Instruction No. 47/2011/CREPMF (Revised) on the Registration Conditions for Private Placement Corporate Bonds on the UMOA Regional Financial Market

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Union Monétaire Ouest Africaine

crepmf
Regional Council for Public Savings and Financial Markets

INSTRUCTION NO. 47/2011/CREPMF / (REVISED)

ON THE REGISTRATION CONDITIONS FOR PRIVATE PLACEMENT CORPORATE BONDS ON THE UMOA REGIONAL FINANCIAL MARKET

The Regional Council for Public Savings and Financial Markets

Having regard to the Convention of July 3, 1996 establishing the Regional Council for Public Savings and Financial Markets (hereinafter "Regional Council" or "CREPMF") and its Annex on the Composition, Organization, Operation and Powers of the Regional Council for Public Savings and Financial Markets;

Having regard to General Regulation No. 001/97 of November 28, 1997 on the Organization, Operation and Supervision of the UMOA Regional Financial Market of November 28, 1997, particularly Article 134;

Having regard to Decision No. CM/2/6/00 of the UMOA Council of Ministers, dated June 28, 2000, determining the identification criteria for private placement corporate bonds issued on the UMOA Regional Financial Market;

Having regard to Decision No. CM/13/12/2011 of the UMOA Council of Ministers, dated December 16, 2011, setting the fees of the Regional Council for Public Savings and Financial Markets;

Having regard to the OHADA Uniform Act on Commercial Company Law and Economic Interest Groups in its Articles 780 and 781;

Having regard to the deliberations of the Regional Council at its 37th extraordinary session on December 17, 2019 in Dakar

ORDER

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

TITLE 1: GENERAL PROVISIONS

Article 1: Definitions and Acronyms
For the purposes of this Instruction, the following terms shall mean:
Private Placement Bond Issue: Any operation consisting of issuing debt securities on the UMOA financial market by a method other than a public offering. Registration: Mandatory administrative procedure with the CREPMF for the execution of private placement operations on the Regional Financial Market. Simplified Information Note: Information document intended for qualified investors during a private placement bond issue to enable them to form a judgment regarding investment in the operation. Qualified Investors: Person or entity possessing the skills and resources necessary to understand the risks inherent in financial instrument operations, as defined in the annex to this Instruction. Placement Syndicate: Grouping of several Management and Intermediation Companies (MICs) responsible for placing/selling issued securities to investors on the market within the framework of the same issuance.

Article 2: Scope
This Instruction governs the filing, registration, execution, and retention of private placement corporate bonds issued on the UMOA Regional Financial Market.

Article 3: Conditions for execution of private placement corporate bonds The private placement bond issue on the UMOA Regional Market is carried out by:

• issuing bonds placed within a circle of no more than one hundred (100) qualified investors acting for their own account;
• issuing bonds without public advertising, which will not be listed on the Regional Securities Exchange (BRVM);
• issuing bonds with a nominal value of at least one (1) million FCFA or any multiple thereof.
  The aforementioned conditions are cumulative.

Article 4: Issuance Amount
The amount of a private placement bond issue on the UMOA Regional Market cannot exceed twenty (20) billion FCFA over a twelve (12) month period.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Within the same issuance, in case of over-subscription, the additional amount retained by the issuer cannot exceed 10% of the initial requested amount, without exceeding the threshold of twenty (20) billion FCFA over the same twelve (12) month period.

TITLE 2: CONDITIONS AND PROCEDURES FOR REGISTRATION OF OPERATIONS

Article 5: Registration of the operation
The issuance of private placement corporate bonds on the UMOA Regional Market is subject to prior registration with the Regional Council.
The filing and registration procedures are set forth by Circular.
To this end, the issuer wishing to carry out a private placement bond issue on the Regional Market must complete the registration request filing form provided in the annex.

Article 6: Conditions and procedures for registration of the operation Any entity intending to issue a private placement corporate bond on the UMOA Regional Market is required to:

• transmit to the Regional Council a registration request comprising the documents provided for in Article 8 as well as the operation filing sheet;
• designate a Management and Intermediation Company (MIC) that will be responsible, under its liability, for the execution of the operation. The designated MIC will act as the Lead Placement Agent for the securities and may rely on a placement syndicate;
• prepare a Simplified Information Note subject to mandatory visa by the Regional Council;
• transmit to the Regional Council a document attesting to the full release of capital in application of Article 781 of the OHADA Uniform Act on commercial company and economic interest group law.

Article 7: Content of the Regional Council's warning on the operation The CREPMF's registration decision for the operation and the Simplified Information Note must contain a warning drafted as follows:
The registration by the Regional Council does not imply approval of the operation's suitability, nor the authentication of the accounting and financial elements presented, nor the guarantee or certification of the information disseminated. The Simplified Information Note subject to registration is prepared under the sole responsibility of the Issuer. The registration number is assigned only after verification that this Simplified Information Note is complete and comprehensible and that the information it contains is relevant and consistent regarding the operation proposed to subscribers.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Registration by the Regional Council does not constitute a guarantee against the risk of non-repayment of the securities' maturities for which the issuance is authorized.

