DECISION N° CM/07/09/2021 ADOPTING THE UNIFORM ACT ON STOCK MARKET OFFENCES IN THE REGIONAL FINANCIAL MARKET

WEST AFRICAN MONETARY UNION
COUNCIL OF MINISTERS
THE PRESIDENT
DECISION N ° CM/07/09/2021 ADOPTING THE UNIFORM ACT ON STOCK MARKET OFFENCES IN THE REGIONAL FINANCIAL MARKET

The Council of Ministers of the West African Monetary Union, Having regard to the Treaty of the West African Monetary Union (UMOA) of 20 January 2007; Having regard to the Convention establishing the Regional Council for Public Savings and Financial Markets (CREPMF) of 3 July 1996 and its Annex on the composition, organization, functioning and powers of the Regional Council for Public Savings and Financial Markets; Having regard to the Uniform Act relating to commercial companies and economic interest groups revised on 30 January 2014, of the Organization for the Harmonization of Business Law in Africa created by the Treaty on the Harmonization of Business Law in Africa of 17 October 1993; Having regard to the Note from the Regional Council for Public Savings and Financial Markets on the draft uniform act on stock market offences in the UMOA regional financial market, presented to the Council of Ministers at its ordinary session of 23 September 2021; Having regard to the Deliberations of the Council of Ministers at its ordinary session of 23 September 2021; DECIDES

Article 1
The uniform act on stock market offences in the financial market of the West African Monetary Union, annexed to this Decision and forming an integral part thereof, is adopted.

Article 2
Within a period of six (6) months from the signature of this Decision, the Member States of the UMOA shall take the necessary measures to incorporate the Act referred to in Article 1 into their internal legal order.

Article 3
The President of the Regional Council for Public Savings and Financial Markets is charged with monitoring the implementation of this Decision.

Article 4
This Decision repeals and replaces all prior provisions contrary thereto dealing with the same subject matter. It enters into force as of the date of its signature and shall be published wherever necessary.

Done at Lomé, on 23 September 2021
For the Council of Ministers of the UMOA,
The President
Sani YA A

ANNEX TO DECISION N° CM/07/09/2021 ADOPTING THE UNIFORM ACT
ON STOCK MARKET OFFENCES IN THE REGIONAL FINANCIAL MARKET

UNIFORM ACT ON STOCK MARKET OFFENCES IN THE UMOA FINANCIAL MARKET PRELIMINARY TITLE - TERMINOLOGY
Article 1: definitions
1. For the purposes of this Law, the following terms are understood as:
Regulated activity: activity whose exercise is subject to obtaining prior authorization or which is subject to conditions of exercise established by the General Regulation of the CREPMF. This includes, in particular, market structure activities such as the Regional Securities Exchange (BRVM), the Central Depository/Settlement Bank (DC/SB), commercial intermediaries such as management and intermediary companies (SGI), management companies, securities investment advisors, business brokers, canvassers and OPC management companies on the financial market, as well as any other regulated activities;
2. Annex: The Annex to the Convention establishing the Regional Council for Public Savings and Financial Markets of 3 July 1996, on the composition, organization, functioning and powers of the Regional Council for Public Savings and Financial Markets;
3. Public offering of savings: public offering of savings as defined by the texts in force on the regional financial market of the Union;
4. BRVM: Regional Securities Exchange;
5. Communication: the act, by any insider and by any means, of bringing privileged information to the knowledge of any third party outside the normal framework of his profession or functions;
6. Regional Council: Regional Council for Public Savings and Financial Markets (CREPMF);
7. CREPMF: Regional Council for Public Savings and Financial Markets (CREPMF);
8. FCP: Common Investment Fund;
9. Reference index: any tool - rate, instrument, number - available to the public, calculated regularly or periodically from a weighted average, allowing to measure the performance of an actor or a financial instrument and to determine its value;
10. Information: any information easily understood by the public;
11. Non-public information: any information that has not been made accessible to the public by a means guaranteeing equal access to information;
12. Particular information: any information relating to the prospects or situation of an entity making a public offering of savings or an asset or product issued by that entity and traded on a financial market;
13. Precise information: any information relating to a fact whose occurrence or non-occurrence is foreseeable, it being specified that the precision of information does not impose certainty regarding it;
14. Privileged information: Information as defined in the Annex to the Convention on the composition, organization, functioning and powers of the Regional Council for Public Savings and Financial Markets;
15. Misleading information: any information likely to mislead the public, notably by its ambiguous, imprecise or incomplete nature;
16. Insider: any person who has knowledge of one or more privileged pieces of information, it being specified that any chief executive officer, chairman of the board of directors, general manager, general administrator, deputy general manager, any natural or legal person exercising within the entity making a public offering of savings the functions of administrator, as well as any permanent representative of a legal person who exercises these functions, as well as any other person who has, on the one hand, within the aforementioned entity, the power to take management decisions concerning its evolution and strategy and/or on the other hand, regular access to privileged information concerning directly or indirectly this entity, is presumed to know the privileged information by reason of the functions he or she exercises within the entity;
17. Trading day: day of opening of the BRVM;
18. Market manipulation: market manipulation is the offence provided for in Article 27 of this Law, notably characterized when the conduct has as its object or result one of the following facts:
1. Carry out a fictitious transaction;
2. Give or accept an order whose execution brings no real change of owner;
3. Create a false or misleading appearance of activity or an artificial price on a security;
4. Carry out series of purchases or series of sales on the same security with the aim of unduly or abusively influencing the price of the security;
5. Carry out alone or in concert with one or more persons, a series of transactions on a security in order to create real or apparent activity or to raise or lower its price.
19. Maneuver: set of fraudulent means, artifices, machinations, not falling under the usual functioning of the market, but employed to obtain a result;
20. Financial market: the UMOA regional financial market as well as any new financial market;
21. OPC: Collective Investment Undertaking
22. OPCVM: Collective Investment Undertaking in Securities;
23. Off-market operation: transaction carried out outside a regulated market;
24. General Regulation: General Regulation relating to the organization, functioning and control of the regional financial market;
25. SGI: Management and Intermediation Company;
26. SICAV: Variable Capital Investment Company;
27. Wealth Management Company: portfolio management company;
28. UMOA: West African Monetary Union.

