|
 Introduction - Privatization - Partnerships - Investment - Oil and Gas - Mining -
Electricity - Building for the future - Telecoms - Air and Sea - Private Sector - Finance -
Going Public - Image is everything - Tourism - Conclusion 
 Future Owners, Investors, Workers, the law on privatization grants you some advantages |
A / THE NATIONAL council of privatization the workers that the ordinance N° 95-22 of August 26TH 1995, related to the privatization of the public enterprises, modified and competed by the ordinance 97-12 of March 19TH 1997, grant them different advantages. As for the companies concerned by the executive decree of June 7TH 1998 related to the first lot of companies subject to total privatization as stated in articles N° 02 and 05 of the privatization law, the specific advantages are mentioned in the articles N° 31, 36, 37 and 46 of these ordinances.
- 1/ REFERING to the articles N° 31 and 34, the contract by mutual agreement is and exceptional measure upon decision of the government, in favor of the workers, so as the payment by installment. With reference to the law, the council of privatization is in obligation to carry out the privatization program by evaluation and selection of the offers, so as to take all measures to insure the privatization of the public enterprises, or their assets.
- 2/ WITH reference to the article N° 36, ten (10 %) percent maximum of the concerned public enterprise as they are involved in the result as profit sharers. This quota is represented by shares without right of vote, or representation in the board of directors. The incomes of these shares are managed by a common fund of investment of the employees.
- 3/ WITH reference to the article N° 37 and 46, the employees have the right of pre-emption on 20 % of the assets of the public enterprise admitted for privatization (options of shares purchase) the number of shares per beneficiary being limited, so as a discount of maximum 15 % on the sale price for the partial or total take over to the public enterprise assets. This right must be exercised within a period of three (03) months starting from the notification date of the transaction offer to the employees. These last, are obligatory required to organize themselves and set up a company in accordance with one of the legal form ruled by the law. The executive decree of June 7TH 1998, published in the official Gazette, and externed to the radio-television Broadcast, so as the national and international media's (including in the trade union weekly newspaper "Labor and revolution") testify of the transparency in the communication system.
B / THE COUNCILwho has in mind the country's interest before any other consideration, and for whom the total transparency is his permanent and special care, calls then, to the respect of the law in force which is the basis of the right, and that nobody can derogate.
- 1 / SUCHbeing the fact, it is stipulated by the law that the concerned holding takes a special care so that the workers carry on the activity and explain them their rights, but duties as well, white awaiting the total transfer of ownership (running management, avoiding any commitment, any additional investment, or any contract with some partners, so that the future of the enterprise will not committed, otherwise this would stand as business offence in case of transaction of whatever form). This ownership transfer is helpful to maintain part of the workers, in their job, but the board of directors let free choice to the future purchasers.
- 2 / ONthe other hand, the law grants advantages to the future investors, if they want to beneficiate of the advantages of the executive decree of September 10TH 1997, which the council, with regards to the article 34, is in charge the negotiation, must consider the commitments stated in the tender document.
The Advantages are:
· • Discount on the agreed sale price in the limit of maximum 25 %.
· • Payment by installment's along a period not exceeding 15 years.
· • Cash payment represent 20 % at least of the sale price, the balance being settled with annual interest rate of 6 %, with differed payment of two (02) years without interest, after the conclusion of the sale contract.
· • Investments of rehabilitation or modernization should be achieved within two years at utmost after the transaction.
· • Maintain all or part of the employees during a period of five (05) years at least.
· • Carry on the enterprise activity during a period of five (05) years at least.
List of the Enterprises to be privatized
· • Survey and achievements in the fields of building, public works, and hydraulic.
· • Works.
· • Hotels & tourism.
· • Trading & distributions.
· • Textile & food industries.
· • Manufacturing industries in the following fields.
· • Mechanics.
· • Electric.
· • Electronics.
· • Wood and by-products.
· • Paper.
· • Chemicals.
· • Plastics.
· • Leather & skins.
· • Road transportation of passengers & goods.
· • Insurance's.
· • Seaport and airport activities.
