ETHIOPIA Law and Practice Contributed by: Getu Shiferaw, Mehrteab Leul, Michael Sebsibe and Debora Belachew, Mehrteab & Getu Advocates LLP (MLA)
document, as applicable; and (iii) accompanying infor - mation/documentation such as: • a copy of the certificate of commercial registration; • copies of the business licences and, if applicable, investment permits of the issuer, as issued by the relevant government organ; • an authenticated copy of the memorandum of association of the issuer and other applicable incorporation documents, including amendments thereof, indicating the shareholders, board of direc - tors and capital of the issuer; • where applicable, the appropriate tax documenta - tion; • a certified copy of the resolution(s) of the share - holders or board of directors authorising the offer of the securities, as applicable; • a certified copy of the resolution(s) of sharehold - ers passed at an extraordinary general meeting authorising the increase in capital or the issuance of securities, as applicable; • a certified copy containing the details of the board of directors, as applicable; • a no-objection notice from the issuer’s primary regulator where the issuer is a financial institution or whenever the ECMA deems it necessary; • a copy of the annual report for the preceding three years, signed by the chair of the board of directors, disclosing the audited financial statements and the amount of capital of the company, clearly showing the issued and paid-up capital; • a valuation report issued by the transaction adviser on the securities to be issued or offered; • a summary and copies, where required, of the issuer’s material contracts; • a schedule of pending claims and litigation, if any, affecting the issuer; • an external independent legal opinion; • a summary and copies of agreements with under - writers, transaction advisers and other agreements entered into with professional parties in respect to
• evidence of an escrow account opened for sub - scription monies in a financial institution licensed by the NBE; and • where the prospectus indicates that the securities are to be listed on a licensed securities exchange, a letter of provisional approval of the listing from the licensed securities exchange – in the absence of a provisional approval, the issuer shall include in the prospectus a clear indication of the current status, steps required to obtain a listing and how it will meet the listing requirements of the securities exchange. 7.3 Producing Financial Statements There is no law that specifically requires bidders to disclose financial statements prepared in accordance with the acceptable standards, although the bidder would be required to disclose the relevant informa - tion for approval from the ECMA, including a financial statement. However, since public M&A have not yet occurred in Ethiopia, all the information that will be requested by the ECMA is not known. 7.4 Transaction Documents The disclosure of transaction documents is not spe - cifically regulated in Ethiopia. However, it is necessary to disclose transaction documents that constitute rel - evant information. Under Ethiopian law, only share companies are required by law to have a board of directors. Another type of company, the private limited company, is not required to have a board of directors but can have shareholders. Under Ethiopian law, directors: • are responsible for exercising the duties imposed on them by law, memorandum of association and the resolutions of general meetings of sharehold - ers; • are responsible for managing the company accord - ing to the law, its memorandum of association and shareholder resolutions, including but not limited to 8. Duties of Directors 8.1 Principal Directors’ Duties overseeing finances, governance and risk man - agement, providing information to the supervisory
the securities being registered; • the written consent of experts;
• a schedule of estimated expenses and fees pay - able to all external professional parties related to the registration and the offer;
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