---

Instruction No. 47 of 2011

West African Monetary Union CREPMF Regional Council for Public Savings and Financial Markets

INSTRUCTION NO. 47 OF 2011

MODIFYING AND REPEALING INSTRUCTION NO. 30/2001 ON REGISTRATION CONDITIONS FOR PRIVATE PLACEMENT BOND ISSUES ON THE WEST AFRICAN MONETARY UNION (UMOA) REGIONAL FINANCIAL MARKET

The Regional Council for Public Savings and Financial Markets

Whereas the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter "Regional Council");

Whereas the Annex to the Convention of July 3, 1996 on the composition, organization, operation and powers of the Regional Council;

Whereas the General Regulation on the Organization, Operation and Control of the UMOA Regional Financial Market, particularly Article 134, adopted by the Union Council of Ministers via Decision No. 001/97 of November 28, 1997;

Whereas Council of Ministers Decision No. 2/6/00 dated June 28, 2000 determining the identification criteria for private placement bond issues issued on the UMOA Regional Financial Market;

Whereas Council of Ministers Decision No. 1/6/00 dated June 28, 2000 establishing a Registration Commission for private placement bond issues issued on the UMOA Regional Financial Market;

Whereas the deliberations of the Regional Council in its ordinary session on September 9, 2011 held in Dakar, Senegal;

HAS ADOPTED

Page 1 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org

---

Instruction No. 47 of 2011

CHAPTER I: GENERAL PROVISIONS

Article 1

A bond issue made by private placement on the regional financial market of the Union is carried out by:

• The issuance, without public offering, of bonds that will not be listed on the Regional Securities Exchange.
• The issuance of bonds placed through a circle of up to one hundred (100) qualified investors acting on their own behalf. The following are deemed qualified investors by right: banks, financial institutions, Management and Intermediation Companies (SGI), Wealth Management Companies acting on their own behalf, insurance and reinsurance companies, group insurance companies, mutual funds and unions of mutual funds, provident institutions, deposit, amortization or stabilization funds, fixed-capital investment companies or venture capital firms, and alternative management funds. The other qualified investors, including natural persons capable of understanding the merits and risks inherent in financial instrument or securities transactions, are declared as such to the Regional Council.
• The issuance of bonds with a par value of 50 million FCFA or any multiple thereof.

The above-enumerated conditions are cumulative.

Article 2

The amount of a private placement bond issue on the UMOA regional financial market may not exceed ten (10) billion FCFA.

Article 3

Private placement bond issues on the regional financial market are subject to prior registration with the Regional Council.

Article 4

In accordance with Article 111 of the General Regulation on the Organization, Operation and Control of the UMOA Regional Financial Market, bonds issued from a private placement bond issue must be held by the Central Depository / Settlement Bank as of the interest start date.

Page 2 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org

---

Instruction No. 47 of 2011

Article 5

Any entity intending to issue a private placement bond on the UMOA regional financial market is required to:

• prepare an information note subject to mandatory registration with the Regional Council;
• submit a registration application to the Regional Council;
• designate a Management and Intermediation Company (SGI) responsible for executing the operation. The designated SGI will act as the lead manager of the securities placement and may rely on a placement network, where applicable.

Article 6

In accordance with Article 780 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, private placement bond issuance is permitted only to Public Limited Companies (Sociétés Anonymes) and Economic Interest Groups composed of Public Limited Companies with at least two years of existence that have prepared two balance sheets regularly approved by shareholders.

Article 7

In accordance with Article 781 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groups, bond issuance is prohibited to companies whose share capital is not fully paid up.

Article 8

The Regional Council's decision registering the private placement bond issue, along with the information note referred to in Articles 3 and 5, must contain a warning drafted as follows:

Registration by the Regional Council implies neither approval of the operation's suitability, nor authentication of the presented accounting and financial elements, nor guarantee or certification of the disseminated information.

The registered information note is prepared under the sole responsibility of the Issuer, and the registration number is assigned only after verification that this information note is complete and comprehensible, and that the information it contains is relevant and coherent in light of the operation proposed to subscribers.

The Regional Council's registration does not constitute a guarantee against the risk of non-repayment of the securities' due dates whose issuance is thus authorized.

Page 3 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org

---

Instruction No. 47 of 2011

CHAPTER II: PROVISIONS RELATED TO INFORMATION TO BE TRANSMITTED TO THE REGIONAL COUNCIL IN THE FRAMEWORK OF FILE EXAMINATION

Article 9

The registration application submitted to the Regional Council must be accompanied by the following documents and information:

• a certified true copy of the articles of association or any equivalent document;
• a certified true copy of the Commercial and Credit Register dated less than three months ago;
• a certified true copy of approval, license or authorization decisions for entities with regulated activities (banks and financial institutions, insurance companies, telecommunications companies, etc.);
• the minutes of the General Assembly or the decision of the duly authorized body authorizing the issuance;
• the financial statements (Balance Sheet, Income Statement, TAFIRE and Annexed Statement) for the last two financial years, as well as, where applicable, consolidated accounts certified by a Statutory Auditor;
• the last two general and special reports of the Statutory Auditors approved by the Ordinary General Assembly reviewing the statutory accounts;
• the minutes of the Ordinary General Assemblies approving the accounts for the last two financial years;
• the latest verification report from the supervisory authority for entities whose activities are subject to approval, authorization or license;
• the information note intended for subscribers listed among prospective investors;
• the list of prospective investors.

After registration, the list of prospective investors may only be modified by replacing or adding subscribers with prior authorization from the Regional Council.

The Regional Council may request any additional information during file examination.

Article 10

The mandatory statements contained in the information note referred to in the preceding article are specified by Circular.

Page 4 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org

---

Instruction No. 47 of 2011

CHAPTER III: PROVISIONS RELATED TO THE EXECUTION OF THE OPERATION

Article 11

The Regional Council may at any time, after registration of the operation, suspend its execution for any reason likely to affect the proper functioning of the financial market or investors' interests.

Article 12

Throughout the duration of the bond issue, the Regional Council may conduct all controls to ensure compliance by the issuer with the provisions governing private placement bond issues and those contained in the information note.

Article 13

The information note must be made available exclusively to subscribers selected from the list of prospective investors.

Article 14

The Management and Intermediation Company (SGI) in charge of the operation is required to inform the Regional Council, on behalf of the issuer, of subscription progress, according to a periodicity specified in the operation's registration decision.

Article 15

The SGI in charge of executing the operation is required to transmit to the Regional Council, on behalf of the issuer, an issuance report according to a format defined by Circular.

CHAPTER IV: REGISTRATION COMMISSION

Article 16

The Regional Council collects fees for:

• the registration of private placement bond issues on the Union's regional financial market;
• the visa of the information note.

Article 17

The registration fee for private placement bond issues is calculated based on the amount of mobilized resources.

Page 5 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org

---

Instruction No. 47 of 2011

The visa fee for the information note, as well as that for the list of prospective investors, are fixed.

Article 18

The fee schedule applicable by the Regional Council is fixed by decision of the UMOA Council of Ministers.

CHAPTER V: FINAL PROVISIONS

Article 19

This Instruction, which shall be published where necessary, repeals Instruction No. 30/2001 of March 27, 2001 and takes effect from its date of signature.

Done in Dakar, September 9, 2011

The President

(Signature) Léné SEBGO

Page 6 of 6 Avenue Joseph ANOMA 01 BP 1878 Abidjan 01 - Côte d'Ivoire TEL.: (225) 20 21 57 42/20 21 51 79 Fax: 20 22 16 57 presidence@crepmf.org www.crepmf.org