Circular No. 005-2010 on the Procedure for Issuing Visas to Financial Operations via Public Offering and Registering Bond Loans through Private Placement

West African Monetary Union crepmf Regional Council for Public Savings and Financial Markets

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CIRCULAR NO. 005-2010

ON THE PROCEDURE FOR ISSUING VISAS TO FINANCIAL OPERATIONS VIA PUBLIC OFFERING AND REGISTERING BOND LOANS THROUGH PRIVATE PLACEMENT

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The Secretary General of the Regional Council for Public Savings and Financial Markets (CREPMF) recalls that, in accordance with applicable regulatory provisions, any securities transaction carried out via public offering or private placement on the UMOA financial market must be authorized by the CREPMF through the granting of a visa or registration.

The review of applications for visas or registrations of financial operations proceeds according to the following four steps:

• submission of the application file and the operation's information note;
• regulatory compliance analysis and referencing of the file;
• processing (instruction) of the file;
• decision by the CREPMF.

1. SUBMISSION OF THE APPLICATION FILE At least twelve (12) weeks before the scheduled date for carrying out the operation, the Management and Intermediation Company (SGI) responsible for the financial transaction must submit to the CREPMF a draft information note on paper as well as an electronic version.

This information note is accompanied by all documents and information required by applicable regulations, notably CREPMF Instructions No. 30/2001 and 36/2009. No file will be accepted if it is not complete and compliant with current regulations. Any incomplete file will be rejected.

2. REGULATORY COMPLIANCE ANALYSIS AND FILE REFERENCING Upon receipt of the visa or registration application file, the CREPMF conducts its regulatory compliance analysis. This step essentially ensures the completeness of required documents and information with respect to Instructions No. 30/2001 and 36/2009, as well as CREPMF Circular No. 02-2010.

Avenue Joseph ANOMA 01 B.P.: 1878 Abidjan 01/Côte d’Ivoire TEL: (225) 20 21 57 42 / 20 21 51 79 Fax: 20 22 16 57 sg@crepmf.org www.crepmf.org 1/3

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When the file contains all required documents, the CREPMF sends to the responsible SGI, within five (05) business days following receipt of the file, a submission notice that includes the reference number assigned to said file.

This referencing marks the acceptance of the file by the Regional Council. The reference number must appear on all subsequent correspondence sent by the SGI to the CREPMF.

When the regulatory compliance analysis reveals that the file contains deficiencies, the CREPMF sends correspondence to the responsible SGI within the aforementioned timeframes. This correspondence specifies the missing documents and information or those that do not meet current regulatory requirements.

In such cases, no reference number is assigned to this file, which is otherwise rejected.

The responsible SGI has a maximum period of 30 days to submit the missing pieces and documents to the CREPMF. Once this period expires, the file is closed.

3. PROCESSING (INSTRUCTION) OF THE FILE Admissible files proceed to the processing stage in preparation for a CREPMF decision. This stage involves conducting an in-depth analysis of the file, culminating in a decision by the CREPMF.

The processing period for a financial operation file by the CREPMF is two (2) months.

During processing, the CREPMF may request additional information and indicate, where applicable, statements to be modified or supplementary information to be inserted into the draft information note. In such cases, the processing period is suspended and resumes only upon receipt by the CREPMF of the requested supplementary information.

The CREPMF notifies this suspension to the responsible SGI, which has a maximum period of three (3) months to comply with CREPMF requirements.

Any file whose processing has commenced will be definitively closed without prior notice if the requested supplementary documents or information are not received by the CREPMF within three (3) months.

Upon receipt of all requested documents or information, the CREPMF acknowledges receipt. This acknowledgment states the new expiration date of the processing period for the file.

When the file is deemed compliant with applicable regulations and satisfactory, it is presented at the next session of the CREPMF decision-making bodies.

Avenue Joseph ANOMA 01 B.P.: 1878 Abidjan 01/Côte d’Ivoire TEL: (225) 20 21 57 42 / 20 21 51 79 Fax: 20 22 16 57 sg@crepmf.org www.crepmf.org 2/3

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4. DECISION OF THE REGIONAL COUNCIL

The submission of a visa or registration application file that has undergone processing and been presented to the CREPMF decision-making bodies leads to one of the following decisions:

• either a favorable opinion, in which case, the CREPMF affixes its visa or registration number to the information note. A notification letter enclosing the decision is sent to the responsible SGI. Any operation that has received a decision notification must update its information note if not done within three months. It becomes void three (3) months later if its execution has not commenced;

• either a favorable opinion subject to the production of certain documents. In this case, the visa or registration decision is notified to the responsible SGI only after receipt by the CREPMF of the requested documents. The transmission of these documents by the responsible SGI must occur within a maximum period of three (3) months following the date of operation approval, failing which the decision becomes void;

• either an adjournment due to information deficiencies. The adjournment decision is notified to the responsible SGI. The SGI must provide, within six (6) months, the requested supplementary information and, where applicable, the updated information note, to facilitate further processing and a subsequent presentation of the file to the CREPMF decision-making bodies. Once this period expires, the file is closed with the CREPMF;

• either a rejection or refusal of visa or registration. The CREPMF sends the responsible SGI a letter stating the reasons for the refusal of visa or registration.

Regarding rejection cases, it should be noted that a file rejected two (2) consecutive times cannot be presented a third time to the CREPMF decision-making bodies within a one-year period.

This procedure enters into force as of its signature date.

Done in Abidjan, on October 1, 2010

The Secretary General

(Signature)

Edoh Kossi AMENOUNVE

Avenue Joseph ANOMA 01 B.P.: 1878 Abidjan 01/Côte d’Ivoire TEL: (225) 20 21 57 42 / 20 21 51 79 Fax: 20 22 16 57 sg@crepmf.org www.crepmf.org 3/3