Instruction No. 52/2017 Applicable to Issuers Making a Public Offering for Admission to the Third Market Segment of the BRVM

Union Monétaire Ouest Africaine crepmf
Conseil Régional de l'Epargne Publique et des Marchés Financiers

INSTRUCTION NO. 52/2017

APPLICABLE TO ISSUERS MAKING A PUBLIC OFFERING FOR ADMISSION TO THE THIRD MARKET SEGMENT OF THE BRVM

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, particularly its Annex on Composition, Organization, Operation and Powers of the Regional Council,

Having regard to the General Regulation on the Organization, Operation and Supervision of the Regional Financial Market of the UMOA, dated November 28, 1997,

Having regard to the OHADA Uniform Act on Commercial Company Law and Economic Interest Groups dated January 30, 2014,

Having regard to the Council's resolutions at its 71st ordinary session on August 10, 2017,

HEREBY ADOPTS:

CHAPTER I - CONDITIONS FOR PUBLIC OFFERING FOR ADMISSION TO THE THIRD MARKET SEGMENT OF THE BRVM

Article 1
Any company applying for admission to the Third Market Segment via a Public Offering must:
(i) prepare an Information Note, subject to the mandatory visa of the Council; (ii) appoint a Management and Intermediation Company (SGI) as lead manager of the securities placement syndicate; (iii) appoint a Listing Sponsor responsible for preparing the candidate company, structuring its file, providing support and post-admission monitoring.

Article 2
The Information Note must contain all information and statements as indicated in the annex to this Instruction.
The Information Note approved by the Council must be widely disseminated across the territory of the Member States. It must be made available to investors at the registered office of the candidate company for admission to the Third Market Segment, on the BRVM website, and on any other communication medium of the company.

Article 3
The visa application file includes:

• a certified copy of the extract from the Commercial and Movable Credit Register dated less than three months;
• a certified copy of the articles of association or any other document serving as such;
• the minutes of the General Assembly or the decision of the duly authorized body authorizing the operation;
• the certified financial statements for the last two financial years, prepared in accordance with current accounting and financial information standards;
• the last two activity or management reports;
• the last two general and special audit reports approved by the Ordinary General Assembly reviewing the financial statements;
• the minutes of the Ordinary General Assemblies approving the financial statements for the last two years;
• the last two verification reports from the supervisory authority for entities subject to approval, authorization or license, and the issuer's responses;
• the Information Note;
• the SGI mandate letter for monitoring and supporting the issuer;
• the issuer's valuation report;
• a three (3) year Business Plan;
• the draft subscription form;
• any other document requested by the General Secretariat of the Regional Council during file processing.

Article 4
The Council may commission independent experts to conduct any audit deemed necessary at the expense of the requesting issuer.

Article 5
Any company applying for admission to the Third Market Segment via a Public Offering may obtain a credit rating from a rating agency duly approved by the Council.

Article 6
When the Public Offering is not completed within three (03) months after the date of obtaining the Council's visa, the information note must be updated and resubmitted to the General Secretariat of the Council for approval before dissemination.

Article 7
The lead SGI is required to inform the Council, on behalf of the issuer, about the progress of the operation, according to a frequency specified upon visa issuance.

Article 8
Granting the visa is subject to payment of a commission in favor of the Council, the amount of which is determined by Decision of the UMOA Council of Ministers. The visa for advertising documents related to operations subject to the Council's authorization also entails the collection of a commission, the amount of which is fixed by Decision of the UMOA Council of Ministers.

II. Operation Procedure

Article 9
The Council may, at any time after issuing its visa and during the securities placement period, suspend the operation for serious grounds such as the disclosure of incomplete or incorrect information likely to affect subscribers' interests. This provisional suspension becomes final if the issuer fails to respond within ten (10) working days after notification. These grounds are immediately brought to the attention of the issuer and the public.

CHAPTER II - LISTING ADMISSION

Article 10
The BRVM listing application file must be transmitted by the BRVM to the Council, which has seven (07) working days from the date of referral to exercise its veto. The Council ensures the file's compliance with criteria defined by the Regional Securities Exchange (BRVM) for listing securities. The Council reviews listing applications for listed securities by proceeding to:

• the identification of the issuer;
• the existence of a CREPMF-approved information note dated less than three (3) months;
• the analysis of any potential event or risk that could impact the stock market listing.

Article 11
The Council's veto on the stock market listing is notified by a reasoned decision.

