COTE D’IVOIRE LAW AND PRACTICE Contributed by: Abdourahim Bodeen Diallo, Albert Dione, Tokpanan Doré, Joane-Dominique Bah, Thierno Moustapha Diallo, Mamadou Billo Barry and Nasrine Akrah, Thiam & Associés
For large corporations and state-backed projects, capital markets financing is increasingly used to com - plement traditional bank lending, particularly through corporate bonds and syndicated loans, while smaller enterprises primarily rely on bank loans and microfi - nance institutions. Overall, access to financing in Côte d’Ivoire is improving, but businesses often need to combine multiple funding sources to support expan - The capital markets framework is governed by region - al securities legislation and market regulation, notably the General Regulation of the Regional Financial Mar - ket of UEMOA, various AMF-UEMOA circulars and decisions, and the BRVM’s own rules and instructions for listing and disclosure. sion and investment plans. 5.2 Securities Regulation Issuers seeking to offer securities to the public across the WAEMU region must prepare a prospectus approved by the Regional Council for Public Savings and Financial Markets, and are subject to ongoing dis - closure requirements designed to enable investors to assess the issuer’s financial condition, rights attached to securities and the purpose of the offering. Listing on the BRVM is subject to specific admission criteria that vary by market segment. For example, action issuers must meet minimum thresholds related to capitalisation, operating history and free float, and must adopt transparent financial reporting and gov - ernance practices, while issuers of bonds must satisfy nominal value and dematerialisation requirements. For a foreign investor, exposure to applicable securi - ties laws depends on the nature of the investment. A private acquisition of a non-listed company does not, by itself, trigger a requirement under securities laws to register or publicly disclose the investment with securities regulators. However, if a transaction involves a public offering or listing of securities on the BRVM, or results in share - holdings that require disclosure under the market rules (for example, when thresholds are crossed by a listed issuer), then securities law obligations arise, includ - ing prospectus requirements, public disclosure and
possible mandatory offer obligations under regional securities regulations. In all cases involving public offers or trading on the BRVM, issuers must comply with ongoing reporting obligations, maintain adequate market governance, and ensure that investors receive timely and accu - rate information. Foreign investors purchasing securi - ties on the BRVM typically do so through authorised intermediaries such as broker dealers or investment advisers and must comply with any applicable inves - tor protection rules and holding disclosure require - ments under the regional regime. When Securities Law Obligations Arise for Foreign Investors • Private acquisition of non-listed companies – mini - mal impact; standard corporate law applies. • Investment in listed companies – notification required for shareholding thresholds (eg, 5%, 10%, or 25%); potential mandatory offer obligations, and ongoing disclosure. • Public offerings of shares or bonds – prospectus approval by CREPMF required; full compliance with BRVM listing rules and ongoing reporting. • Cross-border transactions – foreign investors must comply with local rules only if the investment involves public offerings or listed securities; use of authorised intermediaries is recommended. 5.3 Investment Funds To the authors’ knowledge, even if the FDI is made through investment funds, it is treated the same as otherwise. The same legal framework that applies to other foreign investors, mainly under the Investment Code, is applicable. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Mergers In Côte d’Ivoire, all FDI and merger transactions are subject to a notification requirement. The Investment Code provides for either an approv - al regime, applicable to projects exceeding certain
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