· • Small and medium industries, and small and medium enterprises.
| Executive decree N° 98-194 of June 7th 1998, regarding the first lot of the enterprises admitted for privatization |
1 Mineral Water Enterprise of Saïda (EMIS)
2 Mineral Water Enterprise of Algiers (EMAL)
3 Mineral Water Enterprise of Batna (EMIB)
4 Lamp Manufacturing Company (FILAMP)
5 Elevators National Company (ENAGS)
6 National Company for Household Supplies (ENAED)
7 National Company for Electric Material Supply (EDMEL)
1. Center of Commercial and Information Techniques (CETIC)
2. Touristic Enterprise of Tamanghasset (EGT Tamanghasset)
3. Eastern Touristic Enterprise (EGT East)
4. Touristic Enterprise of Zeralda (EGT Zeralda)
5. Touristic Enterprise of Tlemcen (EGT Tlemcen)
6. Touristic Enterprise of Tipasa (EGT Tipasa)
7. Western Touristic Enterprise (EGT West)
8. Touristic Enterprise of Ghardaïa (EGT Ghardaïa)
9. Touristic Enterprise of Annaba (EGT Annaba)
10. Touristic Enterprise of Hammam Righa (EGT Hammam Righa)
11. Touristic Enterprise of Biskra (EGT Biskra)
12. Touristic Enterprise of Algiers (EGT Center)
13. Touristic Enterprise of Sidi Fredj (EGT Sidi Fredj)
14. Touristic Enterprises of Andalouses (EGT Andalouses)
15. Land Transportation National Company (SNTR)
16. Public Enterprise of Passengers Transportation of the West (TVO)
17. Public Enterprise of Passengers Transportation of East (TVE)
18. Public Enterprise of Passengers Transportation of South-West (TVSO)
19. Graphic Arts National Company (ENAG)
20. General Shipping Company (GEMA)
21. Maghrebin Transportation and Subsidiaries (MTA)
22. Hardware and Tools National Enterprise (ENAOQ)
23. National Company of Accountancy (SNC)
24. Consultant and Audit Company (SAC)
25. Eastern Enterprise of Red Products (EPRE)
26. Western Enterprise of Red Products (EPRO)
27. Center Enterprise of Red Products (EPRC)
28. Building Construction Company of El-Achour (ESCB El-Achour)
29. Works Enterprise of Batna (ET Batna)
30. Realization Enterprise of Biskra (ER Biskra)
31. Construction Enterprise of Blida (EC Blida)
32. Realization Enterprise Blida (ER Blida)
33. Realization Enterprise of Bouira (ER Bouira)
34. Realization Enterprise of Medea (ER Medea)
35. Realization Enterprise of M'Sila (ER M'Sila)
36. Enterprise Industrial Facilities Realization of West (ENRI West)
37. Enterprise of Industrial Maintenance for Steel Works (Travisider)
38. Building Enterprise of Tiaret (EBT)
39. Viabilisation Enterprise of Sidi Moussa (EVSM)
40. Enterprise of Light Prefabrication and aluminum (EPLA)
41. Realization Enterprise of Barika (ER Barika)
42. Enterprise of Buildings and Public Works of Bejaïa (EBPTP Bejaïa)
43. Enterprise of the Construction Development of the West (EDC West)
44. General Enterprise of Substructure Works and Construction (GETIC) (ex- EPBTP Setif)
45. Roads and Airports Construction Company (SCRA)
46. Enterprise of Steel Works Construction (Cosider)
47. National Company of Hydraulic Projects of West (Hydro Project East)
48. National Company of Hydraulic Projects of East (EPTR South-East)
49. National Company for Traffic Signs (ENPS)
50. Public Enterprise of Road Works for South-East (EPTR South-East)
51. National Company of Road Works (SNTTR)
52. Company of Technical Survey of Annaba (Set Annaba)
53. Algeria Electronic Fabrication (Alfatron)
54. Realization and Construction Enterprise of Algiers (ERCA)
55. Public Enterprise of Public Works of Algiers (EPTP Algiers)
56. Construction Enterprise of Bordj Bouarreridj (EC Bordj B.A)
57. Public Enterprise of Public Works of Bechar (EPTP Bechar)
58. Public Enterprise of Public Works of SDI Bel-Abbes (EPTP Sidi Bel-Abbes)
59. National Enterprise of data Process System (ENSI)
60. Public Enterprise of Passengers Transportation of South-East (TVSE)
61. Real Sider (Steel Concerg)
62. Geroc
63. Construction Enterprise of Mascara (EC Mascara)
64. Building Construction Enterprise (EB Oum El-Bouaghi)
65. Public Works Enterprise of Constantine
66. Company of Technical Survey (Oran)
67. Company of Technical Survey (Setif)
68. Steppe Forage (Water Drilling)
