CBL - Press Release

Thursday, 11 March 2010

 

To Safe Guard Public Interest

-CBL Makes Amendments In Cellcom’s Debenture

Scheme

 

The Central Bank of Liberia (CBL), the nation’s statutory regulator of the financial sector has rapidly responded to the newly launched Cellcom’s convertible debentures scheme and has made amendments with immediate effect aimed at ensuring that Liberia’s undeveloped capital market and those venturing in the scheme are protected.

 

It can be recalled that on November 8, 2009, Cellcom Telecommunication Incorporated, one of Liberia’s leading GSM Company launched the debenture scheme aimed at allowing Liberians to buy shares in the company or as in the words of Cellcom, share the ownership Cellcom.

 

Cellcom is offering a minimum interest payment of 10% per annum with 5 years as maturity date, and at the election of a debenture holder, the conversion of the face value of the debenture certificate into shares of common stock or the repayment of the principal invested plus any accrued interests.

 

The CBL in a statement read in a major press conference, indicated that Cellcom Offering comes at a time in which the Liberian economy is gradually recovering from years of war in the eye of the international community.

 

The CBL said while it welcomes the debenture scheme on grounds that it has presented opportunities that would ignites regulations and orders, and bring development to the country capital market, it is, however, of the opinion as a regulatory agency that some corrective amendments must be considered in order to maintain the public trust and protect the nation’s capital market.

 

“Debentures are financial instruments.  The Central Bank of Liberia is the agency of the Government responsible for regulation financial institutions, safeguarding the public trust and its interest in relations to such financial transactions.

Consequently, CBL has engaged Cellcom in discussions on its Offering of Convertible Debentures, and have been pleased with the participation of Cellcom in working with the Central Bank of derive changes intended to ensure orderliness and safeguard the interest and trust of the public”.

 

In keeping with its statutory mandate, the Central Bank of Liberia has recommended with the consent of Cellcom, the following changes or amendments with immediate effect. Read below:

1.       The title of the Investment Guide of Cellcom Offering of Convertible Debenture will be changed from “Private Placement of up to 500,000 Convertible Debentures at US$10 Per Unit Payable in Full Upon Application” to read “Placement of up to 500,000 Convertible Debentures at US$10 Per Unit Payable in Full Upon Application”.

 

2.      The disclaimer of Cellcom is reserving “…right to amend or replace the information at any time and undertakes no obligation to provide the receipt with access to any additional information…” has been changed.  Cellcom has agreed and will now communicate any changes or replacement by communicating, in a reasonable time, through publications in newspapers of general circulation.

 

3.      In the summary of the terms of the Offering, Cellcom will amend its statement that the “Offering is intended to, in part, enable Liberians to participate in the ownership, control and management of communications companies and organizations”, to now read “this offer is intended, in part, to enable Liberians to eventually participate in the ownership, control and management of the company.

 

4.      As to redemption rights, Cellcom will repay the Debentures in full on the maturity date, by paying the issue price, plus any unpaid accrued interest.  And as to conversion rights, Cellcom will convert the principal on its Debentures into shares of common stock, at the election of the debenture holder, at a price per share which values Celllcom’s equity on a fully diluted basis before issuance of the Debentures at US$100 million.

 

5.      Not later than thirty (30) days prior to the maturity date of the debentures, preferably by written notices to the addresses provided on the subscription forms or to changed addresses communicated in writing to the company Cellcom will inform debenture holders of rights to redemption of the debentures or a conversion of the same, at the discretion of the debenture holder.  Notices will also be placed in at least two local newspapers, published to two websites including Cellcom’s and broadcast on at least three radio stations for a period for a period of two weeks.

 

6.      In the event that Cellcom does not receive a response from the debenture holder within one month as of the maturity date of the debenture, Cellcom will hold the principal of the debenture plus any unpaid accrued interest for a further period of one (1) year within which the debenture holder can still exercise right of election provided however that no further interest shall accrued on the principal amount, as of the maturity date.  At the expiry of the one (1) year period, Cellcom will remit to the Central Bank of Liberia any unclaimed or unconverted principal amounts, plus unpaid accrued interests (interest earned prior to the maturity date).

 

7.      Cellcom is permitted an administrative fee in respect to each trade of debenture, after August 30, 2010 provided said administrative charge will not exceed 2% of the face value of the debenture.

 

With the above listed amendments, the CBL says it is grateful to Cellcom for venturing into what it term as, unexplored areas of the country’s economy.

 

CBL in its statement reassures the Liberian public of its continuous commitment in ensuring the regulation and orderliness of the financial institutions and systems of Liberia in the interest of the Liberian people.

 

The management of Cellcom was present at the conference and said it was pleased with the amendments made by the CBL and promised to work with it in the interest to the Liberian people.

