Capital Markets and Securities (Advertisements) Regulations

THE CAPITAL MARKETS AND SECURITIES (ADVERTISEMENTS) REGULATIONS
TABLE OF CONTENTS
PART I
PRELIMINARY PROVISIONS
Regulation
Title

1. Citation.
2. Interpretation.
   PART II
   RESTRICTIONS AND CONDITIONS
3. Advertisement offering securities.
4. Advertisement to comply with Schedule.
5. Directions by the Authority.
   SCHEDULE
   THE CAPITAL MARKETS AND SECURITIES (ADVERTISEMENTS) REGULATIONS G.N. No. 15 of 1997
   PART I
   PRELIMINARY PROVISIONS (regs 1-2)
6. Citation
   These Regulations may be cited as the Capital Markets and Securities (Advertisements) Regulations.
7. Interpretation
   (1) In these Regulations, unless the context otherwise requires– "Act" means the Capital Markets and Securities Act i *; "image advertisement" means an advertisement that– (a) promotes public awareness of a licensee; (b) describes the services a licensee provides or the types of investment a licensee markets; (c) commends a licensee in general but not on any particular service a licensee provides or types of investment a licensee markets; or (d) offers to supply further information on request; "licensee" means a person licensed under Part IV of the Act; "promotion" means advertising, issuing a prospectus, application form or proposal form, or circulating or making available promotional material; "securities advertisement" means any advertisement for or in connection with securities or securities business; "short form advertisement" means advertisement that contains a licensee's name and in respect of the business of a licensee's securities business– (a) displays the licensee's address, telephone number, symbol or logogram; (b) describes the licensee's business and the fees charged; (c) contains a statement that the licensee is regulated in the conduct of the licensee's business by the Authority; (d) states in relation to securities that the licensee may buy or sell or arrange to buy or sell their names, indicative prices, difference of prices from previous prices, their income and yields and their earnings or price or earnings ration; or (e) states simply as a matter of fact, and not so as to imply any offer to deal, that the licensee alone or with others named, arranged the issue of or a transaction in a particular security.

(2) For the purposes of these Regulations) an advertisement issued outside Tanzania shall be treated as issued in Tanzania if– (a) it is directed to persons in Tanzania; or (b) it is made available to persons in Tanzania in a newspaper, journal, magazine or in publication published and circulating principally outside Tanzania or in a sound or television broadcast transmitted principally for reception outside Tanzania.
PART II
RESTRICTIONS AND CONDITIONS (regs 3-5)
3. Advertisement offering securities
Every advertisement offering services in the securities services shall include– (a) the name and address of the person making the offer; (b) a description of services offered; (c) a general statement of the terms and conditions of the services offered; (d) the place Where the person making the offer carries on business; and (e) such other information as may be directed by the Authority.
4. Advertisement to comply with Schedule
A licensee shall not issue or cause to be issued whether in Tanzania or elsewhere, a securities advertisement unless the requirements of the Schedule to these Regulations are complied with in relation to that advertisement.
5. Directions by the Authority
(1) If the Authority considers that any securities advertisement issued, caused to be issued or proposed to be issued by a licensee is misleading or is otherwise in breach of these Regulations, the Authority may by notice in writing give the licensee a direction under this Regulation. (2) A direction under this Regulation may contain all or any of the following prohibitions or requirements, namely– (a) a prohibition on the issue of advertisements of a specified kind; (b) a requirement that advertisements of a particular description shall be modified in a specified manner; (c) a prohibition on the issue of any advertisements which is wholly or substantially a repetition of an advertisement which has been issued or is proposed to be issued and which is identified in the direction; (d) a requirement to take all practical steps to withdraw from display in any place or from circulation any advertisement of any advertisements of a particular description specified in the direction; (e) a requirement, in respect of a particular advertisement, that a correction be published in the manner and form specified by the Authority.
SCHEDULE
(Regulation 4)

1. The significance of any statement or other matter required by the provisions of the
   Schedule to be included in an advertisement shall not be disguised either through lack of any
   prominence in relation to the remainder of the advertisement or by the inclusion of matter calculated to minimise the significance of the statement or the other matter required to be included.
2. (1) The content of a securities advertisement and the manner of its prescription shall be
   such that the advertisement is not likely to be misunderstood.
   (2) A securities advertisement shall not contain any statement purporting to be a statement of fact that the licensee issuing it has taken all reasonable steps to ensure that each such statement, promise or forecast is not misleading in the form or context in which it appears. (3) A securities advertisement shall not contain any statement, purporting to a statement of