TITLE 3: INFORMATION TO BE TRANSMITTED TO THE REGIONAL COUNCIL IN THE FRAMEWORK OF FILE INSTRUCTION

Article 8: Information required for operation registration The registration request addressed to the Regional Council must be accompanied by the following documents and information:

• a certified copy of the articles of association or any document serving as such;
• a certified copy of the Trade and Movable Credit Register, dated less than three (3) months old;
• the minutes of the General Assembly or the decision of the duly authorized body approving the issuance;
• the financial statements (balance sheet, income statement, cash flow statement, and notes) for the last two (2) financial years, and where applicable, consolidated accounts, certified by a Statutory Auditor;
• the last two (2) general and special reports of the Statutory Auditors approved by the Ordinary General Assembly reviewing the individual accounts;
• the minutes of the Ordinary General Assemblies approving the financial statements for the last two (2) financial years;
• the Simplified Information Note intended for subscriber information, including notably the attestation of the person responsible for the operation's Information Note duly signed by the Chairman of the Board of Directors of the relevant entity and the attestation of the Statutory Auditor duly signed at the date of filing the file with the Regional Council;
• the list of prospective investors.
  For entities whose activity is subject to approval, in addition to the aforementioned documents, they must transmit:
• a certified copy of the approval, license, or authorization decisions regarding their regulated activity (banks and financial institutions, insurance companies, telecommunications companies, etc.);
• the latest verification report from the supervisory authority of their activity sector(s);
• the updated status of the implementation of recommendations issued by their respective authorities, attested by the Statutory Auditor within a period not exceeding three (3) months from the date of filing the request.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Article 9: Admissibility of registration request files Only files constituted by the documents mentioned in Article 8 are admissible.

Article 10: Credit enhancement of the operation The issuer wishing to improve the credit risk quality of its operation may resort to security mechanisms provided for this purpose. In this case, the mechanisms to be implemented must comply with the provisions of the revised OHADA Uniform Act on the organization of security interests.

Article 11: Content of the Simplified Information Note The statements contained in the Simplified Information Note referred to in Article 8 are specified in the annex to this Instruction. Notwithstanding any additional information they may include, issuers and their arrangers must strictly comply with the content of the Simplified Information Note as presented.

TITLE 4: PROVISIONS RELATING TO EXECUTION AND CLOSURE OF THE OPERATION

Article 12: Making the Simplified Information Note available The Simplified Information Note must only be made available to investors selected on the list attached to the CREPMF's registration decision for the operation. The Simplified Information Note cannot be made available to a circle of more than one hundred (100) investors so as not to reclassify the operation and expose it to sanctions provided for in this regard.

Article 13: Information on the progress of the operation The MIC responsible for placing the bonds is required to inform the Regional Council, on behalf of the issuer, on the progress of subscriptions, according to a periodicity specified in the operation's registration decision. Information on the operation's progress by the MIC includes the subscription level, intentions to extend or close the subscription period early, as well as difficulties encountered in conducting the operation and, where applicable, proposed solutions.

Article 14: Suspension of the operation
The Regional Council may at any time, after the operation's registration, suspend its execution for any reason likely to harm the proper functioning of the financial market or the investors' interest. The suspension of the operation impacts its initial closure date.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Article 15: Procedures for extending the subscription period Any request to extend the subscription period must be submitted for prior authorization by the Regional Council. The request must be addressed by the MIC, Lead Placement Agent of the operation, to the Regional Council, at the latest three (3) working days before the end of subscriptions. In case of extension of said period, the new deadline cannot exceed seven (7) working days. The extension of a subscription period can only be authorized once per operation. Furthermore, the Regional Council reserves the right to request any additional information in the framework of reviewing the extension request.

Article 16: Modification of the qualified investor list Following the operation's registration by the Regional Council, the list of prospective investors can only be modified after authorization, upon referral by the Lead MIC of the placement syndicate. Any request to modify the aforementioned list, by replacing or adding new subscribers, must be submitted at the latest three (3) working days before the closure of subscriptions. The Regional Council may request any additional information in the framework of reviewing the request.

Article 17: Issuance report
The MIC responsible for placing the securities is required to transmit to the Regional Council, on behalf of the issuer, an issuance report according to the format defined by Circular. The report must be transmitted to the CREPMF at the latest three (3) working days following the closure of the operation's subscription period.

TITLE 5: RETENTION OF SECURITIES IN DC/BR LEDGERS AND TRANSPARENCY OBLIGATIONS

Article 18: Retention of securities at the DC/BR In application of Article 111 of the General Regulation, the bonds issued must be held at the Central Depository/Settlement Bank (DC/BR) from their value date. The request for retention of the bonds is submitted by the Lead MIC to the DC/BR, at the latest three (3) working days before the date set for the operation's closure.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Article 19: Issuer transparency obligation According to a periodicity and format defined in the decision authorizing the operation, the issuer is required to transmit certain information to the Regional Council. Throughout the entire life of the bond, the Regional Council may conduct all necessary controls to ensure the issuer's compliance with the provisions governing the issuance of private placement corporate bonds and those contained in the Simplified Information Note. The MIC responsible for debt service must periodically report over the duration of the bond on the operation's functioning and the security mechanisms put in place to ensure debt service.

