Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698075410683.pdf (Guyana)
GUYANA ACT No.

21 OF 1998 SECURITIES IM)USTRY ACT 1998 I assent JANET JAGAN, President 1998 31st December, ARRANGEMENT OF SECTIONS PARTl PRELIMINARY SECTION 1.

Short title.

2.

Commencement.

3.

Interpretation.

PART 11 THE SECURITIES COUNCIL Division of the Council.

4.

Establishment 5.

Functions of the Council.

6.

Powers of the Council.

!--Establishment, Functions and Powers PRICE: $5,850.00 -To be purchased from Parliament Office, Georgetown, Guyana.

PRINTED BY GUYANA NATIONAL PRINTERS LIMITED.


No.

21] L4 WS OF GUYANA [AD 1998 2 7.

Delegation 8.

Custody of powers.

and use of seal.

Division 2 -Membership for appointment.

of the Council.

ification 9.

Membership I 0.

Disqual 11.Term of office.

12.Remuneration 13.Protection 14.Confidentiality.

of Members, of Members.

employees or agents.

Division 3 - Proceedings of the Council .

15.Meetings.

16.Committees 17.Minutes.

18.Declaration 19.Consultation 20.Annual Report.

2 J .
2 J .

Regulation of business.

of interest.

with Bank of Guyana and other agencies.

4 -Staf Division f 22.Appointment of General 23.Appointment of experts.

24.Appointment 25.Superannuation of other staff.

benefits.

Manager and Chief Executive Officer.

Division 5 -Financial Provisions 26.Funds and resources of the Council.

powers.

27.Financial 28.Application 29.Cash deposits 30.Accounts and payments.

and Audit.

of funds.

SELF-REGULATORY ORGANIZATIONS PART III of self-regulatory organization.


to rules.

change in rules.

31.Registration 32.Characteristics 33.Processing of applications.

34.Obligatory rules.

on proposed amendment 35.Procedure 36.Power of Council to require 3 7.

Control 38.Conditions 39.Filing 40.Delisti 41.Appointment of auditor.

42.Keeping an inspection 43.Sanctions re rules.

44.Complaints.

of copy of decision ng of securities.

and fees.

for membership.

of commissions of records, etc.

with Council.

A.D. 1998] SECURITIES' INDUSTRY [No.


21 3 45.Disputes be.

.,.

;mber companies.

REGISTRATION OF MARKET PARTICIPANTS PART IV for membership or licensing.

46.

47 .

48.

49.

50.

51.

52.

53.

54.

55. required to carry on business.

for registration or revocation from registration for registration or revocation of registration Registration Registration Application Suspension Exemption Application Suspension Suspension Effect Indemnity of cancellation, insurance.
suspension as securities of registration intermediary.

as securities investment advisers.

intermediary.

for certain as securities company.

as securities of registration of market on prosecution or revocation.

company.

participant.

REGISTRATION OF ISSUERS AND SECURITIES PARTV 56.Registration 57.Registration 58.Annual Reports.

statements of issuers.

of securities.

PART VI DISTRIBUTION� and construction.

circular.

required.

to sell a security.

of a prospectus.

of prospectus.


59.Definition 60.Block distribution 6 I.

Prospectus 62.Offers 63.Delivery 64.Contents 65.

Supplementary 66.Expert's consent.

67.Exemptions.

68.Receipt 69.Cessation 70.Amendment for prospectus.

prospectus.

of prospectus.

of distribution.

MARKET CONDUCT AND REGULATION PART VII 71.

72.

73.

74.

75.

76.

77.

78.

No stamp duty.

rigging Market Inducement Employment Restrictions Excessive trading.

Council Disclosure transactions.


to purchase or sell securities etc .

e device of deceptiv on recommendation.

may prescribe of interests of conduct standards by registrant.

for registrants.

by dissemination .

of information No.

21] LAWS OF GUYANA (A.O.

1998 4 and practices.

to send documents owner.

to beneficial to be sent to customer.

of transactions.

of policies to Council.

on trading 79.Disclosure 80.Trust accounts.


81.Registrant 82.Confinnation 83.Records 84.Notification 85.Restriction 86.Control 87.Seller of security 88.Declaration 89.Standards 90.Information 91.Prohibition 92.Representation 93.Holding 94.Prohibited of conduct at residence.

of advertisements.

to declare as to short position.

non-ownership.

for unlicensed to be filed with the Council.

on use of name of another persons.

registrant.

as to registration.

person.


out by unregistered of actions characterization by Council.

SIMPLIFIED PART VIII CLEARING FACILITIES as registered owner of sec1Jrity.

through clearing agency.

entry.

by record account agency of securities by record accounts.

pledge blocked subject account 95.Application of part.

96.Definitions.

97.Use of clearing 98.Transfer 99.Transfer I 00.

Blocked IO I .

Effecting 102.Effecting I 03.

Security J 04.

Blocking I 05.


Limitation 106.Withdrawal-0f 107.Issuer's J 08.

Access I 09.

Incorrect 110.Liability I J I.

Application 112.Participation duty to request agency to clearing to court to rectify by financial security.

on rights by court order.

entry.

by record entry.

to restriction.

of participant.

list of participants.

entry by clearing in extraordinary records.

agency.

circumstances.

records.

institutions.


DEALINGS BY PERSONS CONNECTED WITH ISSUERS PARTIX of price sensitive information.

or selling of securities in share capital.

by certain persons.

interest of beneficial ownership in certain cases.

of buying of beneficial 113.Meaning J 14.

Prohibition 115.Disclosure 116.Public disclosure J 17.

Take-over 118.Offenses.

119.Exceptions 120.Defense to section not available.

bids.

114.

A.O.

1998] ,','£( 'URJTIES INDUSTRY [No.


21 5 121.Application 122.Penalties.

to trustees and personal representatives.

PARTX CIVIL LIABILITY 123.Persons 124.Action 125.Council for damage etc., liable by security holders may seek leave to bring action for recission of allotments or appear in prospectus .

or intervene in an action.

or repayment of issue price.

PART XI ENFORCEMENT Division 1 -Regulations 126.Regulations.

127.Publication of proposed regulations.


Division 2 -Orders of Council 128.Power to make orders.

129.Conduct of hearings.

Division 3 -Appeals for review 130.Appeals 131.Appeal to court against 132.Appeal to court against re section final order.

regulation.

7 or 38.

Division 4 -Investigations of contraventions.

of inquiry 133.Investigation I 34.

Conduct affairs 135.Investigation 136.Power to order cessation of trading.

relief 137.Power to order additional 138.Order for penalty.
of financial re proposed regulations.

of registrant.

Division 5 -Orders of Court 139.Court orders 140.Appointment 141.Disqualification compliance.

etc.

of directors.

for enforcing of receikr, Division 6 -Offenses 142.Offenses.

143.Liability etc.

144.Prosecution of directors, of summary offenses.

No.

21] -- ----------------------------- JAUS OF GUYANA [AD 1998 6 PART XII TRANSITIONAL PROVISIONS 145.Repeal.

146.Overriding effect of this Act.


for the registration self-regulatory AN ACT to provide certain securities; and for the purpose securities markets, promoting ethical of enccJuraging behavior of securities organizations, and dealers, issuers of regulation with the issuances: of securities capita!

fonnation and brokers and certain the growth of efficient of sernrities while protecting purchasers in the securities industry.
and AD JQ98 Enacted by the Parliament of Guyana: PARTI PRELIMINARY Short title, 1 .

This Act may be cited as the Securities Industry Act 1998.

Commencement .

2.

This Act shall come into operation may by order appoint, Minister of this Act.

provisions for different on such day or days as the days may be appointed and different lnterpr,:�ation.
3, In this Act - (I)(a) In this Act - with, a or (i)an "affiliate" of, or person "affiliated" is a person that directly, one or more intermediaries, person, t!1rough specified indirectly controls control through contracc or is controlled with, the specified the ownership or arrangcment, i;; "affiliated" they are "affiliates" of the sJ1bs1diary of the same body corporate, controlled (iii)if two issuers by the same person; (ii)an issuer of the other, each other, by, or is under common person, whether by of voting securities, or otherwise; with another issuer, and if one of them is or both are subsidiaries or each of them is and are affiliated with the time, they are affiliated same body with al the same corporatc: each other; (b)"associate," any person, where used to indicate means - a relationship with A.D. 1998) SECURITIES INDUSTRY [No.
21 7 (i)an issuer owu.,; or beneficially y, voting securiti of which the person directly or indirectl him to more than ten per cent of the to outstanding controls, entitling rights voting the issuer - (A)under all circumstances; (B)by reason or of the occurrence attached of an event that es of securities has occurred (ii)a partner of the person acting and is continuing; on behalf of the of which they are partners; partnership (iii)a trust or estate interest beneficial entire serves (iv)a spouse (v)any other relative beneficial as a trustee interest in which the person has a of more than ten percent of the of which he or in respect capacity; and or in a similar or child of the person; that relative of the person or his spouse if as the person; has the same residence ( c) "association of securities means an organization securities (i)supervises intermediaries its members to ensure companies of securities that - and intermediaries" and companies compliance with this Act; (ii)regulates the conduct of its members or of any other person in the securities market; or (iii)regulates for services or the prices the entry of any person into, in, the securities market; ( d) "Bank of Guyana" means the Bank of Guyana No 11 of 1995. established under the Bank of Guyana Act 1995; (e)"beneficial trustee, intermediary; ownership" legal representative, includes agent, through ownership a or other nominee (t) "broker" means a person engag�d transactions in the business for the account in securities of of effecting others; (g)"call" means an option to demand delivery of a specified a an option at a fixed price within time, but does not include number or amount of securities specified acquire affiliate to acquire; securities the issuer's granted of the issuer, that or right to or from an from the issuer, or the right the option (h)"clearing agency" (i)maintains records means a person that - of trades purpose of settling securities; of securities for the claims for money and No.
21] L4 H:\· OF GLT1NA [A.D 1998 8 (ii)maintains records for the purpose of of transfers and pledges of permitting securities securities to be transferred by record entry; (iii)holds security certificates of permitting deposited securities with it for the to be transferred purpose by record (iv)performs entry; any combination to in paragraphs functions referred does not include institution course of its customary Council company a securities acting exclusively of two or more but or financial in the ordinary unless the prescribes otherwise; (i) to (iii), business means any arrangement of any description, including investment to property scheme" (i)"collective with respect money, the purpose persons becoming otherwise, arising disposal of property of which is to enable whether taking part in the arrangements.
or effect owners of the property to participate from the acquisition, in or receive or income management holding, or sums paid out of such income; or by or any part of it or profits or persons in relation to an issuer acting arrangement, means the power of a by virtue of an or understand­ in concert commitment (j) "control" person, agreement, ing, to secure (i)the holding by means of - power in or in relation of shares or the possession or to that issuer; of voting of by the articles (ii)any other power conferred the regulating or other document incorporation issuer, that the business accordance affairs with the wishes of the issuer of such person are conducted or persons; in (k)"Council" 4; established means the Guyana Securities under section Council (I)"Court" means the High Court; (m)"dealer" buying and selling holds himself and sell securities means a person engaged securities in the business of account who to buy as willing out, at all normal times, at prices specified for his own by him; where used in relation to trading in (n)"distribution," securities, (i)a sale of a security the security means- by or on behalf of the issuer of (ii)a sale of a previously issued; that has not been previously purchased security or an underwriter of the security, issued from the issuer AD.
1998) SECURITIES INDUSTRY (No.21 9 of a reporting other than a security that was purchased by a seller less than one hundred and eighty days before the sale, or such other period as the Council may prescribe; issuer (iii)a sale of a previous from the of a person or prescribed group of ly issued security holding of the securities if the aggregate holdings persons of that class by that person or group (A)enables control the issuer the person or group to exercise over the management and policies of (8)exceeds in any manner; twenty per cent of the outstanding or (iv)a sale of previously voting securities of a sophisticated 59(2)(d) if the aggregate of the issuer; issued securities from the, purchaser as defined in or of a prescribed group of number or amount of exceeds the number or amount by the holdings section persons securities prescribed Council, and includes repurchase incidental graphs (I) to (iv); a trade involving a purchase and sale, or and resale, to, a sale of securities in the course of, or mentioned of a security in para­ (o)"equity means any ,stock or similar security other than a call, to acquire such a security" a right, and includes security; (p)"expert" means a lawyer, engineer, or any other person whose profession authority to a statement made by him; accountant, valuator or reputation gives (q)"file" means file with the Council; (r)"filing" means the submission to the Council pursuant instrument this Act, other than the submission instrument pursuant of a document or to a requirement to an investigation; of a document of or (s)"financial institution" means a company licensed under ns Act J 995; the Financial Institutio No.
I of 19<1�.

(t)"free capital" means capital which is unencumbered and which is separately purposes, as the Council may prescribe; held in such form, and only for such (u)"insider" means - (i)an issuer in (ii)an affiliate (iii)a director respect of an issuer; or officer of an issuer; of its securities; No.
21) LAWS OF GUYANA (A.D. 1998 10 (iv)an employee and duties ities (v)a person of an issuer having such responsibil­ as the Council may prescribe; who beneficially cent of the equity exercises control per cent of the votes attached an issuer; securities or direction ten per owns more than or who of an issuer over more than ten to the securities of (vi)and other person whose relationship to a material to the issuer confidential fact; gives him access and (vii)a person who is infonned of a material confiden­ in paragraphs (i) to ought to know tial fact by a person (vi)and who knows or reasonably that the infonnant is an insider; described adviser" (v)"investment holding himself out as engaging with respect another advising ies; or sale of, securit purchase means a person engaging in, the business in, or of in, or the to investment (w)"issuer" means or issues;-or a person proposes that has securities a security; to issue, outstanding (x)"market registered participant" under section 47; means a person required to be means a change in the business operations, where used in relation to the affairs change," or ownership (y)"material of an issuer, assets be expected price or value of the securities without a decision limitation, change made by the directors that could reasonably of the issuer to have a significant on the market effect of the issuer and includes, such a to implement of the issuer; (z)"Minister" means the Minister responsible for Finance; (2)(a) "misrepresentation" includes- ( i)an untrue (ii)an omission
 statement fact; or of a material to state a material or is necessary to be stated that is made from being false or misleading circumstances in which it is made; to prevent a statement in the fact that is required (b)"offer in relation to any security, means of the at large or to any section the issuing as clients or 'in any other manner by way of of persons selected to the public" any offer to the public public, whether prospectus advertisement include issuer or other fonn of solicitation, but does not who
 is not a reporting an offer by an offeror under this Act where the offer is made to fewer A.D. 1998) SECURITIES INDUSTRY [No.21 I I and the offer can be regarded to result directly as not in the .or indirectly than fifty persons being calculated securities purchase by persons or invitation, concern of the persons becoming available for subscription or other than those receiving or as being other than a matter of domestic making and receiving it; the offer ( c) "order" means, unless a contrary intention appears, an order of the Council or a self-regulatory organization; ( d) "participant" a clearing (i)through (ii)asa- means a person who receives agency other than exclusively or another - person who is a participant; services from (A)pledgee; creditor; or (B)judgment ( C) beneficial owner; for whom a blocked account has been established. '
{e) "prescribe" Council; means prescribe of the by regulations (f) "public company" means a company- (i)any of whose issued shares or debentures are or or an offer, to the were part of a distribution, public; or (ii)that is the issuer of a security owned by more than fifty persons; that is beneficially (g)"purchase" includes- ( i) any purchase consideration, on margin, or acquisition whether the terms of payment are.
or otherwise; installment of a security for (ii)any act, advertisement, or indirectly conduct or negotiation of any of the in furtherance directly foregoing, but does not include of securities bona fide debt; a transfer, pledge or encumbrance for the purpose of giving collateral for a means- (h)"records" (i)accounts, correspondence, relating memoranda and any to the property other data or information or affairs of a person; (ii)data or information or maintained or prepared bound or loose leaf form or in a photographic form or entered or recorded mechanical other information reproducing by any system of or any data processing of device that in intell- information or electronic storage any required is capable in a film No.
21) LAWS OF GUYANA (A.O.

1998 12 written igible time; reasonable (i)"registrant" registered means a registered secunt1es or company securities intennediary; or other visual fonn within a U) "regulation" under section means a regulation 126; made by the Council (k)"relative," (i) a spouse (ii)a parent, grandparent, in relation or child; to a person, brother, sister means­ or the spouse of each such person; (iii)a son-in-law (iv)a step-child; or or a daughter-in-law; (!)
"reporting means an issuer section issuer" statement under of an order of the Council altering that has filed a 56 and has not been its status registration the subject as a reporting issuer; (m)"right to acquire a security" currently means convertible into another (i)a security security; a warrant or right to acquire carrying security; (ii)-a security or another (iii)a currently another acquire (i) or (ii): paragraph exercisable option, warrant or right to security in or security specified - (n)"sale" includes (i)any sale or disposition of a security consideration, on margin, the terms of payment or otherwise; installment, whether for are (ii)any act, advertisement, conduct or indirectly or negotiation of any of the in furtherance directly foregoing, but does not include of securities bona fide debt: a transfer.
pledge of giving or encumbrance for a collateral for the purpose (o) "Secretary" means the Secretary appointed under section 24: means a company in securities the generality which carries of others on behalf of the foregoing, a company which carries on business as- (p)"securities company" of trading limiting on a business and, without includes (i)a broker; (ii)a dealer; (iii)an underwriter; A.O.

1998] ,",'ECURJTIE.S' INDUSTRY [No.
21 13 (iv)an investment (v)any combination or adviser; of two or more of the foregoing; who maintains means a person or exchange" (q)"securities provides - (i)physical facilities where persons may meet to trades execute or in securities; or other system that electronic (ii)a mechanical, of trades facilitates matching execution offers of purchase and sale; by in securities or in partnership, carries on the business who, as of as person means a natural intermediary" (rL "securities an individual acting (i)a broker; (ii)a dealer; (iii)a trader; (iv)an underwriter; (v)an investment adviser; (vi)any combination or of two or more of the foregoing.
(s)"securities means a record or records register" by or on behalf isssued maintained securities to each class or series respect (i)the name and address in which the showing with of securities; of of each security holder of an issuer by it are recorded the issuer; (ii)the number of securities held by each security ·holder; and ( iii)the date and particulars of the issue and transfer of each security; (t)"security" means any or any interest or record in the capital document ownership property, profits, enterprise or proposed of the foregoing, generality (i)bond, debenture, ' earning or royalties and, without any - includes or debt, of any enterprise limiting not or other evidence evidencing the of indebtedness; stock, (ii)share, unit, unit certificate, participation constituting of share or interest; known as a security; or certificate commonly certificate (iii)instrument (iv)instrument or document of or participation or any interest in - (A)a profit sharing agreement; or (B)a trust; (C) an oil, natural royalty (v)units in collective gas or mining lease, right; schemes, of an open-ended in or securities or other mineral investment claim or evidence including invest­ shares ment company; or No.
21) LAWS OF GUYANA [A.O.
1998 14 (vi)the right to acquire or dispose (i) to (v), in paragraphs of anything specified but does not include - (vii)currency; (viii) a cheque, (ix)a certificate bill of exchange or document in a deposit or bank letter of credit; of evidence constituting with account institution; any interest (A)a financial (B)a credit or union; (C)an insurance company within Act; or issued of the Insurance of insurance (x)a contract by an issuer; the meaning (u)"self-regulatory organization" means an association of a clearing and intermediaries.
securities agency or a securities companies exchange; (v)"senior means - officer" of the board of the secretary, the deputy the vice­ or vice-chairman director, the managing director, (i)the chairman directors, managing president, controller, general manager individual similar individual who performs to those normally the president, the treasurer, manager or the deputy of a company or any other functions occupying of an (ii)each of the live highest paid to in any individual employees referred including the general any such office; and performed by an for an issuer issuer, (i); paragraph the financial (w)"sophisticated as defined purchaser purchaser" in section means a sophisticated 59(2){d); (x)"subsidiary" means an issuer that is owned or controlled by another issuer; (y) "take-over 113 (4); section bid" means a take-over bid as defined in (z)"trade" or "trading" includes- (i) any sale or purchase of a security; (ii)any participation as a dealer, trader, broker, underwriter security; or agent in any transaction in a (iii)any act, advertisement, negotiation any activity directly referred solicitation, or or indirectly of to in paragraphs conduct in furtherance (i) to (ii); A.O.
1998) SECURITIES l.\'DUSTRY [No.
21 15 on the person who carries (3)(a) "trader" business person means a natural of trading for the purpose (b)"underwriter" of carrying means a person who - agrees (i)as principal, to purchase of a distribution; or who is employed by another on such business; a security for the purpose (ii)as agent, for sale or sells a security offers in with a distribution; or connection directly (iii)participates in paragraph described or indirectly in a distribution (i) or (ii) for consideration, but does not include (iv)a person whose interest - in the transaction is the usual and customary to receiving limited distribution underwriter or sales commission or issuer; or that purchases them.
and resells shares (v)a company payable by an of its own issue carrying voting security" means a security (c)"voting rights - (i)under all circumstances; (ii)by reason occurred and includes security.

or of the occurrence and is continuing; a right, of an event that has such other than a call, to acquire PART JI THE SECURITl�S COUNCIL Division I -Establishment.

