SIERRA LEONE Law and Practice Contributed by: Gelaga King, Eku Williams, Robert Koroma and Valentina Coker, GPKLegal
7. Disclosure 7.1 Making a Bid Public
ditions to be disclosed to all market participants. In mining or energy deals, government clearance may be needed. 6.5 Minimum Acceptance Conditions Ownership of 40% of the voting rights of a company is the level at which effective control is obtained. 6.6 Requirement to Obtain Financing A business combination in Sierra Leone can be con - ditional on the bidder obtaining financing. Such con - ditions are common in cash-heavy deals, especially with foreign buyers reliant on loans or parent funding. 6.7 Types of Deal Security Measures Bidders in Sierra Leone can seek deal security meas - ures like break-up fees or non-solicitation provisions, although these are uncommon. Break-up fees can be used to compensate failed bids, while non-solicitation clauses are commonly used in mining deals. Match rights or force-the-vote provisions are rare due to the size of the market. A bidder is able to include standard provisions to protect their interests. There have been no changes in the regulatory environment that have impacted the length of interim periods. 6.8 Additional Governance Rights A bidder not seeking full ownership can negotiate governance rights like board seats or veto powers over major decisions. This can be secured via share - holder agreements. Rights to appoint key executives or access financial data are common in joint ventures, especially in the mining industry. 6.9 Voting by Proxy Shareholders in Sierra Leone are expressly permitted by statute to vote by proxy. 6.10 Squeeze-Out Mechanisms Squeeze-out mechanisms are not commonly used in Sierra Leone. 6.11 Irrevocable Commitments It is not common to obtain irrevocable commitments to tender or vote from principal shareholders of the target company.
A bid in Sierra Leone becomes public when defini - tive agreements are signed, with private companies notifying the NIB. For publicly listed companies, although rare, there may be an earlier announcement, often at negotia - tion commencement. Due to the size of the market, underdeveloped capital markets and the limited stock exchange, there are very few public takeovers that require the development of a cogent procedure for making bids public. 7.2 Type of Disclosure Required Issuing shares in a Sierra Leone business combination requires disclosing the number, price and purpose to the NIB, via filings. Public companies may file detailed prospectuses with the Sierra Leone Securities and Exchange Commission, outlining impacts on capital structure to protect investor interests. 7.3 Producing Financial Statements Bidders need to provide IFRS accounts in their dis - closure documents. 7.4 Transaction Documents Full disclosure of transaction documents is not man - datory in Sierra Leone. Private deals require only summary filings with the NIB, while public companies may need to submit key terms to the Securities and Exchange Commission. Confidentiality prevails unless regulators or shareholders demand full transparency, balancing openness with commercial sensitivity.
8. Duties of Directors 8.1 Principal Directors’ Duties
The principal directors’ duties in a business com - bination are to act in the best interests of the com - pany and its shareholders, and to consider whether a particular transaction is in the best interests of the company. Their responsibilities include ensuring that the transaction is conducted transparently, obtaining independent advice and diligently managing conflicts of interest.
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