West African Monetary Union

CREPMF

Regional Council for Public Savings and Financial Markets

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CIRCULAR NO. 02-2010

ON THE CONTENT OF INFORMATION STATEMENTS FOR FINANCIAL OPERATIONS ON THE UMOA FINANCIAL MARKET

The Secretary General of the Regional Council for Public Savings and Financial Markets (CREPMF) informs Management and Intermediation Companies (SGI) and issuers that, in the context of financial operations conducted through public calls for savings on the UMOA financial market, the Information Statement must contain the information stipulated in Article 6 of Instruction No. 36/2009, namely:

• general information regarding the issuer;
• characteristics of the operation;
• accounting information.

Information Statements prepared in the context of a private placement shall, for their part, contain the information stipulated in Article 6 of Instruction No. 30/2001.

For the sake of harmonization, Information Statements prepared in the context of financial operations on the UMOA financial market must contain, without limitation, the main sections listed below:

• introductory pages;
• general presentation of the issuer;
• issuer's activities;
• presentation of the operation;
• issuer's financial position;
• recent developments and outlook;
• risk factors and exceptional events;
• disputes and legal proceedings.

The above sections are detailed in the annexes attached to this circular.

Done in Abidjan, February 15, 2010
The Secretary General
Ségh 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

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ANNEXES

ANNEX 1 : CONTENT OF THE INFORMATION STATEMENT

Introductory Pages

1. Cover page
2. Table of contents
3. Abbreviations and definitions
4. Conditions for distribution and availability of the document
5. CREPMF disclaimer
6. Attestations and information policy
7. Security mechanisms

II. General Presentation of the Issuer

1. General information regarding the issuer
2. Information on the issuer's capital
3. Corporate governance
4. Issuer's securities market
5. Issuer's rating (where applicable)
6. Employee interest and participation

III. Issuer's Activities

1. History
2. Key indicators
3. Issuer's subsidiaries and participations (where applicable)
4. Group affiliation (where applicable)
5. Development strategy

IV. Presentation of the Operation

1. Operational framework
2. Objectives of the operation
3. Main characteristics of the operation
4. Supplementary information for bonds convertible into shares
5. Supplementary information for public exchange offers, buyouts, and merger-absorption operations
6. Guarantees offered or Ratings
7. Securities listing
8. Communication strategy
9. Placement syndicate and/or other intermediaries
10. Order processing procedures
11. Share subscription or acquisition procedures
12. Settlement and delivery procedures for securities
13. Bondholders' pool
14. Taxation
15. Financial services
16. Liquidity and/or market-making contract

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V. Issuer's Financial Position

1. Presentation of certified accounts for group-leading companies
2. Presentation of certified accounts for non-group-leading companies

VI. Recent Developments and Outlook

1. Recent developments of the company and group
2. Strategic directions and forecasts

VII. Risk Factors and Exceptional Events

1. Risk factors
2. Exceptional events

VIII. Disputes and Legal Proceedings

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ANNEX 2 : DETAILED CONTENT OF THE VARIOUS SECTIONS

INTRODUCTORY PAGES

1. Cover Page

• the title "INFORMATION STATEMENT";
• the full legal name of the issuer as stated in its bylaws;
• the issuer's acronym and/or logo;
• the nature and full designation of the operation;
• the main characteristics of the operation (number of securities, par value, total amount of the operation, interest rate, offer price, taxation, bond maturity, subscription or acquisition period, etc.);
• the list of placement syndicate members with mention of the lead manager or, where applicable, the SGI responsible for the placement;
• information regarding any restrictions on subscriptions or acquisitions;
• the name of the guarantor(s) and/or the rating assigned by a rating agency;
• the indication of the CREPMF validation following the statement: "the original of this information statement was validated by the CREPMF on ... (date) under No. ......".

The cover page must not contain any other information.

2. Table of Contents
The table of contents must indicate the pages corresponding to the main chapters.

3. Abbreviations and Definitions
Abbreviations must be presented in alphabetical order. Terms that have been abbreviated must be written out in full upon their first appearance in the Information Statement, followed by the said abbreviations in parentheses.

