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Companies and Allied Matters Act 2020 · Part B · Chapter 6

Section 120Obligation of disclosure by substantial shareholder in public company

(1)
A person who is a substantial shareholder in a public company shall give notice in writing to the company stating his name, address and full particulars of the shares held by him or his nominee (naming the nominee) by virtue of which he is a substantial shareholder.
(2)
A person is a substantial shareholder in a public company if he holds himself or by his nominee, shares in the company which entitle him to exercise at least 5% of the unrestricted voting rights at any general meeting of the company.
(3)
A person required to give a notice under subsection (1), shall do so within 14 days after that person becomes aware that he is a substantial shareholder.
(4)
The notice shall be given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of the period referred to in subsection (3).
(5)
The company shall, within 14 days of receipt of the notice or of becoming aware that a person is a substantial shareholder give notice in writing to the Commission of this fact.
(6)
If any person or company fails to comply with the provisions of this section, the person or the company is liable to such fines as the Commission may prescribe by regulation for each day the default continues.
Cite as: Companies and Allied Matters Act 2020, section 120

What this section means

From the guide: Persons with significant control and substantial shareholders under CAMA 2020

  • In a public company, a substantial shareholder, meaning someone with at least 5% of the unrestricted voting rights, must notify the company within 14 days (section 120).
  • A person who holds, himself or through a nominee, shares carrying at least 5% of the unrestricted voting rights at a general meeting of a public company is a substantial shareholder and must give the company written notice of his name, address and full particulars of the shares (section 120(1) and (2)).
  • He must do so within 14 days of becoming aware of it, even if he has stopped being a substantial shareholder by then (section 120(3) and (4)).
  • The company notifies the Commission in writing within 14 days (section 120(5)).
  • Information about beneficial interests under section 120 goes in a separate part of the register, in chronological order (section 123).

Read the whole subject

Source: Companies and Allied Matters Act 2020 (Act No. 3 of 2020), Official Gazette No. 124, Lagos, 10 August 2020. General information, not legal advice.