GUINEA Law and Practice Contributed by: Yves Constant Amani, YAC & Partners
ing that all public announcements reference the existence of the information document and specify where it can be accessed. Any oral or written communication regarding the bid must be consistent with the details in the official infor - mation document. 7.2 Type of Disclosure Required Under OHADA law, the issuance of shares in a business combination, such as a merger, demerger or asset contribution, requires the publication of an information document if the shares are offered to the public. According to Article 95 of the AUSCGIE, this obligation does not apply if the issuer provides an equivalent document that has been reviewed and approved by the relevant authority, ensuring it contains all required details. The required disclosure must include information on the number and nature of the shares issued, the rationale behind the issuance, and the condi - tions of the offer. Additionally, under Article 834, a certified copy of the company’s latest financial statements must be published as an annex to the disclosure notice. If no financial statements exist, the notice must explicitly state this. Moreover, Article 94 governs the advertising and promotional communication related to the issu - ance, ensuring that all public announcements reference the availability and location of the information document and that the content is consistent with the approved disclosure. 7.3 Producing Financial Statements Under OHADA law, bidders are required to include financial statements in their disclosure documents when making a public offer or issu - ing securities. According to Article 848 of the AUSCGIE, companies whose securities are listed on a stock exchange must publish their
audited financial statements within 45 days following their approval by the general share - holders’ meeting. These must include the con - solidated financial statements, if applicable, and must be accompanied by the statutory auditor’s certification. For companies issuing securities in a business combination or takeover bid, the disclosure document must include a comprehensive finan - cial presentation of the company, detailing its assets, liabilities and financial performance. This information is crucial for investors to assess the transaction and is typically included in an infor - mation memorandum or prospectus required under Article 86 of the AUSCGIE. Regarding accounting standards, OHADA law mandates that financial statements must be prepared following the OHADA accounting sys - tem (SYSCOHADA), which has been aligned with International Financial Reporting Standards (IFRS) for consolidated accounts. Article 847 of the AUSCGIe, further requires listed companies to publish their semi-annual financial perfor - mance reports within four months of the end of Under OHADA law, full disclosure of transaction documents is not always required, but key docu - ments must be made available to shareholders in M&A. Article 674 of the AUSCGIe, mandates access to the merger plan, financial statements and auditor reports at least 15 days before the shareholder vote. Article 672 also requires a court-appointed auditor’s report on the fairness of the exchange ratio. For public offers, Article 94 ensures that promotional communications reference the availability of disclosure docu - ments but does not require full publication. the first half of the fiscal year. 7.4 Transaction Documents
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