NOTICE NO. 002/2006/DSX/DG

Transcription

1 NOTICE NO. 002/2006/DSX/DG PARTIAL PUBLIC SHARE OFFERING FROM THE PORTFOLIO OF THE NATIONAL INVESTMENT COMPANY CONCERNING 20% OF THE CAPITAL OF THE COMPANY: SOCIETE DES EAUX MINERALES DU CAMEROUN SEMC The Douala Stock Exchange would like to inform the public and Investment Service Providers (PSIs) that, within the framework of the introduction and flotation in the first compartment of the Douala Stock Exchange, the company Société des Eaux Minérales du Cameroun is making 20% of its capital available to the public by means of a partial Public Share Offering of shares in the portfolio of the National Investment Company of Cameroon, under the following terms and conditions: 1) Originators Identity of the seller: National Investment Company of Cameroon, under instruction from the State of Cameroon. The total quantity of SEMC shares held by the Investment Company before the operation is 17,243 shares representing % of the share capital of SEMC. Under the terms of the offer, the originator shall conserve % of the share capital and SEMC voting rights. Consequently, the originator shall have the right to participate in decisions adopted at Shareholders General Meetings, notably concerning the nomination of Administrators. 2) Objectives of the Operation By proceeding to a partial transfer of its portfolio of SEMC shares, the originator of the Public Share Offering has clearly indicated that his primary objective is to experiment with a transfer of shares of the States portfolio by means of a Call for Public savings within the framework of the newly created financial market. SEMC has approved the introduction and flotation of its shares in this way. 3) Introduction to the Company Name: Société des Eaux Minérales du Cameroun (SEMC) Date of constitution: 16 th January, 1979 Taxpayers number: M L Business Licence: DLA/1979/B/06568 Head Office: 77 Rue prince Bell, P.O.Box 4036, Douala Share capital: 460,000,000 fcfa divided into 46,000 shares of 10,000 fcfa each, subscribed and liberated in their entirety Activity: Research, study and putting into operation of natural reserves of spring, mineral and thermal water.

2 4) Lead Manager of the operation (Investment Service provider) Société Générale de Banques au Cameroon (SGBC), Immeuble Joss Bonanjo, P.O.Box 4042, Douala. 5) Investment Service Providers authorised to receive orders The following 4 Investment Service Providers (PSIs) are authorised to receive purchase orders for SEMC shares within the framework of this partial Public Share Offering: - Société Générale de Banques au Cameroon (SGBC), - Banque Internationale du Cameroun pour l Epargne et le Credit SA (BICEC) - Credit Lyonnais du Cameroun SA (CLC) - Commercial Bank of Cameroon SA (CBC) 6) Number of shares to be sold 9200 shares, representing 20% of the total number of shares of SEMC on the date of the first quotation. The division of these 9,200 shares will be carried out and offered to the public by the 4 Investment Service Providers who are members of the investment syndicate. 7) Offer price The price of purchase of the shares is fixed at 54,000 fcfa per share. This price shall also be the price of the first quotation at the moment of the flotation of the share on the DSX. 8) Period of validity The Public Share Offering is open to the public from the 12 th June, 2006 to the 19 th June, 2006 inclusive. This period shall be renewed if the shares offered are not entirely subscribed after 7 days. 9) Purchase Orders Purchase orders must be registered and given in writing to the Investment Service Providers at the DSX. Orders shall specify the order number, the complete identity of the person giving the order, the quantity of shares requested, the date and the time of deposit. By the complete identity of the person giving the order, we mean: - For Cameroonian adults, the National Identity Card number. - For Cameroonian minors, the date of birth and the National Identity Card number of their legal guardian - For Cameroonian legal entities, the business licence number (register of commerce) and the company or organisation name. - For foreigners, the nature and references of identity documents presented