Definitions relating to certain technical terms specific to the issuer's business must be mentioned, especially if they provide better information to the public.

4. Conditions for Distribution and Availability of the Document
The Information Statement for public offering operations must be available free of charge to subscribers at the issuer's registered office, with Management and Intermediation Companies (SGI), as well as on their websites and the CREPMF website at www.crepmf.org.

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5. CREPMF Disclaimer
Insert the following disclaimer on a single page, in italic and bold type:

DISCLAIMER
« The granting by the Regional Council of a validation does not imply approval of the operation's suitability, nor authentication of the accounting and financial elements presented, nor guarantee or certification of the disseminated information. The Information Statement subject to validation is prepared solely under the responsibility of the issuer, and the validation is only granted after verification that this Information Statement is complete and understandable, and that the information it contains is relevant and coherent in the context of the operation proposed to subscribers ».

If the operation involves bond issuance, this disclaimer must be completed as follows:
« The Regional Council's validation does not constitute a guarantee against the risk of non-repayment of the due dates of the securities whose issuance is thus authorized ».

6. Attestations and Information Policy
This section will indicate the contact details and attestations of the persons (natural or legal) who carry out the operation and assume responsibility for the Information Statement, including:

• the Chairman of the Board of Directors, the Managing Director or the General Manager of the issuer;
• the head of information and financial communication (full name, position, address, telephone numbers, fax number, and email address...).

The signature of the person(s) assuming responsibility for the Information Statement must be preceded by the following formula: « To the best of our knowledge, the data in this Information Statement are true and accurate; they include all information necessary for investors to form a judgment regarding the issuer's assets, business, financial position, results, risks and prospects, as well as the rights attached to the offered securities; they do not omit any information that could affect their meaning ».

This section will also include the attestations of the Statutory Auditors and Legal Counsel, where applicable.

1 Attestations of Statutory Auditors
This section must include the contact details, attestations, and signatures of the various Statutory Auditors, specifying:

• the full name(s) of the Statutory Auditor(s);
• the legal name or firm name of the organization to which the auditors belong, where applicable;
• the postal and electronic addresses, telephone numbers, and fax numbers of the Statutory Auditors;
• the expiration date of the current term of office of the Statutory Auditors.

The attestation from the Statutory Auditors must be drafted as follows:
"In our capacity as Statutory Auditors of [Name of the Issuer], we have carried out the verification of the accounting and financial information contained in this Information Statement by performing the necessary due diligence in accordance with professional standards and applicable legal and regulatory provisions.

Our due diligence has essentially consisted of ensuring the consistency of said information with the audited consolidated financial statements. The opinion reports for the closed fiscal years on DD/MM/YYYY, DD/MM/YYYY, DD/MM/YYYY are fully reproduced in this Information Statement.

Regarding the forecast data presented in this Information Statement under chapter [Chapter No.], covering the period from January 1, YYYY to December 31, YYYY, they have been prepared under the responsibility of the General Management.

We recall that these data inherently possess a degree of uncertainty, and actual results may sometimes differ significantly from the forecast information presented in the context of this operation. Our due diligence on the accounting and financial forecast data consisted of assessing whether the assumptions selected and described in the Information Statement constitute an acceptable basis for establishing these data, and verifying the correct numerical translation of these assumptions.

Based on this due diligence, we have no further observations to make regarding the consistency of the accounting and financial information provided in this Information Statement".

If the Statutory Auditors have not examined the consolidated accounts and expressed an opinion on them, explicit mention must be made. Likewise, reservations formulated by the Statutory Auditors must be clearly indicated in the Information Statement.

2 Attestation of Legal Counsel
The attestation from, where applicable, an independent Legal Counsel must be drafted as follows:
"This opinion aims to rule on the compliance and legality of the [to be specified] operation."

