Decree of March 14, 2009 defining the information required to support the authorization application for investment capital activities

Decree of 17 Rabie El Aouel 1430 corresponding to March 14, 2009 defining the information to be provided to support the authorization application for exercising the investment capital activity.

The Minister of Finance,

Having regard to Law No. 2006-11 of 28 Joumada El Oula 1427 corresponding to June 24, 2006 on investment capital companies;

Having regard to Presidential Decree No. 2008-366 of 17 Dhou El Kaada 1429 corresponding to November 15, 2008 appointing members of the Government;

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

Having regard to Executive Decree No. 2008-56 of 4 Safar 1429 corresponding to February 11, 2008 on the conditions for exercising the investment capital company activity;

Decrees:

Article 1. - In accordance with the provisions of Article 9 of Executive Decree No. 2008-56 of 4 Safar 1429 corresponding to February 11, 2008 on the conditions for exercising the investment capital company activity, this decree aims to define the information to be provided to support the authorization application for exercising the investment capital activity.

Art. 2. - The founders of investment capital companies and shareholders holding more than 10% of the capital must, to support the authorization application for exercising the investment capital activity provided for in Article 10 of Law No. 2006-11 of 28 Joumada El Oula 1427 corresponding to June 24, 2006, above, complete the questionnaires set out in Annexes 1 and 2 of this decree.

Art. 3. - The authorization application file for exercising the investment capital activity, cited above, and the questionnaires provided for in Article 2 of this decree, must be submitted in four (4) copies to the Minister of Finance.

Art. 4. - The founders and capital contributors holding more than 10% of the capital are required to send to the Minister of Finance, to support the application file, a letter of commitment according to the model set out in Annex 3 of this decree.

Art. 5. - The authorization is granted by decision of the Minister of Finance insofar as the founders and shareholders have met all incorporation conditions, as determined by the legislation and regulations in force, after consultation with the Bank of Algeria and the Commission for Organization and Supervision of Stock Exchange Operations.

Art. 6. - This decree shall be published in the Official Journal of the People's Democratic Republic of Algeria.

Done in Algiers, on 17 Rabie El Aouel 1430 corresponding to March 14, 2009.

Karim DJOUDI.

ANNEXE I

Information to be provided by the founders of investment capital companies and shareholders holding more than 10% of the capital.

1. the identity of the founder and/or shareholder;
2. the amount and percentage of the shareholding and its equivalent in voting rights;
3. the activity of the founder or shareholder. If part of a group, indicate its organizational chart and the percentages of shareholding and voting rights held;
4. the identity of the main executives of the founder and/or shareholder, if it is a legal entity;
5. the list of shareholdings of 10% or more in other companies held by the founder or shareholder;
6. the financial statements of the founder or shareholder and its parent company for the last three years and projected accounting statements;
7. the identity of the designated executives and their detailed curricula vitae;
8. a criminal record extract (extract No. 3) of the designated executives. For executives of foreign nationality, the criminal record extract (extract No. 3) is replaced by a document issued by the authorities of their country of origin certifying that they are not, under the regulations of their country, subject to a prohibition on managing a company;
9. a sworn statement attesting that the founders and executives of the investment capital company have not been subject to any of the convictions provided for in Article 11 of Law No. 2006-11 of June 24, 2006 on investment capital companies;
10. the identity of the proposed auditor(s).

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ANNEXE II

Project Description (to be completed by the project founders)

1. Proposed name, corporate name, or business name and registered office address.
2. Legal form and draft statutes.
3. Amount of capital to be established and distribution of shares and voting rights.
4. Description of the proposed activity and elements of the strategy to be adopted: a) nature and volume of the proposed activity:

• different types of equity and quasi-equity interventions mainly in the form of:

• venture capital;
• development capital;
• succession capital;
• buyout of shareholdings and/or partnership interests held by another venture investor;
• other forms to be specified;

• other ancillary operations on behalf of the company; b) the target clientele the company intends to approach; c) nature of the resources used; respective share of equity, quasi-equity, and shareholder contributions; d) projected evolution of the workforce to be employed over the next three years and the corresponding payroll, broken down by employee category; e) planned organization and resources, particularly in terms of:

• accounting and IT equipment;
• control (internal, risk, market...); f) projected balance sheets and income statements for the next three fiscal years.

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ANNEXE III

Model letter of commitment addressed to the Minister of Finance by the founders

Mr. Minister,

I have the honor to forward herewith the information requested regarding the shareholding that (name of contributor) intends to acquire in the capital of (name of the investment capital company).

I certify that this information is sincere and accurate and that, to my knowledge, there are no other important facts that the Minister of Finance must be informed of.

I undertake to immediately inform the Ministry of Finance of any change that would significantly modify the information provided.