Functions and Powers 4.

There is hereby established Guyana Securities Council.

a body corporate to be known as the f.slahlishmcnl ol the Council.
5.

The functions are to - of the Council Funclions of the Council.

(a)advise (b)maintain ensure (c)register.

the Minister surveilance on all matters relating to securities; markets and over the securities in securities; orderly, dealings fair and equitable or regulate.

organizations.

brokers, intermediaries, and investment their activities authorize Act.

self-regulatory securities underwriters.


issuers control maintaining proper ionalism with this in accordance securities dealers, and with a view to in the securities and supervise standards of conduct business; companies.

traders.

advisers.

and profess­ ( d)protect the integrity rising and promote abuses (e)create of the securities agai'nst markets trading; from the practice of insider markets in the securities or advisable as may seem to it necessary.

such conditions No.

21) L4WS OF GUYANA [A.O.


1998 16 appropriate to ensure ment of the capital market.

the orderly growth and develop­ of l'owcrs lhc Council .. 6.
For the purpose power, subject to this Act, to - of the discharge of its functions the Council has (a) deal with such matters person registered time to time; (b) formulate as may be referred to it by any under this Act, from with the Council principles for the guidance of the securities industry; (c) monitor protect any such registrant the solvency the interest of customers is in doubt; to supervise of registrants and take measures where the solvency to of any conflict that may arise in the case of brokers and minimize or (d) adopt measures of interests dealers: (e) review, approve and regulate take-overs, amalgama­ in combinations with this Act or with other written law in all to or appropriate tions and all forms of business accordance cases in which it considers do so; (I)review of prospectuses, it expedient the contents or offering circulars or announce­ any form of solicitation.
ment by which securities public: (g) take actirm advertisement are offered for sale to the against persons under this Act for failing or required to comply there­ registered to be registered with: (h) undertake such other activities, including or expedient the making of for giving full regulations, effect to this Act: as are necessary (i)do all things which may be necessary to the discharge or expedient or are of any of its incidental functions or conducive and powers under this Act.
(2)Where the Council financial Council disciplinary institution shall forthwith so taken.

action or an employee takes any discipl a against inary action the inform the Bank of Guyana of the of any such institution, 7.

(I)The Council may.

by order, delegate any power or function on it by this Act, except the powers to make conferred regulations organization any senior and to hear appeals, registered officer of the Council.
with the Council under this Act or to to any self regulatory (2)A delegation pursuant to subsection (I) shall be revocable and shall not preclude duty.

function or responsibility by the Council so delegated.

the exercise of any power, Ddqrn1io1, nf JX,, .. ·crs.

A.D. 1998] SECURITIES INDUSTRY [No.

21 l7 (3)All decisions delegatee made.

and minutes of all meetings under subsection (I) shall be recorded held, by a in writing.

(4) A delegatee made by him.


decision shall forthwith notify the Council of every (5) The Council by a delegatee within thirty person directly venue of the hearing may.

on its own motion.

and where it intends days of the decision.

review a decision made to do so, the Council shall.

the de legatee and the of the date, time and affected notify by the decision to review the decision.

(6)A person aggrieved fourteen review of by a decision days of the decision.

that decision.
that decision.

of a delegatee apply to the Council for a may, within (7) Within seven days of the receipt (6).

the Council shall notify of an application under the applicant and the to review of the date.

time and venue of the hearing subsection delegatee the decision.

(8)Pending the review of a decision, exparte of the applicant, may.

on the grant a stay of the the Council under review and shall notify fm1hwith the delegatee application decision of any stay so granted.

(9)Upon reviewing the decision.


the Council may vary or confirm the decision decision under review or make such other proper.

as it considers 8.

(I) The seal of the Council or the Secretary, Chairman may be affixed to instruments or the Secretary.

shall be kept in the custody of the and as the Council in the presence may determine, of the Chairman t2) The seal of the Council shall be atteste signatures) (which may be facsimile Secretary.
of the Chairman and the d by the signatures (3)All documents, other than those required seal.

made by and all orders and decisions under the hand of the Chairman be signified or the Secretary.

by law to be under of the Council may (4)Service upon the Council of any notice.

order or other shall be effected by delivering the same, or by to the Secretary at the it by registered post addressed document sending office of the Council.
(5)Subject to section 9(4 ), the functions may, in the event of his absence of the Chairman under be or inability.

this section No.

21] LAWS OF GUYANA (A.D. 1998 18 perfonned by any Member of the Council authorized Council to act in that behalf.

by the Division 2 -Membership Membership of the Council ... 9.

(I)The Council shall consist of not more than five nor less than three individuals shall be appointed referred (hereafter by the Minister.
to as "Members"), who from among persons (2)The Members shall be selected to the Minister financial, who ce and ability in business or administrative matters, of at least ten years appear legal, whom shall be an attorney-at-law standing, and one of whom shall be Guyana.
to have wide experien an officer of the Bank of one of (3)Upon the commencement all of the Members, other than the Member from the Bank of Guyana, of this Part, the Minister shall and shall also appoint one of their to appoint number, be its Chairman.
(4) Where a Member is by reason or otherwise, unable or where an office of Member is vacant, to perfonn his functions absence from the as a the Minister of illness, country Member, may appoint Member during office is filled, a temporary his illness, as the case may be.

Member to act in place of that or until absence or incapability, the (5)A temporary those Member shall have qualifications similar to of the Member for whom he is appointed to act.

Disqualification for appointment.

10.


( l) A person shall not be appointed or continue as Member if or indirectly, partner, as owner, security or otherwise, directly officer, (a)is engaged (b)has a material employee in the securities business; or proprietary interest he - or holder, director, in - pecuniary or company; (i)a securities (ii)a self-regulatory organization.
(2) If an interest in subsection mentioned Member by gift or will or succession shall forthwith disclose within three months thereafter interest.
he to the Chairman and shall of the dispose ( I )(b) vests in a for his own benefit, absolutely the interest (3) A person who is appointed a Member or General Manager under this Act shall, every interest not, while holding the case may be - forthwith he has in any security declare after the appointment, he, shall and thereafter as Manager, office as a Member or General A.D. 1998) SECURITIES INDUSTRY [No.
21 19 engage in any other other than that of (a)in the case of the General Manager, business, serving or employment Manager: vocation as General or directly (b)participate, operation interest Council or transaction and which is subject to this Act.

pursuant or indirectly, in any stock market in which he has a material to regulation by the ( 4)A person who contravenes subsection (3) is liable conviction imprisonment for six months.

to a fine of fifty thousand on summary and to dollars I I.
(I) Subject to this section, and the other Members the Chairman shall hold office for three years but shall be eligible reappointment.

for T11"111ofofficc.

(2)The Chairman notice in writing of the Council addressed may resign to the Minister.

as a Member by ( 3)A Member other than the Chairman, may at any time resign to the Minister as and addressed a Member by notice through transmitted in writing the Chairman.
(4) A Member may be removed from membership of the Council by the Minister (a) becomes ( b) is absent without or reasonable cause; where he- a person of unsound from three consecutive the permission of the Chairman mind; meetings of the Council or the Minister (c)is guilty of misconduct in relation to his duties as a Member; (d)is sentenced offence (e)is declared involving fraud or dishonesty; in accordance bankrupt to imprisonment or is convicted with the law of of an Guyana or any other country; (t)in the case of a person possessed or suspended, of professional otherwise is disqualified qualifications, than at his own request, in Guyana or in any other country made in respect authority competent to perform his functions by an order of any of him personally; because or of illness from practicing his profession (g) is unable for any other reason; (h)contravenes this Act or any regulation.
12.A Member shall be paid such remuneration determine of his office as the Minister may and allowances •- nrnlion of ........ from time to in resp�ct time 13.No action or other proceeding for damages shall be instituted against a Member or an employee or agent of the Council for an act ...-..oe ........ .....,_ or ..... No.

21) LAWS OF GUYANA [AD.

1998 20 done in good faith in the performance a power under this Act.

of a duty or in the exercise of Confidcnt1ali1·,.

14.
14.

(I) No Member and no person employed by the shall make use of any confidential with the Council of his relationship as a result or retained for his information Council obtained own benefit or advantage.
(2)No person specified confidential ship with the Council (a)an official in subsection as a result obtained other than information or employee to any person (I) shall disclose of his relation­ of the Government of Guyana; or (b)the duly authorized representative of the government with the enforcement of of country, another this Act or similar in connection legislation.
(3)A person who receives in subsection as if he were a person specified section confidential (I) is subject specified of this to the provisions in subsection information from a person (I).

( 4) A person who contravenes subsection on summary conviction (I) or (2) is guilty to a fine of fifty of an offence and liable dollars thousand and to imprisonment for one year.

Division 3 -Proceedings of the Council Mcelings� 15.
(I) The Council shall ordinarily meet for dispatch such times and places meet at least once in every two months.

as the Chairman may decide at of business but shall (2)The Chairman two Members, extraordinary meeting of such request.

receipt of not less than shall at the request one of whom may be the Chairman.
call an in seven days of the of the Council with in writing (3)Subject meeting designated to subsection of the Council by the Chairman ( 4), the Chairman shall preside at every any Member and in his absence shall preside at the meeting.

(4)Where no Member is so designated.

present shall elect one of their number to preside the other Members of the at Council the meeting.

(5)The quorum at every meeting of the Council shall be there.
(6) All questions proposed shall be of the Council and determined of the Members present or the voting and where the votes ar equal the Chairman shall have a second Member presiding at a meeting majority vote.

or casting by a simple A.O.

1998] SECURITIES INDUSTRY [No.

21 21 (7)The Council may request the attendance of any person to act but such person shall not vote as adviser on any matter for decision at any of its meetings by the Council.

(3), where under this Act or any other Committees.


or required to perfonn may be resolution appoint, for the to subsection law the Council is empowered 16.

(I) Subject written any function, purpose neccessary committee and the perfonnance by the committee be deemed to be done and performed for the purpose of performing consisting of doing any thing required the Council of at least two Members of the Council, of any such thing shall Council.
by the entire or deemed expedient such function, or a (2) Without prejudice to the generality of subsection ( f) and which or decision to subsection (3), where any function which requires adjudication of any disciplinary subject hearing, an investigation, might lead to the taking any person or the inposition payment of any money by or to any person, assigned conducted shall be fully, the entire measure against or order for the is by this Act or hearing may be and under this section by such investigation by a committee as if conducted duly and validly to the Council, of any penalty appointed conducted Council.
(3)A committee appointed under this section shall, upon the thereon and the perfonnance in writing to the Council of the function for which it was so appointed, completion report by the committee and any act or thing done by it in relation shall be complete thereto exercise by the Council not before, the Council that whereupon tion or the decisions function shall be deemed to have been perfonned Council of the function by resolution by the committee, and shall be a decision or due when, and adopts the recommenda- in question itself.
by the 17.

(I) Minutes, in proper form, of each meeting or a of the Council, of the shall be kept under the direction committee thereof, Secretary.

Minuh .. '1i.

(2)All decisions, by the Council shall be recorded orders, resolutions, or a committee in the minutes.

made rules and regulations as the case may be, thereof, shall be confirmed (3) The minutes Council the minutes case of a committee, both when prepared be forwarded as the case may be, and a copy of and confirined to the Council.
or the committee, at the next meeting of the shall, in the No.

21) !AW\' OF Uf!r'.4VA fAD 1998 22 (4)The Minister minutes from the Council to have access to the upon request.

hereof.

or a committee a copy of any of those minutes.

is entitled, of the Council and to receive Declaration of interest ..

18.

(I) A Member who is in any way.

whether directly or indirectly.

his shall declare interested interest to the Council.
in a matter before the Council (2)The Council, considered, material excluding shall determine as to constitute whether a conflict of interest.

is being the Member whose interest this interest is sufficiently (3)In the event that the Council constitute a conflict in any deliberations Juring of interest on that matter, such deliberations.
is such as to finds that the interest the Member shall not take part and shall leave the room (4) For the purposes of this section, a Member shall be deemed to have an interest nominee, company involved is a shareholder or other body of persons in a matter or his 111 a matter if he, or his spouse.

in, or an officer o( a or being having an interest before the Council.

or partner (5)Any person who fails to comply with subsection (I) is liable he proves on summary conviction unless in the matter meeting.
dollars, to a fine of fifty thousand that he did not know that he had an interest which was the subject of consideration at the Coll>ultalioo with Blnl<ofGuyona and Olher agencies.

19.

(I) The Council shall consult and co-operate with the Bank of Guyana or any other agency that exercises authority insurance duplication investors.
under a company or other body m order to minimize the protection law over a financial and to maximize of effort written regulatory institution, of {2) The Council government contravention the activities may co-operate m connection of this Act or any similar in question occurred with an agency of a foreign with the investigation of a law whether written in or ou1side of Guyana.

(3)The Council may co-operate in the work of national, or international markets.
securities dealing organizations with the regulation regional of 20.

(I) The Council shall within four months of the end of each financial cause it to be laid in the National after he receives it.

year send an annual report to the Minister who shall within thirty days Assembly AD.

1998) 5,'ECURITIES INDUSTRY [No.

21 23 (2) Copies of an annual report shall be available to the public or before be laid in the National Assembly the expiration of fourteen under subsection (1 ).
days after it is required on to 21.
The Council rules may, subject to the approval of the Minister, make of and conduct of business at (a) (b) (c) the calling of the Council; procedures respecting meetings respecting hearings the procedure prescribing orders of its delegatees tions; by the Council; for the initiation and holding of for appeals and review of and self-regulatory organiza- (d) with the approval of the Minister, the activities a code of establishing and the of Members in order to avoid that the Council of the Council and other practices governing conduct officers and employees conflicts considers of interest undesirable; any other matter, ( e)respecting whether or not required by this Act, relating administration or practice of the Council.
to the organization, procedure, Division 4 -Staff 22.

(I) The Council shall appoint a General Manager who shall hold office on such terms and conditions approve.

as the Minister shall Appoin-of <Jenenl-­and Chief Executive Officer.

(2)The Council may, with the approval Manager or the General the Chairman Officer .. of the Minister, appoint as its Chief Executive 23.

(I) The Council may appoint.


shall approve, on such terms and conditions it in any manner an expert to assist as the Minister that it considers necessary.

(2) Where the Council appoints an expert to advise it on the of specific policies, regulations or other development proposals regulatory the expert organization, the Council in writing make that report shall formulate and the Council to the public.
available of the Council or a self regulatory his views to and report may, if it thinks fit, 24.The Council may appoint, at such remuneration and on such terms as the Minister and conditions other officers and employees for the efficient shall approve, as it considers of its functions.

performance and such a Secretary necessary or appropriate 25.

(I) Section 28 of the Public apply to public mutandis Corporations Act 1988 shall mutatis (not being public officers, persons No.

21] LAWS OF GUYANA [AD.


1998 officers) holding teachers, transferred were a public appointments to therein, or transferred corporation.

referred in the public service, who are seconded, temporarily and to the Council, as if the Council (2)The Council may, with the approval as it deems appropri or other allowances such provisions pension, of its officers and other employees their employment of the Minister, ate for the payment in respect of the service on their retirement from with the Council.
gratuity make of Division 5 -Financial Provisions Funds and fa.JUf"CCIOI !he Council.

26.The funds and resources shall consist (a) such sums as may be appropriated (b)all fees and other sums from time to time falling of the Council by Parliament; due to of - the Council in respect of its operations; (c)all other sums or property become payable and powers.
in any matter that may in any manner incidental to its ftinctions 27.For the purpose of carrying out its functions, the Council - of the Minister may, with the prior approval, (a) charge (b) charge (c)charge in writing, fees for any service registration fees for transactions fees; or or provided; effected on a self-regulatory organization.

Apphcatto1t nffunds.
28.The funds of the Council expenditures shall be applied in defraying the following (a) the remuneration, fees and allowances of the Members of the Council; and other payments fees, allowances, (b)the salaries, pensions Chief Executive Officer, Secretary Council; (c)the capital advances, loans, to the General gratuities, Manager, and operating of the and other staff including expenses, of the of any property maintenance Council; and insurance (d)any other expenditure of its functions by the Council in the obligations.
and contractual authorized discharge (' a5h dcpo,11� and pavmmts.

29.

(I) All monies of the Council accruing the Act shall be paid into a bank appointed and such money shall as far as practicable bank from day to day.

by the Council, be paid into the from its operations under (2)All payments made out of the funds of the Council authorized shall be so to do by rules made by the person or persons made under section 21.

A.D l 998) SECURITIES INDUSTRY [No.

21 25 30.


( 1) The Council shall keep proper (a)all monies received books of accounts of - shall record have been received the matters and expended in respect and expended; by the Council of which such monies and of the Council.

and (b) the assets and liabilities A(:.,;ounb .md Aud11.

(2) Where assets are held upon any special relating the receipts trust, be kept in an account to such trust shall .
and expenditures and apart from al I other receipts expenditures separate and shall be kept (3)All accounts Council and shall be open to inspection by the and by the auditor appointed for a period of six years after the last entry therein, the Minister Members, in the principal office of the by the Council.
(4) Withm four months after the end of each financial of that year, in respect year, the Council financial (a)an account Council; shall cause to be prepared - statements which include of the revenue and expenditures of the (b)a balance (c) a report ( d) such other accounts sheet: setting out the activities as the Counci of the Council: I may require.
and (5) Accounts prepared (a) be audited in accordance by an auditor with this section who is a member with, the Institute of Guyana and who is appointed shall - of, and in of Chartered by the good standing Accountants Council (b) be _signed with the approval by the Chairman of the Minister; and and not less than two other Members.

(6) The Secretary shall cause copies of the signed sent to every Member of the Council, Minister before and the Minister Parliament.
accounts to be and the the auditor to be laid shall cause copies thereof (7)The Minister may at any time request the Council to provide him with information administration requested information within of this Act.

and the Council concerning any aspect of its the shall provide fourteen days.

(8)The Auditor General ensure that sums provided for.

may carry out periodic appropriated by Parliament inspections to as are utilized No.

2 lj L!IWS OF GUr'.4NA [AD.


1998 26 SELF-REGULATORY ORGANIZATIONS PART Ill of Registration sclf.re_gulatory organ1zat1on, 3 I.

(I) No person clearing securities companies self-regulatory shall carry on business as a securities or of agency or carry on activities as an association unless and intermediaries organization as a registered under this Act.

exchange (2) Application for registration pursuant to subsection (I) shall be made to the Council in such form as may be prescribed.

(.
(.

'ha, actc11:-:111..::,, of :-.t'll-rc.".

'.ul.ttory \)f�anizatwn.

unless 32.

A person shall not be registered as a self-regulatory organization that person (a)proposes (b) is a body ( c) is incorporated 111 State and registered to engage corporate: in Guyana: in the securities business; in any other Guyana or incorporated (d)has a body of rules for the governance of its members.

PWCC'-;',ltlg_ \If applicat1011s.

33.


(I) Forthwith after receipt of an application the for registration, in the Gazette shall publish ting in Guyana, Council circula notice inviting comments shall be borne by the applitant.

on the apphc;ition, anx interested "'- and in a daily newspaper a on three consecutive Saturdays, person to submit written and the cost of the publication (2)Written comments within referred of interested fourteen (I).
to in subsection the Council notice persons shall be submitted days of the third publication to of the (3)SubJect to subsections (4) and (5), the Council subject for registration to the approval may grant an of the application Minister.
(4)Subject to subsection (6), the Council shall refuse an application (a)the applicant where - is not organized for registration and resources have the capacity with this Act and to enforce compliance or and their employees (b)the rules of the applicant do not comply with its rules; it to comply by its members with section 34. in a manner or does not that enable (5) The Council applicant refused this Act may refuse or a director registration an application for registration if the would be or officer of the applicant as a market participant under Part IV of (6) Where the Council, subject for registration, an application to the approval grants in the rules of the applicant of the Minister, a change it may require or its fair administration to ensure A.D. 1998) SECURITIES INDUSTRY [ No.
21 27 to make the rules the purposes further of, this Act.
conform to the requirements of, or otherwise (7)In considering whether, subject to grant an application of the to the approval the Council for registration, in particular, take into account the rules of the applicant Minister, shall, that relate to - (a)prices, fees or rates charged for services; applicant by members of the (b)conditions membership in of entry into the securities or otherwise; the applicant market through (c)the structure (d)the quantity or form ofa member or participant; of services furnished by a member or participant; or quality and (e)any type of restraint on competition.
(8)The Council accept a voluntary surrender to any conditions of a registration.

it may impose, may, subject 34.

