CIRCULAR No. 004-2010 on Presentation Formats for Information Disseminated by Issuers and Investors on the UMOA Regional Financial Market

West African Monetary Union

crepmf
Regional Council for Public Savings and Financial Markets

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CIRCULAR No. 004-2010
RELATING TO THE PRESENTATION FORMATS FOR INFORMATION DISSEMINATED BY ISSUERS AND INVESTORS ON THE UMOA REGIONAL FINANCIAL MARKET

The General Secretariat of the Regional Council for Public Savings and Financial Markets (CREPMF) informs issuers and investors on the UMOA financial market that the dissemination of information must be carried out using the presentation formats below, corresponding to the following three categories of information:

• periodic information,
• significant and event-related information,
• information relating to the crossing of thresholds.

The various models are presented in the annexes to this circular.

I. Presentation of periodic information

The formats for periodic information concern quarterly, semi-annual, and annual information.

The table below gives the list of this information.

Table 1: Types of periodic information

Quarterly information
Quarterly activity table (Annex 1.1)
Semi-annual information
Semi-annual activity table and report (Annex 1.2)
Annual information
Annual activity table (Annex 1.3)
Annual activity report (Annex 1.4)
Other periodic information
Semi-annual balance sheet of the liquidity contract (Annex 1.5)

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II. Presentation of significant and event-related information

The list of significant and event-related information is presented, for indicative purposes, as follows:

Table 2: Type of significant and event-related information

Merger, absorption by merger or reorganization (Annex 2.1)
Tax reassessment (Annex 2.2)
Conclusion or loss of a significant contract (Annex 2.3)
Significant judicial proceedings (Annex 2.4)
Transactions on own shares (Annex 2.5)
Operations carried out on the company's securities by directors, persons assimilated to directors, and those related to them (Annex 2.6)
Etc.

In application of the provisions of Instruction II-C on the disclosure of information issued by the Regional Securities Exchange (BRVM), the dissemination of significant information for the first time must always be carried out via a press release.

The press release must be transmitted by the fastest means and by the one that ensures the widest possible dissemination. It must be disseminated by any means that ensures direct and complete communication to the media that regularly provide financial information, to Management and Intermediation Companies (SGI) and to market authorities.

This information must be simultaneously transmitted electronically to the BRVM and to the Regional Council.

Regarding the specific case of information related to operations carried out on the securities of a listed company by directors, persons assimilated to directors, and those related to them, they are presented in Annex 2.6.

The Regional Council requests, in the context of the prevention and repression of market abuse, persons exercising director responsibilities within a listed company and persons having a close link with them, to declare the operations they carry out on the company's securities.

These declarations must be made to the Regional Council and to the company within a period of five (5) working days following the completion of the operations.

Persons related to "directors" are also required to declare to the Regional Council, within the same timeframe and according to the same procedures, the operations they have carried out on the company's securities.

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During the Annual General Meeting of the company, the management report submitted to shareholders must present a summary statement of the operations carried out by directors and persons related to them during the past fiscal year.

This mechanism aims to improve market transparency and facilitate, in particular, the identification of insider transactions. The obligation to declare obviously does not exempt the persons concerned from the obligation to refrain from any operation they carry out on the company's securities as soon as they have knowledge of privileged information.

The declarative obligation applies, for example, to any subscription of shares in the context of a capital increase as well as to subscriptions by exercising subscription or purchase options for shares (stock options), even if not followed by a sale of the shares obtained. It also applies to the disposal of free shares.

On the other hand, the declarative obligation does not apply:

• when the total amount of operations carried out during the calendar year is less than 5 million FCFA. As soon as the cumulative amount of operations carried out becomes greater than 5 million FCFA, the person concerned is then required to declare all operations carried out and which had not been the subject of a declaration due to the exemption;
• to donations, donations with partition, and successions. However, disposals, acquisitions, subscriptions, or exchanges made with a view to a donation or a donation with partition must be the subject of declarations;
• to operations carried out by a portfolio manager pursuant to a portfolio management mandate on behalf of third parties;
• to operations carried out by corporate entities acting as social representatives within the group to which they belong (for example, a company member of the Board of Directors);
• to operations carried out by corporate entities acting as social representatives when they act on behalf of third parties (for example, operations carried out by a management company member of the Board of Directors).

