;
(d) in the event that a bid/offer is on behalf of a
foreign individual or corporation the word
“FOREIGN” shall be called before the word
“BID/OFFER” and it shall be the responsibility
of the broker to confirm that the bid/offer is
admissible under the Foreign Investment Act;
(e) in the event that a bid or offer is on behalf of a
broker’s market nominee the words “OWN
ACCOUNT” shall be called after the bid or
offer and client priority shall apply.
(4) All bids and offers called during the dealing session in a
security shall be entered by the Prices Clerk on the dealing board,
together with the identity of the member company and indication
of any special condition attached to the bargain.
(5) The price of an offer may be lowered and the price of a
bid may be raised, but all bids and offers must remain unrevised
on the dealing board for sufficient time to permit a responding
offer or bid. Brokers revising a bid must indicate accordingly to
the Market Official. Bids and offers may only be raised in their
original size. Any bid or offer made shall remain marked on the
dealing board in original or revised form until dealing in the
security ceases.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 221
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 207.
Matching in
sequential calls.
(6) A member shall declare the size of his bid or offer, but his
initial bid or offer need not comprise the full size in which he
wishes to deal during the session, and after his initial bid or offer,
he may call further bids and offers.
(7) If, within five seconds of the first call of a security, no
member has indicated his intention to deal, there shall be deemed
to be no trading in the security, and the Market Official shall call
the next security.
(8) Within five minutes after the close of normal trading
session, the Market Official shall recommence trading in those
securities which have been requested by the market.
(1) The general sequence of priorities in matching shall be—
(a) price;
(b) time;
(c) small size in the case of client calls for 500
shares or less which are within a simultaneous
call apportioned under rule 208(4).
(2) The Prices Clerk shall mark bids and offers on the
dealing board at the prices and in the time sequence in which they
are called. If in the view of the Market Official the time sequence
is clearly determinable, bargains shall be struck immediately a
matching offer or bid in whole or in part is called.
(3) If more than two calls are involved in a match—
(a) the bids of highest price shall be matched
against the offers of lowest price;
(b) in the event that, within a match, offers or bids of
equal price cannot be completely satisfied, such
competing offers or bids shall be satisfied in the
time sequence in which they were called, except
that any client call at a price shall take priority
over a call for a broker’s own account. Any
unsatisfied residual of a call left unmatched will
retain the same priority of the original call.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
222 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
Rule 208.
Simultaneous
calls.
Rule 209.
Close of
dealing.
(4) The Market Official shall after each match declare the
bargain(s) naming the selling and buying brokers, the price and
any exceptional bargain condition, and this information shall be
recorded by the Market Record Clerk.
(1) If the Market Official considers that the time sequence of
calls is not clear he shall declare a “SIMULTANEOUS CALL”
of two or more brokers and in this case there shall be no further
calls until the bids and offers arising from the simultaneous calls
are marked upon the board.
(2) The brokers declared by the Market Official to have
called simultaneously shall each submit their call, only one call
by each broker being permitted, on the prescribed dealing slip on
which shall be written the abbreviated title of the member
company, the security, the price, whether offered or bid and the
quantity of securities bid for or offered, together with any bargain
condition. Incomplete dealing slips may at the discretion of the
Market Official be rejected.
(3) A simultaneous call shall be identified on the board by
the bracketing of its component calls and conjoint time priority
shall be assigned to each of the calls comprising it, in accordance
with rule 207.
(4) In the event that a simultaneous call, in course of the
normal matching priorities of rule 207 can only be partially
satisfied, within that call first priority shall be given to the full
satisfaction of client calls for 500 shares or less, if possible. Any
residual shall be apportioned between the renaming calls pro rata
to size of those calls.
(1) Matches secured shall be recorded by the Floor Clerk and
the relevant offers and bids erased from or adjusted on the dealing
board. The Market Official shall close dealing in a security after
any lapse of ten seconds without further bid or offer.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 223
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 210.
Bargains put-
through the
market.
[136/1994].
(2) After close of dealing in a security the Market Official
shall set the closing quotation using the following guidelines:
(a) No Bid or Offer Outstanding without Trading
The closing quotation would remain as that of
the previous trading session;
(b) No Bid or Offer Outstanding with Trading
The closing quotation would be set at the price
of the last transaction provided that such a
bargain was struck between two different
brokers on the floor of the Exchange;
(c) Bid and/or Offer Outstanding without Trading
The closing quotation would remain as that of
the previous session, unless there is either an
outstanding offer at the price lower than, or an
outstanding bid at a price higher than the
previous closing quotation; in which case, the
closing quotation would be set at the price of
that bid or offer;
(d) Bid and/or Offer Outstanding with Trading
The closing quotation would be set at the price
of the last transaction, unless there is either an
outstanding offer at a price lower than or an
outstanding bid at a price higher than that of
the last transaction, in which case the closing
quotation would be set at the price of that bid
or offer.
(1) When a broker receives an order to buy and at the same
time receives an order to sell (or vice versa) the same security,
and these orders originate either from one client or from clients
who are associated with each other these orders may be
construed to be matching orders and may be put-through the
market, i.e., the broker may execute the buy/sell orders
simultaneously on the Trading Floor, with the consent of the
Stock Exchange, and the market shall not have the right to take
any portion of the brokers’s business.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
224 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
(2) For the purpose of this Rule “clients who are associated
with each other” applies to—
(a) members of the immediate family of any person,
i.e., the spouse, parent, grandparent, brother,
sister, children, including stepchildren and the
spouses of those persons;
(b) subsidiaries of the same holding company;
(c) parties involved in share transactions where
there is no change in beneficial ownership.
(3) (i) When a broker receives an order that does not satisfy
the associated client conditions as defined in subrule (2) of this
rule and in his judgment the order be deemed a special case, the
broker will make an application to the Board of Directors of the
Stock Exchange for its consideration. If he obtains the agreement
of the Board that the order is deemed a special case, the broker
may then arrange to have the transaction put-through the market.
(ii) When the Board receives a request from a broker on
behalf of the Government to effectuate a transaction for the
purposes of divestment or restructuring, the Board will allow the
transaction to be put-through the market.
(4) The following procedures shall apply to brokers when
making an application for a put-through:
(a) all put-through orders must be submitted to the
Stock Exchange (addressed to the General
Manager) for study and deliberation, not later
than 12:00 noon on any regular business day;
(b) all put-through orders submitted to the Stock
Exchange must be initialled and placed by a
registered Stockbroker or an authorised dealer
of the company and no one else;
(c) all put-through orders submitted to the Stock
Exchange must be typewritten and duly signed
by the registered stockbroker or authorised
dealer of the member company. Moreover; each
order must bear the official stamp of the
member company;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 225
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 211.
Market floor
discipline.
Rule 212.
Dealing and
account periods.
[150/1988].
(d) the General Manager shall make representation
to the Board on the member company’s behalf
giving full details of the put-through request.
(5) The General Manager shall give all the member
companies at least twenty-four hours prior notice of the put-
through on the market.
(6) The business shall be put-through the market, and the bid
and offer shall be marked accordingly on the dealing board,
subject to any conditions that may be laid down by the Board.
(7) The put-through transaction and the transactions
associated with it will be marked, as such on the market contract
note, and recorded accordingly on the quotations board and in the
Official List.
(1) No persons other than members, authorised dealers, and
Stock Exchange officials shall be permitted entry to the trading floor
of the Stock Exchange during trading sessions, provided that trainee
authorised dealers may be permitted access for appropriate limited
period subject to application by the member company to the Stock
Exchange, and the Stock Exchange’s approval of such application.
(2) Smoking and the taking of refreshment shall be
prohibited on the trading floor of the Stock Exchange.
(1) The dealing period shall be defined as the number of
sequential business days in respect of which all bargains in such
types of security as the Board shall specify, shall, in the absence
of special bargain conditions related to settlement date, be
settled, simultaneously on a defined day.
(2) The dealing period shall be one day.
(3) The settlement period shall be defined as the period from
the first business day after the end of the dealing period until the
account day for the normal settlement of bargains transacted in
that dealing period.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
226 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 213.
Good delivery.
Rule 214.
Validity of
transfers.
(4) The settlement period shall be five business days. In the
event of either the dealing or settlement period being altered, the
Exchange shall give to member companies three months’ notice
of their intention.
(5) Bargains in all securities shall be dealt for settlement on
the account day following the end of the dealing period in which
the bargain was dealt, provided that bargains may be dealt under
the special conditions permitted by rule 201.
(6) The Exchange may, should exceptional circumstances so
require, postpone an account day, either in respect of all bargains
made in a specified dealing period, or in respect of bargains in a
specified security or securities.
(1) Valid certificates and transfers, or an officially certified
transfer, duly executed by the transferor, together with such other
documents as may be lawfully required by the Registrar of the
Company concerned to enable lawful registration of the transfer
of the shares concerned to be effected, notwithstanding that the
transferee’s name may not be acceptable to the Registrar, shall
constitute good delivery between member companies.
(2) Delivery of securities shall represent the exact quantity
sold but part deliveries may, at the option of the seller, be made
provided that such deliveries are in marketable quantity.
(3) The seller of securities is responsible for the genuineness
and regularity of all documents delivered.
(1) Without affecting the generality of rule 213 above a
transfer shall be considered to support good delivery if it is
signed by the transferor, and there is entered upon it—
(a) the name of the company;
(b) the quantity, class and denomination of the
securities;
(c) the selling broker’s identification (stamp);
(d) a statutory declaration of no revocation if the
transfer is signed under power of attorney in the
event that rule 215 applies.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 227
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 215.
Power of
attorney.
Rule 216.
Securities under
disability.
(2) A Stock Transfer Form shall not be considered to be
good delivery when—
(a) one of the entries required by subrule (1) above
is not made;
(b) the transferor’s name or signature has been
cancelled;
(c) an amended consideration is shown and such
amendment has not been initialled by the
transferor;
(d) erasures of material information have been made;
(e) the transfer form has been altered in some
material manner;
(f) the transfer has not been executed in accordance
with the requirements as regards to nationality
of transferee.
(3) The evidence of the national status of any person who
wishes to be registered a holder of shares or debentures may be
provided by a declaration under the hand of a supporting
declaration under the hand of such transferee.
(1) Any transfer of securities exercised under a power of
attorney or administrator of an estate shall bear an endorsement
to the effect that the power of attorney, probate, or letters of
administration have been exhibited to the company, Government,
or other authority to whose securities the transfer relates.
(2) Any transfer of securities executed under a power of
attorney shall be accompanied by a statutory declaration of the
non-revocation of such power of attorney at the time of signing
of the transfer, or shall bear an endorsement by the company,
Government or other authority to whose securities the transfer
relates, that the declaration or statement has been lodged with
such company, Government or other authority.
In cases where any security is, by or pursuant to the law of
any country, placed under a disability not applicable to all other
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
228 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 217.
Certification of
Transfer Forms.
securities of the same issue, the buyer may submit the case to
the Exchange which may, if in its opinion circumstances
warrant such action, require the security in question to be
returned and substituted.
(1) In the case of the sale of a certificate as provided for in
rule 113(1)(b) the selling broker may lodge the certificate, the
Stock Transfer Forms and the Broker Transfer Forms with the
Stock Exchange for certification. The duty of the Stock
Exchange shall be—
(a) to scrutinise the documents to verify good
delivery; to certify to that effect on the Broker
Transfer Forms;
(b) to make the certified Broker Transfer Forms
available to the selling member company;
(c) to despatch the certificate and the Stock
Transfer Form and where applicable Broker
Transfer Forms to the Registrar.
(2) The Board shall not be in any way liable for anything
done in the proper performance of this duty or for any loss
occasioned by the certification by the Stock Exchange of any
transfer under these or any other circumstances.
(3) The buying broker may refuse to pay for a transfer
unaccompanied by the certificate unless it be officially certified
thereon that the certificate is at the office of the Stock Exchange.
(4) The use of Broker Transfer Forms shall be limited solely
to the Market, and they shall be passed only between the selling
and buying brokers and the Stock Exchange prior to their ultimate
lodgement with the Registrar. Any broker permitting a Broker
Transfer Form to pass into the hands of a client or any third party
other than the Stock Exchange will be subject to disciplinary
action, which may include withdrawal of the certification service
from this company.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 229
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 218.
Dispute as
to title.
Rule 219.
Buying-in.
When an official certificate of registration has been issued the
Stock Exchange will not, unless bad faith is alleged against the
seller, take cognisance of any subsequent dispute as to title until
the legal issue has been decided.
BUYING-IN AND SELLING-OUT
(1) Where a member company having sold securities
(hereafter in this rule referred to as the “seller”) fails to deliver
such securities to the member company which has purchased the
securities (hereafter in this rule referred to as “buyer”) the buyer
shall issue before midday on any business day to the seller a
demand note requiring that the securities should be delivered by
12.30 p.m. on the fifth business day following receipt of the note
provided that if the member company issuing the demand note is
doing so in consequence of having itself received a demand note
for the same securities, it may issue and deliver its own demand
note not later than 12.00 noon on the following business day, and
shall itself not be liable to deliver such securities to the original
issuer until 12.30 p.m., on the sixth business day following
receipt of the original demand note. No demand note may be
delivered after 12.00 noon, on any business day, and no demand
note shall be delivered on non-business days.
(2) The seller receiving a demand note shall issue an
acknowledgment of receipt thereof, specifying the time and date
of receipt.
(3) Failing delivery by the seller by the time specified in the
demand note, the buyer shall, before 4.00 p.m. on the specified
date, or on any subsequent business day, give a buying-in notice
to the Stock Exchange to buy the securities at the seller’s risk. At
the same time the buyer shall deliver to the seller at his place of
business a copy of such buying-in notice and shall obtain a
receipt thereof.
(4) Notice to buy-in shall be in the form prescribed by the
Stock Exchange from time to time.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
230 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
(5) Any notice to buy-in may be withdrawn by the buyer in
writing to the Stock Exchange, provided that such withdrawal shall
be before the buying-in order has been completed, and that no
bargains transacted in course of the buying-in shall be reversed.
(6) Before each dealing session the Stock Exchange shall
post on the board a list of instructions received to buy-in, naming
the stock, the number to be bought, the buyer, the seller at risk,
and the price at which it is proposed to bid for immediate delivery.
(7) The price bid shall be two spreads above the highest
buying price at the close of business of the previous trading day
or the highest unmatched bid, whichever is the higher.
(8) Buying-in shall take place before normal trading in the
security, sellers may offer for immediate delivery either whole or
part provided where part only is being offered such securities
shall be in marketable lots. The first offer at the price bidded shall
be received.
(9) If the securities are not obtained on the first day, the price
bid shall be raised on the second and each succeeding trading day
by two spreads notwithstanding the open Market may have shown
no appreciation. Where, however, the open Market is a firming one
this subparagraph shall be construed as meaning that the price bid
is always at least two spreads above the higher of the last recorded
sales price or bid price at the opening of trading each day, until the
securities are bought or delivered to the Stock Exchange, or the
notice to buy-in has been withdrawn according to this procedure.
(10) The Stock Exchange may suspend the daily increase in
the offer price should it be deemed advisable or revise the offer so
that the price offered shall not be more than 15 per cent above—
(a) the last recorded sale; or
(b) the bid price of the previous day whichever is
the greater.
(11) The member company selling under the buying-in, unless
it is the buyer, shall deliver the securities to the Stock Exchange
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 231
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Selling-out.
before 12.00 noon on the following business day, and the seller
for whom they were bought shall pay for them on delivery.
(12) An agreement may be made not to buy-in at the time of
dealing at the request of a broker making a market in the security for
which a bargain was made if and to the extent that he anticipates
difficulty in obtaining the stock which is the subject of the bargain. The
broker must at all times be prepared to justify his actions to the Stock
Exchange if called upon to do so. The market contract note for such
bargains shall be inscribed N.B.I. (No Buying-in). The client contract
note must state that the bargain has been done for No Buying-in.
(13) Where a buyer fails to accept and pay for securities when
delivered, the member company selling may before 4.00 p.m. on
the due date, or any subsequent business day, give a selling-out
notice in writing to the Stock Exchange to sell the securities at
the buyer’s risk. At the same time the seller shall send to the
buyer at his place of business a copy of such selling-out notice
and shall obtain a receipt thereof.
(14) Any notice to sell-out may be withdrawn by the seller in
writing to the Stock Exchange, provided that such withdrawal shall
be before the selling-out order has been completed, and that no
bargains transacted in course of such selling-out shall be reversed.
(15) Before each dealing session the Stock Exchange shall post on
the board a list of instructions received to sell-out, naming the stock,
the buyer at risk, and the price at Exchange shall be two spreads below
the selling price or lowest unmatched selling offer at the close of
business of the previous trading day, which ever is the lower.
(16) Selling-out shall take place before normal trading in the
security and buyers may bid either in whole or in part, provided
where part only is being bid for, such securities shall be in
marketable lots. The first bid at the price offered shall be received.
(17) If the securities are not sold on the first day, the offer
price shall be lowered on the second and each succeeding trading
day by two spreads notwithstanding the open Market may have
shown no weakness. Where however the open Market is a falling
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LAWS OF TRINIDAD AND TOBAGO
Settlement of
difference.
one, this subparagraph shall be construed as meaning that the
offered price is at least two spreads below the lower of the last
recorded sale price or selling offer at the opening of trading each
day until the securities are sold, or are accepted and paid for by
the buyer, or the notice to sell-out has been withdrawn according
to this procedure.
(18) The Stock Exchange may suspend the daily decrease in
the offer should it be deemed advisable, or revise the offer so that
the offer price shall not be more than 15 per cent below—
(a) the last recorded sale;
(b) the offered market price of the previous day
whichever is the lower.
(19) The member company for whom the securities are sold-
out shall deliver the securities to the Stock Exchange before
12.00 noon on the following business day, and the buyer shall
pay for them on delivery.
(20) Any difference arising from buying-in or selling-out
under this procedure shall be settled between the member
companies involved by the Stock Exchange, which shall charge
such difference to the member company at risk, plus commission
at the full rate applicable. Such commissions shall be credited to
the funds of the Stock Exchange.
(21) All resulting differences shall be settled by the member
companies involved at the normal time for settlement on the
business day following the transactions related to the buying-in
or selling-out under this rule.
(22) Nothing in this rule relieves a member company from its
obligation to the member company issuing a buying-in or
selling-out notice against it.
(23) The Stock Exchange may at its absolute discretion
suspend either indefinitely or for such time as it thinks fit the
buying-in or selling-out of any securities.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 233
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 220.
Stock Exchange
Official List.
Rule 221.
Marking of
bargains.
(1) The Official List shall contain a record in such form as
the Stock Exchange shall determine of the bargains in each
security transacted by members, and of the nominal market
quotations agreed in the most recent dealing session, together
with such other market intelligence as the Stock Exchange deems
fit. The Stock Exchange may make such provision for the
recording of bargains in inactive listed securities without
prejudice to the validity of the listing of such securities.
(2) No list or record of market prices or dealings shall be
published unless such prices or dealings are those published in
the Stock Exchange Official List and unless the source of the
information is stated as such, and the date of the original
publication of the prices is stated.
(1) Bargains shall be deemed to be marked when the copy of
the market contract note is placed in the box in the Market in
accordance with rule 309.
(2) The Stock Exchange will subsequently publish in the
Official List the price shown on the contract note provided that
only one mark in any security will be entered in the Official List
at any one price.
(3) Dealings in any security in which permission to deal has
been given under rule 201 shall be recorded in a special section
of the Official List which shall clearly indicate that such
securities have not been admitted to listing.
(4) Where a bargain has been done under a special condition
as permitted in rule 202. The Stock Exchange may, if it seems
desirable to do so, indicate the condition by a special symbol in
the Official List. Member companies’ bargains for their own
position shall always be identified on the Official List, and the
price will carry the suffix “(B)”.
(5) Any complaints as to the prices in the Official List shall
be lodged with the Stock Exchange, the nominal quotations shall
be agreed by the Market at the end of trading in each security.
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UPDATED TO DECEMBER 31ST 2014
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234 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 222.
Foreign
shareholding
quotations.
Rule 300.
Transaction
records.
(1) The Exchange shall set up rules to receive once every
quarter from each listed company of the proportion of shares of
each class held by foreigners.
(2) The foreign proportion referred to in (1) above shall be
marked on the board of the Stock Exchange, and shall be adjusted
according to transactions effected on behalf of foreigners.
OPERATIONS OF MEMBER COMPANIES
(1) Each member company shall maintain records expressed
in Trinidad and Tobago dollars, foreign currencies to be stated in
Trinidad and Tobago dollars at the exchange rate at the date of
the transactions undertaken by the member company, of all
transactions including particulars of—
(a) all monies paid or received by the member
company;
(b) all purchases and sales of securities by the
member company and the charges and credits
arising therefrom including an analysis of all
payments and claims made and received in
relation to dividends and rights in respect of
such transactions;
(c) all transactions by the member company with or
for the account of—
(i) each client excluding directors of the
member company;
(ii) each director of the member company;
(iii) each member company of the Stock
Exchange (including bargains to be
settled through the Settlement Office);
(iv) each employee or agent;
(v) each member company of any overseas
Stock Exchange;
(d) all income and all expenses;
(e) all assets and liabilities including contingent
liabilities;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 235
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(f) all securities which are the property of the
member company, showing by whom they are
held and whether, if held otherwise than by the
member company itself, they are so held as
collateral against loans or advances;
(g) all securities which are not the property of the
member company but for which the member
company or any subsidiary company established
under the rules and procedures of the Stock
Exchange and controlled by it is accountable,
showing by whom and for whom they are held
and distinguishing between:
(i) those which are held for safe custody
which must either—
A. be registered in the name of the client
or other beneficial owner;
B. be registered in the name of the
member company’s subsidiary
company;
C. be deposited in a specially designated
safe custody account with any branch
of an authorised bank, in such a way
that the bank has no lien over or right of
retention or sale of any of the securities;
(ii) those which are deposited with or
otherwise pledged or charged to any third
party as collateral available against loans
or advances (present or prospective) to the
member company or any company owned
or controlled by the member company in
which case such deposit pledged or
charged must be authorised by the client
or other beneficial owner concerned. Such
authority must be in writing and must
specify the period to which it relates;
(h) all purchases and sales of foreign currencies;
(i) a register of each account of directors’ spouses,
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236 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Accounts to be
prepared.
infant children and dealing companies under the
control or beneficial ownership of the directors
and their spouses. The member company shall
submit with the copy of the documents required
under subrule (16)(a)(i) a letter signed by the
Chairman and Secretary stating that the register is
up to date, and as far as they are aware complete.
Except that, for the purpose of this paragraph,
records shall not be deemed to be maintained in
sufficient detail if there are no maintained up to
date records to enable the directors—
(i) to verify at any time that they are in
compliance with the requirements of
subrule (12) and to draw up, within a
reasonable time, accounts which comply
with subrule (2);
(ii) to analyse at any time the member
company’s assets, liabilities, income and
expenditure to comply with subrules (7),
(8), (9) and (10).
(2) Every member company shall cause to be prepared, accounts,
subject to the requirement of subrule (4) which shall include—
(a) a balance sheet showing in accordance with
provisions of this rule assets and liabilities of the
member company and the directors’ financial
interest therein. The assets and liabilities shall be
brought to account in the said balance sheet at
amounts and shall be classified and described
therein in such manner that the balance sheet
gives a true and fair view of the affairs of the
member company at the balance sheet date;
(b) a profit and loss account complying with the
provisions of this rule and so framed as to give a
true and fair view of the profit or loss of the
member company for the period from the date on
which the member company began to trade or as
the case may be from the date of the previous
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 237
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Balance sheet
date.
balance sheet to the date at which the balance
sheet is drawn up under subrule (2)(a);
(c) a capital computation in the form prescribed in
Appendix VI.