TITLE I - GENERAL PROVISIONS
Article 2: object
This law aims to:

1. define the rules and practices capable of guaranteeing transparency and security of transactions on the regional financial market;
2. criminalize fraudulent actions and practices that compromise transparency and security of transactions on the regional financial market;
3. fix the penalties applicable to perpetrators and accomplices of the offences thus defined;
4. deal with cooperation between the Regional Council and judicial authorities in the context of criminal proceedings for the repression of stock market offences.

Article 3: scope of application
This law applies to:

1. transactions taking place on the regional financial market regardless of their place of negotiation;
2. behaviors related to reference indices.
   However, it does not apply to:
   a) transactions on own shares carried out within the framework of buy-back programs; b) stabilization measures of a financial instrument; c) transactions, orders or behaviors that intervene in the framework of the implementation of monetary policy, exchange rate policy or public debt management emanating from a Public Administration of a Member State of the UMOA, an agency or an ad hoc entity of one or more Member States or a person, acting on behalf and in the interest of them.

Article 4: attempt, association and conspiracy
In the cases of offences provided for in this law, the attempt is punished as the completed offence. The same applies to the conspiracy or association formed with a view to committing one of these offences.

Article 5: complicity
Complicity by providing, with knowledge, means, advice or by assistance or aid for the commission of one of the offences provided for in this law is punished by the same penalties as the commission of the offence.

TITLE II - PREVENTION OF ATTACKS ON MARKET TRANSPARENCY
Chapter I: Suspicious operations
Article 6: declaration of suspicious operations
Any market participant or market management structure approved or authorized in accordance with the Annex is required to declare without delay to the Regional Council, in writing and according to the forms provided by regulation, any operation carried out for its own account or on behalf of a third party, on an asset or product traded on a financial market, of which it has reasons to suspect that it could constitute an offence within the meaning of this law.

Article 7: means of detecting suspicious operations
Any person subject to the declaration provided for in Article 6 sets up internal procedures whose purpose is, in particular, to establish and update a typology of operations in order to detect those to be declared.
It also sets up, for its staff, a training and awareness program on the detection and declaration of suspicious operations.

Chapter II: Privileged Information
Article 8: declaration of privileged information
Any entity making a public offering of savings is required, without delay, to bring to the knowledge of the Regional Council and the public any privileged information concerning it directly.

Article 9: conditions for postponement of privileged information declaration
The entity making a public offering of savings may defer the publication of a privileged piece of information so as not to harm its legitimate interests, provided that the failure to publish does not mislead the public and that the entity is able to ensure its confidentiality by controlling access, in particular by:

1. setting up effective internal procedures preventing access to this information to persons other than those who need it in the framework of their functions within the entity making a public offering of savings;
2. taking the necessary measures to ensure that any person having access to this information knows the obligations linked to this access and is warned of the sanctions provided for in case of undue use or dissemination of this information;
3. setting up provisions allowing immediate publication of the privileged information in the event that it was unable to ensure its confidentiality.