(I) The rules of an applicant for registration shall contain Obligatory ndes.
- provisions (a)for the protection (b)for fostering persons trades about and facilitate who clear, settle, of investors cooperation and the public interest; and coordination among regulate, process in securities; information (c)ensuring fair representation of its members in the of its affairs; administration (d)for an equitable allocation of reasonable who use its facilities; fees and charges (e)relating among persons to the disciplining a member who contravenes without provide tion of activities, and or exclusion (t) specifying from employment; the procedure proceedings, prejudice for censure, functions of a member or employee of its rules or this Act and may of the foregoing, limita­ expulsion, fine, suspension, to the generality required 38 for by section disciplinary exclusion access denial of membership, of or limitation or denial by it or its members.
to services furnished from employment or operations, of suspension (2) Without prejudice to subsection as securities ( 1 ), the rules of an applicant exchange for registration securities companies provisions (a)to prevent of or association contain deceptive - designed and practices and manipulative acts an and to facilitate practices and intermediaries shall and to promote efficient (b)to provide, market; fair trading and subject to sections company or securities and 38, that a 1,11ay 33(3).
intermediary securities become a member of the exchange or association.
No 21) Ll rrs OF GU}ANA [A.D 1998 28 (3) The rules of an applicant provisions shall contain (a) to develop designed for registration as a clearing agency and operate a prompt and accurate clearance and settlement (b)to safeguard under its control system; in its custody money and securities or for which it is responsible; and or (c)to provide, securities institution, another persons participant subject to sections company or securities clearing 33(3) and 38, that a intermediary, a financial or class of designated by the Council may become a agency.
agency or a person in !he tl�aring ( 4) The rules of an applicant for registration shall not - among persons discrimination who use its (a)permit unfair facilities; (b)restra111 achieve or competition the objectives to an extent not necessary specified in subsections (I) to (3).

to Procedllte on propooed amend­ ment 10 NIC'I, 35.

(I) Where a self-regulatory it shall file with the Council and a concise rules, amendment purpose.
a copy of the proposed and of its substance statement organization proposes to amend its (2) Forthwith atter receipt (I), the Council of a proposed subject shall, in the Gazette on three consecutive subsection publish Guyana, interested amendment, the self-regulatory organization person to submit written under amendment to subsection (6), circulating in any a notice comments on the shall he borne by inviting and the cost of the publication and in a daily newspaper Saturdays, (3)Written comments within referred of interested fourteen to tn subsection (2).
the Council notice persons shall be submitted days of the thi�d publication of the to (4)Subject to subsection a proposed organization.
approving regulatory (5), the Council amendment may make an order to the rules of a self­ a proposed organization if - (5)The Council may make an order refusing amendment (a)the organization to the rules of a self-regulatory is not organized in a manner and would not have the capacity compliance with its rules as amended; and resources to enforce (b) the amended rules would not comply with section (c)the amended 34; or with this Act.
rules would be inconsistent (6) Where the Council ti led pursuant to subsection (I) - determines that a proposed amendment AD.

1998) ,\'ECLRITJE.\' INDUSTRY [No.

21 29 ( a) makes no material substantive change in an existing rule; or (b)relates exclusively to the administ it may approve ration of the the amendment an opportunity for a hearing without to pursuant organization, providing 129. section 36.
(1) The Council may make an order requiring organization a change in the to ensure its fair rules of a self regulatory administration requirements or to make the rules conform to the of, this Act.

of, or otherwise further the purposes Power of Council to require in rules_ change proposes (I), it shall publish (2) Where the Council subsection notice 129. that complies to make an order pursuant to ation a and send to the organiz of section provisions with the applicable 37.
(I) A self-regulatory organization shall not require its members to comply with a schedule services or limit in any way a member's or other fees for their income.

of commissions Cormol of comm1�'>ions and fees., (2)Nothing in this section organization members indicating fee or rate charged what, in its opinion, is the market price, for any particular service.

from issuing, shall prevent to its from time to time, a notice a self-regulatory 38.
( l) Subject to subsections (2) and (3), a self-reg organization shall grant an application ulatory for membership.

Conditions membership.
for (2) A self-regulatory impose conditions to services furnished ( a) lacks the financial organization on membership, by it or by its members, to a person who­ or operational responsibility may refuse membership, or prohibit or limit access or capability by its rules; (b)does not meet the criteria required in for membership specified its rules: or (c)does not carry on the type of business that its rules a member to carry on, require but it shall not refuse membership required business on membership to a person who carries by its rules on the basis of the volume or any other lawful business on or impose conditions on the type of business of the required that the person carries (3)A self-regulatory may refuse membership to, organization of membership impose conditions to services furnished conditions on employment (a)lacks the training, or limit access by it or its members to, or impose by a member of, a person who experience by or competence required on, prohibit its rules; or No.
21) LAWS OF GUrANA IAD 1998 30 (b)contravenes this Act or any other law or self-regulatory any other law.

organization registered a rule of a under this Act or (4)A self-regulatory organization conditions shall, before refusing on such membership by a member and before or conditions or imposing membership imposing disciplining with the procedures (4)to (7) and (8)(a) and (b).
on employment a member or an employee for orders specified of a member, under section comply 129(1), (5)A self-regulatory organization may, but need not, publish a decision unless the Council directs otherwise.
disciplining a member or an employee of a member (6)Subject without (a)suspend- to subsection a hearing holding (7), a self-regulatory (4)- by subsection as required organization may, (i)a member who has been expelled or is under suspension from; (ii)an employee of a member who has been excluded or is under suspension member by, from employment by the another self-regulatory under this Act or another organization similar that is registered statute; (c)suspend (b) suspend believes creditors, financial a member if the organization it necessary members or the organization because difficulties who is in default reasonably for the protection of investors, of of the member; of delivery of clearing and furnished or operational a participant to a registered to services agency; by it or its money or securities or limit access to a person ( d)prohibit members (i) to whom paragraph (a), (b) or (c) applies; (ii)who does not meet the criteria for access specified in its rules; (iii)where such action or is necessary for the protection of investors, organization.
creditors, members or the (7) Where a self-regulatory organiz subsection (6), the organization for such a hearing suspension, until within prohibition is completed.

the hearing seven days of its decision and the or limitation shall remain in effect ation acts in accordance shall provide with an opportunity rilintt llf copy of dcci,ton wi1h Council.

39.
39.

(I) Where a self-regulatory 38 refusing section membership member, or imposing organiza membership under tion makes a decision conditions on or imposing by a on the employment conditions it shall at once file with the Council a copy of the AD.

1998] SECC'RITJES INDUSTRY [No.

21 31 decision, prescribed the reasons by the Council.
therefor and any other information (2)On an appeal or review of a decision made pursuant to section if it finds shall affinn the decision 38(2) or (3), the Council that - (a)the decision is in accordance and this Act; and organization with the rules of the (b)the rules or this Act were applied 34, the objee-tives specified furthers in section in a manner that to an extent but if it does not so find or finds that the decision competition objectives decision (c)admit the person (d)pennit the person in section to- the organization not necessary the to achieve 34(1) to (3), it may set aside the affected to be employed to membership; in the desired specified or require capacity restrains by a member; ( e) grant the person or members; (t) take any other action in section specified 34. access to services furnished by it or its not inconsistent with the objectives (3)On an appeal or review of a dt.
:1sion of a self-regulatory a member or an employee of a disciplining organization member, the Council (a)affirm or modify the sanction person disciplined or this Act; or organization may - imposed if it finds that the contravened the rules of the (b) set aside the sanction (c)remand the matter to the organization if it does not so find; and for further imposed proceedings.
or review referred to in subsection (3), the (4)On an appeal Council finds that it restrains achieve the objectives may set aside or modify the sanction imposed if it to not necessary competition to an extent specified in section 34(1) to (3).
(5)An order made by the Council under subsection (3) or (4) does not affect the aside or modifying of any action setting validity the sanction contravened taken by the organization as a result of the action before the order was made, unless this Act or the rules of the organization.

a sanction 40.

(I) No self-regulatory organization by it, unless for quotation authorizing investors, the delisting such conditions, it obtains and imposing, fit.
if any, as it thinks shall delist a security admitted an order from the Council Delis1ing of securities.

for the protection of (2) The Council unless security, the delisting is in breach of - shall not refuse to authorize the delisting of a No.

21} LA TfS OF GUYANA [AD.

l 998 32 (a)the rules of the self-regulatory (b) an agreem�nt entered or into by the issuer organization; of the security.

Appoin11ncnl of auJ,tor_ 41.


(I) A self-regulatory organization the Council, appoint an auditor subject shall, of affairs.

to audit its financial to the approval (2)A self-regulatory organization shall an auditor the member's members (a) examine who shall financial to appoint require each of its with the rules of the organization; affairs 111 accordance and (b)report the results of the exam in at ion to the auditor of the organization.
(3)An auditor appointed under subsection (I) or (2) shall be a member, in good Accountants of Guyana.

standing, of the Institute of Chartered ( 4) The auditor the Council under subsection (2).

of a self-regulatory on request organization to shall furnish by him a copy of a report received Keeping and in.spccll\lfl of rtcords, etc 42.
(I) A self-regulatory organization shall - (a)make and keep such records in such form and for such periods as the Council may prescrihe: (b)file with the Council prescribed form; or any prescribed report 111 the (c) disseminate paragraph the Council with record.

prescribed to the public a report referred furnish in writing, from, any (b), and shall upon request.
a copy of, or an extract to m (2) The Council may at any time authorize the records (a)inspect in writing to - a person ion and of a self-regulatory or of the organization the financial organizat affairs to examine any of its members; (b)prepare such financial or other reports as the Council requires.
(3)A self-regulatory organization shall - and furnish a person (a) produce authorized (2) with a copy of any record under subsection to in subsection (I) or any other record that he reasonably requests; and by the Council referred (b) answer any question he asks concerning those records.

Sanwons rr n,les.

organization 43.
(I) Where a self-regulatory (a)cnntravenes (b) is unable (c)fails or is unable to comply with its rules or this Act; to enforce this Act that 1t is required its rules or this Act; of or to administer - or enforce, its rules or a provision AD 1998] SECURITIES INDUSTRY (No 21 fails to comply with an order of the Council section 36(1); under (d)fails to obserw standards of solvency prescribed by the or Council: (e)any of the members of which is guilty of gross the Council may make an order - negligence or fraud_ on: (f)censurin (g)limiting (h)suspending g the organizati its activities_ or revoking functions or operations: or its registrati on .
(2)Where a director, contravenes organization Act, the Council suspending or removing the organization.

officer or employee of a self-ref;ulatory or this the rules of the organization may make an order censuring him or with him from office or employment 44.
(I) Subjectto subsection(3)- ( orupla1nt· (a)any person who is aggrieved member of a self-regulatory other market participant in respect complaint addressed to the Chairman; (b)the Council may investigate thereof by an act or dealing organization Part IV may lodge a by a or by any registered and adjudicate upon the to the Council in writing complaint; and (c) section to such 133 shall have effect in relation investigation and adjudication.
(2) The Council may upon such adjudication make such order as an order for the payment it thinks just, including member of the self-regulatory as the case may be, of any sum by way of restitution compensation or the registrant, or as by the complainant.

for any loss suffered organization by the (3)Subject in subsection to subsection ( 4 ).
Where a person aggrieved as against mentioned a (l )(a) makes any complaint he member of a self-regulatory organization shall, to an adjudication if the Council the outcome of or registrant upon it, abide by proceeds such adjudication_ 45.
(I) Where a dispute involving shall be referred transactions m securities 01<;putes rnernber organization, C(1mpanies, to the board of directors members of a self-regulatory between dispute governing body tion, and the board shall investigate the make such order for the resolution fit.
of the self-regulatory dispute, arises such or similar organiza­ and shall as it thinks (the "board") of the dispute between (2)It shall be the duty of each of the parties forthwith the dispute and to deliver to inform the Council of or cause to be delivered to the dispute of the existence to the other in writing No.

21 l J,.1 ll'S OF < ;r Tl.\'.

I !AD l'J98 14 party or parties such notice Council of the dispute.
to the dispute, hours of within twenty-four given to the a copy of the notice to the Council, (3)Where a member is aggrieved by the decision of the board under subsection of the receipt of such decision, appeal to the Council.

(I), the member may, within fourteen days (4)Where the Council subsection no appeal shall (3), the decision be brought in a matter of the Council referred to it under shall be final and in respect thereof adjudicates (5)The Council may.
by any adjudication order the payment money, including case may in the opinion by any party to the dispute a sum to cover costs.

under this 5ecti0n, of any sum of as the _justice of the Council require.

of the REGISTRATION OF MARKET PARTICIPANTS PART IV Reg1suat1on required for membership or lii.:ensing.
46.No self-regulatory organization registered in membershi p, or grant under this Act may admit a licence to, any person has applied or unless such person for and not been refused is registered with the Council ion registrat to or continue such person unless by the Council under this Act.

Registration carry on business.

lo or hold shall carry on business, 47.


(I) Subject to this Act, no person out, as himself (a)a broker; (b)a dealer; ( c)a trader; (d)an underwriter; ( e)an investment (f) a securities intermediary; or (g)a securities company, unless such person is registered accordance underwriter of a valid license issued by in with this Act and, except in the case of an or an investment that person a self-regulatory as such with the Council adviser, adviser; is the holder organization.
(2) Where an applicant - (a)is considered by the Council to be suitable for; and applied for in the capacity registration (b)pays the prescribed shall register the Council of registration certificate the applicant in the prescribed form.

fee, and issue him a (3) In this Part.

a person possessing "basic (a)if an individual, be at least twenty-one in Guyana and of good character; resident qualifications" shall - years of age, A.O.

1998] SE<.

'CRITIE.\' INDUSTRY [No.


21 35 (b)if a company, be incorporated in in any other State in Guyana or and be registered incorporated Guyana; (c)not have had a receiving him which remains or bankruptcy order made undischarged; against (d)if a company, not have a receiver or receiver manager appointed in respect of its undertaking; .
direct (e)not have interests or indirect with or be likely to affect the conduct his business (f) not be a person in securities; which may conflict and integrity of who has been suspended from any stock exchange from dealing or self­ on or expelled regulatory (g)if an individual, organization; have such experience in the securitie s may and such other qualification as the Council industry from time to time prescrib e; (h)if a company, employment (i)has been awarded an individual who - have as a director 0r in its full time a degree or professional in economics, administra from a university banking, tion or chartered or other law, qualification accountancy, business secretaryship educational Guyana recognized (ii)has such experience or by the Council; in the securities and industry may from as the Council institution within or without of such other qualification time to time prescribe.
(4) The Council person (a)if he ceases for the following reasons to carry on the business for which he may suspend or revoke the registration of a registered; or maintains (b)if he obtained concealment in the opinion for registration registration or misrepresentation of any fact which is, of the Council, or to his suitability to be registered; material by the to his application (c)if his registration has been made by mistake.
however such mistake (d)ifhe had defaulted arose; a self-regulatory participant; other market in the payment organization, of any moneys due to or to any the Council, (e)if a levy of execution in respect of him has not been satisfied; (f) if he is convicted dishonesty; of an offence involving fraud or (g)if he contravenes, or fails to comply with, any condition or restriction· this Act; applicable in respect or of his registration No 211 LAWS OF GUYANA [AD 1998 36 (h)1t he fails adequately to supervise or to conduct the or on on his instructions activities his behalf; of any person acting (i)if he ceases ,o meet a requirement his pas:c qualiflcat1ons.
regardirig of subsection (3) (5)The (�ounc!I shall not refuse to register an applicant without the applicant giving Council applicant refuses in writing to be heard.

an applicant, for so doing.


an opportunity of the reasons to register and where the the it shall notify (6) The Council shall n,airrtain a register ot ail persons registered with the Council (7)The Council shall - (a)by the 31st March of every year prepare a list of all which shall be by class of registration, valid registrants, published circulating in the Gazette in Guyana; (b) permit any person upon the payment and in a daily newspaper of the prescribed fee, to inspect register referred hours.
business and to make extracts to in subsection of any entry in the (6) duriHg normal r<J9,.

No r or (8)Notwithstanding but subject of a registrant, of this Part to the of this Act relating to any other provision to the provisions persons contrary, the discipline the commencement "financial Institutions Act 1995 are deemed to be registered under th is Act.
companies of this Act were licensed as provided before who immediately a to conduct 3 of the Financial business" in section as securities (9) A person who is deemed to be registered under subsection (8) of this Part, with in six months of the commencement to shall, comply with the requirements do so shall cease for registration ments.
to be registered, whenever of this Act and upon failure to apply but shall be entitled he is able to meet those require­ ( I 0) A person who contravenes and is liable thousand offence hundred dollars on summary conviction to a fine of one and to imprisonment for two years.

subsection (I) is guilty of an Appllc:iti0n for registration as securities intermediary.

48.
48.

(I) Every application for registration as a securities intermediary shall be made to the Council be accompanied by such fees as are prescribed.

in the prescribed form and shall (2)Every applicant for registration shall have the basic qualifications as a securities mentioned in section 47(3).

intermediary A.D 19898] :C,'£CURl11ES INDUSTRY [No.
21 37 (3)Where an applicant wishes to be registered as a trader, in respect of - as a secunties intermediary, ( a) equity other than solely securities up capital only, he shall have such minimum paid by the Council; as may be prescribed or (b)equity securities and other securities.

or, as the case may be, other securities paid up capital as may be prescribed only, he shall have such minimum by the Council.
( 4) In addition to the provisions of subsections (I) to (3) - for registration by the applicant as a trader and by a broker in securities company under whose direction and as a that the applicant operate it is proposed (a) every application shall be signed jointly of the securities supervision trader; and (b) the Council unless trader to be registered person the applicant require in making the application as it may deem necessary may decline it is satisfied and the broker to produce for the purpose to register any person as a that he is a fit and proper and may make such inquiries and who joins with him such information 49.The Council intermediary may suspend for any reason or revoke the registration in section mentioned of a securities 47(4).
Susrensi()n on revocation of registration as "..ecunt,�s company.

50.

(I) So long as the performance is solely incidental of services as an investment adviser occupation as mentioned persons adviser an investment (a) an insurance under this Part - may act as investment advisers to its or his principal in this subsection, business or the following registration as without company registered under the Insurance No of 199ts from for [>..:1n11t1.Jn reg1stratmn certain ad,11.�ers.
mvestment Act 1998; institution licensed under the Financial No I of I 'J9<;;, (b) a financial Act 1995; Institutions (c)an attorney-at-law ( d) a publisher or an accountant; of, or writer for, a bona fide newspaper, or business or financial distributed paid circulation, to it for value or to purchasers of it, publication that and regular news magazine, is of general only to subscribers who- (i) gives advice as an adviser either as such publisher or writer and as or writer an attorney-at-law only or as such publisher or an accountant; (ii) discloses interest respect in the publication any direct or indirect which he has in any of the securities of which he gives advice: no commission or other consideration and for in his giving the advice other than for acting capacity or writer; as a publisher or prescrib ed.
or class of persons in (iii) receives (e) a person No 21) I.A lfS OF GUYANA [A.O.

1998 38 (2)For the purposes of this section, ''accountant" means an individual who is a member in of Guyana.

of Chartered Accountants good standing of the Institute Appliation for 5 I .
( l ) Every application for registration securities company as a rq:i1tration securities company� as shall (a) (b) indicate be made to the Council clearly undertaken be accompanied the class or classes by the company; and of business to be (c) by such fees as are prescribed.

in the prescribed form; · (2) Every applicant for registration have the basic qualifications as a securities company 47(3).

set forth in section shall ( .... , .)


) Where an applicant in respect company (a)equity securities of - only, it shall have such minimum paid wishes to be registered as a securities up capital as may be prescribed by the Council:.

or (b)equity securities and other securities, or.

as the case may be, other securities paid up capital only, it shall have such minimum by the Council.
as may be prescribed (4) Where a company is registered mentioned in paragraph individual be responsible for the discharge securities which it is registered.

company, as a securities 47(3) shall (h) of section of the of the obligations for to each class of business company in relation an r,r may suspend SlL'flt'n�1on rc:vocatoon of 5 2 .