We have, in this regard, examined all documents, laws, and regulatory texts that we deemed useful, including …………………………………………
The General Assembly [the one deciding on the operation] acted in compliance with laws and regulations, and the operation, subject of this information statement, conforms to the resolutions duly adopted therein.
Furthermore, we have conducted an analysis of legal risks inherent to the issuer's business by examining in particular the contracts and commitments that we estimated to have a significant impact on the issuer's future.
This analysis resulted in a report submitted to the issuer, its Legal Counsel (if any), and the CREPMF. The aforementioned report primarily concluded with the identification of the following risks: [provide a brief description of legal risks].
This attestation is optional but may be required by the Regional Council.

7. Security Mechanisms
This section describes the security mechanism put in place for bond issuances.
It must specify the different types of accounts provided (Escrow Account, Cash Pledge Account, etc.), the domiciliary banks, as well as their operational procedures.

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II. GENERAL PRESENTATION OF THE ISSUER

This section aims to specify
1. General Information Regarding the Issuer

• the corporate name;

• the registered office and principal administrative office, if different from the registered office;

• telephone and fax numbers;

• electronic address, website, where applicable;

• legal form and nationality;

• date of incorporation and duration;

• specific bylaw clauses;

• commercial register number;

• tax identification number and tax regime;

• corporate purpose with reference to the bylaw article where it is described;

• current share capital;

• locations where legal documents regarding the issuer (including bylaws, minutes of General Assemblies) and Statutory Auditors' reports can be consulted;

• the person responsible for information and financial communication.

Note:
Issuers operating in regulated sectors (pharmaceutical industry, telecommunications, banking, insurance, etc.) are required to present in a summarized form the main legislative texts governing their activities.

2. Information on the Issuer's Capital

• share capital amount, number and categories of securities representing the capital, par value, capital distribution;
• characteristics of different share categories: ordinary shares and preferred shares, capital shares and income shares;
• authorized capital amount, paid-up capital amount, the subscribed but unpaid portion of capital, date of the last capital increase, where applicable;
• existence, where applicable, of convertible or exchangeable bonds as well as exercise periods and conversion/exchange bases;
• evolution of the issuer's capital over the past five years or since inception if less than 5 years old, nature of operations carried out, number of shares issued per operation, unit price;
• list of shareholders specifying for each the amount, number of securities and voting rights held, as well as their respective share in capital and voting rights. Shareholders holding less than 3% of securities and voting rights may be grouped under an "other shareholders" heading;
• For corporate shareholders holding more than 10% of the issuer's capital, provide a detailed description of their legal status, capital amount and shareholding distribution, nationality, registered office location, business activity, key figures for the past three years (equity, total balance sheet, revenue, net profit, etc.);
• Curriculum Vitae (CV) of individual shareholders holding more than 10% of the issuer's capital;
• percentage of capital held by Board of Directors members as well as the status of loans granted to Executives, Administrators and Important Shareholders, where applicable.

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3. Corporate Governance

1. Administrative Bodies
The composition of the administrative body specifying, for each member:

• full name or corporate name; for a representative of a corporate administrator, indicate the position held in the represented company and any link between that company and the issuer;
• date of appointment as administrator and expiration date of their term;
• title, if a natural person, and their link with the issuer;
• position in the company (Honorary Presidents or Vice-Presidents are only listed if they remain Board members);
• main activity exercised outside the company;
• directorships in other companies;
• mention of founder status, if the company is less than five years old, where applicable;
• position in the represented company, if it is a permanent representative of a corporate entity.

2. General Management
The executive team specifying, for each member:

• full names of key executives, their date of assumption of office, and a brief description of their experience;
• important salaried responsibilities in other companies, where applicable;
• organizational chart specifying the position of the Internal Controller, where applicable.

3. Ongoing Special Agreements
This section specifies:

• the nature, scope, and terms of important special agreements signed by the issuer with any person;
• agreements concluded between the issuer and members of administrative or executive bodies, providing full information on the nature and importance of transactions that do not have the character of ordinary operations concluded under normal conditions, even if they have not yet been subject to a special report by the Statutory Auditors.

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4. Issuer's Securities Market
This section indicates

• the nature of securities already issued on the money or financial market, specifying whether these securities are listed or not, the listing venue, and price history for the last six months;
• for each issued security, the issuance amount, number of securities issued, par value, interest rate of the issuance, repayment annuities, as well as the outstanding amount at the end of the last fiscal year.

