Operations under AMMC control

A financial transaction is a transaction involving the sale or purchase of financial instruments by an initiator to the public or a counterparty. It can be performed either on an organized market or over the counter.

Initiators willing to conduct a financial transaction are required to draw up a prospectus which, prior to its public disclosure, must be generally approved by the AMMC.

The Financial transactions conducted in the financial market requiring prior approval from the AMMC are as follows: 

  • Public offerings related to equity or debt securities. These transactions may concern capital increases, IPOs, issuance of debt securities such as bonds, convertible or redeemable common stock;
  • Public offerings concerning securities of listed companies on the stock market. Public offers can be takeover bids, exchange offers, mixed public offerings (containing a partial settlement offer by securities and cash payment) or public offering of withdrawal. Prior to approval of the prospectus prepared for the public offering, the AMMC communicates the admissibility of the offer made by initiator to shareholders on the stock market;
  • Buy-back programs by listed companies. Indeed, companies whose shares are publicly traded may redeem a portion of those shares under a buy-back program to regulate the market. Prior to their execution, these programs must be authorized by the general meeting of shareholders on the basis of a prospectus prepared by the issuer and approved by the AMMC.

The financial transactions on the market not requiring an approval from the AMMC can be:

  • Issuance programs of negotiable debt instruments which can be either certificates of deposit or corporate bonds of financing institutions. These programs can be executed on the basis of a prospectus that must be approved by the AMMC before being made ​​available to subscribers. Furthermore, as securities are outstanding, the prospectus should be updated (the update to be validated by AMMC) 45 days after the holding of each general meeting which approves the financial statements,note that the issuance programs of commercial papers, unlike the other two mentioned above categories of negotiable debt securities, are subject to approval by the AMMC in the initial implementation of the program as well as during different updates  of the information file;
  • Private placements not assimilated to a public offering and which correspond to the issuance or sale of securities to a limited number of qualified investors. Such transactions do not require an approval. However, before launching the operation, the initiator is required to inform the AMMC on the nature and the methods of funding. The AMMC has the  right to object  to the implementation of the transaction;
  • Issues or sale of securities issued or guaranteed by the State;
  • Capital increases by incorporation of retained earnings, profits or share premiums;
  • The issuance or transfer of securities, non-published, exclusively reserved for the issuer managers or of its subsidiaries.

It is noteworthy that in the last three cases, transactions are exempt from prospectuses. However, with the exception made to securities issued or guaranteed by the State, the exemption is effective only if the AMMC agrees, as the issuer must inform the AMMC of the terms of the transaction prior to its launching.

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