69. Enterprise of Public Works (Ghardaïa)
70. Construction Enterprise (Oran)
71. Portal: Steel Roof Tills: Production (ex- Prosider)
72. Procim Metallic Construction (ex- Prosider)
73. Enterprise of Torrefaction and Conditioning of the Center (Algiers) (ex- Enapal)
74. Enterprise of Food Products Commercialization of the Center (Algiers) ex-Enapal)
75. Company of General Stores of the Center (Algiers) (ex- Enapal)
76. Enterprise of Torrefacture and Conditioning of East (Annaba) (ex- Enapal)
77. Enterprise of Foods Products Commercialization of the East (Annaba) (ex- Enapal)
78. Company of General Stores of East (Skikda) (ex- Enapal)
79. Enterprise of Torrefaction and Conditioning of West (Oran) (ex- Enapal)
80. Enterprise of Foods Commercialization of West (Oran) (ex- Enapal)
81. Company of General Stores of West (Oran) (ex- Enapal)
82. Enterprise of Realization of Industrial Facilities (Center) (ENRI Center)
| Executive decree n° 97-329 of September 10th 1997 fixing the specific advantages to be granted, and the payment by installments in favor of the purchasers of the privatized public enterprises". |
Investors : the law over privatization grants you advantages
| Chapter I - Specific advantages |
Art. 2 -THE following specific advantages may be guaranteed to the purchases who rehabilitate or renew the enterprise and/or carry on its activity :
•Reduction of the transfer price to 25 % maximum.
•Payment by installments over a period not exceeding fifteen (15) years or the granting of an additional discount going up to 15 % in case of cash payment.
•However, it is possible to negotiate further advantages with the purchases depending on the importance of the commitments taken upon.
Art. 3 - THE payment by installments is applicable under the following conditions.
•Cash payment representing at 20 % or the transfer price.
•Settlement of the balance in equal amounts every six months with an annual interest rate of 6 %.
•Deferred repayment of two years without interest, after the conclusion of the transfer contract.
Art. 4 -THE purchasers granted specific advantages are bounded to carry out one or several of the following operations:
•Investment in view of rehabilitating or medernizing, within are the most, two years after transfer.
•Maintain all or some of the employment's within at least a five - year period.
•Carry on the activity of the enterprise within at least a five - year period.
| Chapter II - Payment by installment's |
Art. 5 -THE payment by installment is granted:
•At the request of the employees of the enterprise to be privatized.
•To other purchasers at the suggestion of the privatization council and the decision of the government.
Art. 6 -THE payment by installments cannot be granted over a period exceeding ten years. The period could be extended to twenty (20) years at the most in case of the transfer in favor of the employees.
Art. 7 - THE payment by installment is granted under the following conditions :
•Payment of 30 % of the transfer price at the moment when the transfer contract is concluded. The rate could no lesser in case of the transaction in favor of the employees and it is fixed in the sale contract.
•The balance would be settled in equal amounts every six months with an annual interest rate of 6 %.
•Defer the repayment, without interest, to a one - year period after the conclusion of the transfer contract. The repayment could be deferred to a five-year period in case of the transfer in favor of the employees.
| Chapter III - The guarantees |
Art. 8 -WHEN the purchaser is granted the payment facilities stated in the above articles 3 and 7, the ownership is transferred at the moment when the contract us conclude. However, the purchaser should mortgage the real estate in favor of the grantor.
Art. 9 - THE transfer conditions are recorded in the sale contract.
Art. 10 -THE specific advantages granted in conformity with this decree could be cancelled out if the commitments are not observed by the purchaser, consequently, they are asked to settle the balance immediately.