5. Issuer's Rating (where applicable)

• the rating agency, its approval date by the Regional Council, as well as other markets where its rating is accepted;
• the rating obtained by the issuer and/or issuance, its meaning within the agency's scale as well as in comparison with other recognized agencies, accompanied by the agency's comments.

6. Employee Interest and Participation

1. Profit-sharing and participation contracts

• the date, nature, and main terms of these contracts;
• amounts allocated to personnel for this purpose over the past three years.

2. Options
Where applicable, specify options granted to personnel regarding the company's shares.

3. Other Benefits
Indicate any other benefits conferred to personnel members.

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III. Issuer's Activities

Note:
The issuer must provide a presentation adapted to the nature of its activities, structure, or specific situation. The most important details, likely to better capture the issuer's business, must be addressed in this section.

1. History
Indicate the main events that have marked the issuer's life. These may include in particular:

• a significant change in shareholding;
• the development of new activities or strengthening of existing activities;
• a significant change in management or strategic direction;
• any restructuring operation (merger, acquisition, consolidation, etc.).

The examples above are given for illustrative purposes and are not exhaustive.

2. Key Indicators

Without limitation, the Information Statement must present the following sections:

• Business Sector
  Describe the main characteristics of the issuer's business sector, specifying in particular, the sector's importance in the national and/or sub-regional economy, major national or international events affecting the sector's evolution over the past three years, and the legal and regulatory environment mentioning main recorded developments.
  Indicate, where applicable, the regulatory and/or supervisory authorities to which the issuer is subject.

• Personnel
  Present the evolution of the company's workforce over the past five years, indicating distribution by major activity branches and functions. Indicate key lines of human resources management policy, the issuer's social policy, etc.

• Main Installations
  Provide synthetic indications on the number and geographical distribution of factories, warehouses, various installations, land, or other operating facilities, as applicable, with the most prominent features of their evolution over the past five years.
  Finally, specify whether the company owns or does not own the installations. In the latter case, indicate the nature of rights held over said installations (simple lease, construction lease, emphyteutic lease, financial leasing, etc.).

• Investments
  Provide indications on major investments made over the past five years, including share participations as well as details of programs related to planned investments.

• Supplies
  Indicate the origin of supplies and, where applicable, recent significant changes in their structure. Specify major suppliers and their share in the issuer's total supplies.

• Research Activities
  Provide indications on the policy followed by the company in the field of research, where applicable, specifying the amount of study and research work, the percentage of this amount relative to revenue excluding taxes, and the workforce allocated to these activities.

• Company Activities and Productions
  Present in detail the main products, services, and brands used, seasonality of activities, where applicable.
  Whenever possible, provide concrete data on production volume over the past five years, indicating market shares of the company, its positioning relative to competitors, etc.

• Revenue for the Last Five Fiscal Years
  Provide a table by business branches and operation categories with percentage variation as well as the amount and percentage of export revenue, where applicable.

• Outlets and Market Position
  Indicate the issuer's main outlets as well as its market share.

3. Issuer's Subsidiaries and Participations (where applicable)
This point consists of presenting the issuer's subsidiaries and participations, specifying the issuer's holding percentage.
After presenting a table of the issuer's subsidiaries and participations, it is important to indicate the name and registered office of subsidiaries, business domain, share capital amount, number of shares and voting rights held, fraction of capital in voting rights, revenue of subsidiaries, net profit as well as the amount of dividends received for the last fiscal year.

4. Group Affiliation (where applicable)
Note:
For the understanding of the provisions of this chapter and subsequent chapters, Article 173 et seq. of the OHADA Uniform Act on Commercial Company Law and the GIE are applied.

This section aims to briefly describe the group and the issuer's place within it, specifying in particular, the number of shares and holding percentage as well as group companies listed on stock exchanges. A presentation in the form of an organizational chart is recommended.
This description will be accompanied by a presentation of the group's structural evolution over the past five years.
Furthermore,