(3) The disclosure of details required by subrules (4) to (10)
may be made in note to the accounts that such accounts—
(a) shall be signed by two directors on the face or
reverse of the balance sheet as approved by the
Board of Directors and shall be deemed to comply
with this rule notwithstanding the transactions in
securities since the close of dealing of the last
settlement account are not included therein; and
(b) shall show by way of note—
(i) the general nature of contingent liabilities
and where practicable the aggregate
amount, or estimated amount of any
capital commitments;
(ii) the accounting policies followed for
dealing with items which are judged
material or critical in determining the
profit or loss for the period and in stating
the member company’s financial position;
(iii) full particulars of any transactions which
have been closed at the end of settlement
account prior to the date of the balance
sheet and opened immediately following
settlement account.
(4) Each such balance sheet shall be prepared not more than
three (3) months after the end of the financial year of the particular
broking company or, as the case may be, the date on which the
member company began to trade, whichever is the earlier.
(5) A member company desirous of changing its balance sheet
date should notify the Stock Exchange of its intention to do so not
later than ten (10) days following the passage of the relevant
UNOFFICIAL VERSION
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238 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Approved assets.
company’s Board decision. Any such change of date shall not be
permissible within a period of less than three (3) months prior to
the then existing balance sheet date.
(6) Every new member company shall within one (1) month
of the commencement of business notify the Stock Exchange of
this practice regarding the date at which its balance sheet will be
prepared in each year.
(7) Member companies shall disclose in their balance sheets
the following which shall not be regarded as approved assets or
ranking liabilities as defined in subrules (8) and (9) respectively:
(a) the paid up capital of the member company;
(b) capital and revenue reserves;
(c) subordinated loans by each director;
(d) total credit and total debit due to or from
directors in respect of transactions in securities;
(e) credit or debit balances on other accounts of
each director;
(f) amounts due to the member company, which
relate to transactions in securities for the
account of directors;
(g) the aggregate amount of assets consisting of
shares or interests in and amounts owing by
subsidiary companies or organisations
established under Stock Exchange Rules and
Procedures by the member company or any of
its directors distinguishing shares and interest
from indebtedness;
(h) amounts appropriately categorised of any other
assets not qualifying under subrule (8);
(i) such liabilities as have been agreed with the
Stock Exchange.
(8) Without prejudice to the general requirements of subrule (2),
each balance sheet and/or statement of financial condition shall
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 239
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
show under separate headings the following classes of assets,
which shall be approved assets:
(a) money receivable in the ordinary course of
Stock Exchange business excluding all amounts
in respect of directors transactions, and
consisting only of amounts due from—
(i) clients and/or employees who have not in
any way entered null and void their original
contract with the broker which had at the
balance sheet date been outstanding for not
more than ninety (90) days, or settle against
delivery of stock to the extent that such
stock has not been delivered;
(ii) employees who are due to settle on
account day which had at the balance
sheet date been outstanding for not more
than ninety (90) days or settle against
delivery of stock to the extent that such
stock has not been delivered;
(iii) member companies, distinguishing
between—
A. balances which had at the balance
sheet date been outstanding for
ninety (90) days or less;
B. balances in respect of open stock
positions which had at the balance
sheet date been outstanding for more
than ninety (90) days; and
C. other balances which had at the
balance sheet date been outstanding
for more than ninety (90) days;
(iv) the Stock Exchange Settlement Office;
(v) member firms of overseas Stock
Exchanges;
(vi) foreign exchange dealers;
(b) Certificates of Deposit issued by recognised
banks which are redeemable within one year of
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240 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
the balance sheet date, Trinidad and Tobago
Saving Bonds, Certificates of Tax Deposit,
National Development Bonds and Treasury Bills;
(c) money on deposit with a Local Authority, or a
Non-bank Financial Institution recognised by
the Central Bank or Building Society which is
encashable within one year of the balance
sheet date;
(d) balances on current or deposit account which are
encashable within one year of the balance sheet
date with branches of those banks specified
authorised banks for Exchange Control purposes
by the Central Bank of Trinidad and Tobago;
balances in foreign currencies must be shown
separately from Trinidad and Tobago balances
and shall distinguish—
(i) balances which are freely remittable to
Trinidad and Tobago through a
recognised banking system;
(ii) balances which may only be used in
settlement of security transactions in the
country in which the balances are held;
(e) Trinidad and Tobago government securities and
corporation stocks which may be listed in the
Stock Exchange Official List. The aggregate
market value of such securities must be stated;
(f) securities listed on the Stock Exchange other
than those referred to in (e) above, excluding
any in which dealings have been suspended for
more than three (3) weeks. The aggregate
market value of such securities must be stated;
(g) only 90 per cent of the aggregate market value
of the securities included under the preceding
paragraph (f) should be permitted for inclusion
within the approved assets;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 241
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Ranking
liabilities.
(h) such other assets of the member company as
may be agreed with the Board of the Stock
Exchange, such agreement not to be
unreasonably withheld.
(9) Without prejudice to the general requirements of subrule (2)
each balance sheet and/or statement of financial condition shall
show under separate headings the following liabilities, which shall
be ranking liabilities, which shall be used in determining the
minimum net capital requirement of the member company in their
Liquidity Return:
(a) amounts due to—
(i) clients;
(ii) employees;
(iii) member companies;
(iv) the Stock Exchange Settlement Office;
(v) member companies of overseas Stock
Exchanges;
(vi) banks specifying the nature and market
value of any security given and the fact,
where applicable, that the security given
is not the property of the member
company, together with particulars by
way of note, of any charge guarantee or
indemnity given;
(vii) foreign exchange dealers;
(b) any other liabilities which are secured, either by
the deposit of securities or otherwise, specifying
the nature and market value of the security at
the date of the balance sheet and the fact where
applicable that the security given is not the
property of the member company, together with
particulars by way of note, of any charge
guarantee or indemnity given;
(c) aggregate amount due to any subsidiary
company established under the rules of the
Stock Exchange;
(d) the total amount of the companies tax (or a fair
estimate thereof) payable or expected to be
payable on the whole of the profits up to the
balance sheet date;
UNOFFICIAL VERSION
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242 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Profit and loss
account.
(e) the amount, if any, by which the sum at which
securities ranking as approved assets under
subrule (8) are brought into account exceeds
their aggregate market value;
(f) the amount of any loss which the member company
could incur at the balance sheet date in respect of
transactions to be settled in overseas currencies,
where the member company has not covered the
relevant amount by a forward purchase or sale of
currency, and the amount of any loss were there to
be substituted for the rates of exchange employed in
the accounts the rate ruling in Trinidad and Tobago
at the date of the balance sheet;
(g) the amount of any accumulated losses, so far as they
concern the member company or any of its directors,
of any subsidiary company or organisation
established under the Rules of the Stock Exchange
which are not covered by the investment in the
organisation or company respectively;
(h) the amount of any foreseeable losses from bad
or doubtful debts or from any other causes;
(i) all other liabilities of the company apart from
those specified in subrule (9) separately
designated where material.
(10) Without prejudice to the general requirement of
subrule (2)(b), the profit and loss account shall show under
separate headings—
(a) gross commission earned;
(b) commissions share and paid away;
(c) interest receivable;
(d) interest payable on:
(i) bank loans and balances;
(ii) all other loans;
(e) the charge in respect of bad or doubtful debts;
(f) other provisions;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 243
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Liquidity return.
(g) audit fees (including expenses);
(h) other material items of income and expenditure
in reasonable detail;
(i) the net profit before tax.
(11) If any times of the nature described in subrule 10(e) and
(f) above have been dealt with other than through the profit and
loss account, the particulars and amount involved shall be stated
by way of note.
(12) (a) Definitions—For the purpose of this subrule:
“net worth” means total stockholder’s equity increased by
liabilities subordinated to claims of general creditors
(subordinated loans);
“net capital” means the net worth of a member company reduced
by all non-approved assets and other charges;
“excess net capital” means net capital reduced by the
minimum capital required to be maintained as determined
by subrule (12)(b).
“non-approved assets” means those assets which cannot be
readily converted into cash, and or because of their nature
are not approved assets as defined in subrule (8);
“ranking liabilities” have the same meaning as defined in
subrule (9).
(b) No member company shall permit—
(i) its ranking liabilities to all other persons to
exceed 1,000 per cent of its net capital
except as otherwise limited by the provisions
of subparagraph (ii) of this paragraph;
(ii) its ranking liabilities to all other persons to
exceed 400 per cent of its net capital for
twelve (12) months after commencing
business as a member company, except as
otherwise provided for in subparagraph (i)
of this paragraph;
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UPDATED TO DECEMBER 31ST 2014
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244 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 300
(12)(b)(iii).
Audit of
accounts.
Qualifications.
(iii) Its minimum capital requirement to be—
A. $50,000 for each registered
stockbroker of the $25,000 for each
authorised dealer in the member
company; or
B. an amount which is equivalent to 10
per cent of its ranking liabilities,
whichever is greater.
(c) The minimum capital requirement required in
accordance with subrule (12)(b)(iii) above shall be maintained not
only in the member company itself but also after consolidation of
all subsidiary companies and organisations established under the
Rules of the Stock Exchange for whose debts and obligations the
member company or any of its directors is liable.
(13) (a) The accounts of the company which have been
prepared in accordance with subrule (2) shall be examined by an
auditor to whom shall be made available all the books and
records of the company and all such explanations and other
information as he may require for the purpose of carrying out
under this procedure such examinations as will enable him to
meet the requirements of subrule (15).
(b) Each member company shall on at least one date to
be determined by the member company in consultation with its
accounts and which may coincide with the balance sheet date,
circulate to those member companies and those of its clients as
the auditor may select, a request, returnable direct to the auditor,
for positive confirmation of all balances outstanding with each
such member company and client at that date.
(14) (a) For the purpose of this procedure “auditor” means a
person/firm who is—
(i) in public practice;
(ii) independent of the member company; and
(iii) a member in good standing of the
Institute of Chartered Accountants of
Trinidad and Tobago.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 245
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Auditor’s report.
Ch. 81:01.
(b) If the auditor of a member company fails to adhere
to generally accepted accounting principles and practices,
financial statement disclosure, auditing scope or procedure, or
comply with applicable Rules and Regulations of the Exchange,
the Stock Exchange may request the member company to replace
its auditors. Should the member company refuse or fail to comply
with the request, the Exchange may prohibit the member
company from continuing to do business.
(15) (a) The auditor shall provide the member company with
one signed copy of the auditor’s report addressed to the Stock
Exchange. The said report shall be in conformity with such
Rules, Regulations and Procedures of the Stock Exchange as may
be in effect from time to time.
(b) The auditor shall also provide the member company
with a signed copy of a report addressed to the Stock Exchange
stating whether, in his opinion, from the information contained in
the member company’s books and accounts, and subject to such
reservations as he considers appropriate, at the date of the
balance sheet, was in compliance with the Rules of the Exchange.
(16) (a) The member company shall submit to the exchange
accountant selected under subrule (17) with a copy to the Stock
Exchange within four months after the balance sheet date—
(i) one copy of its accounts prepared under
subrule (2) together with a copy of the
auditor’s report as specified in subrule (15);
(ii) one copy of the accounts and reports of
any subsidiary companies formed under
the Rules of the Stock Exchange.
(b) The member company shall in addition submit to
the exchange accountant and to the Stock Exchange as soon as
it is available, one copy of the accounts sent to its shareholders
in accordance with the Companies Act for the time being in
force and the standing Rules, Regulations and Procedures of the
Stock Exchange.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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[Subsidiary] Trinidad and Tobago Stock Exchange Rules
246 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
The exchange
accountants. (17) (a) The Stock Exchange shall from time to time appointtwo or more firms of professional accountants as exchange
accountants and—
(i) every member company shall submit its
accounts to the exchange accountant
which the Stock Exchange may select;
(ii) the exchange accountant shall be deemed
to be authorised by the member company
to obtain direct from the member
company’s auditor reporting on the
accounts any information or explanation
which he may consider necessary for the
purpose of carrying out his duties under
paragraph (b) below;
(iii) the exchange accountant selected shall not
be either the member company’s auditor
or the member company’s tax adviser.
(b) In any case where the information obtained under
subrule (17)(a) above or any other matter arising out of his
enquiries leads the exchange accountant to consider that further
information should be obtained by the Stock Exchange regarding
the member company’s state of affairs, he shall report accordingly
to the Stock Exchange. All such reports shall be deemed to have
been authorised by the member company concerned.
(c) All accounts and other information obtained by the
exchange accountant under this subrule shall be retained by the
exchange accountant and shall be regarded as confidential to him
to any body or person except as the exchange accountant may
consider necessary for the purpose of any report he may make
under subrule (17)(b) above.
(18) (a) Members and authorised dealers shall attend the Stock
Exchange when required and shall give such information as may be
in their possession relative to any matter under investigation
including such accounts and information as to their member
company’s finances as the Stock Exchange may consider necessary.
In addition, the Stock Exchange may require the periodic
submission of information relating to the minimum capital required
to be maintained under the provisions of subrule (12).
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 247
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Rule 301.
Liquidity
Return.
(b) If, as a result of information obtained under
subrule (18)(a), or should a member company fail to comply
with the rule as outlined in rule 301, the Stock Exchange if it
so deems necessary, may suspend the member company, or any of
the directors or employees thereof, from trading on the Stock
Exchange in any manner whatsoever, and/or impose any other
fitting sanction as it considers warranted under the circumstances.
(c) In the event of a member company being required to
provide special information to the Stock Exchange as a result of
its failure to maintain proper books and if it so deems necessary,
may appoint an accountant under subrule (17) to assist the
member company in resolving the matter and the member
company may be required to reimburse the Exchange all or part
of the costs which it may have incurred under the circumstances.
(1) Unless the Stock Exchange shall otherwise permit, all
member companies shall prepare a liquidity return each quarter
summarising the accounts required by rule 300 in the form
prescribed in Appendix VI.
(2) Member companies shall notify the Stock Exchange of
the quarterly dates in which the returns are to be made up. One
of the dates notified shall coincide with the date at which the
member company’s accounts are prepared.
(3) Each liquidity return shall be submitted to the exchange
accountant within one calendar month of the date at which it is
made up. A copy of each return shall also be submitted within
one calendar month to the member company’s auditors.
(4) The exchange accountant shall be deemed to be
authorised by the member company to obtain direct from either
the member company’s auditors or the member company itself as
appropriate any information or explanation which he may
consider necessary to carry out a review of the member
company’s state of affairs as revealed by the liquidity return. The
provisions of rule 300, subrule (17)(b) apply.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
248 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 302.
Minimum
commission.
(5) The Stock Exchange assumes that member companies as
a matter of normal accounting control strike a trial balance of
their accounts each month within two weeks of the month end. In
the event that the Stock Exchange, advised by the Stock
Exchange accountants, considers the circumstances of either the
member company or the market to warrant it, the Stock
Exchange may require any member company or companies to
submit monthly capital computations.
(1) A member company shall charge its clients commission in
respect of every bargain made on his behalf and in respect of every
service for which a charge is prescribed. The commission must be
charged at not less than the rates laid down in subrule (3)(a) of this
rule, and no reduction thereof may be allowed except as authorised
by these rules. In the event that a member company acts both for
the selling and buying client, each of them shall be charged
commission at the prescribed rates. Except that—
(a) this rule shall not apply to or restrict dealings or
the sharing of commission between member
companies, or to the sharing of commission
between a member company and its overseas
organisation where not less than 75 per cent of
the capital of the Overseas Organisation is
beneficially owned and controlled by the
member company or by its directors;
(b) the commission in respect of bargains for put-
throughs and with respect to the Unit Trust and
any other such institution as the Board may from
time to time determine, shall be within the terms
of such transactions to be approved by the
General Manager, and the commission scale in
subrule (3) of this rule shall not necessarily apply;
(c) each member company sponsoring a new issue
or acting as a broker to a new issue may charge
commission at discretion in respect of the
services performed in such issue;
(d) where a member company has prepared a
valuation for probate and charged a fee it may to
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 249
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Rates of
commission.
Commission
overseas
securities.
Rule 303.
Transactions
overseas
currencies.
the extent that it subsequently earns commission
from business received from the estate, remit all
or part of the fee charged.
(2) In approving the commissions described in subrule (1),
the General Manager shall be guided by conventions laid down
by the Board, and, in event of dispute between the General
Manager and the broker handling such business, the matter shall
be immediately referred to the Board.
(3) The rates of commission chargeable shall be—
(a) registered ordinary shares, preference shares
and convertible loan stocks:
(i) 1.5 per cent on the first $50,000
consideration;
(ii) 1.25 per cent on the next $50,000
consideration;
(iii) 1 per cent on the excess;
(b) all other securities or evidence of indebtedness,
except those described in (a) above, the Stock
Exchange will set the rates when appropriate
and shall cause such rates to be published from
time to time, prior to the implementation of
such rates.
(4) Commission in respect of dealings in overseas shares or
securities which are not quoted on the Official List shall be
charged at the rates applied by the recognised Stock Exchanges
overseas through which such securities are transacted.
(1) The rates of commission on transactions effected in
overseas currencies are chargeable as follows:
(a) where the transaction is to be settled by the
client in Trinidad and Tobago dollars the rate of
commission is to be calculated on the Trinidad
and Tobago dollar equivalent of the overseas
currency price at the exchange;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
250 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 304.
Continuation
bargains.
Rule 305.
Commission
sharing.
Rule 306.
Registers of
agents.
(b) where the transaction is to be settled by the
client other than in Trinidad and Tobago dollars,
the rate of commission is to be calculated on the
Trinidad and Tobago dollar equivalent of the
overseas currency price at the effective rate of
exchange which is relevant.
A buying or selling order which is confirmed between the
member company and its principal but which is executed in the
Market in a series of bargains which comprise the total order,
shall be considered a “continuation” order, and the member
company may charge commission based on the total value of the
transactions comprising the continuation order, provided that all
such transactions are completed within one calendar month.
A member company may only share commission with an agent
whose name appears on one of the registers kept in accordance
with rule 306, with an employee or with a recognised stockbroking
organisation who is a member of an overseas Stock Exchange.
(1) A member company may share commission with agents
whose names have been included in the following registers
maintained by the Board provided that commission has been
charged at the rates laid down in rule 302(3):
(a) a register of banks which will be open to
commercial bank, trust companies and other
financial institutions as approved by the Board. The
share of a commission actually retained by a
member company who shares its commission with
an agent included in this register shall not be less
than two-thirds of the commission specified in rule
302(3), provided that where the agent provides both
buyer and seller, only one-half may be retained;
(b) a register of overseas representatives which shall be
open to member companies’ overseas representatives
resident outside Trinidad and Tobago. A member
company may remunerate any such overseas
representative with a share not exceeding one-third of
the commission chargeable to the principal he
introduces where such commission is charged in
accordance with rule 302(3).
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 251
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 307.
Net contracts
prohibited.
Rule 308.
Restrictions on
dealing by
members.
(2) A member who shares its commission with an agent
included in these registers specified in this rule shall render a
contract note in the name of the agent, to the agent, stating that
the commission charged is divisible with such agent. Such
contract note must not be rendered “net”. (see rule 307)
(3) Application for inclusion in these registers specified in
this rule shall be made in accordance with Appendix VII, and the
Stock Exchange shall determine the qualifications necessary for
entry and retention on these registers.
(4) A member company may not share its commission with
an agent—
(a) when the agent’s share is divided with or
allowed to his principal or any other person;
(b) when the commission is charged on the agent’s
own personal business.
The commission charged must be shown on every contract
between a member company and its client and “net contracts”,
meaning contracts in which the commission or part of the
commission is added to or subtracted from the buying price or the
selling price respectively, are prohibited and shall not be made.
(1) A stockbroker shall not transact with any member
company, a bargain intended to be concealed from that of his own
member company, and a member company shall not deal for a
stockbroker of another member company without first obtaining
the consent of that person’s member company. Such consent shall
be in writing, and member companies shall include in their own
regulations provisions which shall ensure compliance.
(2) A stockbroker shall not withhold from or misrepresent to
his own member company particulars of the client on whose
behalf he deals.
(3) A stockbroker shall advise any member company to
which he gives dealing instructions, including his own, if he
has a beneficial interest in a bargain to be transacted by that
member company.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
252 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 309.
Market contract
note.
Rule 310.
Settlement
between
member
companies.
Rule 311.
Account
delivery and
payment.
(4) A member company shall not carry on business for or with
a person who has been expelled from the Stock Exchange, or who
after ceasing to be a member from any cause becomes a bankrupt.
Upon conclusion of a transaction, the selling member shall
execute a market Contract note in form prescribed by the Stock
Exchange in triplicate and sign all copies thereof, the carbon
signatures on the second and third copies being considered valid.
The buying member shall similarly sign the note. The top yellow
copy shall be given to the buying broker, the second (blue) copy
shall be placed in the box provided in the Market for retention by
the Stock Exchange, and third (white) copy shall be retained by
the selling broker. The purchase and sale so made shall be a valid
contract fully binding on the contract parties.
All bargains dealt in the Market shall between member
companies, and a member company shall not be obliged to take a
reference for payment to a non-member, nor shall it be obliged to
pay a non-member for securities bought in the Stock Exchange.
(1) Every member company shall, for the purposes of delivery
and settlement, maintain an office of facilities situated in Port-of-
Spain within reasonable walking distance from the Stock Exchange.
(2) Every member company is required to rent a Central
Delivery Box (C.D. Box) in the Stock Exchange Office, which
may be used for circulation of stock cheques and other market
documentation between itself and other member companies
and Registrars.
(3) Unless otherwise agreed between the member companies
concerned in respect of special bargains, the times for delivery of
sold stock and payment on each account day will be as laid down
in the Stock Exchange Settlement Procedures Guidelines.
(4) Cheques must be drawn on a clearing bank, or the Central
Bank and be presented for payment through a commercial bank;
cheques must be crossed, marked “Not Negotiable drawn to Order”.
Such cheques may also be marked “Account Payee Only”.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 253
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 312.
Contract note.
Rule 313.
Obligations in
purchase
bargains.
(5) Any member company requiring payment by banker’s
draft shall give notice to the buyer to that effect as soon as
possible after the dealing period and not later than 10.30 a.m. on
the day previous to the day for delivery and payment.
(6) In default of payment in accordance with this rule, the
unpaid seller shall forthwith immediately report the fact to the Stock
Exchange, and interest on the unpaid balance shall run at 1 per cent
per month until the date of payment, notwithstanding that the Stock
Exchange may take action against the defaulting member company
as provided for under rule 103.
(7) A buying broker who collects stock from the Stock
Exchange office which he claims to be bad delivery shall, not
later than 10.30 a.m. inform the selling broker’s who shall have
responsibility to collect the alleged bad delivery from the buying
broker’s office, and either return his cheque, or if it has been
paid in, reimburse the buying broker within banking hours the
same day.
Without prejudice to the generality of rule 112(2)(d) a
contract note shall have imprinted the words “Subject to the
provisions of the Rules of the Trinidad and Tobago Stock
Exchange” together with identification of the member company
and the words “Member of the Stock Exchange.”
(1) Where any member company purchases any listed
securities on behalf of a client, the client shall pay to the member
company the contract price of the listed securities in cash or by
cheque against offer to deliver the listed securities unless
delivery is made against the purchaser’s banker’s draft, delivery
of securities to the purchaser may be withheld at the member
company’s discretion until the purchaser’s cheque in payment
has been finally cleared and the proceeds have been received by
the member company.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
254 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
(2) A member company referred to in subrule (1) who has
not been paid the purchase price in terms of that clause shall sell
out as soon as is reasonably possible after the failure to pay the
purchase price, and in any event not later than thirty (30) days
thereafter, those listed securities on behalf of the client.
(3) If the sum so realised by the sale referred to in subrule (2)
is less than the contract price referred to in subrule (1) the
member company concerned as soon as is reasonably possible,
and not later than thirty (30) days thereafter shall on its own
behalf sell so much of any other securities—
(a) held by it on behalf of the client; or
(b) to be delivered to it by the client,
as may be necessary to realise the difference between that sum
and the purchase price.
(4) Any further loss incurred by the member company after
selling-out in terms of subrules (2) and (3) of this rule, arising
from the difference between the selling-out prices and the
payment due to the selling client shall be indemnified by the
defaulting buying client.