Art. 11 - THE establishment charged with the privatization get in contact with the concerned administration, especially the financial and labor administration and the ministries to follow up the application of the dispositions of this decree, mainly those related to the observation of the commitments taken upon by the law.
Art. 12 - THIS decree is published in the official Gazette of the Democratic and popular Algerian Republic.
Ordinance N° 95-22 of August 26th 1995
Related to the privatization
Of the public enterprises
| THE PRESIDENT OF THE REPUBLIC. |
•Considering the Constitution especially its Articles 17, 18 and 115 and 116.
•Considering the national ruling consensus over the transitory period more particularly it's articles 5, 25 and 26 (indented 5).
•Considering the Ordinance N° 66-156 of January 8th1966 modified and completed ruling the penal Code.
•Considering the Ordinance N° 75-58 of Sept. 26th 1975, modified and completed, ruling the civil Code.
•Considering the law N° 83-17 of July 16th 1983, modified and completed, ruling the Code of water.
•Considering the law N° 84-06 of January 7th 1984, modified and completed, related to mining activities.
•Considering the law N° 86-14 of August 19th 1986, modified and completed, related to the activities of prospects, research, exportation and transportation through pipeline of hydrocarbons.
•Considering the law N° 88-01 of January 12th 1988, modified and completed, ruling guidance of the public and economic enterprises.
•Considering the law N° 88-02 of January 12th 1988, modified and completed, related to the planification.
•Considering the law N° 88-03 of January 12th 1988, related to the shares Holders fund.
•Considering the law 88-04 of January 12th 1988, modified and completed, the Code of commerce and fixing the particular rules applicable to the economic and public enterprises.
•Considering the law N° 90-10 of April 14th 1990, modified and completed, related of the money and the credit.
•Considering the law N° 90-30 of December 1st 1990, ruling the land and real state owner ship of the government especially it's articles 2, 3, 4, 12, 107 and 108.
•Considering the legislative decree N° 93-13 of April 1993 modified and completed the Ordinance N° 75-59 of September 26th 1975, ruling the commerce Code
•Considering the legislative decree N° 93-10 of May 23rd1993, modified and completed, related to the stock exchange.
•Considering the legislative decree N° 93-12 of October 5th 1993, related the investment promotion.
•Considering the legislative decree N° 93-18 of December 29th 1993 ruling the finance law of 1994.
•Considering the legislative decree N° 94-08 of May 26th 1994, ruling the completion of the finance law of 1994.
•Considering the Ordinance N° 95-06 of January 25th 1995 related to the trading competition.
Ordinance N° 95-22 of August 26th 1995, in relation
with the privatization of the public enterprises
| Title I - GENERAL PROVISIONS |
Art. 1 -THIS Ordinance specifies the general rules of the privatization of the enterprises which the government, and moral person's of public rights, hold directly or indirectly, part or total assets.
•The privatization means the transaction, or transactions conducting to:
•The transfer of the property in favor of moral of physical person's of private right's, part or total of the tangible or intangible assets, or part or total registered capital of a public enterprise.
•Or, the transfer to moral or physical person's of private right, the management of public enterprises by means of contractual deal which has to set up the method's and conditions of the management transfer and it's practice.
Art. 2 - THE enterprises concerned by this Ordinance are those involved in competitive sectors, and having their activities in the following sectors:
•Survey and achievements in the fields of building, public works, and hydraulic.
•Works.
•Hotels & tourism.
•Trading & distributions.
•Textile & food industries.
•Manufacturing industries in the following fields.
•Mechanics.
•Electric's.
•Electronics.
•Wood and by-products.
•Paper.
•Chemicals.
•Plastics.
•Leather & skins.
•Road transportation of passengers & goods.
•Insurance's.
•Seaport and airport activities.
•Small and medium industries, and small and medium enterprises.
Art. 3 -IN case and enterprises being in duty with a public is subject to privatization, the government guarantees the continuity of the public service.
Art. 4 -THE privatization procedures as stated in above Article -2- could be decided or authorized only if their final purpose is too rehabilitate or modernize the enterprise and/or part of the employees.