Article 10: legitimate interests
The legitimate interests mentioned in Article 9 may notably concern the following situations:

1. when making the privileged information public would risk affecting the outcome or the normal course of ongoing negotiations, particularly in case of serious and imminent danger threatening the financial viability of the entity making a public offering of savings;
2. when the information relates to a decision taken or a contract concluded by the management body of the entity making a public offering of savings, requiring, if necessary, the approval of another body of this entity to become effective, if the publication of the information, combined with the simultaneous announcement that this approval has not yet been given, is likely to distort their correct appreciation by the public.

Article 11: dissemination of privileged information
When an entity making a public offering of savings or a person acting on behalf and for the account of that entity communicates a privileged piece of information to a third party in the normal exercise of its activities, profession or functions, it ensures its dissemination according to the modalities fixed in Article 8, either simultaneously in case of intentional communication, or in the shortest possible time in case of unintentional communication. The provisions of the previous paragraph do not apply when the person receiving the information is bound by a confidentiality obligation, whether its basis is legislative, regulatory, statutory or contractual.

Article 12: integrity of privileged information
The entity making a public offering of savings refrains from combining, in a manner likely to mislead the public, the provision of privileged information and advertising or commercial elements relating to its activities.

Article 13: disclosure of changes relating to privileged information
Any significant change concerning privileged information already made public is disclosed according to the same modalities as those used during its initial dissemination.

Chapter III: Communication of stock market operations
Article 14: obligation to declare stock market operations
Information relating to any acquisition, disposal, subscription or exchange of an asset or product issued by an entity making a public offering of savings, traded on a financial market, is communicated to the Regional Council within five trading days following the completion of the relevant operation, when such an operation is carried out by:

1. the Chief Executive Officer, Chairman of the Board of Directors, General Manager, General Administrator, Administrator, Deputy General Manager or any other Legal Representative;
2. any other person who has, on the one hand, within the entity mentioned in this article, the power to take management decisions concerning the evolution and strategy of that entity, and on the other hand, regular access to privileged information concerning directly or indirectly this entity;
3. any person having, with any person mentioned in points 1 and 2, close personal ties of spouse not separated in body, kinship or alliance resulting in common residence for at least one year at the date of the transaction concerned;
4. any legal person or entity whose direction, administration or management is ensured by one of the persons mentioned in points 1 and 2 or by one of the persons mentioned in point 3 acting in the interest of one or more persons mentioned in points 1 and 2;
5. any legal person or entity controlled, directly or indirectly, by one of the persons mentioned in points 1, 2 and 3;
6. any legal person or entity constituted for the benefit of one of the persons mentioned in points 1, 2 and 3;
7. any legal person or entity for which one of the persons mentioned in points 1, 2 or 3 benefits from at least the majority of economic advantages.

Article 15: obligation to provide copy of the communication
The declaration obligation provided for in Article 14 rests on the persons mentioned in points 1 to 6 of said article who are required, upon communication to the Regional Council, to provide a copy of this communication to the entity making a public offering of savings, referred to in the same article.

Article 16: persons having access to privileged information
Any entity making a public offering of savings that has issued assets or products traded on a financial market, or for which an application for admission to trading on such a market has been submitted, is required to establish, update, and communicate to the Regional Council, upon request, and without delay, a list of persons working within its scope and having access to privileged information concerning directly this entity. The entity establishes, updates and communicates to the Regional Council, under the same conditions, the list of third parties acting on its behalf or for its account having access to privileged information in the framework of their professional relations with it. Under the same conditions, any third party acting on behalf and for the account of any entity making a public offering of savings is required to establish, update and, upon request, communicate to the Regional Council a list of persons working within its scope and having access to privileged information concerning directly or indirectly the entity making a public offering of savings mentioned in the first paragraph, as well as a list of persons acting on its behalf or for its account, having access to the same information in the framework of their professional relations with him.

Article 17: content of the list
The lists mentioned in Article 16 include:

1. the name or corporate name of the persons to be included;
2. the reason for inclusion of the persons to be included;
3. the legal relationship between these persons and the entity making the declaration.