(5) For the purpose of this rule selling-out in the open
Market must be carried out in the same manner as provided for in
rule 220 and the member company should instruct the Stock
Exchange to sell the securities concerned.
(6) Deliveries of securities shall be made by a broker buying
on a client’s behalf only to the buying client, and a client shall
not be entitled to sell such securities on to another member
company except after full payment is made by him to his
original buying broker.
(7) In the event of the death of a purchaser of securities
between the time of his placing of the order to buy before he has
paid for such securities, the selling broker’s right to sell-out against
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 255
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 314.
Obligations in
sold bargains.
Rule 315.
Defaulting
clients
obligations.
the buyer in the event of any default in payment shall not be
impaired, and the executors (or administrators) of the deceased
purchaser shall be liable to pay for all losses and expenses
incurred as a result of the selling-out.
(1) Where any member company sells any listed securities
on behalf of a client, the member company shall pay the client the
proceeds of the sale less commission against delivery of the listed
securities in negotiable order to the member company, payment
being made on settlement day.
(2) Where a selling client has failed to deliver securities on
the due date and where a member company has to make delivery
to the said buying client by having to buy-in the said securities in
the open Market, any loss incurred by the member arising from
the difference between the buying-in price and the selling price
of the defaulting selling client’s bargain shall be indemnified by
the defaulting selling client.
(3) For the purpose of subrule (2) of this rule, the buying-in
in the open Market must be carried out in accordance with the
procedures established for such transactions by the Stock
Exchange and the member company should request the Stock
Exchange to authorise the buying-in in the securities concerned.
(4) In the event of the death of a seller of securities between
the time of placing the order to sell but before he has signed the
relative transfers, the buying brokers right to buy-in in the event
of any default in delivery of the securities shall not be impaired,
and the estate of the deceased seller shall be liable to pay for all
losses and expenses incurred as a result of the buying-in.
(1) Where securities are bought-in or sold-out in terms of
rules 313 and 314, and the cost of the bought-in stock is more, or
the price of the sold-out stock is less than that of the defaulted
bargain, such deficit, including commission and other charges
payable, shall be a debt due by the defaulter to the member
company and shall be payable immediately.
(2) Where in the event of a client sold-out or bought-in under
the provisions of rules 313 and 314 has not within ten (10) business
days made good to the member company the price difference and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
256 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 316.
General Claims.
charges referred to in subrule (1) above, the member company
shall immediately advise the Stock Exchange in writing of the
client’s name together with a statement of his position.
(3) The Stock Exchange shall then advise such client’s name
to all member companies, who shall promptly submit a statement
of that client’s position with them to the Stock Exchange. The
Stock Exchange may at its discretion order that any sum due to
that client by member companies shall be retained by them for a
period not exceeding three (3) months such time as that client has
paid such sums as are due by him to those member companies
who reported outstanding positions.
(4) Where in terms of subrule (3) of this rule a client’s name
is notified to member companies by the Stock Exchange, member
companies shall not have any further dealing with the client so
named, without the prior approval of the Stock Exchange.
(1) In the following rules related to benefit claims:
(a) the prefix “ex” placed immediately before a
distribution or benefit means that the bargains
was dealt exclusive of distribution or benefit;
(b) the prefix “cum” similarly implies inclusion of
the distribution or benefit;
(c) the term “books close date” means the last day
on which renounceable documents or transfers
will be accepted by the Registrar of the
Company for registration cum benefit, or for
splitting, if that is earlier;
(d) “delivery in time for registration” in respect of a
security being the subject of a distribution or
benefit relative to which the register of
members is situated in Trinidad and Tobago,
such delivery being between broker and broker,
means receipt of documents by the buyer two
clear business days before the books close date;
(e) “delivery in time for registration” in respect of a
security having no register situated in Trinidad and
Tobago shall be promulgated by Board Notice.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 257
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Charges for
claims.
(2) All registered securities which are the subject of a
distribution or benefit shall in accordance with rule 203 be dealt
ex such distribution or benefit for the fifteen business days prior
to the books close date.
(3) Where the original selling client has sold cum benefit, he
shall be responsible to the buying client who is the beneficial
owner at the books close date for the amount of the dividend rights
or other interest accruing to the securities sold. Member companies
shall afford mutual assistance in the recovery of dividends, rights,
or other interests on behalf of a beneficial owner who is entitled to
the benefit but whose transfer has not been registered.
(4) A member company making claims on behalf of clients,
or on behalf of its nominee, shall do so by issuing such claims to
the original selling broker or brokers. A claim shall—
(a) quote the market contract note reference of the
bargain from which the claim arises;
(b) state the amount of the claim;
(c) state the date on which the company’s books
closed to determine shareholders entitled to
dividends or other benefits;
(d) state the date of good delivery of the securities.
(5) Any payment related to dividend claims, or claims for
other benefits, shall be made by a separate cheque and shall not
be included in a statement for delivery.
(6) The beneficial owner of the shares registered in the name
of a nominee company shall be responsible to the buyer for
claims made in respect of dividends, rights, bonuses and other
benefits. The nominee company shall, on demand, disclose the
beneficial owner as shown in its register to the claimant.
(7) The following charges shall be made on clients for
collection of dividends, capitalisations, rights or other benefits
under this rule:
(a) where a claim is raised within six (6) months of
delivery of the scrip, the charge shall be 1 per cent
with a minimum charge of $10.00;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
258 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 317.
Settlement of
cum-rights
bargains.
(b) where a claim is raised more than six (6) months
after delivery of the scrip, the charge shall
be 2 per cent with a maximum charge of $10.00;
(c) in respect of all claims for bonus issues, a
collection charge of $5.00 per certificate, not
exceeding $10.00 on any one claim, is to be
levied by the collecting broker on the client.
(1) Transactions in securities which are the subject of a rights
issue shall be accepted by the Registrar of the listed company for
registration cum right on or before books close date except that
they shall be dealt ex-rights in accordance with rule 203 during the
seven business days prior to books close date, new securities
issued in respect thereof.
(2) A client who has sold rights shall be responsible for
effecting delivery to the member company which has sold the
rights on his behalf for transmission of the rights to the purchaser
cum rights who shall be entitled to any renounceable documents,
or to the new securities in respect thereof.
(3) It shall be good delivery in respect of bargain cum rights
if the certificate of the “old” stock duly transferred, together with
a renunciation form in respect of the rights signed by the
transferor, has been delivered to the buyer’s broker not later than
five (5) business days before the books close date.
(4) Where securities cum-rights have not been delivered by five
(5) business days prior to the books close date, then provided that the
buyer claims any renounceable documents in writing not less than
five (5) business days before that day (or if the latest time for
splitting renounceable documents is earlier than that day, then at
such earlier time as will enable the seller to obtain any necessary split
renounceable documents), then the seller shall be bound to deliver
the renounceable documents duly renounced in time for registration.
(5) If the claim is made not later than the time for claiming
referred to in subrule (4) above, but the seller does not deliver in
accordance with that subrule then—
(a) in the case of nil-paid renounceable documents
the seller shall take all necessary steps to prevent
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 259
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
the rights lapsing and if they are allowed to lapse
the buyer shall be entitled to deduct their value
to be fixed by the Stock Exchange, up to the
highest value at which nil-paid renounceable
documents were traded during the period of
dealing in them, from the consideration for
the bargain;
(b) in the case of fully-paid renounceable
documents the buyer may require the seller to
deliver the new securities instead, into the name
of the buyer, or into the name of any subsequent
buyer in case there has been a further sale for
delivery in renounceable form.
(6) If such claim is made after the time for claiming referred
to in subrule (4) above then—
(a) in the case of nil-paid renounceable documents
provided the claim is made before the time on the
books close date fixed for the receipt of the
acceptance, the seller shall do all he reasonably
can to prevent the rights lapsing and to transfer
them to the buyer; if the seller sells or has sold the
rights the seller shall be liable for the proceeds of
the sale of the rights; a claim made after the time
for receipt of the acceptance shall be invalid;
(b) in the case of fully-paid renounceable
documents—
(i) if they or the new securities issued in
respect thereof are in the possession of the
seller he shall nonetheless according to the
wish of the buyer, deliver the documents
fully renounced or the new securities; and
(ii) if the documents or new securities are not
in the possession of the seller, he shall
render every assistance to the buyer in
tracing them.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
260 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 318.
Settlement of
cum-
capitalisation
bargains.
(7) If the buyer has not received delivery of nil or partly-paid
renounceable documents by 12.00 noon five business days before
books close date he may at any time not later than 12.00 noon on
the day two days before the books close date give the seller notice
that he does not wish to accept the offer or make the next
payment (as the case may be).
(8) If nil or partly-paid renounceable documents have not been
delivered by 12.00 noon two business days preceding acceptance
day and if the notice mentioned in subrule (7) above has not been
given, the seller shall be bound at the request of the buyer to make
all due payments on behalf of the buyer, and the buyer shall refund
all such payments. Such a request shall be implied where the buyer
has made a claim [under subrule (4) above].
(1) Where a member company purchases any listed
securities cum-capitalisation, on behalf of a client, it shall make
best effort to secure the benefit of capitalisation for the client.
(2) Transactions in a registered security which become the
subject of a capitalisation issue in accordance with rule 203 be
dealt ex-capitalisation for the fifteen (15) business days prior to
the last date on which the Registrar to the Company will accept
transfers of allotment letters for registration cum-capitalisation
(books close date).
(3) Where a capitalisation issue is made by means of a
renounceable document to the holders of old securities a buyer or
the old securities cum-capitalisation, who makes a claim in
writing for the benefit of the capitalisation not later than five (5)
business days before the books close date shall be entitled to
receive the renounceable documents duly renounced on the
second business day before the books close date.
(4) Where a capitalisation issue is made by means of a non-
renounceable document, a buyer of old securities cum-capitalisation
who makes a claim in writing for the benefit of the capitalisation not
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 261
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 319.
Settlement of
dividend claims.
later than five (5) business days before the books close date shall
be entitled to receive a transfer of the old securities not later than
the second business day before the books close date.
(5) The Stock Exchange will, on application, fix a price
which a buyer of old securities “cum-capitalisation” may deduct
from the purchase money of the old securities until the new
securities are delivered.
(1) Transactions in a registered security in which a dividend
has been announced, shall in accordance with rule 203 be dealt
ex-dividend during the seven (7) business days before the last
day on which transfers will be accepted by the Registrar of the
Company for registration cum dividend (the books close date).
(2) It shall be the responsibility of the buyer broker to
observe whether a cum dividend purchase is registered in time for
his client to obtain the dividend; if his client is not so registered
the buying broker will, within ten (10) business days of the books
close date make an appropriate claim on the selling broker.
(3) The client who has sold cum-dividend and to whom the
dividend is paid due to late registration of the buyer, shall on
request from the broker who transacted the sold bargain, make
over the dividend to that broker forthwith on payment of the
dividend by the company.
(4) On receipt of the dividend from the selling client, the
selling broker will immediately settle with the buying broker who
shall pay to the client the dividend due to him.
(5) The Stock Exchange shall be notified of all dividend
claims made on member companies which have been outstanding
for more than twenty (20) business days after payment.
(6) Where a company declares a dividend in cash with a share
alternative or in shares with a cash alternative, buyers wishing to
opt for the alternative offer must give notice in writing to sellers
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
262 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 320.
Statement of
inter-company
balances.
Rule 321.
Use of brokers
account to effect
delivery.
not later than ten (10) business days before the last date given by
the company for expressing that option. If no notice has been
given by that day all claims will be settled in the form the
dividend was declared and not in the alternative form.
(1) Each member company shall, on the eleventh business
day following the last business day of each month, issue to every
other member company a complete statement of balance, detailing
the bought and sold stock positions from bargains for settlement on
or before the last day of the previous month which are still open.
(2) A copy of the statement shall be delivered to the Stock
Exchange who will immediately record receipt in a register. If
applicable, a statement of nil balance should be issued to each
member company with a copy to the Stock Exchange.
(3) Member companies shall within five (5) business days
advise the issuing member company of any unreconciled or
unrecorded item, or certify (by endorsement) the statement as
correct and return it to the issuing member company.
(1) A broker may borrow securities from its broker’s
account for the purpose of making delivery, in the case of failure
to receive securities required to be delivered. The borrowing
must, however, be related to an actual delivery in connection
with a specific transaction that has already occurred, and not in
anticipation of some need that may or may not arise.
(2) This provision does not authorise any broker to use its
broker’s account to effect delivery without the consent of the
Exchange. Any request to use a broker’s account for such
purposes must be submitted to the Exchange and in writing.
(3) Notwithstanding the foregoing, when a security held in a
broker’s account is used to effect delivery, such security shall be
replaced by the broker within ten (10) days after the date from
which the Exchange permission was granted, and it is the
responsibility of the broker to notify the Exchange that the
replacement has been accomplished.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 263
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 322.
Employee
commission
sharing.
Rule 400.
Listing
Requirements.
(1) A member company may remunerate an employee with a
proportionate share of the commission charged by the member
company on the business of the principal he/she introduces
provided that—
(a) such an employee is registered with the Stock
Exchange as a registered representative of the
member company and is employed on a full-
time basis by that company;
(b) the share of the commission shall not be paid to
such employee until the member company has
satisfied itself that the business on which the
share of the commission arises had been
satisfactorily conducted including the payment
and delivery of securities.
(2) In the event of an employee changing employment
between member companies the new employer shall obtain a
satisfactory reference in writing from the former employer
stating whether or not all the employee’s obligations and those of
his/her clients have been met in full without assistance on the part
of the member company and that the accounts have been
conducted in a satisfactory manner.
LISTING AND DELISTING
(1) Any public company incorporated in accordance with the
laws of Trinidad and Tobago wishing to have its securities listed
on the Stock Exchange shall—
(a) have the subject matter securities registered and
approved by the SEC;
(b) enter into a listing agreement in the prescribed
form with the Exchange;
(c) subject to (a) and (b) above, the Exchange may
make rules prescribing the conditions to be
complied with where applications are made for
the listing of securities;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
264 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 401.
Delisting
Criteria.
(d) upon compliance with (a) and (b) above, and
with any rules made under (c), the securities
shall be admitted for listing on the Exchange;
(e) the Exchange shall as often as it may determine
but not less than once every week prepare and
publish a list of all securities admitted for listing.
Such list shall include information of the current
or most recent prices of all listed securities,
together with such other information as the
Exchange may consider fit to include therein;
(f) in addition to the information referred to in (e)
above, the Exchange may cause to be published
any other relevant information which may relate
to the market price of any security.
(1) The aim of the Trinidad and Tobago Stock Exchange is
to provide the foremost auction market for securities of well
established companies in which there is a broad public interest
and ownership.
(2) Securities admitted to the official list may be suspended
from dealings or removed from the list at any time.
Prior to the delisting of any security, the Exchange shall make
an appraisal of, and determine, the suitability for continued
listing in light of all the pertinent facts whenever it deems such
action appropriate.
The grounds under which a company’s security may be
delisted includes, but are not limited to the following:
(a) failure of a company to make timely adequate
and accurate disclosures of information to its
shareholders and the investing public;
(b) failure to observe good accounting practices in
reporting of earnings and financial position;
(c) conduct inconsistent with just and equitable
principles of trade;
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 265
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(d) unsatisfactory financial condition or operating
results;
(e) inability to meet current debt obligations or to
adequately finance operations;
(f) abnormally low selling price or volume of trading;
(g) unwarranted use of company’s funds for the
repurchase of its equity securities;
(h) any other event or condition which may exit or
occur that make further dealings and listing of
the securities on the Exchange inadvisable or
unwarranted in the opinion of the Exchange;
(i) when a company falls below any of the criteria
enunciated in rule 127*, the Exchange may give
consideration to any definitive action that a
company would propose to take that would
bring it in line with original standards.
(2) Changes that a company might consider or make that
would bring it above the delisting criteria but not in line with the
original listing standards would normally not be adequate reason
to warrant continued listing.
(3) Where a listed company falls below any of the criteria for
delisting, and proposes to effect a combination with an unlisted
company in a manner which in the opinion of the Exchange,
would result in the acquisition of the listed company by the
unlisted company, regardless of which company is the survivor in
the combination, the Exchange will not approve the listing of the
additional shares arising out of the combination unless the
company resulting from the combination meets the original
listing requirements of the Exchange in all respects.
(4) Other criteria which may result in the delisting of a
company includes but are not limited to—
(a) reductions in Operating Assets and/or scope of
operations;
* There is no rule 127.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
266 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 402.
Stock Exchange
Official List.
(b) bankruptcy and/or liquidation;
(c) authoritative advice/proof that a security is
without value;
(d) registration no longer effective;
(e) proxies are not solicited for all meetings of
stockholders;
(f) agreements are violated;
(g) interest coverage of debt securities is inadequate;
(h) failure to meet payment, redeem or retire
securities on due dates.
When the Exchange gives consideration to the suspension or
delisting of the ordinary shares of a company, it may consider
delisting of the ordinary shares of a company, it may consider the
appropriateness of the continued listing of other securities of the
issuer, whether or not such other securities meet the delisting
criteria otherwise applicable to them, and may determine, in light
of all the circumstances, to continue such other securities on the
list or to suspend and proceed to remove from the list such other
securities where it seems to be advisable.
The Exchange may hold a public hearing in connection with
its consideration of suspension of a security from dealing.
In the absence of any special circumstances, a security
considered by the Exchange to be eligible for continued listing
will not be removed from the list upon request or application of
the issuer, unless the proposed withdrawal from listing is
approved by the security holders at a meeting at which a
substantial percentage (66 2⁄3%) of the outstanding amount of the
particular security is represented, without objection to the
proposed withdrawal from a substantial number of individual
holders of the particular security.
(1) The listing of a security may be suspended or cancelled and
the security withdrawn from the Official List and the transaction of
bargains may be suspended on the authority of the Board, or of
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 267
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 403.
Preliminary
arrangements
and
placings.
the Chairman or Deputy Chairman, or in the event of them not
being available, any two Directors. When such action is taken
otherwise than by the Board it must be reported to the Board at
the first available opportunity.
(2) A decision in terms of this rule to reject or defer an
application for admission to the Official List or to suspend or
cancel a listing shall be immediately posted on the floor of the
Stock Exchange, and be published by notice.
(1) A member company wishing to secure admission of
securities to the Official List, whether already issued or to be issued,
may, before applying for listing, enter into an underwriting contract
in relation thereto, and may contract either as principal to subscribe
or purchase, or to procure subscribers or purchasers for the same.
Such purchasers or subscribers may be procured through the
member companies. Arrangements other than underwriting entered
into under this paragraph are “placings”, as distinguished from
“dealings” which term denotes Stock Exchange transactions after
admission to the Official List.
(2) Dealing or arrangements for dealings “subject to listing”
are not permitted.
(3) In the case of registered securities “placed” under the
provisions of subrule (1) of this rule, a member company
purchasing and the placing member company must complete a
market contract note. In the event that the securities are listed,
such a market contract will then be executed. In the event that the
securities are not admitted to the Official List then no bargain
will have been established and the market contract note shall be
deemed null and void.
(4) Except with the permission of the Stock Exchange under
rule 201(2), securities placed under this procedure may not be
replaced or negotiated in any way before admission to listing has
become effective.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
268 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Rule 404.
Capital issue by
company under
foreign control.
Rule 405.
Price
stabilisation.
[226/2001].
Rule 406.
Suspension of
dealing.
[226/2001].
(5) The general procedures for placings shall be in
accordance with the Listing Requirements, Chapter 1, paragraphs
16, 17, 18 and Schedule 5—Market Statement (placings).
(1) The Exchange shall not permit a security of a listed
company under foreign control to be listed and dealt on the Market
unless registered with the Securities Exchange Commission.
(2) The Exchange shall take cognisance of any regulations
governing issue of capital by listed companies under foreign
control and it shall ensure that all procedures are aligned to the
intent of such regulations.
(1) In order to stabilise the Market, the Stock Exchange may
empower the Market Official to suspend dealing in a security if
the offer price rises or the bid price falls more than 10 per cent
(or such percentage as the Stock Exchange may from time to time
determine and promulgate by notice except for rights trading)
above or below respectively the closing price of the previous
business day.
(2) The Market official may also suspend dealing in any
security if the buying or selling price changes abruptly without
due apparent reason.
(3) Suspension of a security under subrules (1) and (2) of
this rule shall be posted in the Market and shall not last beyond
dealing sessions without reference of the matter to the Board of
the Exchange who may at their discretion revoke or prolong
such suspension.
(4) The Stock Exchange shall give notice forthwith to the
Commission of any suspension or prohibition of dealing in securities.
The Stock Exchange may, at its absolute discretion, suspend or
prohibit dealings in any security or all securities if, in its
judgment, such action is essential to ensure proper conduct of the
Market. The Stock Exchange shall in addition to giving notice
forthwith to the Commission of such action, immediately publish
such suspension or prohibition by notice, and by official
announcement on the Market Floor.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 269
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Rule 501.
Appointment of
authorised
dealers.
ADMISSION OF STOCKBROKERS, DEALERS AND
MEMBER COMPANIES
(1) A member company may nominate, and apply to the
Stock Exchange for appointment of an authorised dealer who,
after appointment, may deal in the Market on behalf of the
member company.
(2) Nomination for an authorised dealer will be received in
respect of a person who—
(a) has been nominated by the member firm on
whose behalf he will deal in the market;
(b) is a full-time employee of the member firm;
(c) is at least eighteen years of age;
(d) has been employed by the applicant member firm
at least six months (commenced July 1, 1990)
and has an accredited qualification from a
recognised academic institution with a
knowledge of capital markets;
(e) has produced references as well as a police record;
(f) has undergone trading simulations under the
direction of Management.
(3) Application for authorisation shall be made by the
sponsoring member company in the form prescribed in Appendix V.
(4) The Stock Exchange may refuse an application on the
grounds that, either—
(a) the nominee’s experience and character render
him unsuitable; or
(b) authorisation would result in the number of
authorised dealers employed by the sponsoring
member company exceeding the number of
registered stockbrokers in that company.
(5) The Stock Exchange may, at its discretion, post the
nomination in the Market, and in this event, members and
registered stockbrokers may comment on the suitability of the
applicant to the Stock Exchange.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
270 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
Rule 502.
Appointment of
alternate
authorised
dealers.
(6) If the Stock Exchange is satisfied with the experience and
character of the applicant, it shall appoint him as an authorised
dealer for such period as he remains in the employment of the
member company which has sponsored the application.
(7) Any reference in the dealing rules and administrative
procedures to registered stockbrokers should also be construed as
a reference to authorised dealers.
(8) Registered stockbroker members shall in accordance
with the Rules and Regulations of the Stock Exchange be liable
for acts or omissions or any authorised dealer of their member
company in accordance with the Rules and Regulations of the
Stock Exchange, and any offending authorised dealer shall
himself be liable to suspension or cancellation of his
authorisation in accordance with rule 103(1) of the Rules and
Regulations of the Stock Exchange.
(9) The Stock Exchange shall cause a register of
authorised dealers to be kept, in which shall be entered the
names of each authorised dealer and his employing member
company. This register shall be kept in the offices of the Stock
Exchange and shall be available for inspection by members
and authorised dealers.
(10) An authorised dealer shall not enter the trading floor of
the Market until his member company shall have received from
the Stock Exchange offices, notice of his admission and
authorisation.
(11) Authorised dealers of a defaulting member company
shall be excluded from the trading floor of the Market
immediately on such default.
(1) A member company may nominate and apply to the
Stock Exchange for appointment of an alternate authorised dealer
who after appointment, may deal in the Market on behalf of a
member company during the absence of the company’s
authorised dealer.
(2) Nomination for an alternate authorised dealer is subject
to the conditions established in subrule 501(2) to (11).
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 271
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
APPENDICES
APPENDIX I Form of Proxy [Section 4, subsections (2) and (4)
of the Act].
APPENDIX II Application for Registration as a member of the
Stock Exchange (Section 10 of the Act).
