CIRCULAR No. 01 / CREPMF / 2021 ON CAPITAL INCREASE OR DECREASE AND/OR MODIFICATION OF THE SHAREHOLDING STRUCTURE OF APPROVED PARTICIPANTS IN THE UMOA REGIONAL FINANCIAL MARKET

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

CIRCULAR No. 01 / CREPMF / 2021 ON CAPITAL INCREASE OR DECREASE AND/OR MODIFICATION OF THE SHAREHOLDING STRUCTURE OF APPROVED PARTICIPANTS IN THE UMOA REGIONAL FINANCIAL MARKET

The Regional Council for Public Savings and Financial Markets has noted that the provisions of Articles 33 and 34 of the General Regulations on the organization, operation, and supervision of the UMOA regional financial market are subject to various interpretations by actors in the UMOA regional financial market, particularly when processing files related to changes in initial approval conditions.

This diversity of interpretation results in certain actors carrying out capital increase or decrease and/or shareholding structure modification operations without prior authorization, or even without notifying the Regulator.

Consequently, the Regional Council is sometimes faced with a fait accompli (accomplished fact), requiring it to take various post-facto actions to ensure that such operations comply with existing regulatory provisions and pose no risks, particularly regarding anti-money laundering (AML) or business continuity.

Accordingly, actors are requested to submit to the General Secretariat of CREPMF, in draft form, all proposed capital increase or decrease and/or shareholding structure modification operations. The observations of the General Secretariat of CREPMF will clarify whether a simple notification or prior authorization is required for the operation in question.

It is important to recall that, pursuant to Article 22 of the Annex to the Convention on the Composition, Organization, Operation, and Powers of the Regional Council for Public Savings and Financial Markets: « The Regional Council regulates market operations, notably through the following provisions:

• issuing specific regulations for the regional stock exchange,
• taking particular decisions to apply individual measures and disciplinary sanctions against behaviors and acts that hinder the functioning of the financial market and are contrary to savers' interests,
• clarifying, through general instructions, the scope of its General Regulations, (...). »

Avenue Joseph ANOMA P.O. Box 01 1878 Abidjan 01/Côte d'Ivoire Website: http://www.crepmf.org TEL.: (225) 20 21 57 42 / 20 31 56 20 Fax: (225) 20 33 23 04 Email: sg@crepmf.org

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This Circular specifies the steps to be followed by Commercial Participants of the regional financial market when undertaking operations aimed at modifying their capital or shareholding structure. Non-compliance with the terms of this Circular is subject to sanctions provided for under existing provisions.

The following procedure must be followed regarding operations affecting the capital or shareholding structure of Commercial Participants, being legal entities:

Step 1: Information Request to the General Secretariat of CREPMF, for determining the regime of proposed operations

In accordance with the aforementioned provisions, all proposals for capital increase or decrease and/or modification of their shareholding structure must be submitted, at the design stage, to prior notification by the General Secretariat of CREPMF, in order to determine the nature and regime of these operations and the due diligence to be carried out by them.

Step 2: Approval of the operation by the governing body of the approved Commercial Participant

Following the determination of the nature and regime of the operation by the General Secretariat of CREPMF, the actor will be invited:

• to notify the Regional Council once the operation is completed, or
• to request prior authorization from the Regional Council, before approving said operation by the superior decision-making body of the approved Participant.

This Circular takes effect from its publication date.

Done in Abidjan, on 17 MAY 2021

The General Secretary Ripert BOSSOUKPE

Avenue Joseph ANOMA P.O. Box 01 1878 Abidjan 01/Côte d'Ivoire Website: http://www.crepmf.org TEL.: (225) 20 21 57 42 / 20 31 56 20 Fax: (225) 20 33 23 04 Email: sg@crepmf.org