Article 18: information of persons appearing on the list
Any person or entity required to establish the list provided for in Article 16 informs, in writing and in the shortest possible time, the persons appearing on that list. This information includes mention of their inscription on the list, a reminder of the rules applicable to the holding, communication and exploitation of privileged information as well as the sanctions attached to their disregard.

TITLE III - REPRESSION OF ATTACKS ON MARKET TRANSPARENCY
Chapter I: Repression of stock market offences
Article 19: violation of the declaration obligation
Anyone who knowingly contravenes any declaration obligation incumbent upon them under the previous chapter, of whatever nature it may be, is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 20: failure to declare stock market operations
Any person referred to in Article 14 who knowingly contravenes the declaration obligation incumbent upon them under said article is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 21: failure to publish privileged information
Any entity making a public offering of savings that knowingly contravenes the declaration obligation incumbent upon it under Article 8 of this law is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 22: non-declaration of threshold crossing
Any natural or legal person who abstains from fulfilling the information obligations to which they are subject, under the provisions of the General Regulation relating to threshold crossing declarations, is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 23: insider dealing offence
Insider dealing is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offence, without the fine being able to be less than this advantage, any insider holding privileged information on the situation of an issuer or the development prospects of the issuer's securities and who, with knowledge, carries out or allows to carry out, directly or indirectly, one or more operations on a financial market before the information is accessible to the public. In case of recidivism, the maximum fine is imposed, whether the author has profited from the offence or not. Legal persons declared criminally responsible for the offence of insider dealing are punished by a fine of twenty-five million (25,000,000) to two hundred and fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offence, without the fine being able to be less than this advantage.

By way of derogation, the Regional Council may, on a case-by-case and specific basis, authorize the following practices, at the request of the entity making a public offering that issued the assets or products traded on a financial market to which the inside information relates:

1. purchases and sales of securities within the framework of the operation of a liquidity contract;
2. purchases and sales made within the framework of a program with a precise schedule.

Article 24: Incitement or recommendation of inside information
Any insider holding inside information who, intentionally, recommends to a third party to acquire or dispose of, or to have acquired or disposed of by another person, the asset or products traded on a financial market to which this information relates, or incites the realization of such operations on the basis of this inside information, is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

Legal persons declared criminally responsible for the offense of incitement or recommendation of inside information to a third party are punishable by a fine of twenty-five million (25,000,000) to two hundred fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

In case of recidivism, the maximum fine is imposed, whether the author has profited from the offense or not.

Article 25: Communication of inside information
Any insider who knowingly communicates inside information to a third party outside the normal framework of their profession or functions is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

Legal persons declared criminally responsible for the offense of communication of inside information are punishable by a fine of twenty-five million (25,000,000) to two hundred fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

In case of recidivism, the maximum fine will be imposed, whether the author has profited from the offense or not.

Article 26: Dissemination of false or misleading information
Any person who, knowingly, spreads to the public by any means, any false or misleading information regarding the prospects or situation of an entity making a public offering or regarding the evolution prospects of an asset or product traded on a financial market, capable of influencing prices, is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

Legal persons declared criminally responsible for the offense of dissemination of false or misleading information are punishable by a fine of twenty-five million (25,000,000) to two hundred fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

In case of recidivism, the maximum fine will be imposed, depending on whether the author has profited from the offense or not.

Article 27: Market manipulation
Any person who, knowingly, acting alone or in concert with one or more other persons, directly or through an intermediary, exercises a maneuver intended to hinder the regular functioning of a financial market by misleading others, in that it is likely to incite one or more third parties to acquire or dispose of an asset or product traded on a financial market, is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

Legal persons declared criminally responsible for the offense of market manipulation are punishable by a fine of twenty-five million (25,000,000) to two hundred fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

In case of recidivism, the maximum fine will be imposed, whether the author has profited from the offense or not.

Article 28: Manipulation of benchmark indices
Any person who, knowingly, acting alone or in concert with one or more other persons:

1. provides or transmits false or misleading information used to calculate a benchmark index or information likely to distort the price of a financial instrument or asset linked to such an index;
2. adopts an attitude leading to the manipulation of the calculation of such an index.
   is punishable by imprisonment of one (01) to five (05) years and a fine of five million (5,000,000) to fifty million (50,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

Legal persons declared criminally responsible for the offense of manipulation of benchmark indices are punishable by a fine of twenty-five million (25,000,000) to two hundred fifty million (250,000,000) CFA Francs, this amount being able to be raised up to ten times the amount of the advantage derived from the offense, without the fine being less than this advantage.

