Instruction No. 29/2001 on Information to be Disseminated by Companies Making a Public Offering on the UMOA Financial Market

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WEST AFRICAN MONETARY UNION
REGIONAL COUNCIL FOR PUBLIC SAVINGS AND FINANCIAL MARKETS

INSTRUCTION NO. 29/2001 ON INFORMATION TO BE DISSEMINATED BY COMPANIES MAKING A PUBLIC OFFERING ON THE UMOA FINANCIAL MARKET _________________________

Having regard to the Convention of 3 July 1996 establishing the Regional Council for Public Savings and Financial Markets, hereinafter referred to as the Regional Council; Having regard to Article 25 of the Annex to said Convention, concerning the Composition, Organization, Operation and Powers of the Regional Council; Having regard to the General Regulations on the Organization, Operation and Supervision of the UMOA Regional Financial Market, adopted by Decision No. 001/97 of the Council of Ministers on 28 November 1997, particularly Articles 126 and 160 to 163 thereof; Having regard to the OHADA Uniform Act on Commercial Company Law and Economic Interest Groupings, particularly Articles 846 to 852 thereof; Having regard to the deliberations of the Regional Council in its session held on 27 March 2001;

THE REGIONAL COUNCIL HAS ADOPTED:

Article 1:
Companies that have issued shares through a public offering on the UMOA Financial Market must take necessary measures to inform shareholders and enable them to exercise their rights. The information provided to shareholders must be accurate and precise, and must be filed with the Regional Council no later than the day of its publication. Companies are required to:
a) inform shareholders about the holding of general meetings and enable them to exercise their voting rights; b) inform shareholders about dividend payments, new share issuance operations, allotment, subscription, waiver and conversion; c) inform the Regional Council in good time of any proposed amendment to their articles of association; d) inform the Regional Council of changes in capital distribution compared to previously published data; e) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within forty-five (45) days following the approval of financial statements by the annual ordinary general meeting of shareholders, the following documents:

• approved summary financial statements bearing the auditors' certification;
• the resolution on profit allocation;
• consolidated financial statements bearing the auditors' certification.
  f) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within four (4) months following the end of the first semester, an activity and results table as well as a semi-annual activity report accompanied by an auditor's certification on the accuracy of the information provided; g) publish in the Official Bulletin of the Stock Exchange one month after the end of each quarter a management commentary on business development as well as likely impacts on results; h) publish without delay any modification of rights attached to the different categories of shares; i) inform the Regional Council of any judicial decision affecting the company's operations.

Article 2:
Any company that has issued bonds through a public offering on the UMOA Financial Market is required to:
a) publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, within forty-five (45) days following the approval of financial statements by the annual ordinary general meeting of shareholders, the following documents:

• approved summary financial statements bearing the auditors' certification;
• the resolution on profit allocation;
• consolidated financial statements bearing the auditors' certification.
  b) publish without delay any new material event occurring in its business sector that is likely to significantly affect its solvency; c) communicate to the Regional Council any proposed amendment to its articles of association affecting the rights of title holders, no later than at the time of convening the deliberating body; d) inform the public of all modifications to title holders' rights resulting, in particular, from changes in issuance conditions and new loan issuances and the guarantees attached thereto; e) ensure equal treatment of bondholders from the same loan; f) provide all information necessary for the exercise of title holders' rights; g) inform the Regional Council of any judicial decision affecting the company's operations.

Article 3:
Companies whose securities are listed on the Regional Securities Exchange must publish in the Official Bulletin of the Stock Exchange and in a newspaper authorized to receive legal notices, in the form of press releases, any information likely to influence their share price.

Article 4:
This instruction shall be published.

Done in Abidjan, on 27 March 2001
For the Regional Council
The President
Lassana M. SACKO