Statement by Sponsoring Directors.
APPENDIX III Form of Application for Registration as a Stockbroker
(Sections 16 and 18 of the Act).
Statement by Sponsoring Directors.
APPENDIX IVA Liability Notice by a Director of a Limited
Corporate Member (Section 36 of the Act).
APPENDIX IVB Withdrawal of Liability Notice (Section 36 of the
Act).
APPENDIX V Form of Application for an Authorised Dealer
(Rule 501).
APPENDIX VI Notes for Guidance on the Completion of Liquidity
Returns.
Statement of Financial Condition.
APPENDIX VII Application for Inclusion in the Register of Banks
and Agents (Rule 306).
APPENDIX VIII Summary of Stock Exchange Settlement
Procedural Guidelines.
APPENDIX IX The New Transfer System and Certification
Procedure.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
272 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
APPENDIX I
FORM OF PROXY
[Section 4, subsections (2) and (4) of the Securities Industry Act]
THE TRINIDAD AND TOBAGO STOCK EXCHANGE
I ........................................................ of................................................................................................
..............................................................................................................................................................
being a Member of ................................................................................................................ Limited
hereby appoint .....................................................................................................................................
as my proxy, to vote for me and on my behalf at the Annual General Meeting/Extraordinary
General Meeting of the Trinidad and Tobago Stock Exchange to be held on the .............................
day of .......................................................... 20......
Signed this ................... day of ................................................ 20...... in the presence of
....................................................
Signature of Member
....................................................
Signature of Witness
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 273
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
APPENDIX II
APPLICATION FOR REGISTRATION AS A MEMBER OF
THE STOCK EXCHANGE
(Section 10 of the Securities Industry Act, Ch. 83:02)
To the Board of the Trinidad and Tobago Stock Exchange
In accordance with section 10 of the Securities Industry Act, Ch. 83:02, we hereby apply for
registration of ........................................................................................................................Limited
as a Member of the Trinidad and Tobago Stock Exchange.
We attach to this application:
(i) the prescribed form of proposal and secondment completed and
signed by two Directors of the Stock Exchange;
(ii) a certified copy of the Memorandum and Articles of Association of
the Company together with a certified copy of its certificate of
incorporation;
(iii) proof that prior to commencing trading on the Stock Exchange the
Company will have a minimum paid up share capital of four
hundred thousand dollars.
We are aware of the requirements related to Member Companies of the Securities Industry Act,
Ch. 83:02 and the Rules and Administrative Procedures of the Stock Exchange, and, provided
consent is granted to this application, we give a joint and several undertaking that the Company
will be operated in accordance with them.
We are the Directors of the Company and we hereby undertake to assume liability for the debts and
obligations of the Company in terms of and within limitations expressed in.
Yours faithfully,
Signed ............................................................
Dated ................................................. 20......
NOTE 1. Any relevant circumstances, e.g., formation of the Company to take over the business
of another Member Company, should be stated.
NOTE 2. The application should be signed by all (intending) Directors whose names and
addresses should be typed below the signature.
NOTE 3. The proposed/existing capital structure and the particulars of non-stockbroker
shareholders and the amounts of share capital issued or which it is proposed to issue to
them should be set out in a schedule and attached to the application.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
274 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
APPENDIX II—Continued
STATEMENT BY SPONSORING DIRECTORS
We, being Directors of the Trinidad and Tobago Stock Exchange, propose and second
that........................................................................................................................................................
................................................................................................................................ Limited should be
registered as a Member of the Stock Exchange.
We are aware of the contents of the Company’s application for registration and we are satisfied
that to the best of our knowledge and belief the statements made therein are correct.
From our personal knowledge of the Directors of the Company we are satisfied of its fitness in
all respects to become a Member.
Signature of Proposer ............................................. Full Name ................................................
Date ............................................................. 20......
Signature of Seconder ............................................ Full Name ................................................
Date ............................................................. 20......
APPENDIX III
FORM OF APPLICATION FOR REGISTRATION AS A
STOCKBROKER
(Sections 16 and 18 of the Securities Industry Act, Ch. 83:02)
TO THE BOARD OF THE TRINIDAD AND TOBAGO STOCK EXCHANGE
I wish to be registered as a Stockbroker of the Trinidad and Tobago Stock Exchange upon the
terms of, and under and subject in all respects to, the Securities Industry Act, Ch. 83:02 and the
Articles, Regulations and Rules of the Stock Exchange which now are, or hereafter may be for the
time being in force.
I am aware of the Articles, Regulations and Rules of the Trinidad and Tobago Stock Exchange
and of the obligation imposed on Stockbrokers upon their registration.
I attach a statement evidencing that, to the best of my knowledge and belief my professional and
business connections and shareholdings are not such that they would in any way adversely affect
the conduct of my stockbroking business, and also evidence that this application conforms to the
requirements of section 18 of the SIA.
I enclose a declaration form in accordance with Schedule 8 of the Listing Requirements.
Yours faithfully,
Date ......................................................... 20..... Signature ........................................................
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 275
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Directors}
APPENDIX IVA
LIABILITY NOTICE BY A DIRECTOR OF A LIMITED
CORPORATE MEMBER
(Securities Industry Act, section 36)
TO THE BOARD OF THE TRINIDAD AND TOBAGO STOCK EXCHANGE
.............................................................................................................................................. Limited
In accordance with the provisions of Securities Industry Act, Ch. 83:02 section 36, I give you
notice that I hereby assume (jointly and severally with such persons as may from time to time be
Directors of the above Company and have given a Notice similar to this Notice which has not
been withdrawn) liability for the debts and obligations of the Company including debts and
obligations existing prior to the ...........................................................................................................
day of ............................................... 20...... when this Notice shall take effect, provided that the
limit of the personal liability I assume under this Notice shall not exceed $ ........................................
Signed .....................................................................
Dated ............................................................ 20......
We being Directors of the Company, on behalf of the Board, confirm the above Notice and request
you to amend the Stock Exchange records accordingly.
Signed .....................................................................
.....................................................................
N.B.— To be signed by two Directors of the Company.
STATEMENT BY SPONSORING DIRECTORS OF
THE STOCK EXCHANGE
We recommend Mr./Mrs./Miss. ......................... as a fit and proper person to be registered as a
stockbroker of the Trinidad and Tobago Stock Exchange. We have read the candidate’s application
and are aware of the contents of the candidate’s declaration under Schedule 8.
We are satisfied that to the best of our knowledge and belief the statements made in respect of
his/her application are correct.
Signature of the Proposer ....................................... Dated ........................................................
Signature of Seconder ............................................. Dated ........................................................
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
276 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Directors}
APPENDIX IVB
WITHDRAWAL OF LIABILITY NOTICE
(Securities Industry Act, Ch. 83:02 section 36)
TO THE BOARD OF THE TRINIDAD AND TOBAGO STOCK EXCHANGE
............................................................................................................................................. Limited
I hereby request permission to withdraw the Liability Notice whereby I assumed liability not
exceeding $.................................................................. for debts and obligations of the above
Company, to the intent that I shall not be liable for the Company’s debts and obligations incurred
after the ........................ day of ............................................. 20......
Signed .....................................................................
Dated ........................................................... 20......
We, being Directors of the Company, on behalf of the Board confirm that we have no objection to
the above and request you to amend the Stock Exchange records accordingly.
Signed .....................................................................
.....................................................................
N.B.— To be signed by two Directors of the Company.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 277
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
APPENDIX V
FORM OF APPLICATION FOR AN AUTHORISED
DEALER (RULE 501)
TO THE BOARD OF THE TRINIDAD AND TOBAGO STOCK EXCHANGE
We ....................................................................................................................................... Limited
request permission for Mr./Mrs./Miss.......................................................................... aged ..............
to act as an Authorised Dealer of this Company commencing ............................................... 20......
We attach the career record of the Candidate since leaving school.
We certify that—
(1) We have full knowledge of the Candidate’s previous career and have
obtained a satisfactory reference from his last employer.
We are aware of the Candidate’s declaration under Schedule 8.
(2) The candidate is in the bona fide full time employment of ourselves.
(3) We hold ourselves responsible to the Board for the conduct of his business
and for his behaviour in all matters affecting the Stock Exchange or its
Members.
(4) We undertake to inform you at once if the Authorised Dealer is withdrawn
or ceases to be employed by us.
(5) The Candidate will abide by and conform to the Articles, Regulations,
Rules, Administrative Procedures and Usage of the Stock Exchange, and
any directions given by the Board.
We are aware that Employers are held responsible for the Stock Exchange business transacted by
authorised dealers.
Yours faithfully,
Signed.........................................................................
Dated ......... of ............................................. 20 .........
The Authorised Dealer to sign the following:
I understand and agree to the above. I append a declaration in conformity with Schedule 8 of the
Listing Agreement.
Signed .........................................................................
Dated ......... of .............................................. 20 ........
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
278 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
APPENDIX VI
NOTES FOR GUIDANCE ON THE COMPLETION OF
LIQUIDITY RETURNS
1. Member companies should refer to rules 300 and 301, the notes for guidance of member
companies relating to these rules issued by the Board, and to the detailed description in
Form LM.2, LM.3 and LM.4.
2. This return is to be completed and submitted quarterly by all member companies. One of
the dates selected for the preparation of these figures should coincide with the last date of
the company’s financial year.
3. The return should be prepared from a trial balance and it will normally be sufficient to use
control account totals (provided that these are subject to regular agreement with listing of
individual balances) except in those instruments where further detailed analysis of
particular items is required, as for example is the case with client balances. Any item for
which member companies consider that no appropriate heading is provided should be
shown separately on the return together with a suitable description.
4. Explanatory notes of any unusual items should be submitted with the completed return
where appropriate.
5. Where there are no amounts appropriate to any particular item in the return or in the
supplementary schedule please state “NIL” in the appropriate box.
6. The form which is sent to the Exchange Accountant should be signed. The signatures of
two Directors are required in all cases. If the Managing Director also acts as the Finance
Director please ensure that a second Director also signs the return.
7. Bank reconciliation should be carried out at the date of the return in respect of all balances
with banks, or by reference to the latest bank statement prior to the date of the return.
8. Amounts deposited on behalf of clients which do not form part of the firm’s assets, in
accordance with the arrangements with the clients concerned, should together with the
corresponding rights of the clients to the deposits be entered in the boxes inserted on
pages 2 and 3.
9. Any refunds of tax which have been taken into account in calculating the tax provision,
should be stated separately with a note as to whether or not the refund has been agreed
with the Inland Revenue. If it should be desired to alter the basis upon which provision is
made for taxation liabilities, the amount provided should be shown here and the details of
the revised basis supplied.
10. This provision should be a reasonable estimate of the eventual taxation liability
attributable to the profit available to the member company which has been earned in the
period since the last financial year end; a proportion of the annual allowances as
appropriate should be used in estimating the provision.
11. The settlement offices box has no current relevance, and is included for future purposes.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 279
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
FORM LM 1
LIQUIDITY RETURN
This report is being filed pursuant to rules 300 and 301 in accordance with the Rules and
Regulations/Procedures of the Trinidad and Tobago Stock Exchange
NAME OF MEMBER COMPANY
ADDRESS OF PRINCIPAL PLACE OF BUSINESS
(Do not use P.O. Box Number)
NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT WITH REGARD TO
THIS REPORT
FOR QUARTER ENDED
...............................................................................................................................................................
Minimum liquidity margin methods used by Respondent re Rule 301(l2)(b)(iii)................................
...............................................................................................................................................................
Minimum liquidity margin required $ ..................................................................................................
Check Here if Respondent is Filing an Audited Report//
...............................................................................................................................................................
EXECUTION:
The firm submitting this Form and its attachments and the person(s) by whom it is executed
represent hereby that all information contained therein is true, correct and complete. It is
understood that all required items, financial information and/or supporting details are considered
integral parts of this Form and that the submission of any amendment represents that all unamended
items, statements and schedules remain true, correct and complete as previously submitted.
...............................................................................................................................................................
Dated the ........................... day of .................................................................... 20......
Manual signatures of:
(1) .........................................................................................................................................
Principal Executive Officer or Managing Director
(2) ..........................................................................................................................................
Director
Reviewed by ......................................................................................................................
Name of Stock Exchange Accountants
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
280 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
FORM LM 2
LIQUIDITY RETURN
STATEMENT OF FINANCIAL CONDITION
Assets
Approved Non-Approved Total
$ $ $
1. Cash and Bank Balance at Short Notice
A. Cash, stamps, bank balances encashable
within three months … …
B. Fixed deposits, etc.… …
C. Deposits with local authorities, etc.,
encashable within one year …
D. Deposits on behalf of clients …
2. Securities
A. Trinidad and Tobago government
securities … … …
B. Listed securities … … …
C. Others … … …
3. Clients, Staff and Directors’ Connected
Persons
A. Clients who settle on Account Day or pay
against delivery … …
B. Clients’ unsecured balances outstanding
more than ninety days … …
C. Employees … … …
D. Employees’ balances outstanding for
more than ninety days … …
E. Amounts owing other than in ordinary
course of Stock Exchange business …
—Clients … … …
—Employees … … …
—Others … … …
4. Member Companies
A. Member companies balances outstanding
for ninety days or less …
B. Member companies balances outstanding
for more than ninety days… …
5. Stock Exchange settlement office …
6. Fixed assets … … …
7. Payments in advance … … …
8. Taxation recoverable … … …
9. Shares and indebtedness of subsidiary companies
10. Others … … … …
TOTAL ASSETS … …
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[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 281
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
FORM LM 3
LIQUIDITY RETURN
STATEMENT OF FINANCIAL CONDITION
Ranking Liabilities
Total
$ $
11. Loans and Advances
A. Bank loans and overdrafts-secured … …
Bank loans and overdrafts-unsecured … …
B. Other loans … …
12. Clients, Staff and Directors’ Connected Persons
A. Clients—for stock exchange business … …
B. Clients—for money placed on deposit … …
C. Employees … … … …
13. Member Companies
A. Member companies … … … …
B. Stock Exchange settlement offices… …
14. Other amounts payable in ordinary course of Stock Exchange
business … … … …
15. Amount owing to subsidiary companies … …
16. Tax provisions
A. Provision for taxation at latest financial year-end
adjusted for subsequent payments and revisions …
B. Estimated provision for tax on profit earned latest
financial year end … … …
17. Creditors and accruals… … … …
18. Others (List)… … … … …
A. … … … … …
B. … … … … …
C. … … … … …
D. … … … … …
TOTAL RANKING LIABILITIES … …
Stockholders Equity
19. Corporation (Company)
A. Preferred Shares … … … …
B. Common Shares … … … …
C. Share Premium—Other Reserves … …
D. Retained Earnings … … … …
E. TOTAL … …
F. Add: Subordinated loans … … …
20. Total stockholders equity and subordinated loans …
21. Total liabilities, stockholders equity and subordinated loans…
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
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UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
282 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
FORM LM 4
LIQUIDITY RETURN
COMPUTATION OF NET CAPITAL
$ $
1. Total Stockholders Equity (from Statement of Financial
Condition line 19E) … … … …
2. Deduct: Stockholders Equity not allowed for net capital …
3. Total Stockholders Equity qualified for net capital …
4. Add:
A. Subordinated Loans allowable in computation of net capital
B. Other (deductions) or allowable credits (List)… …
5. Net Worth … … … … …
6. Deductions and/or charges
A. Total non-approved assets from Statement of Financial
Condition… … … …
B. Other Deductions and/or Charges… … …
7. Total Deduction and/or Charges … … …
8. Net Capital … … … … …
COMPUTATION OF MINIMUM NET CAPITAL REQUIREMENT
PART A
9. Minimum net capital required (10 per cent of line 13) …
10. Minimum dollar net capital requirement of Member Company
(Note A) … … … …
11. Net Capital requirement (greater of line 9 or 10) …
12. Excess/Deficit of net capital (line 8 less 11) … …
COMPUTATION OF RANKING LIABILITIES
PART B
13. Total ranking liabilities from Statement of Financial Condition
14. Percentage of ranking liabilities to net capital (line 13 — by
line 8) … … … … …
NOTE A: The minimum dollar net capital required should be computed by adding $25,000 for each registered
Stockbroker of the company to $12,500 for each Authorised Dealer in the company.
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[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 283
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
APPENDIX VII
APPLICATION FOR INCLUSION IN THE REGISTER OF
BANKS AND AGENTS [RULE (306)]
Period ending 31st December, 20......
TO THE BOARD OF THE TRINIDAD AND TOBAGO STOCK EXCHANGE
We hereby apply to have our name placed on the above Register under Rule 306 and enclose our
cheque for the annual registration fee of $ ...........................................................................................
In support of the application we undertake:
(1) that no part of our share of commission shall directly or indirectly be returned or allowed
to the Principal or to any other person;
(2) that we will not knowingly claim or accept a share of commission on any transaction for
the account or benefit of any third party whose name is for the time being included in any
Register of Banks or of Agents maintained by the Stock Exchange;
(3) that we will not in any advertisement, circular, business letterhead or card or other document
on which our name appears or on any plate, board, sign or the like make or allow to be made
any reference to the fact that our name is or has been included in the above Register;
(4) that on enquiries by the Board of the Stock Exchange (the Board) into dealings in any
security we will supply the Board, unless our legal obligations and our responsibilities to
our customers otherwise require, particulars of dealings we have effected for our customers
whenever required to do so;
(5) that without prejudice to any other rights of a Member Company of the Stock Exchange, as
between us and such Member Company, we will accept the liabilities of our customer in fulfilling
obligations to such Member Companies where those responsibilities arise solely from—
(i) instructions given by us on behalf of our customer; or
(ii) instructions given direct by our customer which have been specifically
confirmed on receipt by us of the contract note from the Broker;
(6) that we will not knowingly give our Brokers instructions which, in the execution thereof,
would cause them to act contrary to the Rules and Regulations of the Stock Exchange;
(7) that we will inform our Brokers whom we instruct if any of the business covered by our
instructions is business which does not entitle us to share commission by reason of the fact
that it is business for our own account.
REGISTRATION
(a) Renewal Procedure
Registration will automatically lapse on 31st December, 20...... unless on application
made by us the Board renews the registration of our name for a further period,
provided that if we apply for renewal and the Board intends to reject our application
the procedure set out in subparagraph (b) of this paragraph shall apply whether the
Board’s intended rejection arises from any alleged breach by us of any of our
obligations hereunder, or is for some other reasons;
(b) Removal from the Register
The Board may only remove our name from the Register for good reason, and should
the Board intend to remove our name from the Register by reason of any alleged
breach by us of our obligations under this undertaking or for any other reason, it will
give us immediate written notice of such intention specifying the alleged breach or
reason and it will afford us the opportunity to rebut such alleged breach or to show
why our name should not be removed from the Register, and until a final decision has
been reached, it will treat the matter in the strictest confidence.
Signature of Applicant ................................................
Date .................................................. Name of Company ......................................................
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
284 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
}
}
before D
before D
D
D
D
D
D plus 1*
D plus 5
D plus 5/6
D plus 10
(at explicit time)
D plus 10
D plus 10
(at explicit time)
D plus 10
D plus 10
D plus 12
Timing:
D equals Day of Deal
APPENDIX VIII
STOCK EXCHANGE SETTLEMENT
PROCEDURE GUIDELINES
Summary of Settlement Procedure
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
S.1 Client Selling Order to Broker S … … …
B.1 Client Buying Order to Broker B … … …
S.2
B.2 Market Transaction … … … …
S.3
B.3 Market Contract Note made out … … …
S.4 Client Sold Contract Note issued … … …
B.4 Client Bought Contract Note issued … … …
S.5 Broker S makes initial sold STF entries and despatches STF to
Client … … … … …
S.6 Client S completes signature of STF and returns it to Broker S
with certificate, or with certificate to follow … …
S.7 Certification of STF or BTFs if STF is to be split …
S.8 STF plus certificate or certified STF or BTF despatched under
standard covering form through Central Delivery to Broker B
B.5 Cheque from Buying Client to Broker B … …
B.6 Broker B scrutinises documents for “good delivery”, pays cheque
through Central Delivery to Broker S… … …
S.9 Selling Broker cheque to Selling Client… … …
B.7 Broker B inserts Buying Clients name on STF and makes
declarations … … … … …
B.8 STF, certificate and cover note sent to Registrar
(Note: BTFs and certified STF to Stock Exchange) …
B.9 Registrar carries out statutory functions, after scrutiny, registers the
transfer, and issues new certificates … … …
B.10 Despatch of new certificate to Broker B.
B.11 Despatch of certificate to Buying Client.
* Any reference to number of days throughout this paper should be read as number of
business days.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 285
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
NEW SETTLEMENT CONTROL PROCEDURE
1. Preparation of Settlement Control Notes
(a) Preparation of Settlement Control Notes (SCNs) according to serial
numbers in the sequence they appear in the Market Bargain Records
(MBR) … … … … …
(b) Settlement Control Notes shall be prepared in triplicate.
(c) Settlement Control Notes will include the following information:
(i) Settlement Date
(ii) Number of shares
(iii) Security
(iv) Value-price and consideration
(v) Purchase Date
(vi) Bargain conditions—XD; XC; XR
(vii) Market Contract Ref. No.
(viii) Cheque Number and Date
(ix) Buying Broker—Name; Signature
(x) Selling Broker—Name; Signature
2. Distribution of Settlement Control Notes
(a) The pink copies of Settlement Control Notes are delivered to the
Buying Brokers.
(b) The blue copies of Settlement Control Notes are delivered to the Selling
Brokers … … … …
(c) The white copies of Settlement Control Notes are retained at the Stock
Exchange.
3. Filing of Settlement Control Notes
(a) Folders are maintained which can accommodate the filing of the three
copies of the Settlement Control Notes separately in the same file.
(b) The folders shall be marked—
Settlement Control Notes
Dealing Date ........................... Settlement Date ................................
Serial No. ................................ To No. ..............................................
(c) Copies are filed in serial number sequence.
(i) White copies are filed, immediately after preparation …
(ii) Pink copies are filed, when completed and returned by the
Buying Brokers … … … …
(iii) Blue copies are filed, when completed and returned by the
Selling Brokers—(after these copies had been checked against
Transfer Documents by the Certification Desk, and also against
photocopies of the same Settlement Control Notes that may
have been received earlier for part-deliveries) … …
4. Completion
(a) On settlement day the file is checked for completion, i.e., that all copies
issued for that date are returned.
(b) A “list of outstanding transactions” (pinks and blues) is prepared by
completing the appropriate form … … …
(c) A copy of the above list together with the copies (i.e., pink, blue and
white) of the Settlement Control Notes received as at settlement day are
then packaged together clearly marked on the outstanding Settlement
Control Notes, Dealing Day, Settlement Date, Serial No. ................ to
No. ............... and stored as completed.
(d) The original of the “list of outstanding transaction” is kept in a file and
followed-up for completion re special condition of Extension; Buying-
In, Selling-out, etc.… … … …
(e) A copy of the “list of outstanding transactions” with the appropriate
“action taken” and together with “relevant Settlement Control Notes”
are then packaged together, clearly marked on the outside Settlement
Control Notes, Dealing Date, Settlement Date, Serial No. ............. to
No. .................. and stored as completed … … …
Dealing Day
D.D. + l
D.D. + l
D.D. + 5 to D.D. + 10
D.D. + 5 to D.D. + l0
D.D. + l1
D.D. + 15
D.D. + 16
Timetable
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
286 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
S.1,B.l
S.2, B.2
S.3, B.3
S.4, B.4
SETTLEMENT PROCEDURAL GUIDELINES
Client Orders to
Brokers
Market Transaction
Market Contract
Note
Client Bought and
Sold Contract Notes
Any procedures or forms associated with client orders to Brokers are at the
discretion of Member Companies, and will not directly concern the Stock
Exchange. Brokers will take what steps they require to assure the fiduciary
nature of the instruction form the client at this stage. Section 59 of the
Securities Industry Act requires the reporting of new clients to the Stock
Exchange, and prohibits dealing with clients who have defaulted with any
Broker. The Stock Exchange will keep a confidential register of clients,
together with client records relevant to this section.