fact that the licensee issuing it does not reasonably believe at the time, on the basis of evidence of which he has a record in is possession, to be true. (4) If the securities or securities business to which an advertisement relates is available in limited quantities, or for a limited period or on special terms for a limited period, the advertisement may say so but if that is not the case, the advertisement shall not contain any statement or matter that implies it is so.
3. (1) The terms of a securities advertisement and the manner of its presentation shall be such
that it appears to be an advertisement issued with the object of promoting the securities business or licensee to it relates. (2) Where the medium in which advertisement is carried contains or presents other matter the advertisement shall be distinguished from that other matter so that the part that is an advertisement clearly appears as such.
4. Except in the case of a short form advertisement or an image advertisement, the nature of
the securities or securities business to which the advertisement relates shall be clearly described.
5. No securities advertisement shall be issued with the intention not of persuading persons
who respond to the advertisement to pursue the subject matter of the advertisement but, with the intention instead, of persuading them to enter into an agreement, or use business services, of a description not mentioned in the advertisement.
6. A securities advertisement shall not contain any matter that states or implies that the
securities or securities business which is the subject of the advertisement or any matter in the advertisement has the approval of any Government department or of the Authority.
7. A securities advertisement that states only some of the rights and obligations attaching to
an investment in securities or only some of the terms and conditions of a securities agreement shall– (a) state sufficient of them to give a fair view of the nature of investment in securities, of the financial commitment undertaken by an investor in acquiring the investment in securities and of the risks involved; and (b) state how a written statement of all of them can be obtained.
8. A securities advertisement shall not compare or contrast one investment in securities with
an alternative investment, or one securities service with an alternative securities service, unless the comparisons and contrasts are fair in relation to what is promoted and to the alternative having regard to what is not stated as well as to what is stated.
9. Any securities advertisement that–
(a) refers to taxation shall contain a warning that the levels and bases of taxation can change; (b) contains any matter based on an assumed rate of taxation shall state what that rate is; (c) refers to reliefs from taxation shall– (i) state that the reliefs are those that currently apply; and (ii) contain a statement that the value of a relief from taxation depends upon the circumstances of the taxpayer.
10. Where a securities advertisement states that an investor who enters into an investment
agreement to which the advertisement relates will be given an opportunity to cancel the agreement, the advertisement shall define the period during which the investor will have that right and the time when the period will begin.
11. A securities advertisement shall not contain information about the past performance of
securities investments of any description unless– (a) it is relevant to the performance of the securities investment the subject of the advertisement; (b) except where the source of the information is the advertiser itself, the source of the information is stated; (c) if the whole of the information is not set out– (i) what is included is not unrepresentative, unfair or otherwise misleading; and (ii) the exclusion of what is excluded does not have the effect of exaggerating the success or performance over the period to which the information that is included

relates;
(d) if the information is presented in the form of a graph or chart, no part -of the information is. omitted so as to give misleading impression of the rate at which variable quantities have changed; (e) in the case of an advertisement of units or shares in a collective investment scheme, any comparison made between the value of an investment in those units or shares at different times is on an offer to bid basis, that is to say, on the basis of what it would have cost to acquire an amount of the units at the earlier time and what a disposal of that amount of those units would have realised at the latter time, and the fact that is the basis of the comparison is stated; (f) the period which is selected as illustrating past performance is a period of not less than three years which period must end no more than three months before the date of the issue of the advertisement; and (g) the advertisement contains a warning that the past is not necessarily a guide to the future.
12. (1) A securities advertisement shall not contain any statement indicating the scale of the
activities or the extent of the resources of a licensee or of any group of which the licensee is a member, so as to imply that the resources available to support the performance of the licensee's obligation are greater than they are. (2) Statements which relate to resources of members of a group other than the licensee shall clearly state that fact.
13. (1) This paragraph applies to any securities advertisement that is not a short form or
image advertisement.
(2) An advertisement shall contain a statement in accordance with this paragraph warning of the risks involved in acquiring or holding the securities investment the subjects of the advertisement. (3) Where the advertisement relates to a securities investment in the case of which deductions f r charges and expenses are not made uniformly throughout the life of the investment but are not loaded disproportionately onto the early years, the advertisement shall draw attention to that fact and that accordingly, if the investor withdraws from the investment in the early years, he may not get back the amount he has invested. (4) Where the advertisement related to an investment that can fluctuate in value in money terms, the statement shall draw attention to that fact and to the fact that the investor may not get back the amount he has invested. (5) Where the advertisement effects an investment as likely to yield a high income or as suitable for an investor particularly seeking income from his investment, the statement shall draw attention to that fact that income from the investment may fluctuate in value in money terms. (6) Where the advertisement relates to an investment denominated in a currency other than that of the country in which the advertisement is issued, the advertisement shall draw attention to the fact that changes in rates of exchange between currencies may cause the value of the investment to diminish, or to increase. (7) Where the advertisement contemplates the investor entering into an agreement whereby the investor is required to pay unspecified additional, amounts later, the statement shall draw attention to the fact that the investor may or, as the case may be, will have to pay more money later and that accordingly a transaction in that investment can lose the investor more than his first payment. (8) Where the advertisement relates to an investment that is not readily realisable– (a) if the investment is not traded on an establishment securities exchange, the statement shall draw attention to the fact that there is no established market for investment so that it may be difficult for the investor to sell the investment or for him to obtain reliable information about its value or the extent of the risks to which it is exposed; or (b) if the investment is traded on an established securities exchange but is dealt in so irregularly or infrequently– (i) that it cannot be certain that a price of that investment will be quoted at all times; or

(ii) that is may be difficult to effect transactions at any price that may be quoted, the statement shall draw attention to that fact.
14. A securities advertisement shall not describe investment return as being in any way
guaranteed, secured, assured or promised, either expressly or impliedly, unless the advertisement has been approved in writing by the Authority prior to its issue.
15. Every securities advertisement–
(a) in a publication shall state in the bottom right hand corner of the advertisement the date on which it was first issued; (b) by way of a prospectus, brochure, handout or similar marketing literature shall state the date on which it was first issued on either the front or back outside cover page;

(c) by way of a cinematography film, video or television broadcast shall bear the date on which it was first issued prominently at the beginning or end of the advertisement material.