Securities concerned

The operations to be declared concern all securities, provided that their issuance has been authorized by the Regional Council.

These may be equity securities (shares, preferred shares, etc.) but also securities that can give access to the issuer's capital (convertible or exchangeable bonds, etc.), or debt securities (bonds, warrants, or certificates, etc.).

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Persons concerned

Those required to declare the aforementioned operations are directors, persons assimilated to directors, as well as persons related to them.

o Concerned Directors

These are directors within the meaning of the provisions of the OHADA Uniform Act.

Any other person who, on the one hand, has the power to take management decisions concerning the evolution and strategy of the issuer, and on the other hand, has regular access to privileged information concerning directly or indirectly this issuer, is assimilated to a "director". It is recalled that privileged information is precise information that has not been made public, which concerns, directly or indirectly, one or more issuers of securities, and which, if made public, would be likely to have a significant influence on the price of the securities concerned or the price of securities linked to them.

These persons appear on a list established by the issuer. This list must be communicated to the Regional Council as well as to the persons registered therein and regularly updated.

o Persons closely related

Persons having personal links with the directors as previously defined are also subject to the declarative obligation.

These are:

• the spouse of the "director" not legally separated;
• children over whom the "director" exercises parental authority or who reside with him/her habitually or alternately or whom he/she has effective and permanent custody;
• any other relative or ally residing at the "director"'s home for at least one year at the date of the transaction concerned;
• any corporate entity or other entity, other than the issuer, and:
  • whose direction, administration, or management is ensured by the "director" or by a person closely related to him/her and acting in the interest of one of these persons (for example, an operation carried out in the interest of the director on the issuer's securities by a company of which the director is a director);
    or
  • which is controlled, directly or indirectly, by the "director" or by a person having close links with the "director" (for example, an operation carried out by a company of which the director of the issuer holds more than 50% of the capital);

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or  
- which is constituted for the benefit of the "director" or a person closely related to him/her; or  
- for which the "director" or a person closely related to him/her benefits from at least the majority of economic advantages (for example, an operation carried out by a company of which the director is the main supplier).

The name of these related persons does not appear on the list communicated to the Regional Council; only the identity of the "director" with whom they have close links is mentioned.

Declaration procedures

Each of the persons subject to the declarative obligation must transmit their declaration to the Regional Council within five (5) working days following the completion of the transaction.

It takes the form of the standard model attached in Annex 2.6, and includes in particular the following mentions:

• the corporate name of the issuer of the securities that are the subject of the transaction;
• the identity of the declarant. When the declarant is a "director", they must also indicate the functions they exercise within the concerned issuer. If the declarant is a person closely related to the director, they must reproduce the following mention: "one of the persons related to" and specify the name and functions of the director with whom they have a close personal link;
• the description of the financial instrument that is the subject of the declared transaction;
• the nature of the operation;
• the date, place, and amount of the operation.

The declaration is not subject to examination by the Regional Council before being published. It is established under the exclusive responsibility of the declarant.

The persons concerned may entrust, by a written mandate communicated to the Regional Council, to the establishment where their securities are held, the task of carrying out the required declarations.

III. Presentation of information on threshold crossings

The presentation format for information related to threshold crossings is found in Annex 3.

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The General Secretariat of the Regional Council reminds investors and issuers whose securities they hold that they are responsible for the information and its adequate dissemination.

Consequently, they are invited to comply with the formats adopted.

Done in Abidjan, on April 20, 2010

The General Secretary

Edoh Kossi AMENOUNVE

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Model of quarterly activity table (Annex 1.1)

Logo and letterhead of the company

Place and date

Main indicators

• For companies other than banks and financial institutions

	Quarter N	Quarter N-1	Variation
			%	Value
Turnover
Result from Ordinary Activities
Net result

• For banks and financial institutions

	Quarter N	Quarter N-1	Variation
			%	Value
Net Banking Product
Result before tax
Net result

Management comments

• On the evolution of activity

• On the probable impacts on results

Other information

• Significant variations in certain items of the summary statements

• Any other relevant information

NB: The required quarterly information concerns the first and third quarters. They are not systematically subject to attestation by the Statutory Auditors.