In any, the buyer(s) commit themselves to carry on the activity of the enterprise during a minimum period of five (5) years.
Art. 5 - IN accordance with the privatization schedule, the listing of the enterprises concerned by the privatization, and involved in the sectors as stated, so as the methods to be used, are subject to the responsibility and privilege of the government, and are fixed by decree upon proposal of the institution in charge with privatization.
Art. 6 - PRIORLY to any procedure of privatization, details of assets, and securities to be privatized, shall be subject to evaluation based on methods generally admitted in this matter, and taking into account the actual sale value.
The conditions of the property transfer, or the privatization of the public enterprises management, are ruled by a particular tenders documents which the right and obligations of both parties (seller and buyer) are clearly specified.
Occasionally, the may be permitted by the tender documents to keep provisionally one specific share. A specific share could be used only during a period not exceeding five (5) years, and especially in the following cases:
•Style of firm changing, and/or activities of the company.
•Suspension of the company's activities.
•Dissolution of the company.
Art. 7 - "SPECIFIC SHARE" means a share of a company constituted further to the privatization of a public enterprise in accordance with the provisions of this Ordinance, and including special rights, as specified in the statute of the company, and whereby the government keeps the right to intervene for the national interest.
The rights in connection with the specific share are:
Appointment to the board of directors, or to the board of supervisors of the last line paragraph of above article -6-. The conditions and the methods of using the specific share are indicated by statutory settlement.
| Title II - AUTHORITY IN CHANGE OF THE IMPLEMENTATION OF THE PRIVATIZATION |
Art. 8 - THE government appoints or creates the institution in charge of the organization of the privatization. This institution is requested, with consultation of the ministers of each concerned sector, especially to:
•Set up the schedule of privatization adopted by the government.
•Request from the enterprises and organisms, to let them have the necessary documents, surveys, and informations for the completion of their mission.
•Submit to the government for decision after report of the council and the committee as stated in article 11 and 38 hereunder the procedures and methods of the transfer of the property or privatization of the management.
•Keep on a steady relationship with all the institutions concerned by the privatization process.
•Let the public to be informed about the activities of the privatization schedule.
Art. 9 -THE institution stated in above article -8- is requested among other things, and after notice of the council, to propose to the government the following procedures which shall be determined by statutory settlement.
•Procedures of tender sale.
•Procedures of public bidding.
•Procedures of record and pre-selection of the bidders.
•Rules of advertising.
•All formalities for the application purpose of this Ordinance.
Art. 10 -THE property transfer is effected within the forms legally required, promptly dispatched by the institution in charge with the privatization.
Art. 11 -BESIDE the institution in charge with the privatization, a council of privatization is created and hereinafter called "council".
Art. 12 - THE council is composed of seven (7) to nine (9) members including the chairman.
The members are appointed according to their specific competencies in the fields of the economic management, technologic and legamatters, so any other fields in connection with the council duties.
The council members are appointed by executive decree for a renewable period of three (3) years.
The renewal is effected to; the council is furnished with necessary material and human means.
The method of organization and functioning of the council so as the status and the system of salary payment of the members will be fixed by statutory settlement.
Art. 13 - BASED upon the privatization schedule adopted by the government the duties of the council are as follows:
•Carry out the privatization schedule in accordance with the law and regulation in force and with the provisions of this Ordinance.
•Recommend for every public enterprise or its assets, the policy on privatization, so as the most appropriate method of privatization.
•Estimate or have it estimated, the public enterprise value or its securities to the sold.
•Study and proceed to the selections of the offers and issue a circumstantial report about the retained offer, which shall be forwarded to the institution.
•Take all necessary actions for the public enterprises, or their securities likely to be privatized.
•Keep record books, take safety care of the information, and set up administrative procedures to insure the confidential safety of the information.
The council can request help of any expert whom assistance seems to him necessary.
Art. 14 - The council proceeds if necessary to the cross-evaluation of the public enterprise liable to privatization in accordance with the methods and appropriate techniques as a matter of total or partial sale of the public enterprises or their corporal or incorporeal securities, taking into consideration the particulars of each case, especially the actual value of the securities, the profits realized, the substantial economic value, existence of affiliates, the position on the market, the future forecast, and eventually the value in the stock-exchange.
