CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Kevin Djomgoue and Cecile Bella, Amadagana & Partners
3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments The most significant legal development over the past three years has been the change in share capital of credit institutions by the CEMAC legislature in accord - ance with Article 2 of COBAC Regulation R-2025/02 setting the minimum share capital for credit institu - tions, which has increased from XAF10 billion to XAF25 billion. This reform compels small banks or those with limited local liquidity to source strategic partners, merge or accept takeovers by larger banking groups in order to comply with the new prudential requirements. 3.2 Significant Changes to Takeover Law There have been no significant changes to the takeo - ver law in the past 12 months, and no review is cur - rently underway, as far as is known. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Under current legislation, a bidder may hold a stake in the target company before launching an offer. How - ever, given the embryonic state of the CEMAC stock market, there are no standard acquisition strategies. 4.2 Material Shareholding Disclosure Threshold Under the Central African Financial Market Superviso - ry Commission (COSUMAF), shareholders of publicly traded companies who cross a 5% threshold in share capital ownership or voting rights are required to file The minimum capital of a company, the securities of which are listed on the stock exchange of one or more Contracting States, or which makes a public call for the placement of its securities in one or more Contracting States is XAF100 million pursuant to the Ohada Uniform Act on Commercial Companies. In addition, a company can rightfully put a threshold on this amount in its by-laws. a declaration with the (COSUMAF). 4.3 Hurdles to Stakebuilding
On the other hand, the COSUMAF does not provide for the option of higher or lower reporting thresholds. As it stands, there is no further hurdles for stakebuild - ing in Cameroon at the date of writing. 4.4 Dealings in Derivatives In accordance with the provisions of Article 410 (e), Article 411 (2) and Article 413 (c) of the COSUMAF General Regulations of 23 May 2023, dealings in derivatives are allowed. They include instruments traded on regulated markets as well as over-the-coun - ter instruments, provided that the latter meet liquid - ity and daily valuation criteria. These transactions are strictly regulated by counterparty risk limits (capped at 5% or 10% depending on the nature of the partner institution) and by an overall concentration limit per entity that may not exceed 20% of assets. 4.5 Filing/Reporting Obligations Article 744 paragraph 6 of the OHADA Uniform Act on Commercial Companies ultimately stipulates that “public limited companies may also enter into finan - cial contracts also known as ‘forward financial instru - ments’, where applicable under the conditions set by the competent authority of each contracting state”. Also known as derivatives, forward financial instru - ments can be understood as over the counter (OTC) contracts, customised between two parties, where one party undertakes to buy or sell the underlying asset at a price set on a given date in the future. In accordance with Articles 415 (4), 597 and 602 of the General Regulations of the Central African Financial Market Supervisory Commission of 23 May 2023, the reporting requirements for derivatives are as follows: • daily reporting – the Central Depository must report account balances and settlement suspensions to COSUMAF on a daily basis, including over-the- counter derivative positions; • financial disclosure – funds must disclose the level of fees and commissions related to their assets (including derivatives) in their disclosure docu - ments and annual reports; • compliance reporting – an annual report must be filed with COSUMAF before 31 March to certify
252 CHAMBERS.COM
Powered by FlippingBook