Conduct of market transactions is defined in the Dealing Rules.
(1) At the end of each Trading Session, the Selling and Buying Brokers make
out and initial a Market Contract Note. The Note is in triplicate, and supplied, at
cost, to Brokers in book form. When completed and signed by the Selling Broker,
and also signed by the Buying Broker the three copies are retained:
(a) top copy (yellow) to the Buying Broker;
(b) second copy (blue) to the Market Official;
(c) third copy (white) retained by the Selling Broker whose Note was
made out.
(2) The first and third copies then initiate the Client Contract Note which
under the legislation shall be sent out within twenty-four hours of the deal, and
also the Brokers’ accounting postings in their Settlement Ledgers.
(3) The second copy is passed to the Stock Exchange Settlement Clerk
who compiles the market price data to be passed to Quotations for the Official
List, and who maintains the central record of bargains.
(4) The Market Contract Note clarifies the terms and conditions under
which the bargain was dealt.
Individual entries as follows:
(a) Selling Broker;
(b) Transaction Date;
(c) Serial Number. The Notes are serially printed and the addition of a
code letter before the serial number identifies a specific selling broker;
(d) Settlement Date. Entered according to the day posted on the dealing
Board at the time of dealing;
(e) Number of Shares. Entered as a number;
(f) Security. Entered as abbreviated security title;
(g) Price. Entered as the match on the Dealing Board;
(h) Conditions. Entered to assist in later office procedures. Standard
conditions will also be identifiable against date of dealing. Space is
allotted for any explicit bargain condition agreed at the time of dealing;
(i) Selling and Buying Broker Signatures. Initials only required if the
broker is buying for his position. This must be stated;
(j) Client References. Space included for Brokers Office convenience only.
(1) The Securities Industry Act requires that Client Contract Notes must be
issued within twenty-four hours of the deal. The Stock Exchange does not
specify the general form of client contract notes, but use of the standard format
by Brokers will facilitate future mechanised processing.
(2) Securities Legislation requires that the Client Contract Notes clearly
identify the Member Company as a Member of the Stock Exchange does not
specify the general form of client contract notes, but use of the standard format
by Brokers will facilitate future mechanised processing.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 287
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
S.5
S.6
S.7
S.8
S.9, B.5
Selling Broker
initiates Transfer
Procedure
Return of signed
STF and stock
certificate by Selling
Client.
Certification of BTF
if the STF is to be
split.
Stock deliveries
despatched to
Buying Broker
through Central
Delivery.
Client cheques to
Brokers
(3) The Client Contract includes:
(a) the full name and registered address of the Member Company;
(b) the security and amount bought or sold;
(c) the price which shall be the price of the bargain on the Market Floor;
(d) the consideration, i.e., quantity times price;
(e) commission payable;
(f) total;
(g) account day for settlement.
(1) For use in Stock Exchange transactions a new Transfer Form (STF) has
been designed to accommodate:
(a) revised rules for alien declarations in the Securities Industry Act;
(b) removal of need for attestation of signatures specified in the
Securities Industry Act;
(c) removal of need for transferee’s signature;
(d) signature and stamping of transferee declarations by Brokers;
(e) introduction of use of Broker Transfer Form (BTF) to facilitate
delivery of split certificate.
(2) For the detailed procedure related to Transfer, reference should be made
to “The New Transfer System and Certification Procedure” Appendix IX.
(3) In respect of S.5 the Selling Broker enters on the STF the name of the
undertaking, the full description of security and amount in figures and words
and the name(s) of the seller. Having done this, either with the Sold Contract
Note, or as soon as possible thereafter, he despatches the STF for the seller’s
signature.
The Selling Client should return the transfer immediately so that it can be
pre-processed for delivery. If the certificate is not by then available, the Client
should ensure that together with the STF it is in the hands of the Selling Broker
not later than five days after the deal so that delivery to the Buying Broker can
be made on the appropriate Account Day.
(1) The Securities Industry Act contains provisions to allow the Stock
Exchange to operate a Certification Service on behalf of Company Registrars.
This is described in Appendix IX.
(1) Brokers should deliver between themselves by use of the Stock Exchange
Central Delivery. Behind the Stock Exchange Counter there are racks of
pigeonholes. The system also covers Registrars and major institutional clients.
(2) The Central Delivery point is open during office hours on all business
days, and messengers may deliver and collect from it letters or documents.
(3) On each Account Day (i.e., every tenth business day after a dealing day)
Selling Brokers deliver their STFs and stock or certified STFs or BTFs to the
Counter where the clerk distributes it to the addressee Brokers’ pigeonholes.
Buying Brokers likewise collect documents due for delivery to them. The
deadlines for this operation are:
Delivery of Stock … Not later than 9.00 a.m. each Account Day
Collection of Stock … 9.30 a.m. each Account Day
(1) The principle of the Account Day system is that, to permit management
of money positions, delivery and payment should be on the same day, and
that all payments by clients and brokers shall occur on that day.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
288 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
B.6
B.7
B.8
B.9
B.10
B.11
Receipt delivery and
payment by the
Buying Broker
Bought Transfer
Processing
STF, certificate and
cover note sent to
the Register
Registrar Functions
Despatch of
Certificate to Broker
Despatch of
Certificate
to Buying Client
(2) On the Client Contract Notes, clients would be informed that with
respect to a particular bargain, their payment in settlement to, or their
payment from the Broker would be due on the tenth business day following
the transaction in the market. Settlement of account between the client and the
broker may, however, be by private agreement between the client and the
broker before that date.
(1) Having received the STF and certificate or certified STF or BTF through
Central Delivery, the Buying Broker scrutinises for good delivery, and if
satisfied despatches the cheque, through Central Delivery, to the Selling
Broker.
(2) The deadlines for this operation are:
Delivery of Cheques—Not later than 11.00 a.m. each Account Day
Collection of Cheques—11.30 a.m. each Account Day.
Procedures for processing of bought transfers by the Buying Broker are given
in Appendix IX.
Procedures for despatch of bought transfers by the Buying Broker for
registration are given in Appendix IX. It should be noted that STFs covered
by certificates are sent direct to the Registrar via Central Delivery, but BTFs
and certified STFs must be sent through the Certification Office where the
whole set of split transfers is collated before despatch by the Stock Exchange
to the Registrar.
The Registrar scrutinises the Transfer and Certificate and registers the stock
into the name of the buyer.
The Registrar, within 30 days of receipt of the transfer, despatches new
certificate to the Buying Broker.
The buying broker delivers the certificate to the buying client.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 289
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Signature
by Seller.
Processing
of Sold
Transfers.
APPENDIX IX
THE NEW TRANSFER SYSTEM AND CERTIFICATION
PROCEDURE
1. (a) The Stock Transfer Form (STF) may be prepared and signed by the
transferor before the sale in the Market. If this is not done, the broker carrying out
the sale will prepare and send out with the contract note, or immediately thereafter,
an STF for the signature of the seller on which the security and the amount has been
entered. The seller will be asked to sign and return the transfer immediately together
with the share certificate, if held by him.
(b) Brokers should always send an unaltered STF to the seller, but if
exceptionally it proves necessary to make an alteration on a transfer form prior to
signature, the transferor should be asked to initial any amendment(s) including
“white-out” deletions.
2. The procedure of processing the sold transfer then diverges according to the
following cases:
(a) If the total share certificate is to one buyer, the selling broker will—
(i) insert the buyer’s consideration money on the STF;
(ii) place his stamp and the date in the box beside the transferor’s
signature on the STF;
(iii) place the market contract note reference and date of the
transaction relating to the transfer in the box marked “for
completion by Stock Exchange/Registrar” on the STF;
(iv) deliver the STF and the share certificate to the Stock Exchange
under cover of a transmission note indicating clearly the Buying
Broker. The Stock Exchange will scrutinise and record the
delivery, and having stamped it, place it in the Buying Broker’s
Central Delivery Box for collection.
(b) If part of the share certificate is to one buyer, the selling broker will—
(i) insert the buyer’s consideration money on the STF;
(ii) place his stamp and the date in the box beside the transferor’s
signature on the STF;
(iii) fill in, on the reverse of the STF, the number of securities
required to be registered (as on the face) and the balance, which
together must total to the number of securities on the certificate.
Complete the required form of Advice with regard to the balance
(See Attachment I) and obtain certification of the documents.
The Stock Exchange will retain the certificate and the Advice for
forwarding to the Registrar;
(iv) deliver the certified STF to the buying broker;
(v) receive from the Registrar a certificate in the name of the
transferor for the unsold balance of shares.
(c) If part or total of the share certificate is to two or more buyers the selling
broker will—
(i) leave blank the consideration money on the STF;
(ii) place his stamp in the box beside the transferor’s signature on
the STF;
(iii) cancel the lower (transferee detail) part of the STF;
(iv) fill in the details of the splits required on the reverse of the STF,
so confirming to the Stock Exchange and Registrar the shapes of
the Broker Transfer Forms (BTFs) required;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
290 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Splits
required
by Buying
Broker.
Receipt of
Transfer
Forms by
Buying
Broker.
[Not yet
imple-
mented].
(v) complete Part 1 (i.e., transferor details) of a BTF for each of the
component sales, leaving blank the consideration on the BTF. All
BTFs must represent actual sales, and the market contract note
reference and the date of the transaction must be entered on the
BTF in the box marked “for completion by Stock
Exchange/Registrar”;
(vi) fill in the balance if appropriate. A balance certificate must be
sought if the securities represented by the BTFs do not total to
those on the relevant certificate(s);
(vii) place his stamp and the date in Part 1 of each BTFs;
(viii) complete the Advice of BTFs (Attachment II);
(ix) tale the Advice, STF, the BTFs and the certificate(s) relating to
them to the Stock Exchange which will:
(A) scrutinise the documents;
(B) stamp and initial the STF and the BTFs;
(C) make available to the selling broker the BTFs for
collection that day;
(D) retain the STF and certificate(s) (together with the Advice
of BTFs);
(x) hold the certified BTFs for delivery to the buying broker on the
due Settlement Day.
3. In the case that a single bought bargain comprises two or more client orders,
and the buyer broker, therefore, requires split delivery of a single Market Contract,
the buyer broker, either at the time of exchanging the Market Contract Note or
within 48 hours of the deal, must notify the selling broker of the shapes required.
The selling broker must then, according to section 2, as may be appropriate, obtain
certified BTFs for delivery to the buying broker.
4. (a) The procedure of processing the bought transfer diverges according to
the three cases quoted in 2(a) above.
(b) If as in 2(a) above an STF covered and equated by a share certificate is
received, the buying broker will—
(i) verify that the stamp of selling broker making delivery to him
and that of the Stock Exchange appear on the STF;
(ii) insert the particulars of the transferee, including the declarations
on the reverse of the STF;
(iii) place his stamp on the appropriate box in the transferee section
of the STF;
(iv) despatch the STF and the certificate to the Registrar through the
Central Delivery System.
(c) If, as in 2(b) above, a certified STF is received, the buying broker will
take action as in 4(b) above, except that he will despatch the certified STF to the
Stock Exchange, which would be despatched to the Registrar by the Stock
Exchange, together with the Advice of Balance Certificate.
(d) If, as in 2(c) a BTF is received, the buying broker either—
(i) [on his client’s instructions holds the BTF for sale on the Market
during the period prior to the date for lodgement with the
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 291
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
Central
Procedures
with
regard to
BTFs
operated
by Stock
Exchange
and
Companies’
Registrars.
[Not yet
imple-
mented].
Registrar, over which period the transferee details are not
entered]; or
(ii) in the case that his client wishes to be immediately registered, or
in the case that he is still holding the BTF until one day before
the lodgement date he will—
(A) verify that the stamp of the selling broker making delivery
to him appears on the BTF;
(B) insert particulars of the transferee, including the
declarations on the reverse of the BTF;
(C) enter on to the BTF the consideration paid by the transferee;
(D) place his stamp on the appropriate box in the transferee
section of the BTF;
(E) not later than 9.00 a.m. on the date stamped on the BTF
indicating the final date for lodgement with the Stock
Exchange, deliver the BTF to the Stock Exchange for some
referencing to the parent STF, and despatch to the Registrar.
5. (a) On presentation, at the prescribed times, of document described in 2(c)
above, by the selling broker, the Stock Exchange Certification Office will—
(i) scrutinise the validity of the documents, rejecting if invalid;
(ii) assign and enter a reference on the STF and a sub-reference on
each BTF;
(iii) place the Stock Exchange Certification Stamp on the box
indicated on the STFs and the BTFs;
(iv) stamp the STFs and BTFs with the final date for lodgement with
the Stock Exchange (i.e., two days after the due Settlement date);
(v) enter the relevant details into the Certification Control Record;
(vi) hold the STF and the certificate(s) for despatch to the Registrar
after the BTFs have been delivered to the Stock Exchange by the
Buying Broker.
(b) On receipt of “split” STF and certificate(s) the Registrar will—
(i) check the documents, and make out and return the receipt to the
Stock Exchange;
(ii) in due course effect the registration of the stock into the names
of the transferees on the BTFs.
[(c) A BTF delivered to a buying broker may be sold by the buying client if
the transaction and the settlement of the transaction can be completed two days
before the final date for lodgement stamped on the BTF. If such further sale is to
satisfy more than one bought bargain, the BTF may be split in the following manner:
(i) the required BTFs are completed by the selling broker as in 2(c)
for the amounts of securities required, which must total to the
whole of those of the BTF being split. The principal reference on
the BTF is not transferred. The Market Contract Note reference on
the BTFs is not that of the transactions related to the new BTFs;
(ii) the selling broker presents the original BTF together with BTFs for
the components into which it is to be split to the Certification Office;
(iii) the Certification Office locates the original BTF in the
Certification Control Record, cancels the old BTF by clearly
stamping “cancelled” across it with two diagonal lines; cancels
the entry of it in the Control Record;
(iv) new sub-references under that of the original STF are assigned to
the new BTFs, and these, together with other required detail are
entered into the Control Record;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
292 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Not yet
imple-
mented].
Confine-
ment of
BTFs to
the Market
[Not yet
imple-
mented].
(v) the cancelled BTF is filed;
(vi) the new BTFs are stamped for both certification and lodgement date
and made available to the selling broker through Central Delivery].
(d) All BTFs must be delivered to the Certification Office not later than
0900 a.m., on the day for lodgement stamped on them, the Certification Office
will then—
(i) sort the BTFs into reference order;
(ii) reconcile the BTFs with the Certification Control Record;
(iii) marry the BTFs to the STFs and certificate(s) to which
they relate;
(iv) mark the entries for the STFs and BTFs in the Certification
Control Record as “Despatched to Registrar”;
(v) despatch the STFs and BTFs to the Registrar under a copy
of the Advice Note, the receipt for which will be returned by
the Registrar;
(vi) ensure a copy of the control sheet, and receipt, is filed.
(e) Under Stock Exchange Rules a Broker failing to return a BTF by the
deadline may be fined, and in the event of consistent default, the service would be
withdrawn from the Member Company concerned.
[(f) Unless otherwise requested by the Broker, any STF for which the market
contract note date is within ten days or less of the final date for lodgement will be
stamped for lodgement on the next final date. All BTFs, and sub-BTFs related to an
STF will always be stamped with the lodgement date of the STF].
6. BTFs may only be passed between selling and buying brokers, the Stock
Exchange and the Companies’ Registrars. Stock Exchange Rule 218 penalises any
broking member company infringing this procedure. [Brokers must not hold BTFs
in blank (i.e., with buyers name not entered) on behalf of a client without the client’s
knowledge, and holding of a BTF in blank on behalf of a client shall be treated as
safe custody of stock].
Reproduction on BTFs of matters contained on the STF
7. Common information on the STF and the BTF may be reproduced by carbon
paper or photographic means, but broking companies must ensure the clarity and
indelibility of such process. All BTFs used must be the standard blue Stock
Exchange printed forms, to ensure immediate identification.
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 293
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
PROCEDURES FOR DELIVERING TRANSFERS AND
CERTIFICATION ITEMS TO THE STOCK EXCHANGE
(Reference to Appendix IX)
Straight Transfer
The following is required in the following order:
1. Settlement Control Note (Listing the splits and stating “STF” in the section marked
“Remarks”).
2. A letter addressed to the Buying Broker (BB).
3. Stock Transfer Form listing the information required.
4. Certificates (of more than two, a tape is applicable).
When securities are brought by your own firm the following are needed:
1. Settlement Control Note.
2. A letter addressed to the Registrars.
3. Follow through on 3 and 4 from the above list.
(Please note that on the STF the Buying Client’s name must be typed or written in before
forwarding to this office).
Straight transfers, especially in the case when the Buying Broker (BB) is another member
firm, should reach the Exchange on the 9th day to ensure delivery to the buying broker on the
morning of the 10th day.
Certification Items
The following is required in the order listed:
1. Settlement Control Note (Listing the split and stating “BTF” in the section marked
“Remarks”).
2. BTF Advice or STF Advice (if the number of Certificates exceed the required space on
these forms, please indicate “PTO” and type the information on the reverse side of the
advice).
3. Stock transfer form listing the information required (please ensure that the required split
section is filled out, and that the amount placed on the front section indicates the total
amount for consideration).
4. Certificates (if more than two, a tape is applicable).
5. Broker Transfer Forms (where applicable). These should be arranged in date order. (Please
note that a BTF must only carry transactions on one given date).
Certification items must reach the Exchange by the fifth day after trading, giving the buying broker
sufficient time to indicate to the selling broker the splits required (which is 48 hours after trading).
When delivery is being made to the Stock Exchange, all straight transfers, certification items and
BTFs returns must be placed in separate envelopes, indicating on the envelope contents inside.
When there is a problem to obtain photocopies of the SCN, a slip of paper the same size as the
SCN can be utilised, but the information must be written in detail for ease of reference.
In order to keep proper records of certification items at your office, it is important on receipt of
the BTFs from the Exchange, the Exchange reference number should be placed on the copy of the
advice held at your office for future references.
Certified Items
When certified BTFs and STFs are being delivered to the buying broker, a copy of the letter from
the selling broker to the buying broker must be presented to the Exchange to ensure that delivery
was made. It would be to your benefit in your office to quote the Exchange’s reference number on
your letter. Any follow-up procedures by this office or the Registrars are done strictly by our
reference number.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
294 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
PROCEDURES FOR THE DELIVERY OF BALANCE
CERTIFICATES/CERTIFIED RECEIPTS TO
THE EXCHANGE
The following is required, in the order listed, for the delivery of Balance Certificates:
(1) Letter of request for Certified Receipt (See specimen attached).
(2) (a) Settlement control note or copy thereof listing only the split, being delivered and stating
“BTF” or “STF” in the section marked “remarks” (i.e., BTF/STF—Number of shares).
(b) On settlement control note mark in RED “C/R” on the top right hand corner. This will
indicate that a Certified Receipt is required for the Balance.
(3) BTF advice of STF advice (if the number of Certificates exceed the required space on these
forms please indicate “PTO” and type the information on the reverse side of the advice).
(4) Stock transfer form listing the information required (please ensure that the required splits section
is filled out, and the amount placed on the front section indicating the amount for consideration). A RED
stickermust be placed on the STF to show a Certified Receipt is required (bottom right hand corner) or
stock transfer form listing the information required (leaving blank the areas which record the number of
shares/units sold). In the section which records splits, ensure the required amounts are filled in leaving
blank “total” and “balance due to seller”.
(5) Certificates (if more than two, a tape is applicable).
(6) Broker transfer forms (where applicable) please note that a BTF must only carry
transactions on one given date.
NOTE:
(i) These certification items must reach the Exchange by the third day after trading,
giving the buying broker sufficient time to indicate to the selling broker the
splits required (which is 48 hours after trading). Further splits will not be
entertained.
(ii) These items should be placed in a separate envelope recording on the outside of
the envelope “Balance Certificate”.
(iii) The exchange will notify your office by telephone (within 24 hours) that the
Certified Receipt i s ready for delivery. Your broker/dealer would be able to sign
and pick up the receipts on any given trading day.
(iv) If your company failed to execute a sale(s) for the balance or part thereof by
the date specified under “last day for trading on this receipt
...............................” the receipt must be returned within 24 hours to this office
for cancellation.
All Certified “STFs” and “BTFs” must be returned to the Exchange, Registrars have
been instructed not to receive any unbalanced items.
On the execution of a sale for the amount on the receipt or part thereof the following
are required in the order listed:
(a) settlement control note or copy thereof listing only the splits being delivered and
stating “BTF” or “STF” in the section marked “Remarks” (i.e., BTF/STF–Number of
shares);
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 295
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
PRO FORMA
General Manager, (Member Company)
Trinidad and Tobago Stock Exchange (address)
65, Independence Square
Port-of-Spain
Dear Sir,
TRADING IN CERTIFIED RECEIPTS
We hereby request a Certified Receipt for (500) units of (Agostini’s $1.00 ord. shares) which
represents the balance now required to be sold of the attached certified No. (12345) for (2,000)
units in the name of (transferor) or (address) of which (1,500) units were sold by MCN No. (00001)
on (dealing date).
We undertake to comply with the conditions laid out in respect of the issue of such
certified receipt.
Yours sincerely,
.................................................
(Stockbroker)
(b) Advice of Certified Stock/Broker Transfer Forms (if the number of certificates which
were previously submitted, exceed the required space on these forms, please indicate
“PTO” and type the information on the reverse side of the advice). All splits including the
ones previously submitted are applicable [Attachment III];
(c) Stock Transfer Form listing all relevant information required. (Please ensure that the
amount placed on the front section represents the total consideration or part thereof from
the certified receipt). In the event that the STF held at the Exchange pertaining to the
transaction was in accordance with the alternate method in section (4) the aforementioned
procedure is not applicable;
(d) Certified Receipt;
(e) Broker Transfer Forms (where applicable). (Please note that a BTF must only carry
transactions on one given date).
NOTE:
(i) These certification items must reach the Exchange within forty-eight hours
after the last day for trading on the receipt giving the buying broker sufficient
time to indicate to the selling broker the splits required. (Further splits will not
be entertained).
(ii) All documents pertaining to a Balance Certificate Transaction will carry the
same reference number.
(iii) In the event that a sale was executed by a Certified Receipt the Exchange will
return the original “BTF” or “STF” Advice (cancelled) to your office in order to
facilitate you in keeping proper record.
(iv) List of Registrars’ cut-off dates is attached for ease of reference.
(v) Please ensure that a clerk from your office is available if the Exchange’s
Settlement Department needed to have a stock transfer form completed.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
296 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
...........................................
...........................................
...........................................
No.
STF Reference
I have to acknowledge receipt of your letter of ......................................................................................................
enclosing Certificate(s) for .......................................................................................................... (amount of
stocks/shares), and notifying that transfer(s) representing ..............................................................................
(amount of stocks/shares) have been certified by you.
for ................................................................................................................. (name of company)
.................................................................................................................. Secretary/Registrar.
To: The Settlements Department, TRINIDAD AND TOBAGO STOCK EXCHANGE
Please acknowledge receipt of certificate(s) and
this Advice by completion and return to me, at
your earliest convenience, of the attached slip.
Settlements Department,
Trinidad and Tobago Stock Exchange
and for which a Balance Certificate in the name of the present registered holder for ............................................
(amount) stocks/shares is required, which should be sent, through the Stock Exchange Central Delivery to
(Stamp of Selling Broker).
Total transferred
to meet Stock Transfer Form(s) carrying the above reference, for the following amount(s) of securities, which
have been certified by the Stock Exchange:
ATTACHMENT I
Total
Amount of SecuritiesNo. of Certificate
Transferor
Security
I enclose the following share certificate(s) of your Company:
ADVICE OF CERTIFIED STOCK TRANSFER FORM(S) WHEN BALANCE
CERTIFICATE IS REQUIRED
NOTE: To be made out in triplicate by selling broker. One (1) copy to be retained, two (2) to be sent to Stock
Exchange, one of which will be sent to the Registrar.