Upon the specific evaluation basis established by the mandatory experts, the council determines the sale price index of the shares, stocks, various transferable securities, tangible and intangible assets, public enterprises and parts of public enterprises.
The evaluation report and the price index are transmitted to the institution and this last, forward it to the government.
After notice of the committee as stated in article -38- hereunder for approval. | Art. 15 - THE council propose the procedures and the methods of sale, or the measures for the management privatization, which seem the most appropriate for the concerned public enterprise.
The methods of sale can be effected whether through the mechanism of financial market (by introducing in the stock exchange or by public bid on fixed price). Or by tender publication, or by procedure of mutual agreement.
The mutual agreement sale is decided by the government upon cirumstancial report of the institution in charge with the privatization.
Art. 16 - THE council is liable to submit to the committee as stated in article -38- hereunder, within a shortest time, the file including the analysis report, and the conclusion of the transactions, in accordance with the above articles 14 and 15.
The council is liable to keep filed for each transaction of privatization, the whole documents which were used for the achievement of all the stages of the transaction in accordance with the regulation in force.
Art. 17 - THE council appoints a negotiation staff for every transaction of privatization, which is not effected through public bid for shares sale.
The negotiations staff members must:
· Justify appropriate professional experience, and reputation.
· Work under the seal of secrecy, otherwise subject to sanctions as stated in article 302 of the penal Code.
· Declare to the council any direct or indirect interest, private or professional interest in the transaction before acceptance of this mission.
Art. 18 - FOR every transaction of privatization, the council publish in at least two dally newspapers having regional, national and/or international diffusion, twice, at least seven (7) days, the details of the method of privatization and eventually the conditions of the tender and the closing date of bidding.
Moreover, the council insures the advertising of the privatization by audio-visual means, and poster-display in the Chambers of commerce.
Art. 19 -AFTER the conclusion of every transaction of privatization, the council publish through newspapers.
•Name, address, and the profession of the successful bidder
•The name of the experts who advised the council for the transaction.
•Any other information he thinks appropriates.
Art. 20 -THE council submit to the institution an annual report containing the results of its activities within latest lime of three (3) months after the closure of the concerned year. This report transmitted to the government shall be communicated to the parliament and published through newspapers.
| Title III - TRANSITORY PROVISIONS RELATED OR PUBLIC ENTERPRISES ADMITTED FOR THE PRIVATIZATION |
Art. 21 -THE public enterprises enlisted in the privatization schedule adopted by the government, are placed the institution authority who takes over all the administrative power.
Art. 22 -THE public enterprises admitted for the privatization are liable to put into effect the notices written by the council, and prepare the public enterprises or their assets to privatization, and eventually take special care for the achievement.
The enterprise must keep up to date, all the accountant and financial documents, and especially the inventory investments to carry on the activity.
Art. 23 - THE public enterprise admitted for total privatization, is liable to provide all means for the preservation of its assets, and take upon its commitments related to the transactions connected to its normal functioning and, eventually to necessary investments to carry on its activity.
Art. 24 -IT is fore bidden for any person working in the public enterprise, or in change with legal control missions of the public enterprise to disclose any information about the situation or the functioning of the enterprise which might influence the attitude of an actual or potential buyer.
| Title IV - METHODE OF PRIVATIZATION |
 Chapter I - Transaction through financial market |
Art. 25 -THE transaction through the financial market within the legal conditions and the regulation in force can be effected whether by offer of shares sale, and other transferable securities at the stock exchange, or by public offer sale at fixed price, or in combination of both mechanisms.
At the time of introduction of the transferable securities into the stock exchange, the first quotation is at least equal to price offer determined by the council.
Art. 26 - THE condition and methods of purchase of the shares, and other transferable securities by the public are determined by statutory settlement
| Chapter 2 - Transaction by tender |
Art. 27 - THE sale of the shares and other transferable securities so as the total or partial sale of assets of the public enterprises admitted for privatization are effected through national and/or international open tender, or through limited consultation.
