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Are there any restrictions on issuing debt securities?
What are common issuing methods and types of debt securities?
The most common type of debt securities in Angola is the issuance of commercial paper. Commercial paper is debt securities with a maturity of one year or less. Commercial companies, public companies, civil companies in commercial form and other legal persons governed by public or private law may issue commercial paper.
Among other requirements, the issue of commercial paper requires prior legal certification of accounts or auditing by an auditor registered with the Capital Market Commission (CMC).
What are the differences between offering debt securities to institutional / professional or other investors?
- Agreements for investment services concluded with non-institutional investors shall be in writing and only such investors may invoke invalidity resulting from failure to comply with the form.
- In intermediation agreements signed with non-institutional investors for the execution of operations in Angola, the possible application of foreign law may not have the consequence of depriving the investor of the protection ensured by the Angolan Securities Code provisions on information, conflict of interest and asset segregation.
- Brokers must establish, in writing, an internal policy that allows them, always, to know the nature of each client, as a non-institutional or institutional investor, and to adopt the necessary procedures for its implementation.
- The Broker's information duties to non-institutional investors are far more extensive than to institutional investors.
Assessment of the Adequate Character of the Operation:
In the case of non-institutional investors, the broker must ask the client for information regarding their knowledge and investment experience with regard to the type of security and derivative instrument or the service considered, to enable them to assess whether the client understands the risks involved.
If the broker considers that the transaction under consideration is not suitable for that client, they should advise the client in writing.
In the case of institutional investors, the broker may assume that, in respect of securities and derivatives, operations and investment services, the client has the necessary level of experience and knowledge to assess the appropriateness of the operation.
- Public Offers:
An offer addressed to at least 150 people who are non-institutional investors resident or established in Angola is qualified as public.
When is it necessary to prepare a prospectus?
The general rule is that any public offer of securities must be preceded by the disclosure of a prospectus.
The exceptions to this rule are:
- public offers of securities to be awarded, on the occasion of a merger, to at least 150 shareholders other than institutional investors, provided that a document containing information considered by the CMC to be equivalent to that of a prospectus is available at least 15 days before the date of the General Meeting;
- the payment of dividends in the form of shares of the same class as the shares in respect of which the dividends are paid, provided that a document is available containing information on the number and nature of the shares and the reasons for and details of the offer;
- public offers for distribution of securities to existing or former directors or employees by their employer where the employer has securities admitted to trading on a regulated market or by a company controlled by it, provided that a document is available containing information on the number and nature of the securities and the reasons for and details of the offer; and
- public offers for sale of securities admitted to trading on a regulated market, provided that the admission prospectus is up to date.
What are the main exchanges available?
BODIVA – Angolan Debt and Stock Exchange
Is there a private placement market?
Are there any other notable risks or issues around issuing or investing in debt securities?
Are there any restrictions on establishing a fund?
What are common fund structures?
Securities investment funds
Real Estate investment funds
Venture Capital investment funds
What are the differences between offering fund securities to professional / institutional or other investors?
Investment funds may be set up exclusively for institutional investors. In that case the Fund rules shall be explicit about the exclusive participation of institutional investors. A Fund intended exclusively for institutional investors may establish different rules compared to other funds, in particular establishing different time limits for ascertaining the value of the unit and payment of redemption, charge a management fee on the basis of the results of the Fund or dispense with the preparation of a half-yearly report.
Are there any other notable risks or issues around establishing and investing in funds?
Are there any restrictions on marketing a fund?
The establishment of an investment fund is subject to prior authorization by the CMC.
Authorization requires approval by the CMC of the incorporation documents, the choice of depositary and the management entity's request to manage the Fund.
Are there any restrictions on managing a fund?
The management of Investment Funds may only be exercised by fund management entities empowered by law and registered with the CMC.
Fund management entities must maintain their business organization equipped with the human, material and technical resources necessary to provide their services under appropriate conditions of quality, professionalism and efficiency, in order to avoid wrong procedures.
Real Estate Fund Management entities must also maintain a technical department qualified to provide real estate project analysis and monitoring services or to contract such services externally.
Are there any restrictions on entering into derivatives contracts?
What are common types of derivatives?
Are there any other notable risks or issues around entering into derivatives contracts?