Regulatory Alerts2023-08-24
Circular No. 003-2004 on the Information Note for Public Offerings by Corporate Entities
The Regional Council for Public Savings and Financial Markets mandates that all corporate entities conducting public offerings in the West African Monetary Union (UMOA) must obtain prior regulatory approval and distribute a comprehensive information note detailing the issuer's assets, operations, financial position, prospects, transaction characteristics, and related rights. Failure to secure this approval or distribute the required note constitutes a regulatory violation subject to sanctions, while issuers and their advisors are strictly obligated to ensure the note's effective distribution across all UMOA member states through authorized legal newspapers and public inspection at key financial institution offices. This circular enforces compliance with Article 90 of the Uniform Act on Commercial Companies and GIEs and Article 9 of Instruction No. 1/97 to guarantee market transparency and investor protection.
WEST AFRICAN MONETARY UNION
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS CIRCULAR NO. 003-2004 ON THE INFORMATION NOTE TO BE DISTRIBUTED BY CORPORATE ENTITIES MAKING A PUBLIC OFFERING
The Regional Council for Public Savings and Financial Markets reminds regional financial market participants that any entity planning to make a public offering is required to prepare an information note subject to the prior regulatory approval of the Regional Council before its distribution to the public.
The information note must contain all information enabling the public to form an informed judgment regarding the issuer's assets, operations, financial position, prospects, as well as the characteristics and purpose of the transaction and the related rights.
Any public offering transaction, regardless of its form, carried out without prior approval from the Regional Council or without an information note constitutes a violation of financial market regulations and is consequently subject to sanctions in accordance with applicable laws. The Regional Council urges all relevant stakeholders to strictly comply with the governing regulations.
The Regional Council draws the attention of issuers and their advisors to their obligation, under Article 90 of the Uniform Act on Commercial Companies and GIEs (on one hand) and Article 9 of Instruction No. 1/97 on Public Offerings within the UMOA (on the other), to effectively distribute the information note approved by the Regional Council across the entire UMOA territory in the following forms: • Distribution in newspapers authorized to publish legal notices; • Making available to the public, particularly at the offices of the Regional Council, the issuer, BRVM, DC/BR, and the SGI responsible for the transaction, for consultation by any requesting person.
This circular shall be published wherever necessary.
Issued in Abidjan, January 14, 2004 The Secretary General Edoh Kossi AMENOUNVE
AVENUE JOSEPH ANOMA 01 B.P. 1878 ABIDJAN 01 TEL. (225) 20 21 57 42/68/83 – FAX (225) 20 33 23 04 E-mail: sg@crepmf.org