Instruction No. 30/2001 on Registration Conditions for Private Placement Bonds on the UMOA Regional Financial Market

UNION MONETAIRE OUEST AFRICAINE

CONSEIL REGIONAL DE L’EPARGNE PUBLIQUE ET DES MARCHES FINANCIERS INSTRUCTION N°30/2001 ON THE REGISTRATION CONDITIONS FOR PRIVATE PLACEMENT BONDS ON THE UMOA REGIONAL FINANCIAL MARKET

Considering the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter "Regional Council"), Considering the General Regulations on the Organization, Operation and Supervision of the UMOA Regional Financial Market, particularly Article 134, adopted by Decision No. 001/97 dated November 28, 1997 by the Council of Ministers of the West African Monetary Union, Considering the Decision of the UMOA Council of Ministers dated June 28, 2000 determining the identification criteria for private placement bond issues on the UMOA Regional Financial Market, Considering the Decision of the UMOA Council of Ministers dated June 28, 2000 establishing a Registration Commission for private placement bond issues on the UMOA Regional Financial Market, Considering the deliberations of the Regional Council in its session of March 27, 2001.

The Regional Council hereby resolves:
Article 1:
The private bond issue on the UMOA financial market consists of:

• The issuance of bonds without public advertising, whose securities will not be listed on the Regional Stock Exchange;
• The issuance of bonds placed through a circle of no more than one hundred (100) qualified investors acting for their own account. A qualified investor is a legal entity capable of understanding the merits and risks inherent in financial instrument transactions;
• The issuance of bonds with a par value of 50 million CFA francs.

The above conditions are cumulative.
Article 2:
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 that have two years of existence and have prepared two balance sheets regularly approved by shareholders.
Article 3:
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 4:
Any entity intending to issue a private placement bond on the UMOA financial market must appoint a Management and Intermediation Company (SGI), which will be responsible for executing the transaction. The designated SGI must carry out the placement of securities exclusively, excluding any other distribution network.
Article 5:
The registration application submitted to the Regional Council must be accompanied by the following documents and information:

• The list of prospective investors. After registration by the Regional Council, this list cannot be subsequently modified by replacement or addition of subscribers;
• The name/designation of the bond issue;
• The amount of the transaction;
• The nominal interest rate and duration;
• The repayment terms and schedule;
• The value date;
• The articles of association and constitutive deeds of the company;
• The issuance resolution from the General Assembly or the decision by the competent body authorizing the issuance;
• The simplified information note intended for declared subscribers.

The Regional Council may request any additional information during the review of the file.
Article 6:
The simplified information note referred to in the preceding article must contain the following mandatory disclosures:
A. Disclosures relating to the issuer:
a) The name or corporate designation; b) The registered office address; c) The corporate purpose; d) The names of the principal executives; e) The amount and distribution of share capital; f) Financial statements for at least two financial years, certified by an auditor approved by the Regional Council; g) Forecast income statements for the three financial years following the year in which the file was submitted; B. Disclosures relating to the transaction:
h) The terms of the security issuance; i) The indicative placement duration; j) The name/designation of the bond issue; k) The interest rate, par value and duration of the bond; l) The repayment terms and schedule; m) The value date; n) The amount of the transaction; o) The number of securities issued; p) The nature of the issued securities (bonds, convertible bonds); q) The form of the securities, which must be dematerialized; r) The par value and issue price of the security.

Article 7:
The SGI responsible for executing the transaction must transmit to the Regional Council, on behalf of the issuer, an issuance report upon completion of subscriptions.
Article 8:
The Regional Council may, at any time after the registration of the transaction, suspend its implementation for any reason likely to affect the proper functioning of the financial market. Throughout the duration of the bond, the Regional Council may conduct inspections to ensure compliance by the issuer with the provisions governing private placement bonds.
Article 9:
The Regional Council collects a fee for the registration of private placement bond issues on the regional financial market.
Article 10:
The registration fee for private placement bond issues is levied on the amount of capital.
Article 11:
The fee schedule applicable by the Regional Council for the registration of private placement bond issues is fixed as follows:
3% for issuances between 1 and 10 billion CFA francs.
2.5% for issuances between 10 and 20 billion CFA francs.
2% for issuances exceeding 20 billion CFA francs.
3% for issuances less than or equal to one billion CFA francs.
Article 12:
This instruction shall be published wherever necessary.
Made in Abidjan on March 27, 2001.
For the Regional Council:
Lassana M. SACKO