COSOB Regulation No. 96-02 of June 22, 1996, on Information to be Published by Companies and Bodies Making a Public Offering of Securities

Decree of 16 Chaâbane 1416 corresponding to December 28, 1996, approving the regulation of the Commission for the Organization and Supervision of Stock Exchange Operations No. 96-02 of June 22, 1996, relating to the information to be published by companies and bodies making a public offering of securities.

The Minister of Finance,

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

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

Having regard to Presidential Decree No. 96-01 of 14 Chaâbane 1416 corresponding to January 5, 1996, as amended, appointing the members of the Government;

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

Having regard to Executive Decree No. 95-438 of Aouel Chaâbane 1415 corresponding to December 23, 1995, implementing the provisions of the Commercial Code relating to joint-stock companies and groups;

Having regard to 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, relating to the stock exchange.

Decrees:

Article 1. — The regulation of the Commission for the Organization and Supervision of Stock Exchange Operations relating to the information to be published by companies and bodies making a public offering of securities, the text of which is attached to this decree, is hereby approved.

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

Done in Algiers, on 16 Chaâbane 1416 corresponding to December 28, 1996.

Abdelkrim HARCHAOUI.

ANNEX

COSOB Regulation No. 96-02 of 6 Safar 1417 corresponding to June 22, 1996, relating to the information to be published by companies and bodies making a public offering of securities.

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

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

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

Having regard to Executive Decree No. 94-175 of 3 Moharram 1415 corresponding to June 13, 1994, implementing Articles 21, 22, and 29 of Legislative Decree No. 93-10 of May 23, 1993, relating to the stock exchange;

Having regard to Executive Decree No. 95-438 of Aouel Chaâbane 1416 corresponding to December 23, 1995, implementing the provisions of the Commercial Code relating to joint-stock companies and groups;

Having regard to the Executive Decree of 20 Joumada Ethania corresponding to November 2, 1996, appointing the President of the Commission for the Organization and Supervision of Stock Exchange Operations;

Having regard to the Decree of 4 Chaâbane 1416 corresponding to December 27, 1995, appointing the members of the Commission for the Organization and Supervision of Stock Exchange Operations;

After adoption by the Commission for the Organization and Supervision of Stock Exchange Operations on 6 Safar 1417 corresponding to June 22, 1996, the following regulation is enacted:

Article 1. — This regulation aims to define the conditions and practical modalities related to the public offering of securities in accordance with the provisions of Articles 31, 40 to 43 of Legislative Decree No. 93-10 of May 23, 1993, relating to the stock exchange.

TITLE I PUBLIC OFFERING OF SAVINGS

Art. 2. — The public nature of the call for savings results from:

• the distribution of securities beyond a restricted circle of persons;
• the admission of securities to trading on the stock exchange;
• the use, for the placement of securities, either of banks, financial institutions, or stock exchange intermediaries, or of any form of publicity, or of canvassing.

Distribution is presumed to be made beyond a restricted circle of persons when it concerns more than one hundred (100) persons.

Art. 3. — Any company or public establishment issuing securities by publicly calling for savings is subject to the preparation of a notice intended for public information. This notice must contain the information elements that allow the investor to base their decision.

In addition to the mandatory mentions provided by the Commercial Code, the information notice includes details on:

• the presentation and organization of the issuer;
• its financial situation;
• the evolution of its activity;
• the object and characteristics of the proposed operation.

It is dated and signed by the legal representative of the issuer.

Art. 4. — The issuers referred to in Article 3 above must deposit, for visa with the Commission for the Organization and Supervision of Stock Exchange Operations (COSOB), hereinafter referred to as the Commission, a draft information notice at least two months before the scheduled date of issuance, prior to any subscription operation.

The Commission's visa does not include an assessment of the proposed operation. It only concerns the quality of the information provided and its conformity with current legislation and regulations.

Art. 5. — The Commission may, if investor protection requires it, attach certain conditions to the granting of its visa in order to have the presented information specified, modified, completed, or updated.

