Where bonds are issued through public offerings in one or more States parties, the issuing company shall complete in these States parties, prior to the opening of the subscription and before any publication, the formalities referred to in articles 842 to 844 of the OHADA Law of 2014.
The company shall publish, in newspapers authorized to publish legal notices, a notice containing, in addition to information stipulated in article 257-1 of same law, the following information:
1°) A brief description of the company’s purpose;
2°) The normal expiration date of the company;
3°) The unredeemed amount of bonds issued beforehand and guarantees covering them;
4°) The amount, at issuance, of bonds guaranteed by the company, and where applicable, the secured portion of these loans;
5°) The issue price;
6°) The nominal value of bonds to be issued;
7°) The rate and method of interests calculation and other proceeds as well as the terms of payment;
8°) The period and repayment terms as well as potentially the conditions for repurchase of bonds;
9°) Guarantees conferred, where applicable, to bonds.
The notice shall bear the company seal.
The following shall be appended to the notice referred to in article 842 of the law:
1°) A copy of the latest balance sheet approved by the general meeting of shareholders, certified as true by the company legal representative;
2°) Where the balance sheet was adopted at an earlier date of more than ten (10) months from the beginning of the issuance, a statement of assets and liabilities of the company dating back ten (10) months at the most and prepared under the responsibility of the board of directors or managers, as the case may be;
3°) Information on the company position since the beginning of the current fiscal year and, where applicable, of the previous fiscal year if the ordinary general meeting tasked with adopting the summary financial statements has not yet been held.
If a balance sheet has not yet been established, the notice shall state so.
Annexes stipulated in paragraphs 1°) and 2°) of this article may be replaced, as appropriate, by mentioning the publication in newspapers authorized to publish legal notices of the last balance sheet or a provisional balance sheet adopted at an earlier date of ten (10) months at the most from the date of issue, when this balance sheet or provisional balance sheet has already been published.
The prospectus containing the information on bond issuance shall reproduce the information of the notice referred to in article 842 of the law, state the issue price, and indicate the publication of the said notice in the newspaper authorized to publish legal notices with reference to the issue in which it was published.
Posters and notices in newspapers shall reproduce the same information or at least an extract thereof with reference to the notice and identification of the newspaper authorized to publish legal notices in which it was published.
Bondholders’ meeting
Before the meeting of bondholders, the notice of a meeting to bondholders published in newspapers authorized to publish legal notices in the State party of the headquarters location and, where appropriate, of other States parties where a public offering has been made shall contain the following information:
1°) The company name followed by, if applicable, the acronym of the company;
2°) The type of the company;
3°) The amount of its capital;
4°) The address of the headquarters;
5°) The registration number of the company with the registry of commerce and securities;
6°) The meeting agenda;
7°) The meeting day, time, and venue;
8°) Where applicable, the venue (s) where bonds have to be lodged so as to have the right to participate in the meeting;
9°) The identification of bonds subscribed for by the bondholders whose group is called to the meeting;
10°) The name and address of the person that took the initiative of the invitation and the capacity in which he is acting;
11°) Where applicable, the date of the court decision appointing the agent in charge of calling the meeting.