In case of recidivism, the maximum fine will be imposed, depending on whether the author has profited from the offense or not.

Chapter II: Sanction of the illegal exercise of a regulated activity

Article 29: Illegal exercise of a regulated activity
Anyone who knowingly:

1. exercises a regulated activity on the regional financial market without prior authorization from the Regional Council;
2. does not respect the restriction, suspension, or prohibition of professional activity notified to them by the Regional Council.
   is punishable by imprisonment of six (06) months to two (02) years and a fine of five million (5,000,000) to twenty million (20,000,000) CFA Francs, this amount being able to be raised to five times the advantage derived from the offense.

Article 30: Fraudulent public offering realized by managers
Any manager of an entity who, knowingly, carries out a public offering without being authorized is punishable by imprisonment of one (01) to five (05) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs, this amount being able to be raised to five times the advantage derived from the offense.

Article 31: Fraudulent public offering realized by an entity
Any entity that knowingly carries out a public offering without prior authorization from the Regional Council, under the conditions of its General Regulations, is punishable by a fine of five million (5,000,000) to twenty million (20,000,000) CFA Francs, without prejudice to proceedings against natural persons.

Article 32: Extension of sanction to foreign entities
Article 31 above also applies to non-resident entities making a public offering on the regional market in violation of the provisions of the General Regulations.

Article 33: Failure to communicate sincere and accurate information or a written contract
Any authorized intermediary who:

1. has not communicated sincere and accurate information to its clients regarding intended operations;
2. carries out an operation on behalf of a client without having previously concluded a written contract with the latter.
   is punishable by imprisonment of one (01) to five (05) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.
   If it is a legal person, only the fine penalty is applied.

Article 34: Violation of the stock exchange trading monopoly
Any person who violates the monopolies of stock exchange trading and securities account keeping devolved to management and intermediation companies is punishable by imprisonment of one (01) to five (05) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs. If it is a legal person, only the fine penalty is applied.

Regarding the keeping of securities accounts, the provisions of the preceding paragraph do not apply to banks authorized by the Regional Council to exercise the functions of keeping securities accounts and custody.

Article 35: Violation of public information formalities at the issuance of securities
Any president, administrator, or general manager of a company who has issued securities offered to the public without:

1. a notice being inserted in a newspaper authorized to receive legal announcements, prior to any publicity measure;
2. the prospectuses and circulars reproducing the statements of the notice provided for in paragraph 3 of this article, and containing the mention of the insertion of this notice in the newspaper authorized to receive legal announcements with reference to the number in which it was published;
3. the posters and announcements in newspapers reproducing the same statements, or at least an extract of these statements with reference to said notice, and indications of the number of the newspaper authorized to receive legal announcements in which it was published;
4. the posters, prospectuses, and circulars mentioning the signature of the person or representative of the company from which the offer emanates and specifying whether the offered securities are listed or not and, if so, on which stock exchange.

The same penalties apply to persons who served as intermediaries in the sale of securities in violation of the provisions of this article.

Chapter III: Sanction of infringements on collective management

Article 36: Fraudulent subscription of shares
Any manager of an SICAV, the management company of an FCP, or any other collective investment scheme, who carries out subscription and issuance activities of shares or units of UCITS, without prior approval from the Regional Council, or without obtaining the visa of the Regional Council on the information note or its dissemination to the public, is punishable by imprisonment of one (01) to five (05) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs, which, in case of recidivism, can be raised to fifty million (50,000,000) CFA Francs.

Article 37: Violation of irregular borrowing operations
Any manager of an SICAV, a management company of an FCP, or any other collective investment scheme who:

1. proceeds to borrow money for the account of a UCITS, under conditions other than those provided for in the General Regulations of the CREPMF;
2. in the name of the SICAV or FCP, engages in operations other than those provided for in the General Regulations of the CREPMF.
   is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 38: Collection of commissions beyond the threshold
Any manager of an SICAV, a management company of an FCP, and the depositary institution of an SICAV, FCP, or any other collective investment scheme who has knowingly allowed the deduction of commissions or management fees exceeding the levels indicated in the information note visaed by the Regional Council, is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 39: Failure to appoint an auditor
Any manager of an SICAV or a management company of an FCP or any other form of collective investment scheme who, knowingly, has not proceeded to the appointment of an auditor approved by the Regional Council or has not convened them to the general assemblies of the SICAV or the management company of an FCP, is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 40: Obstruction to the operations of the auditor
Any manager of an SICAV or a management company of an FCP or any other collective investment scheme and the depositary institution of an FCP, an SICAV, or any other market participant, as well as all persons placed under their authority, who has knowingly obstructed the audits or controls of the auditor, or has refused them on-site communication of all documents useful for the exercise of their mission, is punishable by a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Chapter IV: Sanction of infringements on mandate management

Article 41: Abuse against clients
Any member of the administration, management, or direction bodies or personnel of an SGI or SGP who, knowingly, carries out operations to the detriment of the interest of the clients is punishable by imprisonment of six (06) months to two (02) years and a fine of five million (5,000,000) to twenty million (20,000,000) CFA Francs.