The Council rq;l'.tr.1t1on .-s s�1.unt1� l..:(tmpanv S...pc1mon of 5 3 .
Where any registered regittra1ion on proKCU'tt00 of market partidpant.. for any reason company or revoke the registration of a securities mentioned 47(4).

in section market participant may suspend for breach of such market is prosecuted the registration from the date of the institution this Act, the Council participant any time thereafter, upon the dismissal there is more than one charge, upon all the charges.
but such suspension of the charge or the withdrawal the dismissal of such prosecution shall automatically or at cease or, if thereof of or withdrawal of cancdlation.

SUSJ)C'flStOn or revoca11on.

EfTcc1 of 5 4.

Where the Council registration in the area of activity issued organization of any person, shall forthwith by a self-regulatory for which he was registered, or membership organization become invalid.

has canceled.
has canceled.

that person suspended shall forthwith the or revoked cease activities and any license in any such Indemnity inwranu.

55.Every securities company registered of insurance of indemnifying on terms prescribed such registrant against policies purpose may be incurred or any of its officers as a result of any act or omission or employees.

any liability that of the registrant under this Part shall obtain for the by the Council A.O.

1998) SE<TRJTJES INDUSTRY [No.


21 19 REGISTRATION OF ISSUERS AND SECURITIES PARTY 56.

(I) From the date of commencement of this Part, all public shall become reporting issuers and shall, within days from that date, file with the Council a registration companies ninety statement in the prescribed form.

Re�istration stalements of i�suerJ.


(2)A person who proposes to issue securities to the public issuer as a reporting in the prescribed and file a the form and within with the Council statement register registration time.

prescribed shall (3) A reporting annually of the end of its most recent issuer financial year.
so that the information contained therein is current as shall amend its registration statement ( 4)An issuer in its registration statement information that is of a type prohibited shall om it or amend any by regulation.

(5)An issuer information may include any in its registration that is not of a type prohibited statement by regulation.
(6)Where a reporting ceases issuer to be a public the may on its own motion or on application interested person make company, by the issuer subject an order declaring, is that the issuer appropriate, Council or another to such conditions no longer as it considers a reporting issuer.

(7) This section shall not apply to any issuer which is a govern­ ment entity.

(8)In subsection (7) and in section 57(3)(b), "government entity" means the Government municipal corporations.
of Guyana, the Bank of Guyana and 57.

(I) Subject to subsection (2), no security to the shall be offered it organization with any self-regulatory unless Registration of securities.

or listed public is registered statement that has become effective.

with the Council by means of a registration (2) A unit issued by a unit trust scheme, accordance with the terms of a prospect has been issued with the Council.
or a mutual fund, in us for which a receipt is deemed to be register by the Council, ed (3)Any security may be registered with the Council by filing a registration signed statement No.

21] [AD.

1998 40 (a)by the principal executive officer least two members of the board of directors ISSUCI.

c>r and at of the issuer of the ( bJ 111 the caie of a government entity, by the underwrit er or agenr.
de:;1g1ntcd ,:ppcarini; (4) Signatures presumed been 1ffo:cd llf the person whose signature i-; proved b; the perso11 denying tn have shall be statements by authority the contrary unless of the signature.

on the registration to that stJterncnt the 1·alid1t1· is sn affixed ('.>) J\ registration ,:hall statenh:nt be dee111eJ ii:c·J therein effective only as to c,r to be qffr:rcd ;is prorosed dw secunties !pee l1·acd.

:1:, the ca,c 111J\ lx (t•: ,\l the t,mc of filirn, �ubsect:on .1s mav be pres.
:rilwd (3 \ the appl!canr b1 the C (111ns.

:ii ;1 TCC'.is,,at;un stalemcnt ,hall pav to the Council pursuant such fees to ( 7)The tiling ,,, itil the Co111!c1l therl:'to under this seC11t>n or any tu have shall be dt..:mcd of a registration staternent amendment taken place upon receipt th•.

:rcoL but the; filing statt:ment accomparned subsection((,).
shall not be deemed to have taken place unless Pt the tee required of a 1 egistration by the airount under (S)The information contained shall be made available 111 or tiled ,v1th :my to ihe pt1bl1c in such mannn rcg:str:ition statement as 111ay b..: rrcscnbed.

(9) The effective date of ,, 1egistr,1tion sh ail he statement ,ietenn ined by d'.e Counc,, 58.
(I) A rer,urtin; issuu sh.iii, within tour months after the end ot its tin,111c1cl.l (a) file \is itl, lh,: Ccu,1: .I a y:·;.i .. contarnmg the <1rnJ any oti'ei prc)h1bited ,nh,rir,,1t1on m fo1,,iat1on by 1e;rni.
:it1on; anli that rs not of a type t:opy of rts annual report prescribed b: the C(,unril (h)send to cacl, or' statl·111ents as rhe Co1rncil niay prescrib<; its security holck·rs such financial (2)J\ reportmg is�ucr shall file such other reports in such form as may be prescribed (3) Snbjcet (4), where a to subsection change occurs in as of 21 repo:-t1llg 1,sue1, shall, is5uer material the reporting any event no later than seven days the affairs soo1, as f,racticabie bu, in the Council aftr;r the cha;igc fil;:: with and issue a press occurs, AD.
1998) ,\'E( 'URJTIE5,' INDUSTRY [No.

21 41 authorized release and substance by a senior of the change.

officer that discloses the nature that the disclosure by subsection (3) would be unduly detrimental (3) shall not apply to subsection (5).
subsection issuer is of the opinion (4) Subject where· (a) the reporting required in writing to its interests and advises seven days of the change and the reasons why it is of the or opmion that there should issuer of the reporting a change made by and the directors not be a press release: change in the affairs to implement of a decision the Council within (b)the material consists the directors management any person made or intends purchasing of the issuer of the issuer with knowledge or selling to make use of that knowledge of the issuer.
securities and senior to believe that change has material in have no reason of the that the disclosure change would not be unduly detrimental is of the opinion of the to the (5) Where the Council material interests of a reporting reporting to the public of the material issuer an opportunity change.

issuer.

it may, after giving the to be heard.

require disclosure PART VI DISTRIBUTIONS 59.

(I) For the purpose if - (a) of this Part.

an advertisement offers securities Dctin,uon and t.:tlll':IINC:lion.
to enter into an agreement for or otherwise for or with acquiring or it invites a person a view to subscribing underwriting it contains indirectly any securities; information entering to a person or calculated to lead directly or into such an agreement.
(b) (2)In this Part· (a)"distribution" in relation offer to sell securities; to any securities an includes (b)"offer to sell" includes an attempt or offer to dispose of or any solicitation engaged (c) "person of an offer to buy a security; in the distribution" to any the issuer, a registrant or is to issue securities in relation or any other or is engaged securities, means person who issues in a distribution means.
(d)"sophisticated to which this Part applies; (i) a person purchaser" who participates as principal the consideration of which is no less than five hundred dollars; thousand (ii)a person who - in any trade No 21] L4W.\' OF C,UYANA [AD.
1998 42 (A)Ins access to st.:hstantially the same that is the issuer information evnceming required 64(1) under section and t2): and in a pm�pectus as an invest­ to provided (B) is able to evaluate a security ment on the basis of information by vinue of his net worth him by the seller and advice which may be available from an 111vestment remuneration ';ecurity distribution; of the or direc!or rn chil•:1. sister who receives from the issuer or selling with the holder in connection to him no brcther.
adviser or ,:n officer parent.

or his i,sue1 spouse.

(11;·, t·,,u1i,n 60.In this Part, "block distribution in connection required securities prospectus acquired requirements with a distribution under 8 distribution means a prospectus of previously issued exempted under section circular" from the 6 7(2).

l'11>.'pt:t..1li.'

1i.:q111rcJ.

61.Subject to section 62, no person shall distribute a security has been filed with and a a unless prospectus receipt therefor has been issued circular by the Council.
or a block distribution 62.

(I) No person shall offer to sell a security the offer is made by means of - unless or block distribution distribution (a)a prospectus in connection with a circular by the Council: for which a or receipt has been issued (b)an advertisement - (i) identifying the security distributed, a person from in paragraph specified and a person through (a) may whom orders whom a document be obtained, will be executed: and whatever (ii)containing permits or may prescribe.
other information the Council (I).

a person engaged in the expressions subsection may solicit (2)Notwithstanding distribution purchasers Council the class of persons security proposed with respect in writing that he intends to a proposed to be distributed.

of interest distribution from prospective if he notifies the the issuer.

to do so and identifies and the is to be offered to whom the security Dcliverv L1f a pn)spectus, 63.
(I) No person engaged in the distribution of a filing pursuant class that is the subject for which a receipt ninety days of the date of the receipt.

delivers distribution agreement to the purchaser circular of sale is made.

of the security within two business of a shall sell a security 61 and to section by the Council.

within unless he sends or a prospectus days after the has been issued or block AD.

1998) .S'ECURITIES INDUSTRY [No.


21 43 (2) The Council shorter period than that specified in subsection (I).

may, in respect of reporting issuers, prescribe a (3) An agreement the purchaser not later than two business the prospectus the purchaser intends not to referred to in subsection on if the person engaged in the distribution receives received (I) is not binding days after the purchaser written notice that be bound by the agreement.
circular or block distribution ( 4) A person who files a prospectus 69 shall provide to section in subsection pursuant specified in the distribution number of copies of it without and shall furnish charge.
(I) upon request copies during the period of a person engaged to that person a reasonable or block circular distribution (5) for the purposes of this section, the receipt of a prospectus or block distribution circular agent of the purchaser security referred by the purchaser as of the date on which the prospectus or block distribution to in subsection ·w,th respect by a person who acts solely as to the purchase (I) is deemed to be a receipt agent received circular.

of a the 64.
of a the 64.

(I) A prospectus shall contain such other requirements absence of regulations Schedule 1991 shall govern the conte;1ts under Part I I I, Division Act D of the Companies of any prospectus.

such information as may be prescribed.

made by the Council, and comply with and in the the First (\1ntcn1s of ptll).(lCCtll.'-.
(2) In addition to the information by virtue of subsection to be included in a shall ( 1 ), a prospectus required such information would reasonably for the purpose prospectus contain advisers find there, of- (a)the assets as investors and their professional require, of making an informed and reasonably expect to assessment and liabilities, financial position, profits and of the securities; and losses, and prospects attaching of tile issuer (b) the rights being information person responsible reasonable to those securities, which is within the knowledge of any or which it would be for the prospectus for him to obtain by making enquiries.
(3)In detennining what information of this section regard shall be had also - is require.cl.to be included in a prospectus by virtue (a)to the nature of the securit ies and the issuer of the securities;, (b)to the nature of the persons their likely to consider acquisition: (c)to the fact that certain matters expected to be within the knowledge may reasonably be of professional No.

21) LAWS OF GUYANA (A.O.


1998 44 advisers reasonably of any kind whom those persons may to consult: be expected available (d)to any information professional by virtue of any written law or by virtue imposed advisers of requirements to investors by the CoL111cil.

or their and Supp1.,,.,wy �- 6S.


(I) Where a prospectus can be entered distribution 61 in respect has been tiled under section f and at er of seellrities or ,my of of those of any proposed any time during which an agreement securities (a) there is a material change affecting any of in fornrnt1on 64(1) and (2): of information 111 1f it had of which would have iJeen so required in the prospectus of which is required fact occurs of section the inclusion in respect of tlrnt contained in respect offer.
matter into in pursuance the inclusion by virtue (b) a material respect arisen when the prospectus who delivered was prepared, the prospectus to it for registration of that material particulars then the person to the Council tary prospectus or fact as the case may be shall deliver containing a supplemen­ change for registration prospectus (2)Where a supplementary and sales in reliance is required on the original to be delivered.
prospectus may has been prospectus no offers be made until the supplementary deliver..:d therefor.

any person shall be accompanied prospectus.

to the Council and every prospectus thereafter and a receipt issued sent or delivered to by the supplementary for registration ( 3) 1 n I ieu of a supplementary prospectus.

may deliver prospectus and upon issue of a receipt the original delivered for registration.
prospectus alllcnded provisions of this Part applicable tus shall apply to an amended as provided prospectus.

in section use.

an therefor 70. and the the person who prospec­ to a supplementary to the Council ( 4)Where the person who delivered the prospectus for is not aware of the material change or fact in he shall not be under any duty co comply with registration question subsection responsible the prospectus of it.

shall be under a duty to give him notice (I) .

unless he for the prospectu!..


is notified who is aware of that material change but any person for responsible or fact of it by a person , <.1 Se4:ti011 63(1) applies al:.o as respects contained matters tiled under this Part in respect prospectus in a of �upplementary the !.ecurities in question.

A.D 1998) SECURJTIE� INDUSTRY Jl!

o.

21 66.


(I) A prospectus of an issuer, securities porting to be made by an expert, (a)that expert has given, of that invites subscriptions for or the purchase statement and that includes a pur­ - unless shall not be issued of a and has not before delivery withdrawn, to of of the statement his written consent in the form and context copy of the prospectus the inclusion which it is included in the prospectus; and Ex:pen'1 c.on1C11t.
expert (b)there appears in the prospectus has given and has not withdrawn a statement his consent, a person is not to be deemed to have by reason only (a) to by paragraph to be purporting the issue of a prospectus and accordingly, or caused authorized of his having given the consent the inclusion made as an expert.

in the prospectus of a statement required that the 67.
(I) Sections 61 to 63 do not apply to a distribution - (a)by an issuer principal; where the purchaser is an issuer as acting (b) where the purchaser being distributed; is an underwriter of the security ( c)by an issuer that is distributed to holders of its securities of a security as a dividend; of a security to a reorganization, (d) by an issuer incidental of its assets ( e)by an issuer for the purpose of a security to holders winding of winding pursuant of its securities as up or distribution up its affairs; to the exercise which right was previously of a the security, right to acquire granted remuneration distribution services investors, by the issuer, or other if no commission of the is paid or given in respect or professional except for administrative of other than the solicitation or for services, performed of a right, by a registrant; transferable of its securities granted or otherwise, to purchase to pursuant and of securities additional by it to holders securities the exercise (i)if the issuer of its own issue, of such a right • files with the Council a in the notice (f) by an issuer prescribed and holders; form that is to be sent to its secority does not inform the issuer (ii), the Council within or the offer; and sends to its · files with the Council (iii) the issuer security holders infonnation relating that is satisfactory securities in writing t9 fourteen days of the filing that jt objects .
.

to the•' .

to the Council; that is exchanged by or for the of a security (g} by an issuer of the issuer account holders of another (i)a statutory with another pursuant amalgamation issuer to - issuer or arrangement; or or the security No 21) L-1.
H'.\' OF (;U}ANA (AD 1998 46 ( 11 l a statutory procedure lo the assets of another by operation lllle existence existing issuers merge mto a new issucc by which one issuer takes that loses its issuer of law or by which the (h) by an offcror (i) by or for the issuer pursuant to a take-over bid: or owner bv means of an isolated sale that is not made Ill the course of continued succcssl\'c or (I) by an issuer sales of t he same secun ly, of securillcs if - are not induced issue to lls cmplovccs.
( i) the employees of its own or an associatc's to purchase of employment by expectation and employment with the issuer; or other remuneration is paid or except for of the distribution securities continued (ii)no commission given in respect professional solicitation other than the by an issuer; of employees, or for services perfonned services the or (k) where the Council makes an order declaring that the cost but in such circumstances a prospectus outweighs of providing protection Council considers the standards to investors, may make the appropriate order subject including to any conditions the resulting the it conditions detennining to the offer; the of Guyana, or statutory corporation or guaranteed by the Government of civil liability applicable Bank of Guyana or a municipal body in Guyana; (I)issued (m) by a person declared who purchases an exempt purchaser by order of as principal or as trustee for fully managed (n)in such other circumstances by it; or as the Council may the Council accounts prescribe.
(2)Sections 61 to 63 do not apply to a distribution to not more rs, each of whom is a sophisticated than fifty purchase purchaser (a) the distribution if - in writing is previously notified Council and is not accompanied other than an announcement, of its completion; Council, or promotional (b) no selling in connection with ional services and expenses the distribution performed or services are paid or incurred for profess­ except by an issuer.
as prescribed by the to the by an advertisement (3)Sections 61 to 63 do not apply to a limited offering.

of this section, (4) For the purposes offer within not more than fifty purchasers where such time as may be prescribed by the Council to "limited means an offering" of the securities distributed AD.
1998) SECURITIES INDUSTRY [No.21 47 holder obtains an that is filed with the to file or agrees a prospectus with (a)the issuer or selling security from each purchaser each purchaser to the securities agreement Council under which cause to be filed with the Council respect purchased owners of the distrib the completion prescribes; the Council and or promotional (b)no selling uted securities within of the distribution by him results expenses if a sale of the securities in there being more than fifty two years of or suer other time as in connection ional services investors by an issuer.
with the distribution or services other than the solicitation of are paid or incurred except for profess­ (5)For the purposes pursuant of this Act, a person who purchases a (3) from a to an exemption under subsection security person whom he knows to have acquired trade referred to in this section seller definition for the remainder offering in a as his in the of the period specified is in the same position ofa limited with regard to the security.
the security may seek an order of the Court against any who has entered (6)The Council person to in subsection agreement accordingly.
into any such agreement (4)(a) and upon proof of the filing of such as is referred with the Council, shall be entitled to an order (7) The Council - may prescribe (a)further conditions (b)that such statement certificate and for a limited as it thinks offering; fit shall be printed on a to this section; for a security sold pursuant (c)that a person who makes a limited of a security offering shall file such of such an offering and a purchaser fit.
report as it thinks (8)Sections 61 to 63 do not apply to a trading transaction.
(9) For the purposes of this section, "trading of a reporting transaction" issuer executed means a distribution through (a)the issuer of a security where • a registrant has been registered under Part V for at least one year, or such other period as the Council prescribe, the issuer this Act; may and immediately of has compiled with the the distribution filing requirements preceding (b)no selling expenses or promotional with the distribution performed are incurred in except for services by a registrant in connection connection customarily with a trade in the market; and No 21] L4WS OF GUYANA [AD.
1998 48 (c)the sales by or on behalf of the issuer holder do not during a prescribed (i)an amount in dollars; (ii)a percenta volume: ge of trading of outstanding (iii)a percentage period exceed securities of the class; or selling security or (iv)any combination of the limits referred to in (i) to (iii).

subparagraphs prescribed by the Council.


( I 0) Where trades made pursuant to this section of securities result in an of an issuer, the activity in the trading may make an order - increase Council (a)requiring information investo rs: and ( b) reducing the issuer to file and disseminate necessary for the protection as it believes such of the number of of the issuer securities in trading transactions during a period that may be distributed pursuant prescribed (9)(c ).
to subsection ( I I) A person who sells a security this section Council within fourteen shall file a report pursuant in the prescribed to an exemption fonn with the of t-se sale.

days of the completion under Receipt for prosp,:ctuj.., 68.

(I) Subject to subsections for a prospectus a receipt date of the original section 61 or 69(1).
(2), (3) and (5), the Council within a reasonable of a prospectus shall issue time after the to filed pursuant filing (2)The Council may refuse to issue a receipt for a prospectus - (a)if it appears to the Council that - (i)the prospectus (ii) the prospectus contains fails to disclose which may be required under this Part; or in connection (iii)the distribution a misrepresentation: any material fact with which the prospectus is filed is deceptive: (b)if an unconscionable ion has been or is intended purposes or for the acquisition of the security; consideration or illegal commiss­ to be given for promotional (c)if it appears of the that the past conduct to the Council issuer or of ;i person who C.\Crc1scs considered over its management that the business of the 1ss11cr in a manner that is not honest or financially or that may be unfair by lhe Council likely or policies suggcsls is likely to the of its sccurit (d)1f the proceeds that the issuer mil rccc1,c to holders 10 be conducted responsible 1cs: or is rcasonabl\ to C.\Crc1sc influence Council distribution.
together with 1ls from the do not other resources.