No.
TO: THE SECRETARY/REGISTRAR ......................................................................................... (Name of Company)
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 297
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Trinidad and Tobago Stock Exchange Rules [Subsidiary]
A balance certificate in the name of the present registered holder is required for ..................................................
stocks/shares which should be sent through the Stock Exchange Central Delivery to (Stamp of Selling Broker).
(delete if BTFs have been certified for all the above securities)
.........................................
.........................................
.........................................
.........................................
.........................................
.........................................
No.
.........................................
.........................................
.........................................
STF Reference
I have to acknowledge receipt of your letter of .....................................................................................................
enclosing Certificate(s) for ........................................................................................................................................
stocks/shares, and notifying that transfer(s) representing ..............................................................................
stocks/shares have been certified by you.
for ................................................................................................................. (Name of Company)
.................................................................................................................... Secretary/Registrar.
To: The Settlements Department
TRINIDAD AND TOBAGO STOCK EXCHANGE
Please acknowledge receipt of certificate(s) and
this advice by completion and return to me, at
your earliest convenience, of the attached slip.
Settlements Department,
Trinidad and Tobago Stock Exchange
The Broker Transfer Forms have been stamped as required to be lodged with you on ..........................................
and will be available for collection from the Stock Exchange Counter at 10.00 a.m. on the following day.
Total transferred
Together with the Stock Transfer Form(s), to meet Broker Transfer Forms for the following amounts certified
by the Stock Exchange.
ATTACHMENT II
Total
Amount of SecuritiesNo. of Certificate
Transferor
Security
I enclose the following share certificate(s) of your Company:
ADVICE OF CERTIFIED BROKER TRANSFER FORMS
NOTE: To be made out in triplicate by selling broker. One (1) copy to be retained, two (2) to be sent to Stock
Exchange, one of which will be sent to the Registrar.
No.
TO: THE SECRETARY/REGISTRAR ......................................................................................... (Name of Company)
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
298 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
A balance certificate in the name of the present registered holder is required for ...............................................
stocks/shares which should be sent through the Stock Exchange Central Delivery to (Stamp of Selling Broker).
(delete if BTFs have been certified for all the above securities).
.........................................
.........................................
.........................................
.........................................
.........................................
.........................................
No.
.........................................
.........................................
.........................................
STF Reference
I have to acknowledge receipt of your letter of .....................................................................................................
enclosing certificate(s) for .........................................................................................................................................
stocks/shares, and notifying that transfer(s) representing ..............................................................................
stocks/shares have been certified by you.
for ....................................................................................................................... (Name of Company)
To: The Settlements Department
TRINIDAD AND TOBAGO STOCK EXCHANGE
Please acknowledge receipt of certificate(s)
and this advice by completion and return to me,
at your earliest convenience, of the attached slip.
Settlements Department,
Trinidad and Tobago Stock Exchange
The Broker Transfer Forms have been stamped as required to be lodged with you on .......................................
and will be available for collection from the Stock Exchange Counter at 10.00 a.m. on the following day.
Total transferred
Together with the Stock Transfer Form(s), and/or Broker Transfer Forms carrying the above reference for the
following amounts, certified by the Stock Exchange.
ATTACHMENT III
Total
Amount of SecuritiesNo. of Certificate
Transferor
Security
I enclose the following share certificate(s) of your Company:
ADVICE OF CERTIFIED STOCK/BROKER TRANSFER FORMS
NOTE: To be made out in triplicate by selling broker. One (1) copy to be retained, two (2) to be sent to Stock
Exchange, one of which will be sent to the Registrar).
No.
TO: THE SECRETARY/REGISTRAR ......................................................................................... (Name of Company)
[Subsidiary] Trinidad and Tobago Stock Exchange Rules
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
(APPENDIX) Securities Industry Chap. 83:02 299
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
[Subsidiary]
SECURITIES INDUSTRY BYE-LAWS
ARRANGEMENT OF BYE-LAWS
BYE-LAW
PART I
PRELIMINARY
1. Citation
2. Interpretation.
3. Fees.
4. Forms.
PART II
THE SECURITIES AND EXCHANGE COMMISSION
5. Application
6. General conduct.
7. Transaction.
8. Reporting to the Minister or Commission.
9. Disclosure of interest.
PART III
SELF-REGULATORY ORGANISATIONS
10. Application for registration.
11. Free capital.
12. Capital requirements.
13. Prescribed records.
PART IV
REGISTRATION OF MARKET ACTORS
14. Application for registration as market actor.
15. Record keeping by registrant.
16. Adequate precautions and access.
17. Exemption from record keeping
18. Blotters.
19. Ledgers.
20. Ledger account.
21. Securities record.
22. Order and instructions.
23. Confirmation and notice.
24. Cash and margin account.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
300 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
ARRANGEMENT OF BYE-LAWS—Continued
BYE-LAW
25. Option records.
26. Quarterly record.
27. Time for keeping records.
28. Filing of financial statements.
PART V
MARKET CONDUCT AND REGULATION
29. Confirmation of trade.
30. Financial information to customer by broker.
31. Enquiries concerning client.
32. Executing order name or code.
33. Standards of investment for filing.
34. Separate supervision of accounts and of pooling.
35. Unencumbered securities held under safekeeping agreement.
36. Trust accounts.
37. Statement of accounts.
38. Missing, lost, etc., security.
PART VI
DISTRIBUTIONS
39. Variation of requirements.
40. Presentation of content of prospectus.
41. Circular annual report.
42. Disclosure in prospectus where expert has interest.
43. Further consents.
44. Limited offerings.
PART VII
FINANCIAL STATEMENTS
45. Financial statements in prospectus of issuer other than mutual fund.
46. Additional contents of prospectus and acquisition of business.
47. Statements of assets coverage and earnings coverage in prospectus.
48. Estimates of future earnings in prospectus.
49. Financial statements of subsidiary.
50. Unconsolidated financial statements.
51. Approval of financial statements in prospectus.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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BYE-LAW
52. Financial statements not requiring audit.
53. Issue of receipt for prospectus.
PART VIII
REGISTRATION OF ISSUERS AND SECURITIES
54. Registration statements.
55. Interim financial statement.
56. Comparative financial statements.
57. Relief from certain requirements.
58. Filing of material sent to security holders or filed abroad.
PART IX
CONFLICTS OF INTEREST
59. Interpretation.
60. Designation of related party or connected party.
61. Conflict of interest rules statement.
62. Limitations on trading.
63. Confirmation and reporting of transactions.
64. Limitations on advising.
65. Limitations on the exercise of discretion.
PART X
CONTINGENCY FUND
66. Definitions.
67. Purpose of fund.
68. Administration of fund.
69. Contribution to the fund.
70. Accounting for the fund.
71. Appointment of auditors.
72. Scope of the fund.
73. Procedure.
74. Power of trustees.
75. Refusal of claims.
76. Winding up of fund.
SCHEDULE 1—Fees.
SCHEDULE 2—Forms.
SCHEDULE 3—Conflict of Interest Rules Statement.
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LAWS OF TRINIDAD AND TOBAGO
[Subsidiary]
102/1997.
[85/2000
47/2006].
Citation.
Interpretation.
[32 of 1995].
Fees.
Schedule l.
Forms.
Schedule 2.
Application.
SECURITIES INDUSTRY BYE-LAWS
made under section 131(7)
PART I
PRELIMINARY
1. These Bye-laws may be cited as the Securities Industry
Bye-laws.
2. In these Bye-laws, “the Act” means the Securities
Industry Act.
3. The fees payable under the Act are those set out in
Schedule 1.
4. The forms herein referred to are those contained in
Schedule 2 and such forms shall be used in all cases to which
they are applicable, and may be modified as directed by the
Commission to meet other cases.
PART II
THE SECURITIES AND EXCHANGE COMMISSION
5. (1) This Part applies to—
(a) each member of the Commission;
(b) the General Manager; and
(c) each officer, clerk or other person who is
employed by the Commission or who holds
office or an appointment under the Act or these
Bye-laws, or any person to whom any authority
has been delegated by the Commission.
(2) Bye-laws 5 and 6 do not apply to transactions in—
(a) personal promissory notes; or
(b) securities issued by or guaranteed by the
Government of the Republic of Trinidad and
Tobago or any municipal corporation or
statutory boa rd in Trinidad and Tobago or by a
foreign Government.
UNOFFICIAL VERSION
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32 of 1995.
General
conduct.
(3) Bye-law 7 does not apply to an associate within the
meaning of paragraph (d) of the definition of “associate” in
section 3 of the Act where that associate effects the purchase or
trade in his sole discretion and, where applicable, provides the
necessary funds from his personal resources.
6. No person to whom this Part applies shall—
(a) engage directly or indirectly in any personal
business transaction or private arrangement for
personal profit which accrues from or is based
upon his official position or authority or upon
confidential or non-public information which he
gains by reason of such position or authority;
(b) act in a manner that might result in or create the
appearance of—
(i) a public office being used for private
benefit, gain or profit;
(ii) a person receiving preferential treatment;
(iii) loss of independence or impartiality; or
(iv) loss of public confidence in the integrity
of the Commission;
(c) divulge or release, in advance or otherwise,
confidential, non-public or official information
to a person unless authorised under the Act or
these Bye-laws;
(d) act as an official in a matter in which he has a
personal interest;
(e) be involved, directly or indirectly, in any
business or financial affairs in respect of matters
which may conflict with his official duties or
responsibilities; or
(f) without the written permission of the Minister,
hold office in or be a director of a reporting issuer,
other than a non-profit or charitable corporation.
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Transaction.
Reporting to the
Minister or
Commission.
7. (1) No person mentioned in bye-law 5(1)(c) shall,
whether directly or through an associate, purchase or trade in a
security of an issuer with knowledge of a material fact or
material change in respect of that issuer that he knows or ought
reasonably to know has not been generally disclosed.
(2) No person to whom this Part applies shall—
(a) where he knows a fact or change in the affairs of
an issuer and that the fact or change is a material
fact or change, inform, other than in the
necessary course of duty, another person of that
material fact or change before it has been
generally disclosed;
(b) purchase or trade in a security of an issuer when
in respect of any security held or issued by that
issuer—
(i) a filing by way of prospectus or amended
prospectus is being processed;
(ii) 90 days have not elapsed since the date
on which a receipt for the prospectus
was issued;
(c) purchase or trade in securities of—
(i) an issuer whose status is, under the Act or
these Bye-laws, being investigated or
otherwise considered to determine the
application of a provision of the Act or
these Bye-laws; or
(ii) a person who is involved in a pending
investigation by the Commission or who
is involved in a proceeding before the
Commission or to which the Commission
is a party.
8. (1) At the time of taking office or employment with the
Commission, a person referred to in bye-law 5(1) shall provide a
report disclosing his direct or indirect beneficial ownership of, or
control or direction over, securities to the Minister—
(a) in the case of members of the Commission, to
the Minister;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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Disclosure of
interest.
Application for
registration.
Free capital.
(b) in the case of all other such persons, to the
Chairman of the Commission.
(2) Each member of the Commission shall report to the
Minister, and every other person referred to in bye-law 5(1)(b) or
(c) shall report to the Commission, within 14 days following the
end of the month in which a change occurs in his direct or
indirect beneficial ownership of, or control or direction over,
securities, disclosing—
(a) his direct or indirect beneficial ownership of, or
control or direction over, securities at the end of
that month; and
(b) the change or changes that occurred during that
month.
(3) The Minister may require a person to dispose of a
security acquired as a result of an unintentional or accidental
violation of bye-law 9.
9. Every person referred to in bye-law 5 who—
(a) has any interest in a security, or any personal
interest in any issuer or project that is the subject
or part of the subject of any matter assigned to
him as part of his duties; or
(b) had prior employment or relationship to any
person or project which may prejudice or affect
his work on any assignment,
shall—
(c) if he is a member of the Commission, advise the
Minister; or
(d) in any other case, advise the Chairman of the
Commission.
PART III
SELF-REGULATORY ORGANISATIONS
10. Application for registration as a self-regulatory
organisation under Part IV of the Act shall be made on Form No. 1.
11. (1) For the purposes of sections 54(4) and 56(3) of the
Act, free capital shall be capital which is held in the form of fixed
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or other deposits with a financial institution licensed under the
Financial Institutions Act and held in the form of securities as
approved by the Commission, for the purpose of meeting claims
that may arise against a broker or dealer, as the case may be.
(2) For the purposes of section 54(4)(a) of the Act, the
minimum free capital shall be of a value of at least fifty thousand
dollars.
(3) For the purposes of section 54(4)(b) of the Act, the
minimum free capital shall be the value of at least five hundred
thousand dollars.
(4) For the purposes of section 56(3)(a) of the Act, the
minimum paid up capital or the minimum free capital, as the case
may be, shall be the value of at least one million dollars.
(5) For the purposes of section 56(3)(b) of the Act, the
minimum paid up capital or the minimum free capital, as the case
may be, shall be the value of at least five million dollars.
12. (1) For the purposes of section 59(3)(d)(ii) of the Act,
the capital requirement for an applicant for registration as—
(a) an underwriter, shall be five million dollars; or
(b) an investment adviser, shall be fifty thousand dollars.
(2) For the purposes of section 60(2)(d) of the Act, the
level of capitalisation for an applicant for registration as a
securities company shall be as follows:
(a) where the securities company is to carry on the
business of broking only, four hundred
thousand dollars;
(b) where the business of the securities company is
to extend to equities and other securities, one
million dollars;
(c) where the securities company is to carry on
other activities in addition to broking for which
registration under the Act is required, five
million dollars.
Ch. 79:09.
Capital
requirements.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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L.R.O.
13. For the purposes of section 47(1)(a) of the Act, a self-
regulatory organisation shall prepare and keep—
(a) a record of all transactions in securities crossing
the floor of that self-regulatory organisation and
the record shall identify the buying and selling
brokers, the price, quantity and name of the
securities as well as the names of the buyers and
sellers of the securities;
(b) an annual report containing the report of its Board
of Directors and the annual financial statements;
(c) a record of all disciplinary matters involving
members of the self-regulatory organisation,
detailing the nature of the matter and the
actions taken.
PART IV
REGISTRATION OF MARKET ACTORS
14. (1) Application for registration as a broker, dealer,
trader, investment adviser or underwriter under Part IV of the Act
shall be made on Form No. 2 and application for registration as a
securities company shall be made on Form No. 3.
(2) An application referred to in paragraph (1) shall be
accompanied by the relevant fee.
15. A registrant registered under Part IV of the Act shall maintain
at its head office, or where its head office is located outside of Trinidad
and Tobago at its chief place of business in Trinidad and Tobago—
(a) records that clearly record all of its business
transactions and financial affairs that are
conducted in Trinidad and Tobago;
(b) records mentioned in bye-laws 18 to 27.
16. A registrant may only record or store information using
mechanical, electronic or other devices if—
(a) the method used is not prohibited by law;
(b) he takes adequate precautions, appropriate to the
methods used, to guard against falsification of
the information recorded or stored; and
Prescribed
records.
Application for
registration as
market actor.
Record keeping
by registrant.
Adequate
precautions and
access.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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Exemption from
record keeping.
Blotters.
Ledgers.
(c) he provides a means for making the information
available in an accurate and intelligible form
within a reasonable time to any person lawfully
entitled to examine the information.
17. Where the Commission considers that it would not be
appropriate to the business of a registrant, a class of registrant or
registrants generally to require the keeping of a record referred to
in bye-laws 18 to 27, it may, in writing, make an order exempting
a particular registrant, a class of registrant or registrants
generally from maintaining all or some of those records.
18. Blotters or other records of original entry of a registrant
under Part IV of the Act shall contain an itemised daily record of—
(a) all purchases and sales of securities;
(b) all receipts and deliveries of securities including
certificate numbers;
(c) all receipts and disbursements of cash;
(d) all other debits and credits;
(e) the account for which each transaction was
affected;
(f) the name of the securities to which each
transaction recorded applies, their class or
designation and their number or value;
(g) the unit and aggregate purchase or sale price, if
any; and
(h) the trade date and the name or other designation
of the person from whom the securities were
purchased or received or to whom they were
sold or delivered.
19. Ledgers or other records of a registrant under Part IV of
the Act shall reflect—
(a) in detail, the assets, liability and capital accounts
and the income and expenditure accounts;
(b) securities in transfer;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 309
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L.R.O.
Ledger account.
Securities
record.
Order and
instructions.
(c) dividends and interest received;
(d) securities borrowed and securities loaned;
(e) money borrowed and money loaned, together
with a record of related collateral and
substitutions in the collateral; and
(f) securities that the registrant should have but has
not received or has failed to deliver.
20. Ledger accounts or other records of a registrant under
Part IV of the Act shall be itemised separately showing—
(a) each cash and margin account of each client;
(b) all purchases, sales, receipts and deliveries of
securities and commodities for the account; and
(c) all other debits and credits to the account.
21. A securities record of a registrant under Part IV of the
Act shall show separately for each security, as at the trade date or
settlement date—
(a) all long and short positions, including securities
in safekeeping, carried for the registrant’s
account or for the account of clients;
(b) the location of all securities sold long, and the
position offsetting securities sold short; and
(c) in all cases, the name or designation of the
account in which each position is carried.
22. A record of each order and any other instructions given or
received, for the purchase or sale of securities, whether executed
or not, shall show with respect to each order and instruction—
(a) its terms and conditions;
(b) any modification or cancellation of it;
(c) the account to which it relates;
(d) where it is placed by an individual, other than—
(i) the person in whose name the account is
operated; or
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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Confirmation
and notice.
Cash and margin
account.
(ii) the individual who is duly authorised to
place orders or instructions on behalf of a
client that is a company, the name or
designation of the individual placing it;
(e) its time of entry and, where applicable, a
statement that it is entered under the exercise of
a discretionary power of the registrant or
registrant’s employee;
(f) the price at which it was executed; and
(g) where practicable, the time of its execution or
cancellation.
23. A confirmation and notices record shall consist of—
(a) a copy of every confirmation for each purchase
and sale of securities required by section 89 of
the Act; and
(b) a copy of every notice of all other debits and
credits of securities cash and other items for the
accounts of clients.
24. Subject to bye-law 29(2), a record of cash and margin
accounts shall show, with respect to each cash account and
margin account for each client—
(a) the name and address of the beneficial owner of
the account and of the guarantor, if any;
(b) where the trading instructions are accepted from
a person other than the client, written
authorisation or ratification from the client
naming that person; and
(c) in the case of a margin account, an executed
margin agreement containing the signature of
the beneficial owner and the guarantor, if any,
and any additional information required under
bye-laws 29 and 30, but in the case of a joint
account or an account of a company, the record
is required only in respect of the person duly
authorised to transact business for the account.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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L.R.O.
Option records.
Quarterly
record.
Time for
keeping records.
Filing of
financial
statements.
25. An options record shall show—
(a) all puts, calls, spreads, straddles and other options
granted or guaranteed by the registrant or in
which he has any direct or indirect interest; and
(b) the identification of the securities to which the
put, call, spread, straddle or other option relates.
26. (1) A quarterly record shall be prepared within a
reasonable time after the end of each quarter, showing—
(a) the proof of money balances of all ledger
accounts in the form of trial balances;
(b) a reasonable calculation of the minimum free
capital required under sections 54(4) and 56(3)
of the Act.
(2) Where a securities company is not a member of a
self-regulatory organisation, it shall submit the records mentioned
in paragraph (1) to the Commission at the end of each quarter.
27. Registrants registered under Part IV of the Act shall keep
records of—
(a) unexecuted orders and instructions under
bye-law 22 and confirmation under bye-law 23
for a period of at least two years; and
(b) executed orders and instructions under bye-law 22
for a period of at least five years.
28. A registrant, other than a trader, shall file annually and at
any other time as the Commission may require, with the
Commission audited financial statements as to his financial
position that are—
(a) in a form satisfactory to the Commission; and
(b) certified by him or, in the case of a company, a
director, within ninety days of the end of each
financial year or in the case of an individual,
before 1st April in each year.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
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LAWS OF TRINIDAD AND TOBAGO
Confirmation of
trade.
Financial
information to
customer by
broker.
PART V
MARKET CONDUCT AND REGULATION
29. (1) Where a registered broker conducts a transaction for a
client, he shall send to the client within twenty-four hours after the
sale or purchase a written confirmation of the transaction setting out
the required information in accordance with paragraph (2).
(2) Where a trading transaction is made in a security, the
confirmation of that transaction shall set out—
(a) whether or not the registered broker acted as
principal or agent;
(b) the price at and the consideration for which the
sale or purchase was effected;
(c) the commission charged in connection therewith
and any other charges;
(d) the other registered broker or dealer, if any,
involved in the sale or purchase; and
(e) the date and time at which the purchase or sale
took place.
30. (1) Subject to paragraph (2), a registered broker shall—
(a) when requested by a client, provide the client with—
(i) a copy of the most recently prepared
annual statement of the broker’s financial
condition, as filed with the Commission
or with the self-regulatory organisation of
which the broker is a member;
(ii) a list of the names of the partners or
directors and senior officials of the
securities company prepared and certified
as of a date not more than thirty days
before the request; and
(b) inform its clients on every statement of account or
by other means approved by the Commission that
the information referred to in subparagraph (a) is
available on request.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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Enquiries
concerning
client.
Executing order
name or code.
Standards of
investment for
filing.
(2) Where the Commission determines that a broker is
subject to conditions of registration or to regulations imposed by
a self-regulatory organisation that require provision of other
appropriate information to clients similar to the information
required under paragraph (1), the Commission may, on terms it
considers appropriate, exempt the broker from the need to
comply with paragraph (1).
31. (1) Every registrant registered under Part IV of the Act
shall make enquiries concerning each client—
(a) to establish—
(i) the identity and, where applicable, the
creditworthiness of the client; and
(ii) if information known to the registrant
causes doubt as to whether the client is of
good reputation, the reputation of the
client; and
(b) to determine the general investment needs and
objectives of the client and the suitability of a
proposed purchase or sale for that client.
(2) Subparagraph (1)(b) does not apply to a broker in
respect of a trading transaction executed by him on the
instructions of an investment adviser, portfolio manager, another
broker, a financial institution or an insurance company.
32. Where an investment adviser or portfolio manager opens
and trades an account on behalf of a client and executes the client’s
orders in its own name or identifies the client by means of a code or
symbol, a broker who transacts business with that investment
adviser or portfolio manager concerning those orders shall establish
the creditworthiness of the investment adviser or portfolio manager
but need not otherwise determine the suitability of a trade for the
client of the investment adviser or portfolio manager.
33. (1) A registrant shall develop written policies that
maintain standards ensuring fairness in the allocation of
investment opportunities among its clients.
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Separate
supervision of
accounts and of
pooling.
Unencumbered
securities held
under
safekeeping
agreement.
Trust accounts.
Statement of
accounts.
(2) The registrant shall file a copy of its policies under
paragraph (1) and shall give a copy of these policies to each client.
(3) This bye-law shall come into effect upon the
expiration of six months from the commencement of the Act.
34. A registrant shall ensure that—
(a) the account of each client is supervised
separately and distinctly from the accounts of
other clients; and
(b) except in the case of a mutual fund or pension
fund, an order placed on behalf of one client is
not pooled with that of another client.
35. A registrant who holds unencumbered securities for a
client under a written safekeeping agreement shall—
(a) keep them separate and apart from all other
securities;
(b) identify them in his security position record,
client’s ledger and statement of accounts as
being held in safekeeping for a client; and
(c) release the securities from the safekeeping
agreement only on instructions of the client.
36. For the purposes of section 87A(1)(a) and (b) of the Act,
the time within which payment shall be made into the trust
account shall be three working days.
37. (1) Where a client has a debit or credit balance with a
registrant or a registrant is holding a client’s securities, the
registrant shall send a statement of account to that client at the
end of each month in which the client effects a transaction.
(2) Subject to paragraph (1), where a registrant is
holding a client’s funds or securities on a continuing basis, the
registrant shall forward, not less than once in every three months,
a statement of account to the client showing any debit or credit
balance and the details of any securities held.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
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L.R.O.
