Regulatory Alerts2005-11-21
Decree No. 2005-3018 of November 21, 2005
Issued by the President of Tunisia, Decree No. 2005-3018 establishes the eligibility criteria and disclosure requirements for joint-stock companies issuing bonds. It mandates a minimum paid-up capital of one million dinars, two years of operation, and certified financial statements for the last two fiscal years, while exempting small and medium-sized enterprises issuing convertible bonds to venture capital investors. The decree further specifies mandatory certificate contents for subscribers, repeals the 1989 bond loan regulations, and assigns enforcement to the Ministers of Finance and Justice.
Decree No. 2005-3018 of November 21, 2005 Implementing the provisions of Article 329 of the Commercial Companies Code The President of the Republic, Upon proposal of the Minister of Finance, Having regard to Law No. 94-117 of November 14, 1994, reorganizing the financial market, as amended by Law No. 99-92 of August 17, 1999 on revitalizing the financial market, Having regard to Law No. 2000-35 of March 21, 2000 on the dematerialization of securities, Having regard to the Commercial Companies Code promulgated by Law No. 2000-93 of November 3, 2000, as amended and supplemented by subsequent texts, particularly Law No. 2005-65 of July 27, 2005 and notably its Article 329, Having regard to Decree No. 75-316 of May 30, 1975, defining the powers of the Ministry of Finance, Having regard to the opinion of the Minister of Justice and Human Rights, Having regard to the opinion of the Administrative Court, Decrees: Article 1: Bonds shall be issued by joint-stock companies with a minimum paid-up capital of one million dinars, two years of existence, and having prepared certified financial statements for the last two fiscal years. These companies must, when making a public offering to issue bonds, comply with the provisions of Chapter Two of Title One of the aforementioned Law No. 94-117 of November 14, 1994, and the Financial Market Council's regulations regarding public offerings. In the absence of a public offering for bond issuance, the management of issuing companies must notify the Financial Market Council of the issuance amount and the number of subscribers within seven days from the date of closure of subscriptions for said bonds. The conditions cited in the first paragraph of this Article do not apply if the bond-issuing companies fall under the small and medium-sized enterprises category, and the bond subscribers are venture capital investment companies, seed funds, or common investment funds operating in the venture capital sector. Article 2: Subject to the conditions required under prevailing legislation and regulations, the certificates issued to bond subscribers shall include at least the following statements:
- the corporate name and legal form of the issuing company,
- its capital amount,
- its registered office,
- the company's expiration date,
- the issuance amount,
- the nominal value of the bond,
- remuneration conditions and payment deadlines,
- redemption deadlines and the issuing company's bond repurchase conditions,
- where applicable, guarantees linked to the bonds and the time limit(s) for exercising the option granted to bondholders to convert bonds into shares, as well as the basis of this conversion.