TITLE 6: FINAL PROVISIONS

Article 20: Registration commission for operations In application of UMOA Ministers' Council Decision No. CM/13/12/2011 of December 16, 2011, the Regional Council collects, for private placement corporate bonds issued on the Regional Market, commissions for:

• the registration of the operation;
• commercial documents, notably the Information Note.

Article 21: Procedures for setting the registration commission The operation's registration commission is defined proportionally to the amount of resources actually mobilized. The commission for the Simplified Information Note is fixed.

Article 22: Entry into force of the Instruction This Instruction, which will be published where necessary, repeals all prior and contrary provisions. It enters into force as of its signature date.

Signed in Abidjan, on 02 MAR. 2020

For the Regional Council,
The President

Mamadou NDIAYE

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Annex on Qualified Investors

a. Definition
The following are considered, by right, as qualified investors:

• commercial market participants, notably Management and Intermediation Companies, Management Companies for Collective Investment Funds (OPCVM) or Wealth Management acting for their own account;
• banks and financial institutions;
• insurance and reinsurance companies;
• mutuals and mutual unions and social providence or pension institutions;
• deposit and settlement, amortization or stabilization funds, sovereign wealth funds, investment companies, as well as alternative management funds.

Other qualified investors, notably natural persons and others, capable of understanding the merits and risks inherent in financial instrument or securities operations, are declared as such with the Regional Council, subject to compliance with the criteria provided for in point b.

b. Qualification Criteria
Qualified investors, other than those mentioned in point a, must meet two (2) of the following three (3) conditions:

• For natural persons
  • have held for at least two (2) years a position in the financial sector requiring knowledge of investment in financial instruments or securities;
  • hold a portfolio of securities or deposits with a total value equal to or greater than one hundred (100) million FCFA;
  • have carried out transactions on the stock market with a value of ten (10) million FCFA during the past year or at least five (5) transactions during the past quarter;
• For legal persons
  • have in their corporate purpose the possibility of making securities placements, managing securities, or holding a portfolio of participations;
  • be endowed with a paid-up share capital exceeding one (1) billion FCFA or minimum equity of two (2) billion FCFA;
  • have held a total balance sheet value of fifty (50) billion FCFA or an equivalent turnover of twenty-five (25) billion FCFA during the last two (2) years.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Any declaration to the Regional Council of a qualified investor referred to in point b must be mandatorily made by an MIC.
MICs conduct an evaluation aimed, among other things, at ensuring that the person referred to in point b meets the aforementioned criteria.

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Annex on the Registration Request Form for Private Placement Corporate Bonds Issued on the Regional Market

I- RESOURCE PERSON ON THE FILE IN THE MIC
Full Name	:	[ ]
Position	:	[ ]
Landline Number	:	[ ]
Mobile Number	:	[ ]
Fax Number	:	[ ]
Email Address	:	[ ]
What is the function of the CREPMF focal point?	:	[ ]
(To be described before checking the box)

II- IDENTIFICATION OF THE REQUEST
File Name	:	[ ]
Nature of the Operation	:	[ ]
Issuer Name	:	[ ]
Arranger Identity	:	[ ]
(To be described before checking the box)

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

III- BRIEF PRESENTATION OF THE ISSUER
Questions	Information Elements
Activity Sector	....................................................................................
Legal Form of the Entity Conducting the Operation on the Regional Financial Market	....................................................................................
Share Capital	....................................................................................
Company Creation Date	....................................................................................
Identities of Management (Chairman of the Board of Directors (PCA) and Chief Executive Officer)	....................................................................................
Number of Full and Alternate Statutory Auditors (Are the Statutory Auditors approved by CREPMF?)	....................................................................................
Shareholding Structure
Shareholders representing more than 10% of the company	Share Type	Number of Shares	Percentage of Capital	Percentage of Voting Rights	[ ]
Brief Description of the Issuer's Activity:	....................................................................................
	....................................................................................
Is the Issuer rated by a Rating Agency?	....................................................................................
	....................................................................................
Information on the Issuer's subsidiaries and participations available?	....................................................................................
	....................................................................................
History of fundraising on the regional financial market available?	....................................................................................
	....................................................................................

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

Key Financial Indicators of the Issuer (Years N)		[ ]
Total Balance Sheet	....................................................................................	[ ]
Equity	....................................................................................	[ ]
Financial Debt	....................................................................................	[ ]
Net Income	....................................................................................	[ ]
Self-Financing Capacity	....................................................................................	[ ]
(To be filled before checking the box to validate the section)

Joseph ANOMA Avenue 01 P.O. Box: 1878 Abidjan 01/Côte d'Ivoire presidence@crepmf.org TEL.: (225) 20215742/20215179 Fax: 20221657 www.crepmf.org

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Instruction No. 47/2011/CREPMF/ (Revised)

| IV- LEGAL INFORMATION