A.D 1998] SECURITIES INDUSTRY [No.
21 49 appear sufficient stated distribution to accomplish in the prospectus; the purpose of the (e)if an expert who has prepared prospectus acceptable (f) if the Council or report used m connection to the Council; considers to the public or that the distribution interest prejudicial would be or certified a part of the with it is not (3)The Council may refuse to issue a receipt r in the circumstances in sub­ specified for a block distribution section circula (2)( a) to ( d) or (f).
( 4) If the Council refuses the person who filed shall give him an opportunity to issue a receipt the prospectus to be heard.
for a prospectus and so requests, the Council (5)The Council may impose on a distribution in connection a receipt of the Council without which it issues in the opinion investors including, foregoing - (a)a condition for a prospectus is necessary limiting that outstanding any condition for the protection with which of the generality of the securities of the issuer upon such terms as the Council be may held in escrow specify; (b)a condition payable amount-as (c)a condition be completed the Council.
that the proceeds of a distribution which are to the issuer may be specified that no sales pursuant may be held in trust until such for the issuer; distribution may by before such time as may be specified is received to the 69.

(I) Where a distribution of securities docs not commence for the prospectus within is ('essation of dis1ribucion.

days of the date on which a receipt by the Council, a new propectus the distribution is filed with a receipt ninety issued time as by the Council.
sh'ill cease until such therefor issued (2)For the purposes of this section, per cent of the securities commences to be a distribution proposed when twenty-five disiibuted • are sold and paid for.

(3)Subject (4) and (5), a distribution shall not than one year and twenty days from the date to subsections longer continue of the receipt relating current the period for a to it unless the Council prospectus or block distribution circular, receipt.
a new receipt in which case runs from the date of the latter for the propsectus circular or block distribution issues ( 4)The Council subsection may prescribe be reduced that the period specified to not less than six months.

(3) shall in No.

21) LAWS OF GUYANA [A.D. 1998 50 (5) Subsection (3) does not apply to a distribution by a unit trust scheme or a mutual fund.

Atllt.ndmcnt p1ospectu�.


ot 70.Where a material occurs \\hile fact relates a distribution is in progress to a security being and a suppl.ementary to an issuer or issued prospectus be filed forthwith sent or delivered has not been filed, an amendment to the prospectus with the Council to any person shall include and every prospectus the ;imendment.

shall thcreatier MARKET CONDUCT AND REGULATION PART VII Nu �tamp duly, 71 No stamp duty shall be payable in re�pecl with th.
: rules c'f :my of any of the tran�fcr \elf-regulatory security organiLation in acc'.lrd,rnce �iukc1 nggrn� uan!-.�--.

(,ons .

77 No person shall.

in any security apparent active trading by others.

the purchase or indirectly.

diri:ctlv on any securities market for the purpose or sale of such security in such security of transactions actual or of inducing creating thereby a series effect l'l l11duccmt.

:n1 purcha\t.

: ,ir '>t:l!

,1.:...:uri11c, hy (\r dl\�l'.1T11n;i11,)l1 1nlurm,n1on.
73.No member of a self-regulatory or offering any security who is selling purchase, or benefit or otherwise, security dissemination, the effect or fall because conducted security.
for the purpose organization or dealer for sale, or purchasing or person or offering of any reward to in consideration shall induce a purchase or anticipation or sale of such by the circulation of information of business, or to to rise wi 11 or is likely by any one or more persons, or depressing the price of such on any securities market course in the ordinary that the price of any such security of market operation of raising Etnploymtn!

(If d1.:n.
(If d1.:n.

:p1ivc device etc� 74.No person shall, purchase or sale of any security directly or indirectly, with the in connection (a)employ any device, with the intention - scheme or artifice to defraud: (b)engage in any act, practice operates person: or would operate which or course of business on any as a fraud or deceit (c)make any untrue statement of a material fact or omit to state a material fact with the intention to mislead.

Re�1ril.f1un� on rt:c..ummcndat1on, 75.


( l) /\ registrant shall not recommend customer unless recommendation he has reasonable is suitable for the customer a trade in a security grounds to a to believe that the on the basis of - AD.

1998) SECURITIES INDUSTRY (No.

21 (a) information furnished by the customer as to his investment objectives, after reasonable financial situa­ inquiry tion and needs; and (b) any other information known to the registrant.
(2)Subsection (I) does not apply to a registra nt in respect of the - (a) execution (b)publication generally of an unsolicited of a research a trade in a security.

order for a customer; or report that recommends 76.
(I) No registrant or employee that are excessive in respect customer exercise determinative willingness influence to accept his recommendation of a registrant in volume or frequency of whose trading shall effect with or for a he is in a position by reason of the customer's trades to s. (2)No person who has discretionary authority trades over or is a trustee that are excessive shall effect for an account of another in volume and frequency.
(3)For the purposes of this section, trades whether shall be determined on the basis of are excessive ant, employee in volume or frequency such factors registr the customer's customer of trading as ascertained in the account.

account, as the amount of profits or commissions or other person in relation of the to the size of the needs and objectives inquiry on reasonable and the pattern of the 77.
(I) The Council may prescribe standards of a for the conduct to a customer to prevent - in relation or of interest; registrant (a)a conflict (b)any other conduct a customer unfairly.

to treat that would enable a registrant Cti.,1,cil mcov pn .. '!>cr1he .1:tandard� (ll t;OndlJCt for n·�1:o;tn1:nb ,.

(2) The Council may prescribe standards for the conduct of of any money or lending a registrant or security in relation held for a customer.

to the custody who recommends 111 writing a trade in a specific 78.
A registrant security statement security shall include with the recommendation of any direct a prescribed in the or other interest financial or indirect or a trade in the security, held by the registrant.

D1st..l()surc of i1tlctl'.

'ilS hv •c!,-'.1.�1ran1.

79.The Council may prescribe that a registrant who exercises discretion investment make such disclosure policies and practic trades in securities.
with respect to a customer's account shall as may be prescribed to the customer es relating to the payment of commissions as to his for D,s1.

:h1;1;urc 11!

p11l1t1c, and pra� tu.c.

No.

21] LAWS OF GUYANA [AD 1998 company, or a securities 111 t11e employment 80.
(I) A securities acting cstabl1sh and keep in a financial 1nst1tution ilr more trust accounts pay (a)all amounts (less any commission company, in Guyana one as such into which it shall of a securities intermediary designated and other proper who is not shall of any from or on Jccounr that are received or other than another securities company not charges) person, securities mtermediary, delivered to the securities intermediary, Council, within such time as pn:scribed company or securities for the purchase of secunties by the /bJ all amounts (less any comm1ss1on and other proper of any person, on account that are received charges) other than a securities intermediary.
that person or as that person directs, after receipt of such amounts the Council.
from the sale of Sl'.curit1es company or securities and nut paid to within �uch time as may be prescribed by (2)No money shall be withdrawn from a trust account under subsection payment or for any other purpose (I), except for the purpose of or to the person lawfully duly authorized on behalf by law established of making entitled thereto (3) Nothing in this section shall be construed as affecting in any or against or upon any monies held in a trust account, or of securities, way any lawful claim or lien which any person may have against or upon any monies received from the sale of securities, trust account.
before such monies are paid into a for the purchase (4)Every director of a securities company, and every securities that fails to comply with, or contravenes, any of and is of an offence to a fine of one hundred of this section is guilty on summary conviction, intermediary the provisions liable, thousand dollars and to imprisonment for one year.

Rc�1stran1 to send rlocumenl.5 to beneficial owner.

81.
81.

(I) Where securities in the name of, bm of an issuer owned by, a registrant are registered shal I send to the beneficial not beneficially registrant copy of any document security beneficial documents holder forthwith owner instructs generally sent to him or his nominee after receipt him in writing need not described, thereof, unless the that the document, be sent.
or owner of the securities or his nominee, the a as registered (2)A person who sends a document to this Act shall furnish pursuant sufficient request comply with subsection copies of the document subject security upon forthwith to enable him to to having been to registered to a registrant (I) and, holders • AD.

1998] SECURITIES INDUSTRY [No.

21 infonned registrant reasonable of the number of beneficial owners for \.\-horn the is the representative, costs of doing so.

shall indemnify him for the 82.


(I) (2), a registrant who trades in security to subsection Subject with or for a customer completion information of the trade a written prescribed by the Council.

shall send him immediately confinnation after the the containing (\,nfinna1ion ,enl lo cuqomer.._ 10 be .

may prescribe (2)The Council service confirmacion statement may be prescribed.
of a continuous as referred that a registrant a nature may send, instead of a to in subsection who provides (I), a periodic such information as at such times and containing (3)Notwithstanding subsection (2).

the registrant shall record the names of any or all customers executed a transaction immediately for whom upon its completion.

the registrant has 83.


( I) exchange or other self-regulatory Every securities organization its facilities showing the time when it took place and any other ed by the Council.

information shall keep a record of each trade made through and of each trade reported prescrib to it by its members, Rccord3 of rransa.:t1or,1.
(2) On the request of a person who produces a written confirmation self-regulatory (a)forthwith of a trade executed organization , if the trade was executed shall furnish to him within thirty days of through its facilities, a the request; and (b) within a reasonable time if the trade was executed more than thirty days before the request.

of when the trade took place and of any other matter latory of which the self-regu details contained organization bus mess.
in the confirmation knowledge acquired in the ordinary course of its 84 A registrant shall on the request person with or through who has acted in connection of the Council whom the security disclose was traded.

to it the name of the with a trade in a security ,u1011 N,.,1;1ic 111 \t',nnc,L / l) In this section.

building temporarily in which the occupant .

and any appurtenant premises "residence" includes a building resides or part of a pennanently or Restriction O{I 1rad111 !

; a1 1cs.ide11c�.
; a1 1cs.ide11c�.

( 2) No person shall - (a)attend at any residence without of the residence: occupant being invited by an or ( b) make an unsolicited telephone within Guyana.

for the purpose call to any residence in a security.

of trading No.

2lj IA WS OF GUYANA [AD.
1998 (2) shall not apply where the person calls at or the residence - (3)Subsection teJephones (a) of 2 clt)St personal client 'N1tli or teiephornng securities; or friend, a business associate or a \Yhom G, on whose behalf the person calling has been in the habit of trading has received (b) of .a pe,·son wl:o filed ur.Jer respd:1 mg a· furnisned security to hirn by the per�on a copy of a prospectus that informatwn offered in that prospectus telephoning this Acr and has requested calling or be ( ·on1r�I ol advcnisemcnls.
86.

( l) The Cmrncil ma'.

rnahc an order requiring a registrant to send to use in to 1t a copy of e,Kn ,,dvcrti,emen•.

that co,inecticn With z, , race ;n a se.

::ur;ty it i;; used.

1f th.· registrant's ments makes re, iew of them by of investors.

past cnndud in connec,1011 i'.

ncces,ary he proposes at least seven days before with such advertise­ for the protection that the ('c,,;;ic:i!

rt:J'.
rt:J'.

:on.ibiv beiieves (2) The Council may make an ordt:r prohib1tmg sent to 11. pursuant to the use cf ( i) or requiring subsewon an advertisement it is that it be dite,ed 1s t:kely that the advertisement bei<Jrc used if the Council to mislec1.d the public view is of the (J) In this sc,t;on, "advertisement'· t,, a any material or not it is whether purch3ser mcludes to make a sales pre,entatiOil to a purchaser or prese11ted published circular.

or b!c.
or b!c.

:k d1s1-i.0u1;on pmspectus but does not include designed a Scllt:r .,)r $t,(l!IIIY 1odtdarr: nv.·1 n•vncrsh1p, 87.A 1Jerson who pbce.s an order with a registrant as a?ent.

to sell a secUt·ity that he knows his principal declare that he or his that when he piaces the order, he does not own or, if acting do.

:s not own shall.

principal, as the case may be.

,Les not own the security Dcdar:t11on ,,:.

,o '..hOrt pos11ioi1.

who µlace, a regi•;tered d\ 01dec fo1 \hr.'.

88.


( l) A persoi� security dir(•ugh broker act,,,� intcrrnediar; (aJ doe, no1 own (b\ if ht-,s acu,1c.

,,s O\vr:1 lhe :;ecu, al the time ·Uf pla, in,; the order sale of a registered ccmpany or securities the securi:y. agent, .

un his beh:if ,ind who - or knows hL, securities principal does not 1<1, c,:· securities to sell, declare intermec to the iiary that shall, ,'ompany rq!is\s:,ed securities he 01 his p1•ncir,al, ;is the sccunty, compan;1 or of sale.
ana trat fact sl�aH be d1sciosed sed11 itic', ,rnermediary in the written case may be, does not own the by the securities confirmation AD 1998] SECURITIES INDUSTRY [No 21 55 (2) Subject of to this Act and the regulations, for the purposes (I), a security but is not limited subsection includes, (a) has been borrowed (b)is subject resale agreement to a any restriction to a third party; by that person; which is not owned by a person that - to.
a security on its sale, including a ( c) may be acquired by that person on the exercise of a right to acquire the security or any other means; or exchange by purchase conversion, ( d) is deemed not to be owned by that person pursuant to regulations.

89.

(I) may prescribe standards The Council registrant organization.

who 1s not a member for the conduct of a of a self-regulatory Standards duct for unliccn· persons.

of con.
of con.

may prescribe executed (2) The Council of all trades of a securities and shall file with it a repo11 form.

exchange that a registrant by him other than through shall keep a record or other self-regulatory the facilities organization of the trades in the prescribed (3) The Council may prescribe standards security quotation that has been distributed on or with a self-regulatory trading governing and is not listed for organization.

in a 90.
in a 90.

(I)The Council may prescribe that a registrant shall - be lnfDlmllion lo liled with the Council.

as may be prescribed; (a)file with it such information about security to it for information - to a security counterfeit or stolen (b)submit an inquiry paragraph (i)which is in the registrant's custody (ii)for which he is responsible; or Oii) in respect settling lost, a missing, and to or of which he is effecting, clearing (a) in relation filed pursuant or control: a trade.
(2) Information filed with the Council ( I )(a) shat l he made available institution registrant, to subsection to a or other prescribed forthwith financial on request pursuant person.

(3) A failure to c-:>mply with subsection person's status as a bona fide purchaser of ( I )(b) does not affect a security.

a 91.A registrant or signs, forms, advc1tisements shall not use the name of another P,uhibition of name of another as a correspondent registrant., of, oi:.
is authorized he is a partner, officer or agent on registrant or letterheads, otherwise, in writing unless by.

the other registrant on use 92.

A person shall not represent that he or any other person is registered Rcp,mn,aiion" ,,,,egi,1r• 1•00• under this Act unless - No 21) LAWS OF GUYANA [AD.

1998 56 (a) the representation (b)111 making the representation, is true; and he specifies his or the and cli!ss of of registration other person's under 1h1s Act.
business category HoldiftlJ OUI by unregi1tend pa,on.

93 A person who 1s not registered himself out as being registered.

shall not, directly or indirectly, hold Prolubned r.hatldefizalioe of acti:lel by Council.

9 4 orally A person shall not represent.

J per�on authorized by the Council, financial the men ts of any security fitness or conduct or issuer.
standing, or rn writing, that the Council has in any way approved of any registrant or the or evaluated SIMPLIFIED PART VIII CLEARING FACILITIES App1,ca1ionofpan.

95 Notwithstanding co securities other written registered relation a1;iy with the Council.
law, this Part shall have cffecl 111 Ddim1,on,, 96.In this Part - ( I J "blocked account" means an account which a person other than the participant pursuant of a participant over exercises to procedures established under section I 00; co,llrol (2) "interested means a person who has an interest person" in an 11cco1rnt ,c:cunty ofa participant 111 a agency; in a clearing /1) "in writing" includes production in machine readable form, ( �) "pledge" delivered a creditor includes means a contractual to, retained lo \ecure a mortgage payment or mortgage by or deemed to be in 1he.posses,1on of a debt or other obligation that 1s of and and plcdgt of a ,ecurit\ 1r11eres1 m a ,ecunty (' l ··rtcg1,le1 t:d ownt:r" he shown 011 the seumt1e, issued a ,cu1ri ty cer11flcatt regi<,ter by it.
and mtan, a pcr,on \\ ho 1, or 1s prcsumtd of an issuer a, the nwntr (>I In ( ri) '\tcunt) behalf cert i ficale" means an instrument i,sued by or 011 of an issuer that is evidence of a ,ccurity �sc of cluring agency u reg1s1ered of security.

owner 97 ( I) On tht JSSIJC of a security.

an ISSUtr directly to a clearing vnay deliver agency as registered a security owntr of certit1cate tht security if- ( ;1) tile 1s,utr bc!ial!
and aulhorinJtion h.is \1T1tten and the clearn,g ow,1er ot the hentficial ,1gned b:, ur 011 agen..:\, A.D. 1998) SECt'RJr/Es INDUSTRY [No.

21 57 (b) the delivery of the certificate confirmation signed more than three days after receipt owner or his agent.
beneficial is evidenc by the clearing ed by a written and sent not to the agency of the certificate (2) On the issue of a security, certificat as registered a security agency (a)the issuer behalf an issuer e, issue a security owner by means of record to a registere entries if - by or on signed authorization owner of the security; has written of the beneficial may, instead of delivering d clearing (b) the issue is further evidenced by a written confirmation by the clearing agency executed three days after issuance, to the beneficial security or his agent; and and sent not more than owner of the ( c)the issue is recorded in the securities the clearing agency.
as of the effective date of issuance register of the issuer and the records of (3) A written confirmation (2)(b) is, in the absence the person of the securities described referred to in subsection (I )(b) or proof that of evidence to the contrary, owner is the beneficial named in the confirmation therein.

(4) A clearing this section agency respect under shall not make an entry in its records of a security that is not fully paid.

98.
98.

(I) Immediately after receipt a clearing participant, the issuer and request by the certificate to the clearing agency.
of a security agency shall deliver the transfer from a T,-ferof to the certificate -.rilies lhroup cleari"I IIJCIICY, evidenced of the securities certificate (2)Where a clearing agency presents a security in certificate a transfer to an issuer evidenced proper form securities a duty to register its securities security clearing register certificate agency and requests by the certificate, the issuer immediately to it of the if it has shall, in enter the transfer agency a to the clearing tht: and showing the securities and deliver representing owner.
as registered the transfer, certificate under owner by means of record entries (3)An issuer subsecti registered (a)the issuer behalf may.
instead on (2), transfer of issuing a security a security to a clearing if - by or on signed authorization owner of the security; by a written evidenced agency to the beneficial and sent nor more owner of has written of the beneficial is further tion executed by the clearing than three days after issuance the security (b) the transfer or his agent; agency as the and confirma­ No 211 L1 IIS OF Cil 1}:�N,1 !AD 199M 58 ( c) the transfer issuance records is recorded in the securities as of the effective register date of and the of the issuer of the clearing agency.
T111nsfcr IL'c.

:.tHd cntrv.

hv ( 4)A written the absence named in confinnation of evidence the confinnation of instructions is blocked, in writing (3 )(b) is, in to in subsection referred to the contrary, of the securities proof that the person described therein.
from a participant from the person who exercises and, if the 99.On receipt participant's account control instructions, another over it, a clearing agency shall in accordance with those effect a transfer of a security from the participant to participant b:,, an entry in its records.

I 00.
I 00.

(I) A clearing agency establish shall may exercise control a procedure it or an whereby over a participant's where - agency interested person in the clearing account (a)the interested person participant's account, judgment (b)a security in favor of its issuer transfer.
creditor a beneficial or owner; of the beneficial is, in relation to a �ecurity owner, a pledgee, in rhe or a in the participant's account or to a restriction or constraint is subject to a lien on its I 09(3 ), a clearing to section (2)Subject deliver or otherwise without instructions over it.

control agency deal with a security in writing from the person in a blocked account who exercises shall not transfer, Elfoclin� record entry.

pled�e by ) 0 ) .
pled�e by ) 0 ) .

( J } of instructions in writing account is blocked over it, a clearing effect a transfer On receipt the participant's exercises control with the instructions security in its records participant or other obligation from the participant in favor of the pledgee to block an account to a pledgee by making an entry in the name of the for the amount of the debt or by the number of securities pledged.
from a participant and if from the person who agency shall in accordance of a by way of pledge (2)On receipt of instructions is blocked in writing the securities agency shall in accordance from a pledgee under subsection a in the blocked with the instructions in whose that account, ( 1) stating to realize - unless the securities favor an account he is entitled clearing transfer (a) it knows that the pledgee securities; or (b)its procedure specifies otherwise.
is not entitled to realize the established pursuant to section I 00( I) (3) A clearing agency is not liable for any loss resulting from compliance with the instructions of a pledgee under AD.

1998) SECURITIES INDUSTRY [No.

21 59 subsection transfer (2) unless the clearing agency knows before the that the pledgee is not entitled to the securities.

a clearing s in writing make an entry in its records in the name of the participant of instruction owner of a security, I 02.
On receipt beneficial with the instructions account his behalf.

who acts on owner or in favour agency may refuse to open an account I 03.