Art. 6. — The Commission may refuse its visa for the following reasons:

1. if the information notice is not in conformity with the Commission's regulations and instructions;
2. if the information notice is not accompanied by the documents required by the Commission's regulations;
3. if the notice is incomplete or inaccurate on certain points or omits to mention facts that should be indicated therein;
4. if the modification requests notified by the Commission are not satisfied;
5. if investor protection requires it.

In all cases, the Commission notifies the issuer in due time and may rule again based on new data provided by the issuer.

Art. 7. — The issuer shall publish and distribute, in addition to the information notice, a prospectus. The prospectus summarizes the statements contained in the information notice by providing the most important and significant information concerning the issuer and the proposed operation.

It must refer to the visa number of the information notice.

The prospectus is dated and signed by the legal representative of the issuer.

Art. 8. — Local authorities shall prepare a prospectus describing the proposed operation in the event of a bond issuance with a public offering of savings. This prospectus shall be made available to the public at the headquarters of the issuing authority and deposited, for information, with the Commission.

Art. 9. — The deposit of the draft information notice with the Commission shall be accompanied by:

1. a draft prospectus,
2. a copy of the issuer's statutes or internal regulations;
3. the minutes of the competent body that decided or authorized the issuance;
4. the financial statements required by an instruction of the Commission.

The Commission may require the issuer to produce any document proving the reality of the guarantees conferred on the issued securities.

Art. 10. — In the event of significant changes compared to the information presented in the information notice, a modification of the information notice and the prospectus must be prepared.

The modification must be deposited without delay with the Commission for visa within a period not exceeding ten (10) working days from the date of receipt.

In the event of refusal of visa on the modification, the placement is suspended.

It may only resume with the authorization of the Commission.

Art. 11. — The information notice and the prospectus shall be made available to the public at the issuer's registered office and with the financial intermediaries responsible for placement.

The information notice shall be provided to subscribers upon request.

The prospectus shall be provided to any subscriber and transmitted to any person whose subscription is solicited.

Art. 12. — Financial intermediaries responsible for collecting subscriptions must ensure that the information notice has been visaed by the Commission and that both the notice and the prospectus are made available to the public under the conditions provided for in Article 11 above.

Art. 13. — The issuer must publish in at least one newspaper with national circulation a press release informing the public of the proposed operation with reference to the visa number of the information notice.

Art. 14. — In the case where the issuer has already prepared an information notice during a period of less than twelve (12) months and if no new element has significantly modified its financial situation, it must prepare, in the event of a new issuance, an information notice referred to as the "simplified information notice."

The simplified information notice must contain information describing the proposed operation.

It is examined by the Commission under the same conditions as the modification of the information notice referred to in Article 10 above.

Art. 15. — In the framework of public information, any statement of facts must be complete, truthful, and clear.

The Commission collects any additional information or details it deems necessary and may request their publication according to modalities it specifies.

Art. 16. — The financial statements accompanying the information notice must provide precise indications on the financial and accounting situation of the company, particularly regarding its financial structure, profitability, and financing needs.

The financial statements are finalized and certified in accordance with current legislation.

However, the issuer may present provisional financial situations previously submitted to the opinion of the statutory auditor.

TITLE II FINAL PROVISIONS

Art. 17. — An instruction of the Commission will specify the form and content of the information documents that issuers must publish.

Art. 18. — Any information or advertising document provided to subscribers must be deposited, without delay, with the Commission.

Art. 19. — Without prejudice to the sanctions provided for by current legislation, the Commission may order the suspension of placement in the following cases:

1. if it considers that the interest of investors so dictates;
2. if the issuer has not respected the regulations and instructions of the Commission.

The placement may only resume with the authorization of the Commission. The suspension and the resumption of placement shall be brought to the knowledge of the public by a press release from the Commission.

Art. 20. — This regulation shall be published in the Official Journal of the People's Democratic Republic of Algeria.

Done in Algiers, on 6 Safar 1417 corresponding to June 22, 1996.

Mourad CHIKHI.