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Model of semi-annual activity table and report (Annex 1.2)

Logo and letterhead of the company

Place and date

Semi-annual activity table

• For companies other than banks and financial institutions

	1st Half N	1st Half N-1	Year N-1	Variation N/N-1
				%	Value
Turnover
Operating Result
Financial Result
Result from Ordinary Activities
Income tax
Net result

• For banks and financial institutions

	1st Half N	1st Half N-1	Year N-1	Variation N/N-1
				%	Value
Net Banking Product
General Expenses
Gross Operating Result
Cost of Risk
Exceptional Result
Result before tax
Net result

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Model of semi-annual activity report

Management comments

• On the evolution of activity

• For companies other than banks and financial institutions
  Comparison over the two halves and compared to the past year of the economic environment, turnover, prices, indication of any particular factor having influenced these elements)

• For banks and financial institutions
  Comparison over the two halves and compared to the past year of the economic environment, net banking product, rates and distributed credits, collected deposits, additional amortization costs resulting from significant investments made, indication of any particular factor having influenced these elements

• On the probable impacts on results

Other information

• Any other relevant information

NB: The attestation by the Statutory Auditors on the sincerity of the semi-annual information disseminated is published at the same time as the semi-annual activity report.

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Series of annual information (Annex 1.3)

The main annual information to be published includes:

• For companies other than banks and financial institutions

1. the General Report of the Statutory Auditors on the individual accounts including the audited financial statements prepared in accordance with the provisions of the OHADA accounting system. The annual financial statements include the balance sheet, income statement, TAFIRE, and the Annex;
2. the General Report of the Statutory Auditors on the consolidated accounts, if applicable;
3. the decision on the allocation of results;
4. a copy of the text of the resolutions of the Ordinary General Meeting approving the accounts.

• For banks and financial institutions

1. the General Report of the Statutory Auditors including the audited financial statements prepared in accordance with the provisions of the Banking Accounting Plan. The annual financial statements include the balance sheet, Off-Balance Sheet, income statement, and the Annex;
2. the General Report of the Statutory Auditors on the consolidated accounts, if applicable;
3. the decision on the allocation of results;
4. a copy of the text of the resolutions of the Ordinary General Meeting approving the accounts.

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Annual activity report (Annex 1.4)

In accordance with Instruction No. 29/2001 relating to end-of-year documents that companies whose securities are listed on the BRVM must transmit to the Regional Council, the annual management report contains the elements allowing an assessment of the evolution of the activity and the financial situation, the prospects, and the forecast accounts of the company.

The annual report will include, in addition to the predefined elements, a part on the ethical principles and good governance practices put in place as well as the functioning of the internal control system.

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Semi-annual balance sheet of the liquidity contract (Annex 1.5)

Logo and letterhead of the company

Place and date of the press release

Under the liquidity contract entrusted to the Management and Intermediation Company [Legal Name], as of [date], the following elements were present:

	As of 30/06/N	As of 31/12/N	Variation
Number of securities
Value in cash

NB: The semi-annual balance sheet of the liquidity or animation contract must be published within 15 days following the end of the semester.

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Model of presentation format for information related to a Merger, Absorption by merger, or reorganization (Annex 2.1)

Logo and letterhead of the company

Place and date

External growth operation for company "A": acquisition of company "B".

• Objectives of the operation: This acquisition falls within the framework of ...........................

• Key indicators after the operation: For example, with this acquisition, company "A" integrates an activity with strong growth, possessing strong technical expertise and an operating profitability of X %.
  With now a turnover of around ........... million FCFA for its fiscal year closed on December 31 N, company "A" strongly accelerates its development.

• Modalities of realization of the operation

• Respect of current legal provisions

Comment on the respect of all current legal formalities as of the date of the operation.

• All other important information.

