This is in accordance to Regulation No. COBAC R-2016/02 relative to the changes in the status of credit institutions.
Change of control: any transaction by which a natural person or legal entity, or a group of persons acting together, acquires or disposes of a fraction of the capital which gives it or causes it to lose the power of effective control over the management of the establishment.
Merger: any operation whereby two or more credit institutions decide to merge into a single institution. A merger may give rise either to the creation of a new entity or to the absorption by one institution of all the other entities.
Significant Shareholding: holding shares representing at least 5% of the share capital or voting rights of the credit institution.
Effective Control: the holding by a shareholder or group of shareholders of voting rights which are sufficiently important to be in a position to impose its will or its power at general meetings and, in so doing, to exercise exclusive control, joint control or significant influence over the management of the credit institution within the meaning of Article 62 of COBAC Regulation R-2003/01 of 15 January 2003 on the organization of accounts of credit institutions. Control is presumed to be effective when the voting rights held directly or indirectly represent at least one-fifth of the voting rights.
Split: any operation by which the assets of a credit institution are divided into several fractions, of which forms the assets and liabilities of a new entity.
The voting rights held by a person are treated in the same way as the voting rights held by:
- Other persons on behalf of that person;
- Companies under the effective control of that person;
- A third party with whom that person is bound by a shareholder’s agreement;
- That persons ascendants, descendants, spouses, brothers, sisters and other relatives up to the 4th degree.
A person’s voting rights also include the rights which that person or any of the above-mentioned persons is entitled to acquire on its own initiative by virtue of an express, tacit, public or concealed agreement.
Persons who have entered into an express, tacit, public or concealed agreement with a view to acquiring or transferring voting rights or with a view to exercising rights in order to implement a common policy with regard to the establishment are deemed to be acting together. Such an agreement is presumed to exist:
- Between a company, the chairman of its board of directors and its general managers or members of its management board or its managers or directors,
- Between a company and the companies over which it directly or indirectly exercises effective control,
- Between companies under the effective control of the same person or persons.
Changes which a credit institution plans to make to its legal situation and which concern one of the elements on the basis of which it has been approved are considered to have a significant effect on the situation of a credit institution and require prior authorization from the Banking Commission. These changes concern in Particular:
- Change, extension or restriction of the type of authorized activities,
- Merger or demerger of the establishment,
- The sale of the business,
- Partial disposal of assets representing at least 25% of the establishment’s total balance sheet,
- An increase in the establishment’s share capital,
- Change of control,
- The acquisition or sale of a significant stake in the establishment’s capital,
- The opening of a subsidiary or branch outside the CEMAC region,
- Opening a representative, information or liaison office in a CEMAC state or outside CEMAC,
- Acquisition of shareholdings in entities outside CEMAC.