According to article 86 of the OHADA Law of 2014, any company which makes a public offering shall, beforehand, publish in the State party of the headquarters of the issuer and, if applicable, in other States parties where the public is solicited, a document for the public information. The said document shall contain all the information that, taking into account the special nature of the issuer and the securities offered to the public or admitted to trading at a stock exchange of a State party, is necessary to enable investors to make an informed appraisal of assets, the financial situation, profits and losses, and prospects of the issuer and potential guarantors, as well as the rights attached to those securities. Such information shall be defined by the competent authority of each State party and presented in a simple and understandable form.
The disclosure document shall include a summary that provides key information in simple and concise language and in the language in which the information document was prepared.
The summary shall be drawn in a standard form for the same stock exchange and presented in a simple and understandable form. It shall also contain relevant information on the securities concerned.
Furthermore, the summary shall contain a warning to the reader stating that:
- It should be read as an introduction to the disclosure document;
- Any decision to invest in securities should be based on a comprehensive review of the disclosure document by the investor;
- The persons who have submitted the summary shall be held liable should the content of the summary be misleading, inaccurate, or inconsistent with other parts of the disclosure document or should it fail to provide essential information to enlighten investors in their
the decision to invest in such securities, when it is read in combination with the other parts of the disclosure document.
In the event a company makes a public offering in a State party other than the one where its headquarters is located, the disclosure document submitted to the authorities referred to in article 90 of the Law shall contain information specific to the stock exchange of that State party.
Such information shall relate, among other things, to income tax regime, institutions that provide the financial service of the issuer in that State party, as well as the procedures for publishing notices to investors.
The disclosure document shall contain a full presentation of guarantors referred to in article 85 of the law, that provide the same information as the company whose securities are being offered, with the exception of those relating to securities being offered to the public.
The competent authority of the State party of the headquarters of the issuer may exempt the issuer to include in the disclosure document certain information provided for in this uniform Act where it believes that:
1) such information is of lesser importance and is unlikely to influence the appraisal of the assets, the assessment of the financial situation, the performance or prospects of the issuer;
2) disclosure of such information is contrary to public interest;
3) disclosure of such information may cause serious harm to the issuer provided that such omission is not likely to mislead the public on facts and circumstances which are essential to an informed appraisal of the potential issuer, offeror or guarantor, if any, as well as rights attached to securities on which the disclosure information is about;
4) The bidder is not the issuer and is unable to have access to such information;
5) such information is of lesser importance solely for a specific offer or for admission to trading on a specific stock exchange of a State party and is unlikely to influence the assessment of the financial situation and prospects of the issuer, offeror or guarantor, if any.
The disclosure document may refer to any other disclosure document approved by the authorities referred to in article 90 of the law less than one (1) year from the date when the said approved document was drawn for securities of the same category and contains the latest approved annual financial statements of the issuer and all the information required under articles 87 and 88 of the law.
The approved disclosure document shall then be completed by an operation memorandum which shall include:
1) Information on the securities being offered;