Article 42: Realization of related transactions
Any member of the administration, management, direction bodies, or personnel of an SGP or SGI who, knowingly, carries out or has carried out off-market transactions between managed clients and companies with which this person has direct or indirect legal links, is punishable by imprisonment of six (06) months to two (02) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

Article 43: Obstruction to the Regional Council's investigation or control missions
Any person who has knowingly prevented a control or investigation mission of the Regional Council, or has communicated inaccurate information to it, is punishable by imprisonment of one (01) to five (05) years and a fine of one million (1,000,000) to twenty million (20,000,000) CFA Francs.

TITLE IV: COOPERATION BETWEEN THE REGIONAL COUNCIL AND JUDICIAL AUTHORITIES IN THE FRAMEWORK OF CRIMINAL PROCEDURE

Article 44: Territorial competence
For the purposes of this law, the Public Prosecutor of the place where the offenses were committed is competent to prosecute the offenses.
The Prosecutor is seized on report from the Regional Council, on complaint from a market actor, or by denunciation.
They may also seize themselves when they have knowledge of the commission of one of the offenses provided for by this Uniform Law.
In all cases of seizure other than on report from the Regional Council, including the case of self-seizure, the Prosecutor seizes the Regional Council for the purpose of investigation.
The Regional Council draws up a report to which are attached all information, minutes, and related acts, which it transmits to the Prosecutor, who sets public action in motion, if appropriate.

Article 45: Seizure of the prosecutor's office on report of investigation by the Regional Council
When, within the framework of its duties, the Regional Council becomes aware of facts likely to constitute an offense provided for by this law, it conducts an investigation and draws up a report which it transmits to the competent prosecutor's office for judicial proceedings. All information, minutes, and related acts are attached to the report. When seized by the Regional Council, the Prosecutor, without delay, sets public action in motion.

Article 46: Setting public action in motion by the victim
Any market actor who considers themselves harmed by an act falling under the offenses provided for by this Uniform Law may directly set public action in motion, according to the procedures provided for by the law of the State where the offense was committed.

Article 47: Civil party status by the Regional Council
When criminal proceedings are initiated on the basis of this law, the Regional Council may exercise the rights of the civil party.

Article 48: Seizure of the Regional Council for opinion
The judicial authorities seized on the basis of this law may, at any stage of the procedure, request the Regional Council, for a simple opinion, on any question falling within its area of competence.

Article 49: Prerogatives of the Regional Council
In all cases, the Regional Council retains the option to implement the administrative and disciplinary sanctions provided for in the Annex.
At any time, the Regional Council may take all conservatory measures it deems appropriate when the facts subject to prosecution present a real threat to the integrity of the system, the protection of investors, or the stability of the market, until the intervention of a final decision on public action or on the prosecutions it has initiated on the basis of the Annex.

Article 50: Statute of limitations for public action
Public action for the repression of offenses provided for by this law is prescribed after three years have elapsed if, within this interval, no act of prosecution or investigation has been carried out.
If such acts have been carried out within this interval, it is only prescribed after three years have elapsed from the last act. This is also the case with regard to persons who are not involved in this act of investigation or prosecution.

The statute of limitations is suspended by any legal or factual obstacle preventing the exercise of public action.
It is also suspended by the notification of grievances by the Regional Council.
The limitation period provided for in paragraph 3 runs from the day the offense was discovered.

Article 51: Settlement
Public action is also extinguished by the settlement concluded between the Regional Council and the person prosecuted and, if applicable, with the victim of the offense.
The victim who has not settled with the person prosecuted retains their right to compensation before civil courts.
In the event of a settlement with a person prosecuted, the Regional Council informs the Prosecutor.

TITLE V: FINAL PROVISIONS

Article 52: Repealing provisions
All previous provisions contrary to the same subject matter are repealed.

Article 53: Execution
This law shall be published in the Official Journal of each State and executed as the law of the State.