( I) A clearing a security that is subject or (a)a lien in favor of its issuer; (b)a restriction of constraint on its transfer.

of a person to • from a participant agency may in accordance EITectinH accoonl by record miry.
and a blocked to block an in favor of the beneficial in respect of Securily s.ubJ«I to re!llriction, 4 (2)A clearing agency may, with respect to to a security referred (I), make in subsection in the name of a participant account person.

agency or an interested an entry in its records in favour to block an of the clearing of a creditor I 04.
(I) On the application beneficial owner of a security Court may order the clearing records owner or his agent in favor of the judgment creditor amount or number of securities mentioned a who has a judgment against held by a clearing agency, the agency to make an entry in its in the name of the beneficial to block an account in the order.

Blo(king hy roun order, for the account (2)On receipt of an order of.
or instructions in writing in creditor (I) is an account is blocked under subsection account, Court or an officer thereof stating whose favor entitled agency shall transfer or instructions.
(3)On the application in accordance that a judgment in the blocked the security a security to realize a clearing with the order from the under section of a person who in an action or an 111 claims to be entitled to a owner in a clearing the agency, agency to make an entry in its in the name of the beneficial application security held for a beneficial Court may order the clearing to block the account records owner or his agent in favour of the claimant number of securities mentioned for the amount or in the order.
(4)A clearing agency from under received e with an order or instructions for any loss resulting is not liable complianc subsections (I) to (3 ).

I 05.

A participant a security facilities has no right to pledge, held for him by a clearing .

agency of the clearing transfer deal with or otherwise the agency except through on LimitatK>n rights of panicipan1..

I 06.
I 06.

(I) On the receipt of a demand in writing from a participant whom a security withdrawal is held other than in a blocked account, of that security, a clearing agency shall within for for a Withdrawal of sccurity.

No.

21) LAWS OF GUYANA [AD.

1998 60 reasonable time, subject and deliver obtain name or a name designated In to any proceedings under section a security in his certificate .
by him evidencing the security to the participant (2) On receipt of instructions in writing that is the registered to it, the issuer certificate deliver the certificate with its instructions.

owner of securities of the security to the clearing agency in accordance from a clearing to deliver agency a security shall immediately !uuer', duty t0 request list of partic;1pant1,.

107.
(I) Where a clearing agency holds a class of securities of an that proposes to close its securities or fix a issuer record date in respect of the class for the purpose detennining security holders entitled (a)to receive register of of or to vote at a meeting of security- notice holders: payment of a dividend (b) to receive (c) to participate or for any other purpose, agency such notice close its securities the issuer as may be prescribed or fix a record register in a liquidation or interest; or distribution, date.
shall give the clearing of its intention to agency a list of the names of the participants to in subsection ( 1) shall request from the for agency holds securities of the class referred (2)The notice clearing whom the clearing mentioned it proposes in that subsection to close its register made up as of the date on which or fix a record date.
(3)On receipt from an issuer of a demand in writing the names of participants class issued days provide the issuer (a)the names and addresses (b)the number or amount of securities for whom it holds securities a clearing agency shall within with a list setting of a seven by the issuer, for a list of of: and out - made up as of the date specified of the class held for, in each such participant the demand.
(4)On receipt ofa demand from an issuer under subsection (3), a clearing agency participant of the demand to each that is a securities company.
shall send notice ' a notice receives (5) A participant that sent pursuant to subsection (4)may- (a)furnish to the clearing agency or the issuer containing the name and address for whom the participant number or amount of securities a list owners of all beneficial holds the securities and the of the class so held; and to furnish the list to the the clearing agency agency that it has done so or inform the clearing (b)instruct issuer itself.

A.O.

1998] SECURITIES INDUSTRY (No.
21 61 (6)Where a participant that receives a notice sent pursuant to the referred a clearing agency or the issuer (4) does not provide subsection with a list of all the beneficial to in the notice, securities own expense obtain from the issuer beneficial not instructed or any document holders owner, who is not included in writing, owners for whom it holds the participant shall at its and send to each such in the list and who has any dividend or interest wishes to send to its security that the issuer it otherwise (7)A clearing agency that receives owners lists of beneficial to the the lists it furnishes them into one list in a form that does not of a beneficial (5) shall, under subsection issuer, consolidate permit association and the clearing fee for the consolidation.
agency may charge before participants a reasonable owner with a participant, (8)A clearing agency shall treat as confidential it receives under subsection (5) concerning any non-public the information beneficial ownership of securities.
of a demand in writing a list of participants (9) After receipt received agency shall provide of a date subsequent respect of the securities of which the list under subsection that has from an issuer under subsection (3 ), a clearing list made up as any change in with a current the issuer to the demand showing held for a participant (3) was made up.
since the date as ( I 0) An issuer to obtain is entitled agency in any one calendar under subsection held by the clearing clearing (a)any additional (3) with respect agency, agency a reasonable amount for free of charge from a clearing year four lists of participants to each class of securities shall pay the and the issuer cost attributable closed to a demand for a list its securities made after the date when the issuer register date; or or fixed a record list.
additional (b) any ( I I) An issuer is entitled to presume conclusively that a person named in a list obtained securities under this section to in the list.

of the issuer referred is the owner of the I 08.


(I) After submitting a request in writing a to a clearing agency, Access to clc.uing a�cncv re...:ords .. owner of a security normal business during of an issuer hours examine beneficial agent may records the issuer without payment of the clearing agency that relate held by it and may also make extracts charge, of reasonable fee.
and any other person may do so upon and the owner's a list of the to any securities of therefrom No 21] L-:1 ti:�· OF GU}ANA IAD 1998 62 (2)A list referred to in subsection (I) shall be made up as of a date within a reasonable time after submission of the specific request.

lnClift'eCt e.ilry deartn� �gency.

by to subsection I 09.


(I) Subject of a ciearing records pledge of a security as a correct entry (3), an incorrect agency in connection entry made in the with a transfer or by reason of its error has the same effect (2)Subject to subsection (3 ), a clearing a person who incurs a loss as a result of an agency is liable to compensate incorrect entry made in its records by reason of its error.
agency by reason of its error makes an er.try in its records (J)Where a clearing incorrect security the extent that there are securities correct consent.

to a participant's account, transferring class of a particular the c I earing agency may, to of that class in the account, the entry in whole or in part without the participant's Liabihly rn t'Xlraord,nary c1rc,Jm.:.1anci.:s.

I I 0.
I I 0.

Where a clearing agency is unable to effect a pledge or transfer of a because on its records to compensate security liable in effecting took reasonable the pledge or transfer corrective action.

a person who incurs of an extraordinary event, it is not a loss as a result to the extent that it proves that it of a delay Applicaiion lo ccun lo rce1ify records.

111.
111.

(I) Where an entry is alleged to have been incorrectly made or or deleted in or omitted other than in the circumstance retained agency, l 09(3 ), the clearing to the Court for an order that the records agency or an interested from the records outlined be rectified.
of a clearing in section person may apply (2) On an application under subsection any order it thinks fit including, generality of the foregoing, an order (a)determining who is an interested person and the notice (I), the Court may make the without limiting to be given to sue .. a person; (b) dispensing (c)determining with notice to any person; the right to of a party to the proceedings to or have his name entered omitted from the records ( d) directing that the records or retained of a clearing in or deleted agency; of a clearing agency be rectified; (e)directing records that a clearing to block an account; any person.
(t) compensating or agency make an entry in its by Participation financial 1nslitu1ions� I 12.

(I) A clearing agency may hold securities institution that is authorized under the law applicable for a financial to it, to AD.

1998) SECURITIES' INDUSTRY [No.

21 63 deliver a clearing or transfer agency.


any securities held by it into the custody of (2)The Council may prescribe or under an Act of Parliament held by it into the custody securities incorporated by that a corporation or transfer any may deliver agency of a clearing (3) The Council operating with this Part .

may make an order approving any aspect of the agency that is not inconsistent system of a clearing DEALINGS BY PERSONS CONNECTED WITH ISSUERS PART IX l 13.
(I) Any reference to any securities in this Act to "price of an issuer information which.

1f generally information" m sensitive Mcanm!!

�\I pl U:C SCli.SlflVl' to specific is a reference inl�irmair1•n .. to affect materially known.

might the price or value relation unpublished be expected reasonably of the securities.
(2) For the purpose of this Act, a person is connected with an only if - issuer (a)he is a director (b)he occupies of that issuer a position issuer; or a related or or employee between relationship as an officer ( other than a of that issuer or a related involving himself director) company or a position business or a company or a related be expected to give him access to reasonably information which, company, or a related of which he is a director) company which.
in either (or his employer and that issuer case.

may of that issuer information.

is price sensitive to securities in relation a professional or (3) In this section.

"related company" in relation which is the subsidiary or the subsidiary of that company's to a company, or holding means a body corporate company holding of that company company.

bid" means an offer made by an offeror of an offerce company to acquire a sufficient ( 4) In th is Part.
"take-over to shareholders number of shares company to obtain and includes shares.

of any class of issued or consclidate control shares of the offerce of that company.

every offer bv an issuer to repurchase its own 114.

( 1) Subject to section 119. a person six months has been knowingly shall not buy, sell or participate previous issuer any securities who is or at any time in the connected with an on .

Prolubit1on of or selling huvin� of sccmuit:s bv in any transaction persons.
certain organization exchange or other self-regulatory No.

21) LAWS OF GUYANA [AD 1998 64 securities relating to v,hich (a) he holds by virtue of being connected of that issuer if he has information with that issuer; and (b) he knows his price sensitive information in relation to those securities.
(2)Subject to section I 19, an individual who is, or at any time in with connected in any transaction on �elf regulatory six months has been knowingly or participate or any other registered shall not buy, sell in securities of any other issuer if he ha� exchange the preceding an issuer a securities organization information which - (a)he holds by virtue mentioned issuer: of being connected with the first (b) he knows is price sensitive those securities information of that other issuer, and to any transaction (actual (c)relates in relation or contemplated) to both the first issuer one of them and the securities involving involving to the fact that any such contemplated.
transaction of the other, is no longer and that other issuer, or or (4) shall apply where a person (hereafter to as "the recipient") directly has information from another or indirectly, obtained, in this which reforred (3) Subsection section he knowingly person who - (a)is connected issuer, so connected; or was at any time of the the obtaining with a particular in the six months preceding information (b)the first mentioned that, because would be reasonable information functions person knows or has cause to connection believe it the of the except for the proper performance to expect him not to disclose of the latter's to that position.
attaching and and position, (4) Subject to section (a) shall not buy, sell 119, the recipient- or participate exchange in securities any securities organization the information to those securities; is price sensitive in any transaction or any other self-regulatory of that issuer if he knows that information in relation on (b)shall not buy, sell or participate in any transaction on or any other self-re if he knows of any other issuer gulatory is price sensitive information in exchange in securities any securities organization that the information relation involving or in relation longer contemplated.
to any transaction, the first mentioned actual or contemplated, and the other issuer, to the fact that any such transaction issuer is no AD.

1998] .\'E( 'f RJTIES I.\'DC:STRr [No.

21 65 (5)Subject a take-over or another with or without in a particular 119, where a person is contemplating, making (whether bid for an issuer to section has contemplated, person) that person shall not buy.
sell or participate in any transaction or any other self-regulatory on any securities if he knows that information in another organization that the offer is contemplated, price sensitive to those securities.

contemplated.

is information or is not longer in relation capacity, exchange capacity ( <>) Subject to section directly (5) applies.

I 19. where a person who knowingly ly.


from a person to whom to in that the offer referred information or indirect is being contempl the foc,t rnentioned ated or is no longer person shall not himself obtained.

subsection that subjection conrempl;ited.

buy.

sell or participate exchange securities price sensitive in any transaction on any securities organization or any other self-regulatory m 1s of that issuer if he knows that the information information in relation to those securities.
(7) Subject to section 119. a person who is for the time being or participating selling exchange organization from buying.

011 any securities by this section prohibited in any transaction self-regulatory or procure transaction cause to believe participate or any other self-regulatory in a transaction in any securities any other person to buy.

sell or participa,e in those securities.

knowing or having reasonable in them on any securities organization.
or any other shall not counsel that the other person would buy, sell or exchange in any (8)Subject to section 119. a person who is for the time being selling or from buying, exchange on any securities or by in any �ecurities shall not communicate organization to this section pursuant prohibited in any transaction participating any nther self-regulatory reason of his having any information, that infonn:ition reasonable person will make use of the information buying, securities in those securities.
or participat111g cause to believe exchange selling for the purpose in any transaction of on any to any other person if he knows or has that that person or some other or any other self-regulatory organization 115.

(I) An issuer may by notice in writing require in within such reasonable any registered l)1s(lns111c uf hcne rn!c1cs1 t,u;1I \h:Hv capnal.
stock of the issuer owner of capital - time as is specified (a) to indicate in the notice in writing the capacity shares of issued and outstanding issuer: and in which he holds any stock of the cap1tal (b)if he holds them otherwise owner, to than as beneficial in writing indicate the person who has an interest so far as it lies within his knowledge, in them ( either by name No.

2 lj LArf�\' OF GUYANA [AD 1998 66 or by other particulars and address that person to be identified) person's interest.
and the nature of that sufficient to enable (2) Where an issuer is infonned pursuant to a notice given to any (I) that any other rerson has an and outstanding stock capital require that in the time as specified m writing person under subsection in any shares of issued interest of the issuer, the issuer other person within such reasonable notice - (a) to mdicate inkrcst: in wntmg the capacity rnay by notice and m which he holds that /h) if he holds it otherwise than as beneficial owner, to :n writing so far as it lies within indicate the persPn whP has an interest adJn.
"s, or by other particulars to he identified) in it (either sufficient of that person's by name and to cnahie him and the n:1ture his knowledge, interest.

n I Anv issuer may by notice in writing require any registered in writing, time as is specified in the notice, stock of the i%uer to indicate and outstandi any of the voting rights owner of capital within such reasonable whether issued are the subject another and, if so, to give so far a3 it lies within particulars of the it.
ng capital of an agreement person is entitled agreement to control his held by him under which or arrangement of those rights exercise his knowledge written to and the parties or arrangement carried stock of the issuer by any shares of (4)Where an issuer to a notice (3) or this subsection given to any that any other pursuant is informed person under subsection person is a party to such agreement mentioned in subsection writing as is srecified written knowledge, ment and the parties particulars to it.
(3), the require that other person within such reasonable in the notice to give.

so far as it lies within his of the agreement or arrange­ time issuer may by notice in or arrangement as is ( 5) Whenever pursuant shall inscribe (a)the fact that the requirement an issucr receives imposed in the prescribed to a requirement - record information from a person on him under this section it was imposed and the date on which it was imposed; and (b)the information received 111 pursuance of the requirement.
(6)For the purpose owner of capital to be shown on the securities of a security of this section.

stock" certificate means a person who is or is presumed of an issuer register by it evidencing as the owner stock.

the expression capital issued "registered _j 67 A.D. 1998] SECURJTID,' INDUSTRY [No.

21 116.

(1) Any person who, after acquiring directly of any equity security or indirectly ge of the outstanding shares the beneficial or indirectly the Public of beneficial of a reporting in ownership cases.
certain owner 0f more of such equity disclosure shall, shall prescribe, ten days send to the issuer of such security at its office, and to each self-regulatory within ownership executive is directly and file with the Council, beneficial issuer, than such percenta security as the Council after such acquisition, principal organization traded, of the following as the Council the public (a) the background, and the nature person and ail other persons the purchases behalf (b)the source infonnation, may prescribe interest on which such security or regularly such containing is listed a statement and such additional in as necessary or appropriate information, or for the protection identity, residence of such bem:ficial of investors - and citizenship of, by, such ownership by whom or on whose have been or will be effected; and amount of funds or other consideration price or proposed used or to be used in making the purchase, and if any part of the purchase or will be represented borrowed acquiring, of the transaction or otherwise obtained or trading such holding and the name of the parties purchase by funds or other consideration for the purpose of security, a description price is of the purchases of the business any plans or proposals ( c)if the purpose is to acquire securities, may have to liquidate merge it with any other person, major change in its business thereto; or prospective of the of the issuer which such persons to sell its assets or to make any other or corporate such issuer, control to or purchases ( d)the number of shares of such security structure; which are owned, and the number of shares beneficially which there is a right to acquire, directly concerning indirectly, by - (i)such person, (ii)each associate of such person, and or ground, identity, residence such associate; and giving the back­ and citizenship of each (e)information as to any contracts, arrangements, or to any with any person with respect to including but not limited understandings securities of the issuer, transfer option guarantees of losses proxies, arrangements and giving against or profits, the details naming the persons thereof.
arrangements, puts or calls, of any of the securities, joint ventures, guarantees of profits, loan or of loans, division loss or guarantees or the giving or withholding with whom such contracts, of or understandings have been entered into, (2)If any material statements required change occurs in the facts set forth in the ( 1 ), an amendment by subsection shall be No 21] LAWS OF GUYANA [A.D 1998 68 sent to the issuer promptly and shall be promptly with such regulations and the self regulatory organization filed with the Council, in accordance as the Counci I may prescribe.
(3)When two or more persons syndicate.

or other group for the purpose of an issuer, of securities limited act as a partnership, of such of holding or group shall be deemed a "person" or disposing for purposes partnership, acquiring, syndicate this section.

( 4) In determ inrng, for purposes of this section.

any percentage of a class of any security, of the amount of the outstanding nclusive of any securities acc(,unt of a subsidiary ot the issuer of such class held by or for the of the issuer.
such class shall be deemed to consist of such class, securities (:i) The provisions of this section (a) any acquisition which, together person of securities preceding twelve months.
of that class; shall not apply to - ofa security of the beneficial with all other acquisitions by the same of the same class during the does not exceed two per cent ownership of an equity security by the issuer of (bJ any acquisition such security; (c)any acquisition the Council, the provisions purpose the control influencing within comprehended or proposed by regulation of this section of, and not having the effect acquisition or order, of a security that shall exempt from into for the of.
changing as not entered or of the issuer the purposes as not of this section.

or otherwise TaJ..c-over bids.

117.

(I) No person shall, directly or indirectly, for tenders make a take-over of, any equity thereof, iL after consummation or indirectly.

be the beneficial bid issuer of a reporting or invitation for, or a request security such person would, directly owner of more than such percentage of such equity security at the time copies of the offer.
request published person has filed with the Council specified of the information as the Council additional information, as the Council of the outstanding shares shall prescribe, unless, or invitation are first holders, such such 116, and such may prescribe.
a statement containing in section or first sent or given to security (2)A 11 requests or invitations for tenders bid or requesting and all additional subsequent such information or advertisements of tenders or inviting soliciting material or to the mit1al or solicitation may as the Council making a take-over such a security, requesting request, prescribe, statement required shall contain such tenders and shall be filed with the Council by subsection as a part of the in ( 1) and sent to the issuer, AD.
1998] ,5ECURITIES INDUSTRY [No.

21 69 each case not later than the date such material published sent or given to any sel:urity holder.
or first is first biJ or request or of the by or on behalf to a take-over pursuant may be withdrawn deposited for tenders at any time until the expiration (J) Securities invitation depositor the Council such other period as definitive copies published time after sixty days, or such other period prescribe, request from the date of the original of the offer or request or invitation for tenders.
may pn:suibe, time after the are first or invitation and at any as t�ie Council may bid or take-over or first sent or given to security ho!ciers, of seven days, or (4)Where any person makes a take-over for tenders, hiJ, or request or for less than all the outstanding m,rnber of securities or such other a greate1 of a class, pursuant and wh,'r<' as the Council 111vit3tion secunties is deposited period or request than such perso:i to security take up and pay for, the securities a� nearly as may be pru rata, securities ther etu withill may prescribe, are first by each depositnr.
or invitation deposited holders published ten dc1ys.

after copies of the offer sent or given or first is bound or willing to taken up shall be taken up to the number of according within (5)Tile provisions deposited rnay prescribe, to security offered first published of subsection ten days, or such other period (·f) shall apply to securities as the Council after notice of an increase as described in the consideration (6), is in subsection holders.
or first sent or given to security holders, bid or before the expiration or invitation by increasing person varies the terms of a take-over fer tenders date of offered the consideration such person shall pay the increased arc holder whose securities (6)Where <1ny ,cquest ",ereof sucii 'ecurities, consice1 taken up and paid for pursuant whether or solicitation been taken up by such person before the variation take-over or not such securities Jtion to each security to the take-over or invitation.
have of the bid or request bid or request for tenders to holders (7) The provisions of section 74 and sections 116(3), (4) and (S) bids.
shall apply to takeover 118.Any person who commits a breach of any section in this Part, other Offences, any other section, 114, or who, in complying with than section makes a statement statement is required which he knows to be false, makes a or recklessly ,vhich which is false, or fails to supply any particulars he - and liable to supply shall be guilty of an offence (a) on summary conviction to a fine of twenty thousand dollars and to imprisonment for three months; , No.
2IJ L4WS OF GUYANA [A.D. 1998 70 (h)on conviction on indictment and to imprisonment to a fine of for1y thousand for six months.

dollars 10 E'<ccr:ions �cction it '1.