Article 12
When listing admission follows a Public Offering, the Council ensures the operation's closure, confirmed by the submission of a subscription report and payment of visa commissions. The Council further ensures that no information exists likely to pose serious risks to investors.

CHAPTER III - OBLIGATIONS FOR PUBLISHING PERIODIC AND ONGOING INFORMATION

Article 13
The issuer whose securities are admitted to the Third Market Segment is required to publish periodic and ongoing information.

I. Periodic Information

Annual Information
The issuer whose securities are admitted to the Third Market Segment is required to publish in the Official Listing Bulletin of the Regional Securities Exchange (BRVM) 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 Assembly of shareholders, the certified financial statements, accompanied by audit reports and the minutes of said General Assembly.

Semi-annual Information
The issuer whose securities are admitted to the Third Market Segment is required to publish in the Official Listing Bulletin and in a newspaper authorized to receive legal notices, within three (3) months following the end of the first semester, an activity and results statement as well as a semi-annual activity report accompanied by an auditor's certificate on the accuracy of the information provided.

II. Ongoing Information
The issuer whose securities are admitted to the Third Market Segment is required:
a) to publish within 15 days any significant new event occurring in its business sector likely to significantly affect its solvency; b) to publish without delay any major change in its management team; c) to notify the Council of any proposed amendment to its articles of association, whether or not it affects shareholders' rights, no later than when convening the deliberative body; d) to inform shareholders of General Assemblies and enable them to exercise their voting rights in accordance with current financial market legal and regulatory provisions; e) to inform shareholders of dividend payments, new share issuance, allocation, subscription, waiver and conversion operations in accordance with current financial market legal and regulatory provisions; f) to inform the Council of changes in capital distribution compared to previously published data; g) to publish within 10 days any crossing of thresholds in capital or voting rights, at levels of 10%, 20%, 33.33%, 50% and 66.66% by a shareholder acting alone or in concert; h) to publish without delay any modification of rights attached to different categories of shares; i) to promptly inform the Council of any judicial decision affecting the company's operations.

Article 14
Issuers whose securities are listed on the Third Market Segment of the BRVM must publish, without delay, in the Official Listing Bulletin and in a newspaper authorized to receive legal notices, in the form of press releases, any information likely to influence their share price.

Article 15
This Instruction takes effect upon signature and will be published as needed.

Done in Abidjan, November 15, 2017
The President
Mamadou NDIAYE

ANNEX: TEMPLATE FOR THE INFORMATION NOTE OF ISSUERS ELIGIBLE FOR THE THIRD MARKET SEGMENT

The Information Note must contain all information as indicated below:

1. General Information regarding the issuer
   1.1 the name or corporate title
   1.2 legal status
   1.3 registered office
   1.4 business description
   1.5 list of corporate officers, with their first and last names, titles, addresses, etc.
   1.6 share capital amount, as well as the identity and business description of shareholders each holding more than 10% of capital
   1.7 certificate from the Information Note officer
   1.8 certificate from the Statutory Auditors on the financial information contained in the note.

2. Operation Characteristics
   2.1 amount of the proposed operation and number of securities to be issued
   2.2 type of securities (shares, bonds, etc.)
   2.3 form of securities
   2.4 par value and issue price
   2.5 tax treatment applicable to securities
   2.6 indicative holding period
   2.7 purpose of the operation and detailed description of projects to be financed, specifying their nature, amount, implementation timelines, etc.
   2.8 competent courts in case of dispute
   2.9 latest rating report, if applicable
   2.10 supplementary information below, when issuing debt securities:

• the security name
• nominal interest rate and term
• repayment schedule
• interest accrual date
• redemption clauses, if applicable
• guarantees offered, if applicable.

3. Accounting Information
   3.1 certified financial statements for the last two years
   3.2 projected operating accounts for the five years following the year of file submission, or alternatively, the issuer's financial outlook
   3.3 indication of the existence, if applicable, of founder's shares, preferred shares, convertible bonds, etc.

The Information Note must contain the following warning:
"The granting of the visa by the Council does not imply approval of the operation's suitability, nor authentication of the presented accounting and financial elements, nor guarantee or certification of the disseminated information. The visa-eligible information note is prepared under the sole responsibility of the issuer, and the visa is granted only after verifying that this information note is complete and understandable, and that the information it contains is relevant and coherent in light of the operation proposed to investors. The Council's visa does not constitute a guarantee against the risk of non-repayment of securities whose public offering is thus authorized".