3 Any purchase order which does not contain all the necessary information will not be taken into consideration by the Analysing Committee. The purchase order shall indicate the number to shares to be bought. This number shall not be less than 10 shares or more than 80 shares. There is no rule that allows that orders received first shall be satisfied first. As well as the order that a physical or moral person may submit on his or her own account, the same person may not issue a purchase order for any person other than his or her spouse or adult children. These orders must be accompanied by a power of attorney duly constituted. However, a person may issue a purchase order equivalent to the number of children in his or her charge. These orders shall be accompanied by the birth certificates of the children concerned. Any potential purchaser may only issue a single purchase order to a single Investment Service Provider at the DSX. In the case of different orders placed with different Investment Service Providers, only the first order received shall be considered by the Analysing Committee. In the case a number of purchase orders from the same person being received by the same Investment Service Provider the order for the smallest number of shares shall be retained. 10) Settlement of purchase orders The settlement of purchase orders shall be carried out in cash to the Investment Service Provider at the DSX at the moment when the purchase order is deposited. In the event that the purchase order is only partially satisfied, the balance shall be returned, without expenses or interest, to the purchaser within 3 working days following the announcement of the results. 11) Methods of allocation of shares Purchase orders shall be satisfied in an egalitarian manner between the different persons depositing purchase orders in stages until the sale of all shares concerned. The different stages shall be determined by the Analysing Committee. 12) Carrying out of the Public Share Offering Transmission and centralisation of orders The Investment Service Providers at the DSX shall draw up statements of the purchase orders received from their clients. These statements shall indicate the following:

4 - The order number - The complete identity of the person giving the order, that is to say, for Cameroonian adults, the name, first name, date of birth and National Identity Card number, for Cameroonian minors, the date of birth and the National Identity Card number of their legal guardian, for Cameroonian legal entities, the business licence number (register of commerce) and the company or organisation name, and for foreigners, the nature and references of identity documents presented. - The total quantity of shares requested by the buyer - The total number of persons placing orders - The total number of shares requested from each Investment Service Provider, and a diskette containing the same information. These statements shall be signed by an authorised person and shall bear the stamp of the Investment Service Provider at the DSX. In the event of a discrepancy between the information on the diskette and the written record, the written record shall be regarded as valid. The statements and the diskette shall be sent to the DSX in a sealed letter no later than on the day of subscription. The under centralisation of orders transmitted by the Investment Service Providers, who shall act as consultants for the issuing persons in charge of the transaction at the DSX/Market Management, 1450 Boulevard de la Liberté. A receipt for the deposit shall be issued and given to the PSI. No other method of communication, especially fax, shall be accepted by the DSX. Opening of bids and analysis Statements shall be communicated from the 21 st June, 2006 at the Analysing Committee. This committee shall be made up of representatives from the Financial markets Commission, the professional Association of Investment Service Providers, the Douala Stock Exchange, and the Société Générale de Banques au Cameroun, acting as adviser. The commission will proceed to analyse the statements, work out quotas and draw up a report to this effect. Announcement of results When the operation of analysis of the offers has been carried out, the result of the Public Share offering shall be published in the Official Bulletin of the Douala Stock Exchange. In the event that the result is positive, the notice shall specify, for each Investment Service Provider, the number of shares allocated, orders retained and any potential reduction on the purchase orders.

5 Settlement and delivery of shares In the event that the result of the Public Share Offering is positive, the DSX shall communicate to each Investment Service Provider, on the day following the publication of the result, a detailed statement showing the orders retained and the quantity of shares allocated. 13) QUOTATION OF SHARES The admission to listing of SEMC shares shall be carried out in the first compartment of the Douala Stock Exchange at the price of 54,000 fcfa per share. This admission to listing shall be published by means of a notice. Details of this Public Share Offering, having gained authorisation from the Financial markets Commission, meeting on the 12 th May, 2006, are available at SEMC and at the Investment Service providers at the DSX who are members of the Investment Syndicate. 29 th May, 2006 Pierre Ekoule Mouangue (Managing Director)