Missing, lost,
etc., security.
Variation of
requirements.
Presentation of
content of
prospectus.
(3) A statement of account sent under paragraph (1) or (2)
shall indicate clearly which securities are held for safekeeping.
(4) The Commission may, if it considers that it would
not be harmful to the public interest, vary the requirements of
paragraph (1) as it applies to any registrant.
38. For the purposes of section 97(1)(a) of the Act, the
information to be filed with the Commission in relation to a
missing, lost, counterfeit or stolen security shall include the name
of the security holder, the amount or value of the security, the name
of the issuer of the security, any identification number or marks and
such other information as the Commission may request.
PART VI
DISTRIBUTIONS
39. The Commission may, in writing, vary a requirement of
this Part in respect of a particular issuer’s prospectus if the
variation—
(a) does not inhibit full, true and plain disclosure; and
(b) is necessary for full, true and plain disclosure.
40. (1) Every prospectus shall have the following printed on
the outside front cover:
“The Securities and Exchange Commission has not in any
way evaluated the merits of the securities offered hereunder
and any representation to the contrary is an offence.”
(2) Except where the Commission determines that to
permit the inclusion of specific graphs, photographs or maps
would be misleading or detract from the readability of the
prospectus, the prospectus may contain—
(a) graphs that are relevant to matters dealt with in
the text;
(b) photographs, if they depict only the product of
the issuer; and
UNOFFICIAL VERSION
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Circular annual
report.
(c) maps for the purpose of indicating the locations
for property or operations present or proposed
of the issuer.
(3) The information contained in a prospectus may be
expressed in a condensed or summarised manner that does not
obscure the required information or other information necessary
for preventing the required information from being incomplete
or misleading.
(4) The information contained in a prospectus shall—
(a) be presented in narrative form;
(b) be set out under appropriate headings or
captions reasonably indicative of the principal
subject matter set out under them; and
(c) contain a reasonably detailed table of contents.
41. (1) Subject to paragraph (2), where an expert is named
in a prospectus, block distribution or in any record used in
connection with or accompanying the foregoing documents as
having prepared or certified any part or all of it, including a
report or valuation used in or in connection with it, the written
consent of that person to being named and as authorising the use
of the report or valuation shall be filed no later than when the
prospectus, block distribution circular or annual report is filed.
(2) The Commission may, if it considers that obtaining
the written consent referred to in paragraph (1) is impracticable
or may involve undue hardship, waive the requirement as to
filing referred to in paragraph (1).
(3) An expert who is an accountant or an auditor shall,
in his written consent—
(a) refer to his report, stating the date of it and the
dates of the financial statements on which the
report is made; and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 317
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Disclosure in
prospectus
where expert
has interest.
Further
consents.
Limited
offerings.
(b) include a statement to the effect that he has read
the prospectus, block distribution circular, or
annual report and has no reason to believe that
there are any misrepresentations in it that—
(i) may be derived from the financial
statements on which he reported; or
(ii) are within his knowledge as a result of his
audit of the financial statements.
42. Where the consent of the expert referred to in bye-law
41(1) is required to be filed under that bye-law and that person—
(a) has received or expects to receive an interest,
direct or indirect, in the property of the issuer or
of an associate or affiliate of the issuer;
(b) beneficially owns, directly, a security of the issuer
or of an associate or affiliate of the issuer; or
(c) is expected to be or is in fact elected,
appointed or employed as a director, officer or
employee of the issuer or of an associate or
affiliate of the issuer,
the issuer shall disclose in the prospectus, block distribution
circular or annual report the interest, ownership or expectation or
fact, as the case may be.
43. Where a change is proposed to be made in a prospectus
which, in the opinion of the Commission, materially affects a
consent given under bye-law 41, the Commission may require a
further written consent to be obtained and filed under that bye-
law before accepting the prospectus, block distribution circular,
or annual report for filing.
44. For the purposes of section 75(4) of the Act, the time
within which the offer is to be made is twenty-eight days from the
date on which the agreement is filed with the Commission.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
318 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Financial
statements in
prospectus of
issuer other than
mutual fund.
PART VII
FINANCIAL STATEMENTS
45. (1) Subject to paragraph (3), a prospectus of an issuer
shall contain—
(a) an income statement of the issuer for—
(i) each of its last five financial years or such
other period as the Commission may
determine;
(ii) any part of a subsequent financial year to
the date at which the balance sheet
required by subparagraph (d) is made up;
(b) a statement of surplus of the issuer for each
financial year and part of a financial year
covered by the income statement required by
subparagraph (a);
(c) subject to paragraph (3), a statement of changes
in the financial position of the issuer for each
financial year and part of a financial year
covered by the income statement required by
subparagraph (a);
(d) a balance sheet of the issuer—
(i) as at a date not more than one hundred
and twenty days before a receipt is issued
for the prospectus by the Commission;
(ii) subject to paragraph (2), as at the
corresponding date of the previous
financial year.
(2) Where the balance sheet required by paragraph
(1)(d)(i) is as at a date other than a financial year end, the balance
sheet required by paragraph (1)(d)(ii) may be omitted if the
prospectus contains a balance sheet as at—
(a) the most recent financial year end; and
(b) the financial year end immediately preceding
the most recent financial year end.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 319
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(3) Every prospectus of an issuer engaged primarily in
the business of investing shall include a statement of changes in
net assets instead of the statement of changes in financial position
required by paragraph (1)(c).
(4) Where the securities to which a prospectus relates
are debt securities and the payment of principal or interest is
guaranteed, the prospectus shall contain the financial statements
required by paragraph (1) with respect to the guarantor.
(5) Where the financial statements required by
paragraph (1) relate to part of a financial year, the prospectus
shall contain an income statement, a statement of surplus and a
statement of changes in financial position for the comparable
period in the preceding financial year.
(6) The Commission may exempt an issuer from
including in a prospectus any record required by this bye-law if
it considers that it is not contrary to the public interest to do so.
46. (1) The Commission may permit or require a prospectus
to contain, as part of the financial statements, a pro forma balance
sheet of the issuer and of all its subsidiaries—
(a) as at the date on which the balance sheet
required by bye-law 45(1)(d)(i) is made up; and
(b) giving effect to—
(i) the name and sale or redemption or other
retirement of securities issued or to be
issued by the issuer; and
(ii) other transactions that the Commission
permits or requires.
(2) Where the proceeds of the securities offered by a
prospectus are to be applied in whole or in part, directly or
indirectly, to finance the acquisition of a business by a purchase
of assets or shares, the Commission may permit or require the
inclusion in the prospectus of—
(a) the financial statements referred to in bye-law
45(1)(a), (b), (c) and (d)(i) for the respective
periods or as at the date specified in that paragraph,
of the business that is to be acquired; and
Additional
contents of
prospectus and
acquisition of
business.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
320 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
(b) a pro forma balance sheet combining the assets
and liabilities of the issuer and the business that
is to be acquired as shown by their respective
balance sheets as at the date referred to in bye-
law 45(1)(d)(i) or the other date that the
Commission permits or requires.
(3) Subject to paragraph (6), where—
(a) the proceeds of the securities offered by a
prospectus are to be applied in whole or in
part, directly or indirectly, to finance the
acquisition of a business by a purchase of
assets or shares; and
(b) the Commission is satisfied that it would be
meaningful to investors and necessary for full,
true and plain disclosure of all material facts
relating to the securities, the Commission shall
require pro forma financial statements to be
included in the prospectus for a period of not
more than one year immediately before the date
referred to in bye-law 45(1)(d)(i) and may
permit or require pro forma financial statements
to be included in the prospectus for a period of
not more than five years before that date.
(4) An auditor’s report prepared in connection with the
pro forma financial statements referred to in paragraph (2) or
(3) need only report on the manner in which those statements
are compiled.
(5) Where, under paragraph (2), the Commission
permits or requires one or more of the financial statements of a
business that is to be acquired for inclusion in a prospectus, bye-
laws 47 and 48 apply, as appropriate, to the financial statements
of the business to be acquired.
(6) The pro forma financial statements shall combine,
year by year—
(a) the income or losses of the issuer with the income
or losses of the business to be acquired; and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 321
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Statements of
assets coverage
and earnings
coverage in
prospectus.
Estimates of
future earnings
in prospectus.
(b) the changes in financial position of the issuer
with the changes in financial position of the
business to be acquired.
47. (1) Subject to paragraph (2), a prospectus relating to—
(a) an issue of debt securities having a term to
maturity in coverage in excess of one year; or
(b) an issue of preferred shares,
shall contain statements of assets coverage and earnings coverage.
(2) Paragraph (1) does not apply to a statements
prospectus relating to securities of a newly organised issuer.
(3) The Commission may, where it considers that it would
not be harmful to the public interest, order that paragraph (1) does
not apply to the prospectus of an issuer.
48. (1) In this bye-law—
“distributing firm” means a registrant that is an underwriter with
respect to a distribution and includes the issuer of the
securities being distributed if the issuer is registered as a
security issuer;
“forecast” means a written estimate of the most probable results
of operations of an issuer, alone or together with one or
more of its affiliates, that contains any or all of—
(a) an estimate of earnings or a range of earnings;
(b) an estimate of the most probable financial position;
(c) an estimate of changes in financial position, for
one or more periods that are future periods not
completed when the estimate is made, but does
not include—
(i) an estimate that is prepared in the
ordinary course of business and without
reference to a specific distribution of
securities; and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
322 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Financial
statements of
subsidiary.
Unconsolidated
financial
statements.
Approval of
financial
statements in
prospectus.
(ii) an estimate that appears in a compendium of
estimates relating to a number of issuers or
in a publication that is distributed regularly
to investors or prospective investors, who
are not selected because of their potential
interest in a specific issue of securities.
(2) The Commission may permit the inclusion of a
forecast in a prospectus and if it does so—
(a) the forecast shall be identified as such in the
prospectus; and
(b) the prospectus shall include the written
comments of an accountant who is a member, in
good standing, of the Institute of Chartered
Accountants of Trinidad and Tobago, concerning
the accountant’s review of the forecast.
(3) No distributing firm, during the course of a
distribution of securities for which a prospectus is required to be
filed under the Act, shall disseminate a forecast with respect to
the issuer of those securities, unless the forecast is set out in the
prospectus and what is disseminated by the distributing firm
consists solely of that forecast or a reasonable extract from it or
summary of it.
49. The Commission may direct that separate financial
statements of a subsidiary of an issuer be included in a
prospectus of the issuer, whether or not the financial statements
of the subsidiary are consolidated with the financial statements of
the issuer contained in the prospectus.
50. The Commission may permit unconsolidated financial
statements to be included in a prospectus as supplementary
information.
51. (1) Where an issuer, whose financial statements are
included in a prospectus, has, or is required to have an audit
committee of its directors, each financial statement included in
the prospectus shall be submitted for review by the committee
before approval is given to it by the directors.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 323
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(2) The statements referred to in paragraph (1) shall be
approved by the directors and signed manually by two of them
who are duly authorised to signify approval.
52. (1) A financial statement that is included in a prospectus
and which relates to any part of a financial year subsequent to the
last audited financial year of the issuer need not be reported on
by an auditor where—
(a) that part of the financial year ended—
(i) not more than ninety days before the date
on which a receipt was issued for the
prospectus; and
(ii) not more than twelve months after the last
audited financial year; and
(b) the issuer’s balance sheet as at the end of the
latest audited financial year is included in the
prospectus.
(2) An auditor need not report on—
(a) the balance sheet referred to in bye-law
45(1)(d)(ii);
(b) the income statement, the statement of surplus
and the statement of changes in financial
statements and the pro forma balance sheet, for
the same period for an acquired business
referred to in bye-law 46(2).
(3) Where, under this bye-law, a financial statement
contained in a prospectus is not reported on by an auditor, there
shall be filed—
(a) the auditor’s communication that is suggested
for these circumstances by the Institute of
Chartered Accountants of Trinidad and Tobago;
(b) where the auditor is unable to provide the
communication referred to in subparagraph (a),
such communication as the Commission may
reasonably require.
Financial
statements not
requiring audit.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
324 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Issue of receipt
for prospectus.
Registration
statements.
(4) The Commission may vary the period of time
specified in paragraph (1).
53. The following general rules apply to the issuing of
receipts for prospectus:
(a) the Commission shall not issue a receipt for a
prospectus where it is aware that the issuer is in
default in filing any document required under
the Act or these Bye-laws or under the written
law by or under which it is incorporated or
organised unless it considers that there is
sufficient justification for the failure to file;
(b) where a prospectus names an issuer’s
underwriter who proposes to act as underwriter
and who is not a registrant or a distribution is to
be effected by the issuer and the issuer is not a
registrant, the Commission shall not issue a
receipt for the prospectus until the underwriter
is registered under the Act;
(c) where a minimum amount of funds is required
by an issuer, the Commission shall not issue the
receipt for a prospectus relating to securities
proposed to be distributed on a best efforts basis
unless the prospectus indicates that the offering
will cease if the minimum amount of funds is
not subscribed within the number of days
permitted by the Commission.
PART VIII
REGISTRATION OF ISSUERS AND SECURITIES
54. (1) A registration statement filed with the Commission
under section 64 or 65 of the Act shall be in the form set out as
Form No. 4 and shall be accompanied by a copy of the
constituent documents of the company, a copy of the company’s
last audited financial statement and the relevant fee.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 325
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Interim financial
statement.
Comparative
financial
statements.
(2) For the purposes of section 64(2) of the Act, the
registration statement shall be filed at least fourteen days prior to
the date of issue of the securities.
(3) The information contained in or filed with any
registration statement shall be made available for inspection by
any member of the public during normal working hours at the
Office of the Commission upon payment of the relevant fee.
55. (1) A reporting issuer shall file with the Commission,
within sixty days of the date on which it is prepared, an interim
financial statement—
(a) where the reporting issuer has not completed its
first financial year, for the period commencing
with the beginning of that financial year and
ending six months before the date on which that
financial year ends; or
(b) where the reporting issuer has completed its first
financial year, for the periods commencing after
the end of its last completed financial year and
ending six months after that date and a
comparative financial statement to the end of the
corresponding periods in the last financial year.
(2) No interim financial statement needs be filed under
paragraph (1) for any period that is less than six months.
(3) An interim financial statement filed under paragraph (1)
need not include an auditor’s report, but if an auditor has been
associated with that statement, his audit report or his comments on the
unaudited financial information shall accompany the statement.
(4) An interim financial statement filed under paragraph (1)
shall include—
(a) a statement of changes in financial position; and
(b) an income statement.
56. (1) A reporting issuer shall file annually a comparative
financial statement relating separately to—
(a) the period that commenced on the date of
incorporation or organisation and ended as at the
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
326 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Relief from
certain
requirements.
close of the first financial year or, if the
reporting issuer has completed a financial year,
the last financial year, as the case may be; and
(b) the period covered by the financial year
preceding the last financial year, if any.
(2) A statement required to be filed under paragraph (1)
shall—
(a) be filed within ninety days from the end of the
last financial year; and
(b) include, where it is to be filed by a reporting
issuer—
(i) an income statement;
(ii) a statement of surplus; and
(iii) subject to paragraph (4), a statement of
changes in financial position if the issuer
is not primarily engaged in the business
of investing.
(3) Where a change has been made in the ending date
of a financial year, the issuer shall provide the Commission with
a notice of the change and the reasons for it on or before the
earlier of—
(a) the new date elected for the financial year end; or
(b) three hundred and sixty days from the end of the
latest financial year reported on.
(4) Each financial statement required to be filed under
paragraph (1) shall be approved by the directors of the reporting
issuer, and the approval shall be evidenced by the manual or facsimile
signatures of two directors duly authorised to signify the approval.
57. On the application of a reporting issuer or on the
Commission’s own motion, the Commission may make an order,
where it considers it not harmful to the public interest,
exempting, in whole or in part a reporting issuer from the
necessity to include in the financial statements that are required
to be filed under this Part—
(a) comparative financial statements for specified
periods;
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 327
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Filing of
material sent to
security holders
or filed abroad.
(b) sales or gross operating revenue, if the
Commission is satisfied that the disclosure of
that information would be unduly detrimental to
the interest of the reporting issuer; or
(c) basic earnings per share or fully diluted earnings
per share.
58. (1) Every reporting issuer shall file in duplicate—
(a) a copy of all material sent by the reporting issuer
to its security holders; and
(b) all elective information not already filed with
the Commission, whether in the same or a
different form.
(2) In paragraph (1)(b), “elective information” means
information that is furnished to a government of another
jurisdiction, or an agency thereof, or with a stock exchange of
another jurisdiction, under the securities or corporation law of that
jurisdiction or under the bye-laws, rules or regulations of the stock
exchange, on the basis that it is material to investors although the
information is not specifically required to be filed by the terms of
the applicable statute or regulation or of the applicable bye-laws,
rules or regulations of the stock exchange, but does not include
information that is specifically required to be filed in the other
jurisdiction by the terms of the applicable statute or regulation or
of the bye-laws, rules or regulations of the stock exchange.
(3) Information required to be filed with the Commission
under paragraph (1) shall be sent to the Commission within
twenty-four hours after the reporting issuer sends the information
referred to in paragraph (1)(a) to its security holders.
(4) Information that is filed with the Commission pursuant
to paragraph (1)(b) and that has been filed on a confidential basis in
all other jurisdictions in which it is filed, shall be kept confidential
so long as it remains confidential in all those other jurisdictions.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
328 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Interpretation.
PART IX
CONFLICTS OF INTEREST
59. (1) In this Part—
“associated party of the registrant” means—
(a) a related party of the registrant;
(b) a partner of the registrant; or
(c) a director, officer, salesman or employee of the
registrant or a director, officer, partner, salesman
or employee of a related party of the registrant if—
(i) in the case described in bye-law 62(1)(b),
he participates in the trade or purchase;
(ii) in the case described in bye-law 64(1)(b),
he participates in the formulation or
giving of the advice; or
(iii) in the case described in bye-law 65(1)(b),
he participates in the formulation of the
investment decision;
“connected party” means, in respect of a registrant—
(a) a person who has any indebtedness to, or other
relationship with—
(i) the registrant;
(ii) a director, officer or partner of the
registrant; or
(b) a person designated under bye-law 60 to be a
connected party;
“initial distribution” means a distribution, on behalf of the issuer,
of a security that has not been previously issued;
“registrant” means a registered investment adviser, broker, dealer
or underwriter, but does not include a security issuer;
“related party” means, in respect of a person, any other
person who—
(a) beneficially owns or exercises control or
direction over securities which constitute in the
aggregate more than twenty per cent of the
outstanding securities of any class or series of
voting securities of that other person; or
UNOFFICIAL VERSION
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Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 329
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Designation of
related party or
connected party.
(b) would, upon the conversion or exchange of any
security or the exercise of any right to convert or
exchange securities into voting securities or to
acquire voting securities or securities convertible
or exchangeable into voting securities,
beneficially own or exercise control or direction
over securities which constitute in the aggregate
more than twenty per cent of the outstanding
securities of any class or series of voting
securities of that other person;
(c) is designated under bye-law 60 to be a related party;
“security” includes, in respect of an issuer—
(a) a put, call, option or other right or obligation to
purchase or sell securities of the issuer; and
(b) a security of any other issuer all or substantially
all of whose assets are securities of the issuer.
(2) Notwithstanding the definition of “connected party”
or “related party” in paragraph (1), a person is not a connected
party of a registrant or a related party of the registrant only
because the registrant, acting as an underwriter and in the
ordinary course of its business owns securities issued by the
person in the course of a distribution.
60. (1) On the application of an interested person or on the
Commission’s own motion, the Commission may vary the
provisions of this Part as they apply to a person by designating the
person to be a related party or a connected party of a registrant—
(a) if the Commission considers the designation
appropriate because of the manner in which the
person carries on its business with the registrant
or with any related party of the registrant; or
(b) in any other case if the Commission considers
the designation to be in the public interest.
(2) The Commission shall not make a designation under
paragraph (1) without first giving the registrant and the other
person affected an opportunity to be heard.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
330 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
Conflict of
interest rules
statement.
Schedule 3.
Limitations on
trading.
61. (1) Every registrant shall prepare and file with the
Commission a conflict of interest rules statement in the form set
out in Schedule 3.
(2) A registrant shall provide free of charge a copy of its
current conflict of interest rules statement to each of its clients at
the time he becomes a client of the registrant or within sixty days
of the commencement of these Bye-laws.
(3) In the event of any significant change in the
information required to be contained in the conflict of interest
rules statement, the registrant shall—
(a) forthwith prepare and file a revised version of the
conflict of interest rules statement containing the
information required by paragraph (1);
(b) provide to each of its clients a copy of the revised
version within forty-five days of the filing.
(4) Notwithstanding paragraph (1), a registrant that does
not engage in activities as an adviser, broker, dealer or underwriter
in respect of a security in the circumstances set out in bye-law 62,
64 or 65 is not required to prepare, file or provide to its clients a
conflict of interest rules statement if it files in the required form—
(a) a statement that it does not engage in such
activities; and
(b) an undertaking that it will not engage in such
activities except in compliance with this Part.
62. (1) No registrant shall—
(a) as principal or agent, trade in or purchase a
security with, from or on behalf of any client
where the security is issued by the registrant or
a related party of the registrant or is being
issued in the course of an initial distribution by
a connected party of the registrant; or
(b) as principal or agent, trade in or purchase a
security with, from or on behalf of any client
where any director, officer, partner, salesman or
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 331
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Confirmation
and reporting of
transactions.
employee of the registrant who participates in
the trade or purchase actually knows that the
security will directly or indirectly be—
(i) purchased from or sold to the registrant or
an associated party of the registrant; or
(ii) purchased from a person who is a
connected party of the registrant and who
controls the issuer of the security,
unless—
(c) the registrant has, before entering into an
agreement of purchase and sale respecting the
security, delivered the current conflict of interest
rules statement of the registrant to the client, or has
informed the client orally or by some other means
of substantially all the information and all changes
in such information required by bye-law 61(1) and
(3)(a) to be included in the conflict of interest rules
statement; and
(d) the registrant complies with the requirement of
bye-law 29 and bye-law 63.
(2) Paragraph (1) does not apply if—
(a) the client is purchasing as principal and is either
a registered dealer or is a related party of the
registrant; or
(b) the registrant neither solicits the trade or
purchase nor advises the client in respect of it.
63. (1) The written confirmation of the transaction required
by bye-law 29 to be sent by a registered dealer to a client, shall—
(a) in the case of a security issued by a related party
of the registrant, or a security issued by a
connected party of the registrant in the course of
an initial distribution, state that the security was
issued by a related party or a connected party of
the registrant, as the case may be; and
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
332 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
(b) where any director, officer, partner, salesman or
employee of the registrant who participated in
the transaction actually knew at the time of the
transaction that the security would directly or
indirectly be—
(i) purchased from or sold to an associated
party of the registrant; or
(ii) purchased from a person who at the time
of the transaction was a connected party
of the registrant and controlled the issuer
of the security,
state that the security was directly or indirectly purchased from
or sold to such a person.