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Information related to a tax reassessment (Annex 2.2)

Logo and letterhead of the company

Place and date

Tax reassessment of company XXXXXX

• Verification mission:

Proposal: Company XXXXXX was subject to a control by the Tax Administration of ... (City-country) for the period from ...... to .......

• Taxes covered:

Proposal 1: This control is a general verification mission of the accounting.

Proposal 2: This verification covers the following taxes:
o the Industrial and Commercial Profits Tax (BIC); o the Non-Commercial Profits Tax (BNC); o the business tax. o etc.

• Reassessments envisaged by the tax administration:

Indicate the total amounts of basic taxes and penalties retained by the Tax Administration (provisional notification and final notification).

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Information related to the conclusion or loss of a significant contract (Annex 2.3)

Logo and letterhead of the company

Place and date

Signing of a significant contract (Breakdown of negotiations leading to the conclusion of the contract or contract termination)

• Context

Company XXXXXX announces today the signing of a contract (the breakdown of negotiations leading to the conclusion of the contract or the termination of the contract) of .... (specify the object of the contract) with company XXXXXXX.

• Probable impact of the conclusion or loss of the contract on the financial situation of the issuer

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Information related to significant judicial proceedings (Annex 2.4)

Logo and letterhead of the company

Place and date

Judicial proceedings currently pending against company XXXXXX

• Judicial proceedings currently pending: Company XXXXXX is currently the subject of judicial proceedings in the context of ...................

• Position of the General Management or the Board of Directors:

Indicate the position of the company's administrative structures (agreement, disagreement, or contestation) and, if applicable, the legal remedies used.

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Information related to transactions on own shares (Annex 2.5)

Logo and letterhead of the company

Place and date

Name of the declaring company

Declaration of transactions on own shares carried out in the month of: ....

		Number of securities	Weighted average price ()	Amount
Session of	Purchase*
	Sale*
Session of	Purchase
	Sale
Session of	Purchase
	Sale
Session of	Purchase
	Sale
Session of	Purchase
	Sale
Total

• These are operations carried out by a Management and Intermediation Company or intervening independently on behalf of the issuer. Operations carried out within the framework of a liquidity contract in accordance with current regulations are not taken into account.

This is a gross weighted average price.

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Information related to operations carried out on the company's securities by directors, persons assimilated to directors, and their close ones (Annex 2.6)

Logo and letterhead of the company

Place and date

Declaration of operations carried out on the company's securities

1. Name of the issuer¹
2. Identification of the declarant²
   a) First name(s) and surname of the declarant; in the case of legal entities: corporate name. b) If the declarant is a corporate director, specify the functions exercised within the company. c) If the declarant is "One of the persons related to", indicate the first name(s), surname, and functions of the person with whom they have a close personal link.
3. Description of the financial instrument
   Shares O
   Bonds O
   Other types of securities O
4. Nature of the operation
   Purchase O
   Sale O
   Subscription O
   Other to be specified O
5. Date of the operation³: Day/Month/Year
6. Place of the operation: Regional Securities Exchange (BRVM)
7. Unit price
8. Amount of the operation
9. Contact details of the declarant or their representative (Postal address and E-mail, Telephone, Fax, etc.)

¹ The issuer is the listed company and not the author of the declaration.
² In the case of related persons, clearly indicate the link between the author of the operation and the person holding a position within the issuer. ³ A declaration must be made per day.

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Information related to a threshold crossing leading to a modification regarding the ownership of the issuer's securities (Annex 3)

(Circular No. 004-2010 of........)

1-Identity of the declarant
First names, surname, (or corporate name or legal name for legal entities)
..........................................................................................................................................
Address (or registered office for legal entities)
..........................................................................................................................................
Tel..................................................Fax...................................................................
For legal entities, indicate the first names, surname, and function of the legal representative
..........................................................................................................................................

2-The listed company
Full legal name.................................................................................................................
Number of shares forming the capital of the issuing company..................................................
Number of voting rights attached to the capital of the issuing company.....................................

3-Person in charge of following up the file
Names and first names..........................................................................................................
Function................................................................................................................................
Tel..................................Fax..................................e-mail..............................................

4-Relation of the declarant with the listed company O Member of the Board of Directors of the listed company O