 

 

From the Office of the Communication Publication Section

To Safe Guard Public Interest

-CBL Makes Amendments In Cellcom’s Debenture

Scheme

 

The Central Bank of Liberia (CBL), the nation’s statutory regulator of the financial sector has rapidly responded to the newly launched Cellcom’s convertible debentures scheme and has made amendments with immediate effect aimed at ensuring that Liberia’s undeveloped capital market and those venturing in the scheme are protected.

 

It can be recalled that on November 8, 2009, Cellcom Telecommunication Incorporated, one of Liberia’s leading GSM Company launched the debenture scheme aimed at allowing Liberians to buy shares in the company or as in the words of Cellcom, share the ownership Cellcom.

 

Cellcom is offering a minimum interest payment of 10% per annum with 5 years as maturity date, and at the election of a debenture holder, the conversion of the face value of the debenture certificate into shares of common stock or the repayment of the principal invested plus any accrued interests.

 

The CBL in a statement read in a major press conference held yesterday, indicated that Cellcom Offering comes at a time in which the Liberian economy is gradually recovering from years of war in the eye of the international community.

 

The CBL said while it welcomes the debenture scheme on grounds that it has presented opportunities that would ignites regulations and orders, and bring development to the country capital market, it is, however, of the opinion as a regulatory agency that some corrective amendments must be considered in order to maintain the public trust and protect the nation’s capital market.

 

“Debentures are financial instruments.  The Central Bank of Liberia is the agency of the Government responsible for regulation financial institutions, safeguarding the public trust and its interest in relations to such financial transactions.

Consequently, CBL has engaged Cellcom in discussions on its Offering of Convertible Debentures, and have been pleased with the participation of Cellcom in working with the Central Bank of derive changes intended to ensure orderliness and safeguard the interest and trust of the public”.

 

In keeping with its statutory mandate, the Central Bank of Liberia has recommended with the consent of Cellcom, the following changes or amendments with immediate effect. Read below:

1.       The title of the Investment Guide of Cellcom Offering of Convertible Debenture will be changed from “Private Placement of up to 500,000 Convertible Debentures at US$10 Per Unit Payable in Full Upon Application” to read “Placement of up to 500,000 Convertible Debentures at US$10 Per Unit Payable in Full Upon Application”.

 

2.      The disclaimer of Cellcom is reserving “…right to amend or replace the information at any time and undertakes no obligation to provide the receipt with access to any additional information…” has been changed.  Cellcom has agreed and will now communicate any changes or replacement by communicating, in a reasonable time, through publications in newspapers of general circulation.

 

3.      In the summary of the terms of the Offering, Cellcom will amend its statement that the “Offering is intended to, in part, enable Liberians to participate in the ownership, control and management of communications companies and organizations”, to now read “this offer is intended, in part, to enable Liberians to eventually participate in the ownership, control and management of the company.

 

4.      As to redemption rights, Cellcom will repay the Debentures in full on the maturity date, by paying the issue price, plus any unpaid accrued interest.  And as to conversion rights, Cellcom will convert the principal on its Debentures into shares of common stock, at the election of the debenture holder, at a price per share which values Celllcom’s equity on a fully diluted basis before issuance of the Debentures at US$100 million.

 

5.      Not later than thirty (30) days prior to the maturity date of the debentures, preferably by written notices to the addresses provided on the subscription forms or to changed addresses communicated in writing to the company Cellcom will inform debenture holders of rights to redemption of the debentures or a conversion of the same, at the discretion of the debenture holder.  Notices will also be placed in at least two local newspapers, published to two websites including Cellcom’s and broadcast on at least three radio stations for a period for a period of two weeks.

 

6.      In the event that Cellcom does not receive a response from the debenture holder within one month as of the maturity date of the debenture, Cellcom will hold the principal of the debenture plus any unpaid accrued interest for a further period of one (1) year within which the debenture holder can still exercise right of election provided however that no further interest shall accrued on the principal amount, as of the maturity date.  At the expiry of the one (1) year period, Cellcom will remit to the Central Bank of Liberia any unclaimed or unconverted principal amounts, plus unpaid accrued interests (interest earned prior to the maturity date).

 

7.      Cellcom is permitted an administrative fee in respect to each trade of debenture, after August 30, 2010 provided said administrative charge will not exceed 2% of the face value of the debenture.

 

With the above listed amendments, the CBL says it is grateful to Cellcom for venturing into what it term as, unexplored areas of the country’s economy.

 

CBL in its statement reassures the Liberian public of its continuous commitment in ensuring the regulation and orderliness of the financial institutions and systems of Liberia in the interest of the Liberian people.

 

The management of Cellcom was present at the conference and said it was pleased with the amendments made by the CBL and promised to work with it in the interest to the Liberian people.

 

 

From the Office of the Communication and Publication Section

Central Bank of Liberia