(2) Any report, other than the written confirmation
required by bye-law 29, sent or delivered by a registrant to a
client respecting any trade or purchase of a security made by the
registrant with, from or on behalf of the client, including a trade
or purchase of a security for an account or portfolio of the client
over which the registrant has discretionary authority, shall—
(a) in the case of a security issued by a related party
of the registrant, or in the course of an initial
distribution, state that the security was issued by
a related party or a connected party of the
registrant, as the case may be; and
(b) where any director, officer, partner, salesman or
employee of the registrant who participated in
the transaction actually knew at the time of the
transaction that the security would directly or
indirectly be—
(i) purchased from or sold to the registrant or
an associated party of the registrant; or
(ii) purchased from a person who at the time
of the transaction was a connected party
of the registrant and controlled the issuer
of the security,
state that the security was directly or indirectly purchased from
or sold to such a person.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 333
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Limitations on
advising. 64. (1) No registrant shall act as an investment adviser inrespect of a security where—
(a) the security is issued by a related party of the
registrant or is being issued in the course of an
initial distribution by a connected party of the
registrant; or
(b) any director, officer, partner, salesman or
employee of the registrant who participates in
the formulation or giving of the advice actually
knows, or it is reasonable for any such person to
expect in the circumstances, that wholly or
partly as a result of the advice given the security
will directly or indirectly be—
(i) purchased from or sold to the registrant or
an associated party of the registrant; or
(ii) purchased from a person who is a
connected party of the registrant and who
controls the issuer of the security,
unless the registrant, before advising the client, makes to the client
a statement in writing or, if orally, confirmed promptly in writing—
(c) in the case of subparagraph (a), disclosing the
relationship between the registrant and the
issuer of the security; and
(d) in the case of subparagraph (b), disclosing—
(i) that the registrant knows or expects that the
security will or may be directly or indirectly
purchased from or sold to the registrant or
an associated party of the registrant or
directly or indirectly purchased from a
connected party of the registrant; and
(ii) the relationship between the registrant
and such person or persons.
(2) Paragraph (1) does not apply if—
(a) the client is a registered dealer or a related party
of the registrant; or
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
334 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Securities Industry Bye-laws
(b) the advice is given by a registered dealer and—
(i) is solely incidental to a trade or purchase
of the security carried out by the
registered dealer; and
(ii) no fee is charged for the advice other than
the usual and customary commission for
the trade or purchase.
(3) Paragraph (1)(a) does not apply if bye-law 65(1)(a)
applies.
(4) Paragraph (1)(b) does not apply if bye-law 65(1)(b)
applies.
65. (1) No registrant shall, in respect of any account or
portfolio of a client over which it has a discretionary authority—
(a) purchase for or sell from such account or portfolio
a security where the security is issued by the
registrant or a related party of the registrant or is
being issued in the course of an initial distribution
by a connected party of the registrant;
(b) purchase for or sell from such account or portfolio
a security where any director, officer, partner,
salesman or employee of the registrant who
participates in the formulation of the investment
decision made by the registrant on behalf of the
client actually knows, or it is reasonable for any
such person to expect in the circumstances, that
the security will directly or indirectly be—
(i) purchased from or sold to the registrant or
an associated party of the registrant; or
(ii) purchased from a person who is a
connected party of the registrant and who
controls the issuer of the security; or
(c) purchase for such account or portfolio a security
being issued in the course of an initial distribution
where any director, officer, partner, salesman or
Limitations on
the exercise of
discretion.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 335
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
employee of the registrant or of a related party
of the registrant who participates in the
formulation of the investment decision made by
the registrant on behalf of the client, is a director
or officer of the issuer of the security,
unless prior to such purchase or sale the registrant has disclosed
to the client all relevant facts in respect of the matters referred to
in subparagraph (a), (b) or (c), as the case may be and has
obtained the client’s specific and informed written consent to
purchase or sell the security for or from his account or portfolio.
(2) Paragraph (1) does not apply if the client is a
registered dealer or a related party of the registrant.
(3) No registrant shall make a loan from any account or
portfolio of a client over which it has discretionary authority.
PART X
CONTINGENCY FUND
66. In this Part—
“customer” or “claimant” means any individual, partnership or
body corporate, except that the following shall not be
regarded as claimants:
(a) a member of a self-regulatory organisation;
(b) a person alleging a loss who is the holder of
thirty per cent or more of the issued capital of
the defaulting member of the self-regulatory
organisation;
(c) other dealers in securities being businesses
which hold themselves out to the general public
to be making a market in securities and
investment by purchasing and selling on their
own account as principals;
“fund” means a contingency fund maintained pursuant to section
48(1) of the Act;
Definitions.
32 of 1995.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
336 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
“self-regulatory business” includes investment business arising
from—
(a) the purchase or sale in either a principal or agent
capacity on the floor of a self-regulatory
organisation;
(b) investment management and advice;
(c) any such activities as the self-regulatory
organisation may from time to time determine;
“trustees” means the trustees of a fund.
67. A fund shall be used solely for the purpose of providing
compensation to customers who suffer financial loss as a result
of the insolvency, bankruptcy or default of a member of a self-
regulatory organisation up to a maximum of twenty thousand
dollars per claimant in any one calendar year, provided that a
self-regulatory organisation may increase that maximum from
time to time.
68. (1) A fund shall be vested in and managed by a board of
trustees appointed by the self-regulatory organisation.
(2) A board of trustees of a fund shall comprise at least
three members.
69. (1) A fund shall be financed by contributions from
members of the self-regulatory organisation on the following basis:
(a) two per cent of the member’s commissions for
the year, payable on the member’s monthly
commissions in an amount not less than one
hundred dollars per month shall be paid into the
fund;
(b) payments of contributions shall be made on or
before the sixteenth day following the end of
each month; and
(c) the self-regulatory organisation may from time
to time vary the level of contributions to the fund
Purpose of fund.
Administration
of fund.
Contribution to
the fund.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 337
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
and also from time to time specify what is to be
the total sum comprised of such contributions,
with or without any accretions to the size of the
fund arising from the investment by the trustees
of any part thereof.
(2) When any member defaults in payment of
contributions as stipulated in paragraph (1), the following
provisions shall apply:
(a) the member shall provide written reasons for the
delay in respect of the payment of the contribution;
(b) if payment is not made within three business
days of the date on which it falls due, then the
matter shall be referred to the board of directors
for action against the member;
(c) interest at the existing commercial bank rate
shall be charged on the contribution in respect of
which the member is in default.
70. The trustees shall maintain appropriate accounting records
and submit annual accounts to the self-regulatory organisation.
71. (1) A self-regulatory organisation shall appoint auditors
to perform annual audits on the fund.
(2) The auditors shall prepare an annual report on the
accounts of the fund which shall be available for inspection by
members of the self-regulatory organisation and the auditors
shall forward a copy of the report to the Commission.
72. (1) Payment out of the fund shall only be considered if
a defaulting member has failed to meet a financial obligation to
a customer and the loss of the customer arose from a
transaction resulting from self-regulatory business which
would normally be evidenced by a contract note issued by a
member of the self-regulatory organisation.
Accounting for
the fund.
Appointment of
auditors.
Scope of the
fund.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
(2) A claim shall only be valid if the customer suffered
a loss arising from the transaction of self-regulatory business
which was conducted with or through a member of the self-
regulatory organisation or has lost cash or securities for which
the member was accountable, including cash or securities held by
a nominee company established by the members.
(3) A claim for consequential economic loss shall not be
a valid claim.
(4) Where a claim is in respect of securities which have
been improperly dealt with, the trustees shall value such securities
at the market quotation of the securities at the time of the default
by the member, but the trustees shall not replace misappropriated
securities and compensation shall always be paid in cash.
73. (1) A claim shall be made in writing by the customer or
an agent acting in his behalf.
(2) The trustees shall exercise their best efforts to obtain
a statement of facts from the member in relation to whom a claim
is made.
(3) A claim shall only be considered if the broker or his
dealer, as the case may be, satisfies the trustees that the relevant
transactions had been carried out on behalf of a customer of a
member of a self-regulatory organisation involved in the
transaction giving rise to the claim, and the broker or dealer, as
the case may be—
(a) produces a duplicate of the relevant contract note
which shall at the time of issue by the member be
designated to the customer’s account;
(b) discloses to the trustees the identity of the
customers;
(c) produces a copy of the contract note issued by
the member to his customer, in order to ascertain
that the intermediary had not effectively acted as
principal in relation to the customer.
Procedure.
338 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 339
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
(4) The trustees may obtain information from such other
sources as may be considered relevant in the evaluation of claims.
(5) Every effort shall be made to settle claims within
three months provided that the loss falls within the limit
prescribed by the self-regulatory organisation from time to time.
(6) Without prejudice to the right of the trustees to pay
only such percentage of a claim as they in their absolute
discretion may think fit, the trustees may decline to compensate
the customer for any portion of the loss which they may consider
appropriate by reason of any negligence on the part of the
customer in relation to the transaction giving rise to the loss.
(7) For the avoidance of doubt, in no case is there any
legal right to compensation or any duty on the part of the trustees
to award compensation with respect to any claim and a payment
from a fund is an ex gratia payment.
(8) No member of a self-regulatory organisation shall
take any proceedings in any Court with respect to anything done
or omitted to be done by the trustees in the exercise of their
absolute discretion in the administration of a fund, or the
application of its assets unless that member first refers the
decision of the trustees to the self-regulatory organisation and the
self-regulatory organisation gives its decision thereon.
74. (1) The trustees may establish a Trust Account executed
under a Deed of Trust.
(2) The trustees may incorporate income realised
through investments as part of the fund.
(3) A fund may be retained partly or wholly in the form
of cash or may be invested or reinvested in such interest bearing
securities as the trustees may from time to time deem appropriate.
(4) The trustees may pledge any or all of the securities
in the fund to secure the payment of any borrowing effected by
the trustees, the proceeds of which are to be used to settle claims
of the fund.
Power of
trustees.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
(5) The trustees may examine all claims made against
the fund for authenticity and shall accept all legitimate claims
made against the fund.
(6) The trustees may make proposals to the board of the
self-regulatory organisation in respect of the operation of the fund.
(7) The trustees shall require all claimants to do or
concur in doing or permitting to be done in respect of the fund,
at the expense of the fund all such acts and things as may be
necessary or reasonably required for the purpose of—
(a) enforcing rights and remedies; or
(b) obtaining relief or indemnity from other parties
to which the fund shall be or would become
entitled or subrogated upon its paying for or
making good any loss suffered by the claimant
as a result of the default of a member of the self-
regulatory organisation.
(8) The acceptance by a claimant of compensation from
the trustees shall constitute consent by the claimant to be a plaintiff
either solely or jointly with the trustees who may, where they
consider it expedient to do so, join as co-plaintiffs with the claimant
in respect of a claim against a member for indemnity or damages.
(9) Where the trustees join as co-plaintiffs in a claim
against a member, the trustees may determine the conduct and
settlement of proceedings relating to such claim and the claimant
shall provide the trustees with the relevant information to
determine whether or not to proceed with a claim.
75. (1) If after consideration by the trustees, an application
is refused, the claimant shall be notified of the reasons for the
refusal and the claimant may appeal to the board of the self-
regulatory organisation.
(2) A refusal of a claim shall not prejudice the claimant’s
legal rights as a creditor of the member of the self-regulatory
organisation in relation to whom the claim is made.
Refusal of
claims.
340 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
SCHEDULE 1
FEES
1. Registration Fees
(a) Broker … Initial and Renewal … $5,000.00
(b) Investment Adviser-
corporation do. … $10,000.00
(c) Investment Adviser-
individual do. … $7,500.00
(d) Dealer in securities … do. … $5,000.00
(e) Trader in securities do. … $5,000.00
(f) Underwriter of securities do. … $10,000.00
(g) Securities companies do. … $10,000.00
(h) Reporting Issuer … do. … $5,000.00
(i) Trinidad and Tobago Stock
Exchange do. …
(j) Trinidad and Tobago Central
Depository … do. … $30,000.00
(APPENDIX) Securities Industry Chap. 83:02 341
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
0.02% of the
a g g r e g a t e
dollar value of
transactions
occurring on
the Exchange
in the
i mm e d i a t e
p r e v i o u s
financial year
76. (1) A fund shall only be wound up in the event of the
dissolution of the self-regulatory organisation.
(2) For the purposes of the winding up of a fund, the
trustees shall first realise the assets of the fund and after meeting
all liabilities, the assets so realised shall form part of the assets of
the self-regulatory organisation and shall be appropriated or
utilised accordingly.
Winding up of
fund.
Bye-law 3.
47/2006.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
FEES — Continued
342 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
2. Filing Fees
(a) Filing of Prospectus (bonds,
derivatives, equities, collective
investment schemes) Prospectus fee $10,000.00
(b) Filing of an Information
Memorandum … … … $7,500.00
(c) Filing of a takeover bid … … $15,000.00
(d) Delisting of a security… … … $1,000.00
(e) Filing of a Registration
Statement… … … … $100.00
3. Market Access Fees
(a) Issues of bonds, derivatives,
equities, closed-end
collective investment
schemes Initial fee 0.01% of the
value of the issue
(b) Issues of open-end collective
investment schemes Annual fee 0.01% of the
value of the funds
raised in previous
year (based on
Audited accounts)
4. Other Fees
(a) For every extract of a page of the
Register, maintained under section 53(4)
of the Act, of persons registered with
the Commission … $2.50 per page
(b) Inspection of registration statements
and information filed therewith … $2.50 per page
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 343
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Bye-law 4.
Bye-law 10.
SCHEDULE 2
FORM NO. 1
APPLICATION FOR REGISTRATION AS A
SELF-REGULATORY ORGANISATION
(Pursuant to section 36(2) of the Securities Industry Act, Ch. 83:02.)
1. Name of Applicant (state exact name as specified in constituent
document) ...................................................................................................
2. Country of Incorporation or Organisation of Applicant ..............................
......................................................................................................................
3. If incorporated in a country other than Trinidad and Tobago, is the
Applicant registered in Trinidad and Tobago? ............................................
4. Type of Business Applicant proposes to carry on .......................................
......................................................................................................................
5. Does the Applicant have Rules for the governance of its Members? (The
Rules of the Applicant must accompany this Application) ........................
......................................................................................................................
6. Has the Applicant or a Director or Officer of the Applicant ever been
refused registration by the Trinidad and Tobago Securities and Exchange
Commission? ..............................................................................................
7. Name and Address of Principal Executive Officer of the Applicant
......................................................................................................................
......................................................................................................................
8. Names and Addresses of Members of Board of Directors of Applicant
.....................................................................................................................
......................................................................................................................
9. Address and Telephone Number(s) of Applicant’s Principal Place of
Business ......................................................................................................
......................................................................................................................
......................................................................................................................
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
Bye-law 14. FORM NO. 2
APPLICATION FOR REGISTRATION AS BROKER,
DEALER, INVESTMENT ADVISER, TRADER OR
UNDERWRITER
Application is made for registration under the Securities Industry Act, Ch. 83:02
in the category of ...............................................................................................................
1. (a) Name of Applicant ...........................................................................................
(b) Head Office Business Address ........................................................................
..........................................................................................................................
Telephone No. ...................... Postal Address ..................................................
..........................................................................................................................
(c) Address for service in Trinidad and Tobago ..................................................
Telephone No. ...................... Postal Address .................................................
..........................................................................................................................
2. The Applicant maintains accounts at the following bank(s): (State Bank and
Branches through which business is transacted) ....................................................
....................................................... Financial Year End ..........................................
3. Is Applicant applying for registration of any Branch Office? If so, state addresses
of Branch Office(s) .................................................................................................
..................................................................................................................................
..................................................................................................................................
INSTRUCTION: Answer “Yes” or “No” to the following questions. If “Yes” give
particulars.
4. Has the Applicant, or to the best of the Applicant’s information and belief has any
affiliate of the Applicant:
(a) been registered in any capacity under the Securities Industry Act, Ch. 83:02?
..........................................................................................................................
(b) applied for registration, in any capacity, under the Securities Industry
Act, Ch. 83:02? ..............................................................................................
344 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 345
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
5. Is the Applicant, or to the best of the Applicant’s information and belief is any
affiliate of the Applicant, now, or has any such person or company been—
(a) registered or licensed in any capacity in any other country which requires
registration or licensing to deal or trade in securities? .....................................
..........................................................................................................................
(b) registered or licensed in any other capacity in Trinidad and Tobago under
any legislation which requires registration or licensing to deal with the
public in any capacity? (e.g., as an insurance agent, real estate agent, private
investigator, mortgage broker, etc.) ................................................................
..........................................................................................................................
..........................................................................................................................
(c) refused registration or a licence mentioned in 5(a) or (b) above or has any
registration or licence been suspended or cancelled in any category
mentioned in 5(a) or (b) above? .......................................................................
..........................................................................................................................
..........................................................................................................................
(d) denied the benefit of any exemption from registration provided by the
Securities Industry Act, Ch. 83:02?
6. Is the Applicant, or to the best of the Applicant’s information and belief is any
affiliate of the Applicant, now, or has any such person or company been—
(a) a member of any Stock Exchange, Investment Dealers Association,
Investment Bankers, or similar organisation, in any country? ........................
..........................................................................................................................
..........................................................................................................................
(b) refused membership in any Stock Exchange, Investment Dealers
Association, Investment Bankers, or similar organisation, in any country?
.........................................................................................................................
(c) suspended as a member of any Stock Exchange, Investment Dealers
Association, Investment Bankers, or similar organisation, in any country?
.........................................................................................................................
7. Has the Applicant, or to the best of the Applicant’s information and belief has
any affiliate of the Applicant, operated under, or carried on business under, any
name other than the name shown in this application? .............................................
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
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346 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
[Subsidiary] Securities Industry Bye-laws
FORM NO. 2 —Continued
8. Has the Applicant, or to the best of the Applicant’s information and belief, has
any affiliate of the Applicant—
(a) ever been convicted under the laws of any country, excepting minor traffic
offences? .........................................................................................................
Is there currently an outstanding charge or indictment against the affiliate?
..................................................................................................................................
INSTRUCTION: Question 8(a) refers to all Laws, e.g., Criminal, Customs,
Liquor, etc., of any State or country, in any part of the world.
You are not required to disclose any convictions for which a
pardon has been granted under the Laws of Trinidad and
Tobago, and which pardon has not been revoked.
(b) ever been the defendant or respondent in any proceedings in any Civil Court
in any jurisdiction in any part of the world wherein fraud was alleged?
..........................................................................................................................
(c) at any time declared bankruptcy, or made a voluntary assignment in
bankruptcy? (If “Yes”, give particulars and also attach a certified copy of
discharge).
..........................................................................................................................
..........................................................................................................................
(d) ever been refused a fidelity/surety bond? ........................................................
9. Set out in the space provided, the name of the Applicant, or the name of and
position held by each director, officer or partner of the Applicant seeking or
holding registration.
NOTE: an underwriter may not trade with the public.
Name of persons who will act (In addition to last name, Office held
give full first and middle names)
1.
2.
3.
4.
5.
10. Attach and mark as an exhibit a completed form for each director, officer or
partner of the Applicant seeking or holding registration.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 347
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Bye-law 14.FORM NO. 3
APPLICATION FOR REGISTRATION
AS A SECURITIES COMPANY
(Pursuant to section 60(1)(a) of the Securities Industry Act Ch. 83:02)
To the Trinidad and Tobago Securities and Exchange Commission.
In accordance with section 60(1)(a) of the Securities Industry Act,Ch. 83:02, we
hereby apply for the registration of ............................Limited as a securities company.
We attach to this application:
(i) a certified copy of the Memorandum and Articles of
Association of the Company together with a certified copy
of its certificate of incorporation;
(ii) proof that prior to commencing trading on the securities
exchange the Company will have a minimum paid up share
capital of .................................................................. dollars.
We are aware of the requirements related to securities companies under the
Securities Industry Act, Ch. 83:02 and the Bye-laws made thereunder and, provided
approval is granted to this application, we give a joint and several understanding that
the Company will be operated in accordance with them.
..........................................................................................................................................
We are the Directors of the Company and we hereby undertake to assume liability
for the debts and obligations of the Company in terms of and within limitations
expressed in ......................................................................................................................
Yours faithfully,
Signed ..............................................
..........................................................
Dated ................................................
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
Bye-law 54. FORM NO. 4
REGISTRATION STATEMENT
(Pursuant to section 64 or 65 of the Securities Industry Act, Ch. 83:02)
1. Exact name of Registrant as specified in its constituent instrument .......................................
..................................................................................................................................................
2. Is Registrant a public company or government entity? (If yes, specify) ................................
.................................................................................................................................................
3. Country of Incorporation or Organisation of Registrant .........................................................
4. Name and Address of Principal Executive Officer of Registrant ............................................
..................................................................................................................................................
5. Names and Addresses of Members of the Board of Directors of Registrant (in the case of a
Company)
(a) .........................................................................................................................................
(b) .........................................................................................................................................
(c) .........................................................................................................................................
(d) .........................................................................................................................................
6. Address and Telephone Number of Registrant’s Principal Place of Business
..................................................................................................................................................
..................................................................................................................................................
7. Type of Securities issued by Registrant ...................................................................................
8. Amount or Value of each Type of Security as at the Date of Statement ................................
..................................................................................................................................................
9. Proposed Maximum Offering Price per Unit of Security .......................................................
10. Proposed Maximum Aggregate Offering Price of Security ...................................................
11. Appropriate Date of Commencement of Proposed Sale of Securities to the Public
..................................................................................................................................................
12. Name, Address and Telephone Number of Agent for Service (if applicable) ........................
.................................................................................................................................................
13. Any other information that is not prohibited by bye-law .........................................................
14. Signature .................................................................................................................................
..................................................................................................................................................
..................................................................................................................................................
NOTE: Where security to be registered, this registration statement shall be signed by—
(a) the principal executive officer of the issuer and at least two members of the
board of directors of the issuer; or
(b) in the case of a government entity, the underwriter or designated agent.
348 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
Securities Industry Bye-laws [Subsidiary]
(APPENDIX) Securities Industry Chap. 83:02 349
LAWS OF TRINIDAD AND TOBAGO
L.R.O.
Bye-law 61.SCHEDULE 3
THE SECURITIES INDUSTRY ACT
CONFLICT OF INTEREST RULES STATEMENT
GENERAL
Under certain circumstances we may deal with or for you in securities
transactions where the issuer of the securities of the other party to the transaction
is this firm or a party having an ownership or business relationship with us.
Since these transactions may create a conflict between our interests and
yours, we are required to disclose to you certain relevant matters relating to the
transactions. This statement contains a general description of the required
disclosure. A complete statement of the rules is set out in Part IX of the
Securities Industry Bye-laws, 1997.
IMPORTANT CONCEPTS
“Related party”—A party is related to us if, through the ownership of or
direction or control over voting securities, we exercise a controlling influence
over that party or that party exercises a controlling influence over us.
“Connected party”—A party is connected to us if, due to indebtedness a
prospective purchaser of securities of the connected party might question our
independence from that party.
“Associated party”—An associated party is either a related party or
another party in a close relationship with us, such as one of our partners,
salesmen, directors or officers.
REQUIRED DISCLOSURE
We must make certain disclosures where we act as your broker, advise
you, or exercise discretion on your behalf with respect to securities issued by
us, by a related party or, in the course of an initial distribution, by a connected
party. In these situations, we must disclose either our relationship with the
issuer of the securities, or that we are the issuer.
We must also make disclosure to you where we know or should know that,
as a result of our acting as your broker or adviser, or of our exercising discretion
on your behalf, securities will be purchased from or sold to us, an associated
party or, in the course of an initial distribution, a connected party.
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
[Subsidiary] Securities Industry Bye-laws
350 Chap. 83:02 Securities Industry (APPENDIX)
LAWS OF TRINIDAD AND TOBAGO
CONFLICT OF INTEREST RULES STATEMENT—Continued
The following is a list of the time and manner to which these disclosures
must be made:
Where we underwrite securities, the required disclosure will be
contained in the prospectus or other document being used to qualify those
securities;
Where we buy or sell securities for your account, the required
disclosure will be contained in the confirmation of trade which we
prepare and send to you;
Where we advise you with respect to the purchase or sale of
securities, the disclosure must be made prior to our giving the advice.
In addition, where we exercise discretion under your authority in the
purchase or sale of securities for your account, we may not exercise that
discretion for the types of transactions described above unless we have
obtained your prior specific and informed written consent.
LIST OF RELATED PARTIES
The following is a list as at ................................... 20...... of our related
parties which are reporting issuers. We will provide you with a revised version
of this document if the list changes.
If you have any questions, please contact
(Registrants must list all their related parties that are reporting issuers in Trinidad and Tobago).
UNOFFICIAL VERSION
UPDATED TO DECEMBER 31ST 2014
MINISTRY OF LEGAL AFFAIRS www.legalaffairs.gov.tt