119.

(I)Section 114 does not prohihit a person by reason ofh1s having any information from - thing, (a) doing any particular or the avoidance making of a profit for himself person.

information; or anolher of a loss.


v vhethcr by the use of that other than with a view lo the tb/ ·entering inf.o a transaction i,1 good faith of his functions in bank1uptc,.

1rusl•�e in the course of the exercise :1� ligu1Jator.

receiver or (, l dorn'2, any part1cula� thing.


Ji the - intornn,i,rn (i) wa, bwf1iliy 1)hta111ed by him in the cour�c· of husrness as ;; :,ecunries intcnncd1M\ in wh;ch he was engaged or employed: and (1i, was of a description which ,t would he rca-,onabk course of to cxpcc1 him to obtain i11 the ordinary that hu�inc.<;5, and he does ur in the cour\c c,I that business; that thing in good faith (d)acquiring share·,.

stocks.

or ccn:ficates of profit ,haring plans unit certificates.
shares ot inter�·st through and c111ployec stock to provide for the plans established of such securities c..:rtificatcs employee ownership ownership employees.

by all permanent participation (2)A person relating (a) hy section selling securities organization 114(2), exchange is not.
by reason only of his having information to any particular transaction - prohibited or participating (4)(hJ, (5) or (6) from buying or in any tran�action or on any other self regulatory on any or in any sec•Jrities: or ( 8) f I 14( 7) to securities or causing to be traded or any other self-regulatnrv (b)by �ection relation or sc!ling exchange anv of the p1 ovision:; rom doing any other thing in which he 1s prohibited from buying Oil any securities by organ1zat1011 mentioned in paragraph in order to facilitate the completion (a), ii hi:' dot:s that thing solely 01 carryin�i n out of the transactio lkfen::.c no( :iv,11lablt:, is accused I 20.
Where a perso11 not be a defense which the purchase.

made came to his knowledge N that he made no effort to the charge that the information pation of an of fence under sect 10n I 14. it shall in respcct has been in any transaction by him having been solicited such information.

sale or partici to procure without of Aprlicdtron LO t•,i:,:tec::, �aid personal 1qire5COl,lf1Vt:S ..

121.

(I) Where a person referred to 1n subsection (2) buys.
sells or participates procures in any transaction in any securities or counsels to buy, sell or participate in any any other person or A.D 1998] SECURITIES INDUSTRY fNo.
21 71 on any secu,.,t,es transaction regulatory organization, propriety (a)appeared exchange he is presumed if he acted on the advice of a person who - lo him to be an appropriate or any other self to have acted with person from whom to seek such advice; and (b)did not appear to him to be prohibited l 14 by section selling from buying, on any securities organization in those securities.
exchange or participating in any transaction or any self regulatory (2) Subsection rcprcsentati\ (I) applies to a or, where a trustee a person acting person who is a trustee or personal ntative or personal is represe of that trustee or on behalf c who, apart from 1 l 9(l)(a), section or selling 114 from buying, by section on any securities or e�r-hange or in any representative a bcdy corporate, personal would be prohibited participating any other self-regulatory procuring transaction self-regulatory on any securities organization.
any other person to buy, sell or participate in any transaciion organization, or any other exchange or counselling (3) In subsection (l) "with propriety'' view to making a profit or the avoidance himself question.

means other than with a for in or another person, of a loss, whether by the use of the information 122.
( 1) A person who contravenes (a) on conviction dollars and to imprisonment (b) on summary conviction section on indictm1;:it - of one million 114 is liable to a tine and for two years; to a fine of five hundred Penahies.

thousand dollars and to imprisonment for six months.

(2)No transaction entered into is void or voidable in contravention solely of section 114. by reason that it was PARTX CIVIL LIABILITY designated each of the follow,ng to this section, is, for any loss or damage 123.
(I) Subject persons who, on the faith of a prospectus, any securitie other persons prospectus, prospectus knowledge (a)a person who is a director or by reason of the wilful of any matter and that he knew to be material, for any loss or damage sustained by those by reason of any untrue statement in the non-disclosure in the person had sustain1,;d subscribe of which the designated by other persons for, or purchas1; of an issuer at the time of the s, liable namely - Person!
!i liable for dama£e, t'lC., m prospectus .. issue of the prospectus; (b) a person who authorized or caused himself and is named, in the prospectus to be named, as a director or as No 211 1/1 wS OF GUYANA IAD 1998 72 having agreed to become a director, or after an interval of time; or either immediately (c) a person who authorized or caused the issue of the prospectus.

(2)Notwithstanding (!


), where the consent subsection to the issue of a prospectus he is not, by reason only of the consent, of the or cause the issue and he has given as liable of an is required expert that consent, a pnson who has authorized prospectus.

except in respect purpo11ing 1r1 the prospectus debenture holders, agenr or st,ickbrokcr as an authorization for of a name of a person as a trustee transfer auditor, be taken m;i1 not.
for lhat reason alone, by him of the issue of the prospectus attorney-at-law, banker, to be made by him as an expert; of an untrue statement and the inclusion (3)No person is li<1ble under subsection (I) - (a)who, having consented his consent and the prospectus to become a director of the before the issue of the his was issued without withdrew issuer, prospectus authmity or consent (b) who, when the prospectus was issued without his knowledge or consent, that fact forthwith gave reasonable after he became aware of its issue; public notice of ( c) who, after the i�sue of the prospectus and before or sale under it, became aware of an untrue in it and withdrew pubiic notice his consent, of the withdrawal and gave of his allotment statement reasonable or consent; ( d) who.
as regards every untrue statement not purporting to document be made on the authority official to believe of the securities, of an expert or of a public ground had reasonable or sale and did, up to the time of the allotment that the statement or statement, believe was true.
( 4)No person is liable under (I) - subsection every untrue statement the untrue to believe fairly statement purporting and fair copy of, or extract and that person had and did, up to the time of that the expen believe, to be a 1r1 ade by an exrert or to be based on a mat.le by an expert, '':as a correct grounds of rhe prospectus, (a)if, as regards statement statcrrent represented from.

the report or \ aluation reasonable the !S'.


;L!e making the stntement given his consent issue of the prospectus consent registration, knowledge, sale under the rrospectus; before delivery withdrawn that consent under section and had not withdrawn of a copy of the prospectus to the person's before allotment to make it, and had 66 to the nor had the expert, was competent as required that for or or AD.

1998) SECURITIES INDUSTRY [No.


21 73 (b)if, as regards every untrue statement purporting made by an official person or contained statement what purports official document, and fair representation extract from, the document.
to be a copy of, or extract the untrue statement of the statement or a copy of, or from, a public was a correct to be a in (5)Subsections (3) and (4) do not apply in the case of a person of his having given a consent required of him by reason liable, by section issue of the prospectus purporting 66, as a person who has authorized in respect of an untrue siatement or caused the· to have been made by him as an expert.
(6)A person who, apart from this subsection, would be liable of his having given a consent 66, as a person who has authorized in respect of an untrue (I), by reason of him by section under subsection required or caused the issue of a prospectus statement liable (a) if having given his consent purporting to be made by him as an expert, is not to the under that section issue of the prospectus, writing the Council; before a copy of the prospectus he withdrew his consent was filed with in (b) if, after a copy of the prospectus Council and before allotment prospectus, statement, reasonable withdrew public he, on becoming was filed with the or sale under the aware,; of the untrue in writing or his consent and gave notice ( c) if he was competent of the withdrawal; to make the statement and had and did, up to the time of grounds reasonable the allotment that the statement to believe, or sale of the shares was true.
believe or debentures, (7)When - 1a) a prospectus contains or as having agreed the name of a person as a director to become a director, to become a director, or has of the issuer, and he has not consented withdrawn his consent and has not authorized before the issue of the prospectus to its issue; or consented under section of a person is required 66 to has not given the s and he either it before the issue of the or the issue of a prospectu consent prospectus, or has withdrawn (b) the consent without of the issuer, or caused the issue of the and the directors any person who authorized .
prospectus \directors was issued, whose consent expenses having been inserted to indemnify was so required, to which he might be liable whose knowledge are liable or consent the the person so named, or all damages, costs and by reason of his name or of the inclusion in the prospectus, other than those against of a prospectus No.
2IJ LI/IS OF (i('Jl\.l IA D. 1998 74 statement defending brought purporting himself against in respect against him thereof to be made by him as an expert, or in any action or legal proceedings ( 8)The liability and several cwse of action.

of all persons as between referred to in subsection ( l ) 1sjoint themselves with respect to the same a contribution, who is found liable to (9) A defendant recover is jointly same payment circumstances not be Just and equitable.
and severally in whole or in part, from a under this section liable pay a sum in damages may person \,ho to make the the in all in the same cause of action of the case.

unless.

the Court is �ati,tJeJ that it would '., :1, ,n l'i \e1.unt, h, ,iJ1·r.\ [ ,.f "!i11trrwn1·; 1,r 1.

I,' "1 , i" j(· j 14.


( l) A security that Ins allotted an 1s�uer holder may bring against an action under a prospectus, ,ecurities allotment tu him of and the repayment issue price that has b;;en paid m respect (a) the prospectus or forecast that was intentionally or misleading; for the re,:1ssion of the the whok or part of lhe ,f - of the security.

promise statement.

or deceptive false, containt·d a material (b)the prospectus required contain under this !\ct or the in it.
and such omission was or report to be regulations material a statement, account contained did not ( 2) In this section securities allottee allotted under under him.

deriving or a person holder" means a holder the prospectus, of any of the whether the "security title original (3)For the purposes of this section - material contains a promise if the statement, (a) a prospectus forecast in such a manner or context.

as to be likely for whether to invest in the securities subscription: and or promise statement.
was made or forecast or in such circumstances, man in deciding offered a reasonable to influence (b) a statement.

report or if it is omitted all the information entirely, required from a or if it does not by this Act or the is omitted account prospectus contain regulations account.

to be given in the statement, report or ( 4) In an action brought under this section, need not the plaintiff prove that he, or the person to whom the securities he holds promise were·allotted.
by the statement, false, deceptive or forecast or misleading, or statement account to be intentionally of any report, in the prospectus.

or by the omission to be contained was in fact influenced that he alleges required AD.

1998) .\'ECURJTIES INDUSTRY [No.I!

75 (5) No action may be brought under this section more than two years after the first issue of the prospectus securities whom the plaintiff were allotted derives under which or the persor under to the plaintiff title.
(9), it is a defense to prove that - to an action under this was the allottee was brought of the securities in right of and that at the time they to subsection for the issuer (6)Subject section (a)the plaintiff which the action were allotted or forecast false, omi�sion or complains; deceptive to him he knew that the statement, promise of which his complains or misleading, or that he knew of the of the matter of which he from the prospectus was intentionally has received or payment or has voted at a meeting of shareholders or a dividend of (b)the plaintiff interest, debenture statement, was intentionally he discovered matter holders promise false, the omission of which he complains.
or forecast that the since he discovered deceptive of which he wmplains or misleading, from the prospectus or since of the (7) An action may not be dismissed if there are several plaintiffs, proves that it has a defense each of them; and in any case in which the issuer against when the issuer (6)against proves that it has a defense plaintiffs, substitute plaintiff.
the Court may, instead some other security or all the the plaintiff the action, of dismissing holder of the same class as under subsection (8)Where an issuer would have a defense under subsection (6) but for the fact that the allottee which the action the issuer indemnity the plaintiff is brought may bring an action against has transferred against of the securities in right of or renounced them, for an the allottee it to pay to any sum that the Court orders in the action.
(9)This section applies contract to securities as if they had been allotted allotted pursuant to an under the underwriting prospectus ( l 0) This section applies issued to securities under a prospectus ption in consideration of the of other securities, whether with or of cash by or to the issuer, as though the or surrender the payment that offers them for subscri transfer without issue price of the securities fair value, transferred be paid by the as ascertained or surrendered, issuer.
by the Court, offered for subscription were the to be plus the amount of cash, if any, to of the securities No 21] LAWS OF GUYANA [AD.

1998 76 ( I I) The right of action addition rurchaser for damages to and not in derogation may have.

conferred by section 123 is in of any other right the 125.

(I) The Council may aprly to a Judge of the Court for leave to Council may �eek kavc to h, in_L) or appc:-ir ;ict1on or 1n1i;or\ 'l'l1c 1n an .
!ClllHI, Judge may grant leave that he consider, Part in the name and on behalf of an as to if he is on any terms rroper hring an ad ion under th 1s and the issuer security for costs or otherwise satisfied that (aJ the Council has reasonable for believing grounds and under this Part; who It) the issuer notice that a \b) the Council gavl' reasonahle caust.

: of action exist:; refused or failed to commence an action.
(2)The Council ma; apply to a Judge of the Court for leave to under this Part in the name: and on behalf and the Judge may grant leave on any terms as of a brinf!

an action st.:curity holder for cust or otherwise to security is satisfied that - that he considers rroper if he (a) the Council cause of action (b)the security the action.
has reasonable grounds under this Part; and exists that a for believing holder has failed or is unable to commence (3) The Council may apply to a Judge of the Court for leave to under this Part and the Judge appear or intervene may grant leave on such terms as he considers in an action appropriate.
(4) The Council may publish a summary of the terms of any in by it in or intervi:ned of an action settlement the Gazette, organization daily newspaper commenced and in a periodical with a material circulating in Guyana.

published by a self-regulatory interest in the settler.1ent or in a PART XI ENFORCEMENT Divisions I -Regulations 126.
(I) The Council may make regulations (a) classifying persons, registrations applicatio requirements under Part I I 1, IV or V, filings, ns and other matters and prescribing class; securities, to each trades, distributions, appropriate registration under this Act, including but not (b) respecting limited registered in each category; to be met by persons to prescribing conditions AD.

19118] 5,'ECURJTIES INDUSTRY [No.
21 77 · the method of record keeping and the type to be kept by each category of the format and contents 0f and the filing of copies of documents filed filings and (c) (t) (d) (e) (g) under this Act: of financial agency: the accounting examination by independent prescribing and form of rtcords person registered prescribing applications with any government prescribing in the preparation requiring statements establishing in relation the form and content prescribing report: accountant's fees for any filing prescribing to the Council: govern111g conflicts Council, the Council act as advisers (k)prescribing and other person� or to perform any 111.itter standards to financial the General duties (h) Ci) (i) accountants: principles and standards used statements: ot and reporting on financial of independence statements; for accountants of an independent with or other aprlic;ition of interests M,1nager for Member� nf the and other employees of engaged by the Council to under this Act: or thing required by this Act to be prescribed: and (I)respecting .iny other matter authorized by or required to carry out the purposes of this Act.
(2)The Council respect of public companies.

may make regulations governing in take-overs (3) Regulations resolution under this Part shall be subject Assembly.
of the National to negative 14)Without prejudice of subsection rcgu lat ions made thereunder - ( a) the level of acquisition of voting rights to the generality shall include by a person or (2 ), acting in concert persons shareholders mandatory of the relevant land the conditions at which an offer to all shares shall become applying and offeree companies to such offers: (b) the requirements of the offeror to be disclosed to shareholders in of of information respect both companies: (c)the requirements shareholders offers or both; as regards equitable of the same class or cash alternatives treatment of in (d)the timing of offer procedures and circulation of documentation; observable (e)conditions offeror and the reporting ofthc offercc in the dealing in concert Council of shares by the during the offer period in the shares of dealings period: company during the take-over or by persons to the No 211 IAD 1998 78 (f) the minimum period may not qe ienewed; (g) the requirements to protect within minority interests.
which an unsuccessful offer (5)The Council may establish a committee to administer the regulations the conduct made under subsection of the business of that committee.

(2) and may make rules for (6)Regulations may provide on summary conviction thereof that a contravention shall be by a fine of two hundred punishable and fifty thousand dollars and imprisonment for two years.
(7) Notwithstanding subsections made under eac.h of those subsections Minister the purposes l J) and (2), the first regulations may be made by the and for of the Council 127 shall not apply the recommendation section of this subsection, without J>\lblicalion of prol)O!

'ed r�gulatio11s.
'ed r�gulatio11s.

in tJ1e Gazette 127. t 1) The Council shall circulating the first publish in Guyana, such newspaper newspaper Saturdays, least sixty days before the proposed (a)a copy of any regulation (b)a concise on three consecutive to occur at publication effective - date thereof to make; that it proposes of the substasce statement and purpose and in a daily proposed regulation, and the proposed and of the date; effective ( c)a reference to the authority under which the regulation is proposed.
(2)After a proposed regulation is published in accordance with shall afford a reasonable (I), the Council to interested subsection opportunity writing, the third with respect to be submitted publication to the proposed of the notice persons to the Council to make represe within in ntations referred to in subsection days of fourteen (2), regulation.
where it considers for the presentation a it necessary, may convene or the of oral argument orally of evidence persons by interested and may permit cross­ in order to determine (3)The Council, hearing submission examination issue of specific proposed regulation.
an of a fact that is material to its consideration (4)The Council is not required to comply with subsections (I) and (2) if- (a)all persons who will be subject to the regulation are to that would be subject named and the information publication is sent to each of them; (b) the regulation restriction and is not likely a only grants an exemption or relieves impact to have a substantial AD.

!9981 [No.

21 ,\'ECl.


'R171ES INDUSTRY 79 on the interests under it; of persons other than those who benefit ( c)the regulation an existing regulations; or makes no material substantive change in (d) the Council for good cause finds that compliance with or unnecessary (1) and (2) is impracticable of the the finding and a concise statement subsections and publishes for it.

reasons (5) Any person may petition making, the amendment to recommend of a regulation.
the or revocation the Council Division 2 -Orders of Council 128.

(]) The Council mav make an order on its own motion or on an interested application by - person a person, (a)classifying under Part m, IV or V, filing, security, trade, distribution, application or to appropriate requirements registration other matter and imposing the class; Power to makeor<.

-... (b) permitting or requiring in a filing of copies of documents filing government and any other matter (c)respecting of this Act.
carry out the purposes agency; or application the filed with another authorized by or required to (2)A declaratory order or an order gr:inting an exemption 1s all persons.

effccti,c against ri11g.

or 111odif order re,oking a dctern11nat1011 1:1 11 reflected racts but the Council shall make all such an order when it finds that with tile 1s no longe1 consistent 129.
(I) The Council shall, a before making a final order, provide and shall give not less than fourteen for a hearing to each person directly days' notice to and to any interested self-regulatory organization C<>nduct of heorinp, reasonable opportunity affected each person including (a)a statement hearing; (b) a reference be held; (c)a concise statement of the of the time, place and purpose to the authority under which the hearing is to of the allegations of fact and law; and (d) a statement that if the person fails to attend at the giving him Council may proceed without hearing, the notice.
further (2)The Council may - (a)issue a subpoena a person to attend or other request at a hearing, or summons requiring to testify to all matters No.

21) LAWS OF GUYANA [AD.

1998 80 of the hearing to the subject relating records relating his rossession located ( b)compe I a person to the subject or under his control, and Guyana; to give evidence orally necessary.

in or outside otherwise as it thinks of the hearing and to produce all that are in on oath.

affirmation or in writing.


or whether they are t.3) Notwithstanding subsection (2).

n shall be compelled the Council before and every such person by him before the Council, which a witnes, <<:\f)ti.

:t of evidence giving shall.

o person giving evidence to incriminate himsel( given of an:, evidence to in to all privileges in respect be entitled evidence before given by h!m before the Court is entitkd such Court.
subsection 1inder the Council (4) 1\ hearing unlt:�s interests affected the public of the rersons and appearing affected.

so request.

othen,11se (I) shail he oprn to tht public 1n ,.,rJf'r b:rt if all per a hearing to prokct the :,ons directly ohaJ: be open to directs ( 5) A person who is entitled to notice of a hearing (I) may be represented by counsel for the conduct and, subject of its business.

subsection the rules made by the Council may present witnesses evidence at the hearing.
and argument and may crossexamine under to ( (>) A witness at a hearing under subsection (I) may be advised by counsel may admit as evidence or documentary matter (7) The Council testimony the subject any fact that may b e judicially scientific recognized or technical its area of expertise.
within noticed exhibit of the proceedings that it considers relevant to o f and may take notice at a hearing any oral fact, information or opin10n and o f any generally (8) The Council presented shall :11ake provision for all oral evidence ( 1) to be transcribed.
at a hearing under subsection (9) The Counu I shal I - (a) make a final order in writing and state the findings of er.titled person for it; fact on which it is based and the reasons to each person (b)send a copy of the order and r<:asons to notice under subsection (I) and to each at the hearing; who appeared a copy of the order and reasons in the Gazette, (c) publish thereof self-regulatory organization the order or in a daily newspaper and in a periodical by a interest in with a material in Guyana, or a summary published circulating and AD.
1998] SE('URITJES INDUSTRY [No.

