Region

Jurisdiction

Regulator

2004-01-01

Regulation COSOB No. 04-01 of July 8, 2004, Amending and Complementing Regulation COSOB No. 96-02 on Information Disclosure by Companies Issuing Securities

The Commission d'organisation et de surveillance des opérations de bourse (COSOB) issued Regulation No. 04-01 to amend and supplement Regulation No. 96-02 regarding information disclosure requirements for companies issuing securities. The regulation mandates that information documents be dated and signed by the issuer's legal representative and auditors, and introduces Article 5 bis to allow the use of draft prospectuses for gathering subscription intentions under strict conditions. These conditions require financial intermediaries to maintain a registry of recipients, provide copies upon request, display provisional status warnings, and distribute the final approved notice to all solicited parties.

Algeria

Commission d'Organisation et de Surveillance des Operations de Bourse

Decree of 13 Dhou El Hidja 1425 corresponding to January 23, 2005, approving the regulation of the Commission for the Organization and Supervision of Stock Exchange Operations No. 04-01 of 20 Joumada El Oula 1425 corresponding to July 8, 2004, amending and complementing Regulation COSOB No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities.

The Minister of Finance,

Having seen Ordinance No. 75-59 of September 26, 1975, as amended and supplemented, establishing the Commercial Code;

Having seen Legislative Decree No. 93-10 of May 23, 1993, as amended and supplemented, relating to the stock exchange of securities;

Having seen Presidential Decree No. 04-138 of 6 Rabie El Aouel 1425 corresponding to April 26, 2004, appointing the members of the Government;

Having seen Executive Decree No. 95-54 of 15 Ramadhan 1415 corresponding to February 15, 1995, fixing the attributions of the Minister of Finance;

Having seen Executive Decree No. 96-102 of 22 Chaoual 1416 corresponding to March 11, 1996, implementing Article 32 of Legislative Decree No. 93-10 of May 23, 1993, as amended and supplemented, relating to the stock exchange of securities;

Having seen the Decree of 16 Chaâbane 1416 corresponding to December 28, 1996, approving Regulation COSOB No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities;

Decrees:

Article 1. — The regulation of the Commission for the Organization and Supervision of Stock Exchange Operations No. 04-01 of 20 Joumada El Oula 1425 corresponding to July 8, 2004, amending and complementing Regulation COSOB No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities, is approved, the text of which is annexed to this decree.

Art. 2. — This decree shall be published in the Official Journal of the People's Democratic Republic of Algeria.

Done in Algiers, on 13 Dhou El Hidja 1425 corresponding to January 23, 2005.

Abdellatif BENACHENHOU.

ANNEX

Regulation No. 04-01 of 20 Joumada El Oula 1425 corresponding to July 8, 2004, amending and complementing Regulation COSOB No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities.

The President of the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB);

Having seen Ordinance No. 75-59 of September 26, 1975, as amended and supplemented, establishing the Commercial Code;

Having seen Legislative Decree No. 93-10 of May 23, 1993, as amended and supplemented, relating to the stock exchange of securities;

Having seen the Presidential Decree of 7 Ramadhan 1424 corresponding to November 2, 2003, appointing the President of the Commission for the Organization and Supervision of Stock Exchange Operations;

Having seen Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities;

After adoption by the Commission for the Organization and Supervision of Stock Exchange Operations on 20 Joumada El Oula 1425 corresponding to July 8, 2004;

Enacts the regulation whose content follows:

Article 1. — This regulation aims to amend and supplement Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, regarding the information to be published by companies and organizations making a public offer for savings during the issuance of securities.

Art. 2 — The last paragraph of Article 3 of Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, cited above, is supplemented and drafted as follows:

Art. 3. —.........................................................................

"It shall be dated and signed by the legal representative of the issuer as well as by the auditor(s)."

« Art. 3 — Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, cited above, is supplemented by an Article 5 bis drafted as follows:

« Art. 5 bis. — Upon request of the issuer, the Commission may authorize the use of the draft information notice and place its visa on it under the following conditions:

The draft information notice may only be used by banks, financial establishments, or stock exchange operation intermediaries participating in the placement of the securities described in the draft;
The draft information notice is used solely to collect subscription intentions;
The financial intermediary using the draft information notice shall make a copy available to any person requesting it and maintain a register of the names and addresses of persons to whom it is handed over;
The draft information notice shall contain on the first page a mention indicating the provisional nature of the notice as well as the following warning:

"A copy of this draft information notice has been deposited with the Commission. The information it contains is subject to completion or modification. The securities it describes cannot be the subject of any placement or commitment before the Commission has placed its visa on the information notice in its final form";

The use of the draft information notice is made without publicity.

Any financial intermediary having used the draft information notice must send to any solicited person registered in the registry mentioned in point 3 above a copy of the information notice visaed by the Commission».

Art. 4. — The second paragraph of Article 14 of Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, cited above, is modified and supplemented as follows:

«Art. 14. — .....................................................................

The simplified information notice must contain the information describing the proposed operation, the date and signature of the legal representative of the issuer as well as that of the auditor(s).»

Art. 5 — This regulation shall be published in the Official Journal of the People's Democratic Republic of Algeria.

Done in Algiers on 20 Joumada El Oula 1425 corresponding to July 8, 2004.

Ali SADMI.