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The issuer’s guide

It happens that at certain stages in the life of a business, the need arises to be listed on the stock market. Being listed on the Stock Exchange has certain advantages. First, it is to be able to access new resources for financing the activity in return for shares or bonds of the company. It is also offering a certain liquidity to shareholders by allowing them to access a market where exchanges are facilitated. Finally, it helps to increase the reputation of the company.

Being listed on the BRVM requires an approach, compliance with admission conditions, provision of required documents and compliance with information obligations.

The most important step for the company is to make an informed decision on its IPO (Initial Public Offering) and based on objective reasons such as the need to raise funds to finance the activity or the need to increase reputation and notoriety. Indeed, being listed on the stock exchange is often for a company a sign of a certain maturity in governance, in particular because the listed company is subject to the obligation to periodically and regularly inform about its financial situation and all important events.

The decision to go public must be voted on by the Extraordinary General Assembly.

Once this step has been completed, the company must appoint a management and intermediation company which will ensure the structuring of the operation and the fundraising.

The structuring makes it possible to perform all the necessary due diligence in order to obtain the authorization to carry out the transaction. Indeed, to call on the stock market is to make a public offering and this type of operation requires the prior approval of the regulatory authority, the Regional Council for Public Savings and the Financial Market (CREPMF ). It is once this visa has been obtained that the actual fundraising can be carried out by raising funds from the investing public in return for the issuance of the company’s securities. Then follow the registration and admission to listing of the issued securities. The company will then be officially listed with an acronym and a code to identify it and trade its securities on the BRVM market.

Criterias 1st compartment 2nd compartment 3rd compartment
Legal form Public Limited Company Public Limited Company Public Limited Company
Minimum share capital 100 million FCFA 100 million FCFA 10 million FCFA
Market capitalization > 500 million FCFA > 200 million FCFA N/A
Minimum period of activity 5 years 2 years 2 years
Certified account history 2 years 2 years 2 years
Net margin on sales 3% in each of the last three years N/A N/A
Minimum distribution of capital to the public (free float) 20% must match or correspond to a minimum volume that varies between 2 and 10 million shares, depending on the market capitalization of the company 20% must match or correspond to a minimum volume that varies between 2 and 10 million shares, depending on the market capitalization of the company 10% must correspond to a minimum of 500,000 shares
Dissemination of financial information Events, quarterly, semi-annually, annually Events, semi-annually, annually
Market facilitation agreement Obligatory Obligatory Obligatory
Business Plan N/A N/A Required (Over a minimum of 3 years)
Listing Sponsor N/A N/A Required
Criterias Bond market
Minimum Number of Securities on Issue ≥ 25 000 securities
Nominal Value of the Issue ≥ 500 millions FCFA
Minimum Period of Activity Not required
Certified account history Not required
Net margin on sales or turnover Not required
Evolution of sales or ternover Not required
Market facilitation agreement Required
Dematerialization of securities Required
Guarantee to be provided - Financial Rating - In the absence of a score higher than Investment grade, a guarantee from an approved practitioner
Stock market Stock market Marché des actions Bond market
List of documents to provide 1st Comp. 2nd Comp. States Companies
A request for admission to listing addressed to the BRVM Required Required Required Required
A letter of commitment from the issuer Required Required Required Required
An Information Note Required Required Required Required
The articles of incorporation of the issuer Required Required Required Required
Certified accounts of AGOs and AGEs relating to the last three (3) financial years Required Required Not required Not required
Certified account history 5 years 2 years Not required Not required
The Resolution of the General Assembly or the Decision of the body that authorized the transaction Required Required Required Required
The Benefits stipulated for the benefit of the Founders, Directors and any other person Required Required N/A N/A
CREPMF Visa(s) Required Required Required Required
A list of Shareholders who have acquired or subscribed for securities of the issuer in the twelve (12) months preceding the admission request and the conditions for carrying out transactions Required Required N/A N/A
A copy of the placement, underwriting or guarantee contract signed between the issuer and the SGI (s) responsible for distributing the securities to the public Required Required Required Required
Draft press releases, inserts and advertisements intended for the written press as well as any other information to be disseminated to the public, including, where applicable, scripts or texts for radio or television announcements Required Required Required Required
Six (6) copies of the admission file Required Required Required Required
The issue report Required Required Required Required
The logos of the issuer and the SGI leading the placement Required Required Required Required
The Notice of Registration of securities in the books of the Central Custodian Required Required Required Required
Proof of payment of the costs inherent in the presence of the security on the quotation N/A N/A Required Required

Listed companies have an obligation of information and transparency vis-à-vis their investors. To do this, they must publish periodic and permanent information.

Periodic information obligations

Listed companies have an obligation of information and transparency vis-à-vis their investors. To do this, they must publish periodic and permanent information.

Periodic information obligations

Annual publications

Information Publication deadline
A table of activities and results; where applicable, the same documents as those designated above, drawn up in consolidated form No later than March 31 of each year
Non-certified provisional summary financial statements (and possibly consolidated summary financial statements) No later than April 30 of each year
The profit allocation project No later than April 30 of each year
The certified and approved summary financial statements (and possibly the consolidated summary financial statements) Within 45 days of the approval of the financial statements by the AGO or the AGE
La décision d’affectation du résultat Within 45 days of the approval of the financial statements by the AGO or the AGE
The reports (general and specific) of the statutory auditors Within 45 days of the approval of the financial statements by the AGO or the AGE
The minutes of each of the ordinary and extraordinary GAs As soon as they are written
Certified annual financial statements As soon as they are written
The annual management report As soon as they are written
The capital composition declaration document No later than August 31 of each year

Semi-annual publications

Information Publication deadline
The activity report for the first semester certified by the auditors Four months after the end
-Half-yearly sales forecasts and earnings trends -The attestation of the statutory auditors -The half-year report on the liquidity contract of the 1st semester

Quarterly publications

Information Délai de publication
The main indicators (turnover, net income, etc.) and a comment from the management of the company on the development of the activity and the probable impact on the results 1 month after the end of the 1st and 3rd trimester

Permanent information

Permanent information can be considered as any information that may have an impact on the life of the company: change of management, acquisition of a stake, loss of an important client, new markets; etc.

The issuer is required to inform its investors as soon as possible.

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