CAMEROON Law and Practice Contributed by: Lynda Amadagana, Elise Ngo Nyobe, Victorine Epee-Vallet and Cecile Bella, Amadagana & Partners
(BVMAC) by comparing all buy and sell orders placed by brokerage firms (see Article 32 of the BVMAC Regulations: “The price of a security is determined by comparing all buy and sell orders placed by brokerage firms.” ) As regards the administrative conditions for acceptance, it should be noted that, accord - ing to Article 23 of the BVMAC Regulations, all takeover bids must include: • an indication of the purpose of the transac - tion (purchase); • a description of the securities involved in the transaction; • the number of securities to be traded; • the price or indication of the limit; • the period of validity; and • the customer account number or references. 6.6 Requirement to Obtain Financing There is no legal requirement to obtain financing prior to a business combination. However, the parties may agree to do so. 6.7 Types of Deal Security Measures In respect of deal security measures, the COSUMAF General Regulations (Article 236) provide for a general price guarantee procedure applicable to any purchaser of a block of shares, the details of which have yet to be determined. Moreover, in the absence of any provision to the contrary, and provided that the offeror and the target company ensure that their acts, deci - sions and declarations do not have the effect of compromising the equal treatment or informa - tion of the holders of securities of the compa - nies concerned, every legal guarantee may be agreed within the interim period (see Article 212 of the COSUMAF General Regulations of 23 May 2023).
It should be noted that, the interim period may not exceed 45 calendar days save in exceptional circumstances (paragraphs 2 and 3 of Article 212). 6.8 Additional Governance Rights Among the governance rights to which a bid - der may lay claim are preferential shares and all other advantages provided for in a sharehold - ers’ agreement and/or the issuing contract, including, among others, double voting rights conferred in consideration of the proportion of the capital that the shares represent, the right to obtain a governance position, etc. 6.9 Voting by Proxy Shareholders can vote by proxy throughout the OHADA zone, which includes Cameroon. 6.10 Squeeze-Out Mechanisms Pursuant to the provisions of Article 822-13 of the OHADA Uniform Act on Commercial Companies and Economic Interest Groupings, the company may not impose the repurchase or redemption of their rights on shareholders, except in the event of the signature of an issuing contract; it being understood that early dissolution not resulting from a merger or demerger directly entails the transfer of all shareholders’ securities. The main mechanisms for buying out sharehold - ers who have not contributed following a take - over bid are therefore: the signing of an issu - ing contract containing a squeeze-out clause or a clause opening the possibility of making a squeeze-out bid, and early dissolution not resulting from a merger or demerger. In respect of the signature of an issue con - tract containing either a withdrawal clause or a public offer of withdrawal clause, it should be noted that if the shareholder holds more than
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