21 81 but the Council person from an order so published.

may om it the name of an affected (10) Subsection (1) docs not apply to an order that - or 134(1): 133(1) (a) is made under section (b)is essentially (c)docs not adversely affect procedural: the nghts or interests of any person D1viswn 3 -Appeals 130.

( J) A person directly affected authority delegated order of il self-regulatory thl: order to the Council.
appeal by the Council organization under section 7, or by an 38. may by a final order made pursuant under section to Appeal!> ll,r te'll:v\.

7 pr _; :... rt' �cct1011 (2 \ The Council may of its own motwn review itn order made delegated to authority pursuant or made by a self-regulatory and shall provide give not less than fourteen including the order.
b1 thL: Council organization opportunity days' notice to each person, directly 7 under section 38 for a hearing and a self-regulatory organization, a reasonable under section affected by (3)On an appeal or review under this section to section 39, confirm the order or make such orders subject it consider s appropriate.

the Council may, as (4)An order that is subject to appeal or review unde, this section immediately, but the Council takes effect made the order may grant a stay pending Council.
or the person who the decision of the 13 1. t 1) A person directly by a final order of the Council may affected the order to the Court.

appeal Appeal lo c"l-t•,rt �r.


final against "'- (2)No appeal may he made under this section affected obtain has taken all reasonable review of the order pursuant the person unless steps available to appeal or 130. to section (3) An order that is subject immediately, takes to appeal under this section or the Court may grant a effect stay pending but the Council of the appeal.
the hearing ( 4) The Council is entitled to appear and be heard on the merits on an appeal under this section the Court relating or on any other application by the Council to the exercise of its powers.

to No.

21] Ll WS OF GUYANA [AD.
1998 82 (5 l On an appeal under this section, the Council direct authorized 111a; remand the case to the Council sub1ect to any cond1ti0ns to make any order that the Council proper, proceedings that Court thinks fit to make and which the Court considers for further the Court may make or may is or it \\hich (6)On an appeal under this section against 136 or an order under section the order or may, if the order 1s arbitrary, a cease tradmg order 13 7. the Court under section may confinn capricious or an abuse of discretion, revoke it.
Ap1•,:al ,,1•,•:11.,\ t,1 c,11:11 ll'.l!Ui,1\L\l!l 13:::' ( I l ;\ 1>cr,on ut the Cuuncil to the Court agamst the application of th,tt by a regulation affected rL·gulatiun to hi111 lll,l\' appc,11 (2)/, 1c,:u!at1rn1 that is subJect dlt:ct .11 the t1111e the Court may grant a stay specified to appeal under this section take� by the Council.

or pt'ndinl'.

hut th<: Ciuncil rc\·1c\\ ( �) The Counci I is ent1tkd to Jppear and be heard on the 11wr1ts ol ;in appeal under thi:; section or subject s proper.
proceedings tu any conditions (-+) On an appeal under this section, a regulation but the Court may revoke a regulation the Court rna�, ccrnfirm or ma::, remand the matter to the Counci I that Court rcVl)ke fnr further c:onsider if - (a) (b) (c) it was made in contravention (d) a specific material evidentiary hearing is not supported it is arbitrary, it is in excess capneious of the Council's or an abuse of discretion; jurisdiction; of section 127; or fact found by the Counctl convened to section pursuant by the evidence after an 127(3) 0nly (5)For the purposes of this section, an order of the Council under section 40 or 41 is a regulation Division./ -/m:esl1gatw11s gatio11 or lnve�t1 c onti ;,vcnt1on�.
133.

(I) The Council may appoint a person to conduct.

to ascertain contravening whether any person has contravened, this Act.

or is about to contravene an investigatJOn 1s (2)A person appomted by the Council or other request may issue a subpoena person to attend matters relating produce all records that are in his possession at a specified to the sub.1ect relating to the subject or under his control.
time and place, pursuant to subsection or summons requiring t I) a to all to testify of an investigation and to of the investigation AD.

1998) SECURITIES INDUSTRY [No2I 83 (3)A person appointed by the Council pursuant to subsection may compel a person otherwise as he thinks administer an oath to give evidence necessary, or affirmation orally or in writing, at any place.
on oath, affirmation (1) or and may ( 4)Where a person who 1s required by the Council to give of an investigation or attend a hearing in the course evidence fails or refuses to - (a)attend: or (b)give evidence the Council may make an application compel the person on oath, or with affirmation.

to the Court to so (5)An invesllgation under this section shall be held in camera.
(6)A person appointed by the Council shall provide the Council the mvestigation material (1) to subsection pursuant with a full and complete of report of evidence and any to the investigation mcludmg any transcnpt relating m his possession (7)The Council concerning intends to do so it shall (a)provide a person may publish an investigauon against a report or other information but if it under this section.
whom an adverse n days' notice of the finding and an finding is to be made with fourtee opportunity to be heard m person provide (b)if practicable, adverse and a reasonable to publication a person with advance opportunity publicity or by counsel: and to receive who is likely on notice of the publicati to prepare prior a response 134.

(I) The Council may conduct an inquiry under this Act or to obtain information to aid in the preparation Condu\;t re proposed regulations.
as a of inquir) of regulations basis for recommending subject matter.

legislation relating to the Act or its (2)The Council may exercise the powers specified in section 133(2) and (3) in relation to an inquiry under this section.

(3) A person who gives evidence in an inquiry under this section may be represented by counsel.

-... � An inquiry aperson of the inquiry reasonable the inquiry.
but under this section may be conducted in public, who is likely being public opportunity as a result to receive adverse publicity a if practicable, shall be afforded, in to state his position for the record (5)The Council may publish a report or other information concerning an inquiry under this section, but a person who is No 21] IA WS OF (rf Tl.\�l [A.D. 1998 84 likely to receive publication the publication response adverse publicity as a result of such if practicable, advance notice shall be afforded, and a reasonable opportunity to prepare prior to publication.
of a Investigation of financial affair.

; (•f rcg1str.inl 135.

(1) The Council may be m breach of this Act, appoint and finam:1al may at any time, where it is of the view that a a person in affairs of a or other reports as the to examine the records such financial and to prepare registrant writing registrant Council requires.

(2) Where.
(2) Where.

upon the application exparte is satisfied that a person other than a registrant breach of this Act, th<: Com1 may make a11 order :1uthorizing the Council person of the Council.

may be 111 and tinancial the records to examine afLms of that the Court (3)A person appointed by the Council pursuant to subsection ( l) or (2) may examine all the n:curds.

securities, cash, bank accounts or person whose affairs are to be examined book, of account.
and Pther data of the registrant (4)No person shall withhold.

any information conceal, reasonably destroy required produce of the examination subsection ( 1) or (2).

or refuse to for the purpose pursuant to by a person appointed (5)The Council examination may charge a registrant m?.de under this section.

a prescribed fee for an Power to order cc)sation trading.

of 136.
of 136.

( 1 \ Where the Council (a)a security that - considers is being traded in connection contrary to this Act: with a distribution (b)a prospectus.
block distribution or any other circular with a distribution document used in connection contains required a misrepresentation to he included; or omits a material fact (c) any of the circumstances specified to issue a receipt 68(2) as for a prospectus in section the basis for a refusal exists; or (d)an issuer, selling security holder or underwriter has including financial that or the distribution.
failed to provide information, statements is reasonably by the Council, to the issuer relating the Council distribution requested may order that all trading cease.

in connection with the (2)Where the Council (a)a material considers that - fact relating to an issuer of a security has not been disclosed and become public, t AD.

1998] INDUSTRY .\'EC/.

'RTI'JE',' fNo.


21 85 (b) trading in a security or explanation; require or fluctuat10ns in lhe pnce of a security (c) it is otherv,ise in the public interest for the or necessary protectio n of investors, may order, subject the Council considers security appropriate, for a penod specified that trading by it.
to such co1ditions as it ceci:ce in respect of any that 11 is in the purlic interest considers for the protection of investors, subject a person who contra\<:n:'S 1t may make an to such cond:h,n� a; :h1o i\ct from trading or order 1t cc,n,iders in priod trading a specified ,ecurit:,; fo,· a (3) Where the Council necessary prohibiting, appropriate, securities or from specified by it ( 4) The Council without shall provide day'., until the heari1 holding may make an orc.kr urnkr subsection ( 1) c1r a heari:ig a� required L,y ·.
:e:t1on 129. but (3) it seven an oppor1u111tv for ,11ch a lwarmg within of the making of the order 1g 1, complett:d and the order 0cnrnms in effect (5) The Cuunc1i may make ,in order und.

::r sub,ecuon (2) without by section 129. but 11 shall as rcquir.
::d for such a hearing a hearing an opportunity holding provide of the making of the order and the ,yde� remains the hearing to subsection until the material (2)(a), in which case the C:Hmcil fact 1s disclostd is completed, uniess and bee<.•mes may extend it public.
in effect until wHhin seven days n,e order was made pursuar.t of an order under this lo - give notice specified of a security shall forthwith (6) The Council si::ct1on (a)each person named 10 the order; (b) the issuer (c/ ariy other person the Council believes and cted by the order: (d)it liJe order is made pursuant every person registered notice published interest in Guyana.
and shall include periodical material circulating and in a of the order in the Gazette, by a self-regulatory to subsection nnder Parts IV and V, in the order; ; f,, (1) or (2), in the order or in a daily newspaper organization with a is directly (7) No person shall trade in contravention of an order under this section.

137.
(I) Where the Council, after a hearing, considers it to be in the Power 10 order relief additional interest, public (a)that a person comply with or cease contravening, it may order - and s and senior that the director the person (i)this Act or the regulations; of the person cause to comply with or cease contravening officers No 21) !AD 1998 86 (1i) an order of the Council; (iii)a rule, direction, decision rule of a self-regulatory or order made under a orga111zation; that the perscrn holds as (b)that a person a director ,esign or officer (c)that a registrant any position of a registrant or issuer; - or issuer (1)is prohibited authorizing information order; from d1sserrnna11ng or to the public of.
any in the of any kind described the dissen1mation ,Jr record to the public, to d1sscmtnate to the public, ( ii)is required tllethocl desrr1f:ld record relating issuer that disseminated; by the or an\ information 0f the regi,tranl or must be the Council considers Ill the order, tu the affairs (1ii) is required the order.

described or tecord 1r1format1on its dissemination to amend.

in the marn:er specified in <)1 any kind any intormatioll in the order betore d1s,em111ating the r,r authorizn,L'.
to the public to the public or or record (d)that a registran t or 1s,u,:r registration be suspended, cancekd be reprimanded or tliat or restricted.

person's (2)The Council shall send written to any person of every order made by the affected that 1s directly notice under this section order.

01 Jer for o�n.dty � 138.


(I) Where the Council after a hearing determines that a person this Act or any regulation it to be in the public may order the person to pay to the State or an order of the " to make interest and considers has contravened Council the order, a penalty dollars.
the Council of not more than one hundred and fifty thousand (2)Where the CouPcil makes an order unde: subsection (I), the of the Court a copy of the by the Chairman shall file in the registry Council order certified filed the order shall have the same fL,,ce proceedings Court, and all and effect may be taken on it, as if it were a judgment of the 13 I an appeal has been filed pursuant of the Council, unless and on being to section (3)Every penalty imposed by the Council in the exercise of its powers under this Act shall be payable and may be recovered revenue for the purposes the hand of the Chairman as sufficient evidence by the State as a civil debt, and under in of the proof of such debt a certificate of the Council shall be receivable into the general proof of such debt.
A.D 1998] SECURITIES I:VDUSTRY [No 21 87 D1v1sion 5 - Orders of Court 139.

(1) Where the Council considers that a person ha� failed to this Act or any regulation Couft orders for eoforcing compliance.
the Council comply with or is contravening an order, may, in may have, apply to the Court for a permanent injunction (a)the person directing addition - or it to any other powers or temporary to comply wich or to cease contravening this Act, the regulation a,1d senior (b)the directors to comply the person Act, the regulation or the orde�.
or the order; and officers with or to cease contravening of the person to cause this (2)On applicatior, under ,,ubsection the Court may make any (1 I, fit including, witho•Jt limiting or final order it thinks of the foregoing interim the general11y (a)an order requiring (b) an order restraining (c) an order requiring regulations (d) an order requ:ring (e) an order setting securities; or (f) an order requirmg or an order; restitution the conduct compliance or disgorgemem of of; with this Act or the complained profits; disclosure of any mformation; relating aside a transaction to tr:.ding in or the purchase, the issuance or cancell disposition ation of a of a or exchange security securit).
(3) An order may be made has already a penalty of the same non-compliance been imposed or contravention.

on that person in respect under this section notwithstanding that : 40.

(I) considers Where the Council interest the protection or for (a) a person who has contravened that it is necessary - to prevent of investors this Act or any in the public A.ppomtmC;nt of r.:;ce1ver_ etc.
or regulation; (b)a person whose reg;stration or revoked, or direction, under this Act has been with property from dealing suspended his control the Court may appoint the property investors creditors, do so.
or persons security under and it may apply to the Court, or receiver-manager of of by, or to of, that person that it is in the interest is controlled or members if it is satisfied whose property a receiver holders (2)Where the Council intends to apply to the Court to appoint of the property in respect or receiver-manager before making the shall, institution, with the Bank of Guyana with regard to the Council tion, consult receiver financial applica the proposed application.
a of a No 2l) LAWS OF GUYANA [A.O.

1998 88 (3)The Court may make an order under subsection ( 1) on an e\p,Hk application by the SC"JCtl <bys.

Council for a period not exceeding Ncl 29 c.f 1.

1r;s· (4) f"he prov is ions 1991 sh.1/l aJJply.

c1nder this :-:-�tion.

of Part 111, Division to a receiver C of the Companies Act appointed or receiver-manager Di��1u<1 l1fic �;i0n I ii riiit'( ll',-�.

: ., !
: ., !

( l) When, <in tL, application of the Council, is unfit to be concerned the Court is satisfied in the management shall not.

the Court may order that that indi\·idual of the issuer.

\\ 1th leave of the Cuurt.

be a or indirectly.

director the 111d1v1liual tirnt an ot an i,�uc·r >:.'

pric1,· w1thnu1 ti w:.,,.


,;: i•t: in ,rny ,c :s:wer for such period n•anc1gcment ,:if t' - (1) lh.-�lnq1ni, \ 11 with the li:,te ( 11 J i1 the 111dividual dirt::ctly of the urder; or is undergo i11:prisunment concerned - ms, ur is tQ undergo dirt::cts.

a krm <if with the date on which lie completes i,Li'risonrnen!

pri-,,,,: and and the Coult sc that term of or is utherwist: released from (b)n.:11 e>·ci:td11,g five a,: 111a:, years.

be srecified in the cirdt:-t ( 2) In uctermm1ng wi1etlier slrnll ( l ).
the C,,:,r1 nr not lO m:.ike ii'1\.

: rcln·:mt.

an \lrder under 1he lo 3JJ any including rhat it con�1ders rcg:ltd suhscct1011 c11-cu111s13ncts pin 1ou� for an uff�nce with the promotiorL coq,ornte.

of the conv1c:ions m1·o!vin,!

individual in Guyana or elo.ewhere fraud or dishonesty or in connection fr,rmat1on or management or any body (JJ Defore rnahnt!

an aFrlication in relation :rny ,ndiv1dlial.


the Cc,:111c.l not le,s shall give that ind1vid11al ;liar, t.1unt:e11 (1;:-,·s' i:otie<: of :i1,pl1cat1on.

under this section its intention to make the to i!J) Ct, 1.he hcari1112, -:i:u;o:1 or an anplical.1011 and :,nv J-lc1v1ck:ll of an a1·pi1;;at1on ma.Jc bv I',i; for lt,iv<.
: cnncnned c:ou11cil to any n1av appear an<J t iil1 attent1011 i\nd 1�,,ay give evidence, :,n ;1ttnrney<,i-l1w matters anJ be call \v:t.nesses under :ccuon, the ipp!icatwn \Vith 1hc' relevant, that r.:-e repre,ented the Council under thic, by D,v1si,J11 ,5 -Offenses I cl2 \ l) A person wfn - ( a) k11,1wingly or rcckkssl) makes a misrepresentation m contrnvcnt10n ,if this Act or any regulation; AD.

1998] 5:,'ECURJTIES INDUSTRY [No.


21 89 (b)knowingly any person section inquiry ( c)knowingly or 61, 56, 57 or recklessly appointed to conduct 133 or to the Council 134; or under section to makes a misrepresentation under an investigation in connection with an or recklessly contravenes section 31, 46, 47, is guilty hundred of an indictable thousand and is liable offence and to imprisonment to a fine of three for two years.
dollars (2)A person who knowingly of this Act or any regulation contravenes a or recklessly in of an that is not specified guilty (I) or an order of the Council, is on summary conviction to a fine of one for one and is liable fifty thousand and to imprisonment dollars provision subsection offence hundred year.

(3)A person excuse without who fails reasonable an order of the Council section summons under permit entry under section offence and is liable seventy-five months.
or a subpoena 133(2) to comply with or or other request or to or 135(4) or (3), 134(2) is guilty of an on summary conviction to a fine of dollars and to imprisonment 42(3) or 136(4) thousand for three (4) Reasonable roliance.

including in good faith upon a statement (a) this Act or any regulat ion: Judgment (b)a judicial (c)an order or official release is a defense in a proceeding or opinion: or of the Council.

under this section.

reliance of the on advice law contained of counsel.

in - 141.
in - 141.

( I ) Where a person has been convicted 142, then any director, section person who knowingly acquiesced liable to the penalty in the offence specified for it.
of an offence under or the officer or supervisor permitted or recklessly authorized, Liablli1y ("f etc Jirf"l.:h.1rt, is also guilty of the offence or and (2)Wherever in this Act it is provided any person is unlawful sanction is specified in respect be punishable omission shall not exceeding two hundred imprisonment, and when the person act or omission fine.
;s an issuer, that any act or omission vf or or is an offence and no penalty that act or of that offence, by a fine conviction on summary thousand dollars accused and three months' in respect of such to such shall be liable the issuer .

(3)A person convicted is liable, regulation under this section, offence.
of an offence against this Act or any and filing of a certificate after the review for the costs of the investigation of the No 21J UWS OF GUt4AC4 [AD 1998 90 (4)The Council may prepare the investigation staff and any fees paid to an expert.

a certificate including the time spent by its investigator uf an offence.

setting out the costs of or witness.


(5) The Counc ii ma:· i1pply to a master or rt>g1strar of the Court to under the rules of the Court as if the review the r:ertificate shall certificate review the cost and may "ary them if he considers them to the investigation.

1111reasonable and the master or registrar were a bill of costs.

or not relatr:d ( 7)After review.


be enforced of the Court the certiticate may be tiled 111 the Court and may cigainst the person c.onvicted as ii it were an order Prosc�ut �on t>f s111nm10 ,,(fe,t�\.

144.Notwithstanding to any offence may.

in relation and conduct criminal thereof any other written law.

an officer under this Act or any ol :he Counc ii regulation.

rnstiturc proceedings in a court of summary ,iurisdiction PART XII TRANSITIONAL PROVISIONS Rerc,ril No 2t)ofl()91, 14( {I) Part !

11.
11.

First Schedule Division D of the Companies thereunder.

is hereby repealed.

Act I Q9 I. bur not the NQ l2of IC:·0� (2) The Capital Issues (Control) Act 1995 1s hereby repealed.

0vffrwf1n, dl«t ot lhta Act.

146.The Financial provision construed there,1f a� amcnrled is 1ncon,1qe11t and modi tied 1,y th 1, Act.

ln,tilution, an) the e:--tent to 11hich Act 199:i shJ.11.

w Act.

be is1on of this \\ ith cl\l\ prl'\ f'ussed hy t/,e Xat/0110 / \.\'Clllhh· ()1.

)8 <)/7 281/1 [JC{ r.:mhel'.

I !


,0 t!31U_ No.

2../'!

(IOflj Cink of-the National 1\ssernbly F A.

1\ura111