The institution publishes in accordance with article -18- of this Ordinance, a notice in the legal advertisement bulletin.
The notice should mention:
•In case of shares or other transferable securities : the name of the concerned public enterprise, its head office, its kind of business, its assets, its percentage of shares, stocks, and investment certificates to be sold, the activity, the market, the balance-sheet of the last three (3) years closing date of bidding, particular conditions of sale, and eventually the price of sale.
•In case of sale of assets: the name of the concerned enterprise, its head office, its kind of business, its assets, and eventually the identification of the asset for sale, the identification of the owner, the closing date of bidding, particular conditions of sale, and eventually the minimum offered price.
The bidders who are interested are furnished with:
•A note of information about the financial and economic situation of the public enterprise, or its assets to be sold.
•A tender document specifying, the legal, financial, economic and social conditions of sale.
Art. 28 - THE price of sale should be at least equal with the offered price.
Art. 29 -THE Purchase offers of the bidders are sent too the chairman of the council, in accordance with the law and the regulation in force.
The envelops containing the offers are opened by a committee specially appointed for this purpose, presided over by the chairman of the council or his representative and composed by a council member appointed by his chairman, a representation of the concerned sector minister, and two (2) representatives of the transaction control committee.
All bidders have the right to attend the meeting of opening, as they are informed about the place, date and time of the offers opening.
| Chapter 3 - Privatization of the management |
Art. 30 -THE privatization of the management is realized through open or limited tender, national and/or international.
The bidders who are interested are furnished with a tender document specifying the conditions of the management privatization.
| Chapter 4 - Mutual agreement contract |
Art. 31 -THE mutual agreement contract remain an exceptional procedure according to above article -15- and can be concluded especially:
•In case of specific technology transfer.
•In case of necessary specialized management.
•When the provisions stated in articles 27 and 28 here above were remained with no effect after at least two attempts.
Art. 32 - THE institution submit a report to the government who authorize the procedure of the mutual agreement contract and appoints the selective buyer and/or buyers for the negotiation of the transaction, or the privatization of the management.
Art. 33 - THE mutual agreement contract negotiation for the transaction, or privatization of the management is engaged under by authority of the institution, by the council who can be assisted by any expert if necessary.
The council issues a circumstantial report about the results of the negotiations, which should be transmitted to the institution who forward it to the government for decision.
| Chapter 5 - Conditions of settlement |
Art. 34 - THE transactions effected under the provisions of this Ordinance are subject to cash payment, taking into account the provisions of the article -36-, hereunder.
Art. 35 - EXCEPTIONNALY, the transactions effected under provisions of this Ordinance, can be exempt of all duties and taxes, within the framework of the provisions of the finance law.
Art. 36 -UNDER the provisions of this Ordinance, and within the framework of privatization of a public enterprise, ten (10 %) percent maximum of the assets of the privatized public enterprise are reserved free of charge to the employees of the concerned public enterprise as they are involved in the results as profit-shares.
This quota is represented by shares without right of vote, or representation in the board of directors.
The incomes of these shares are managed by a common fund of investment which organization and functioning shall be fixed by statutory settlement.
Art. 37 -MOREOVER, the employees have the right of pre-emption on 20 % of the assets of the public enterprise admitted for the privatization in the same conditions as those stated in the second and third lines paragraph of article -46- hereunder.
The number of shares by beneficiary shall be limited.
| Title VI - CONTROL OF THE TRANSACTION OF PRIVATIZATION |
Art. 38 -TRANSACTION control committee of the privatization is appointed, and hereafter called "committee", this committee is composed of:
•A law office of the court proposed as President by the Minister of Justice among the court officers specialized in the field of business right.
•One representative of the general inspection of finance proposed by the Minister of Finance.
•One representative of the State treasury proposed by the Minister of the state treasury.
•One representative of the employees union.
•One representative of the concerned sector Minister.
The functioning and the organization method of the committee, so as its assignment, the status, and compensation system of its members will be fixed by statutory settlement.
Art. 39 - THE committee members as stated in above article 38 must take an oath as follows:
| PHRASE EN ARABIC |
"In the name of god I take the oath, and swear that I shall fulfil my duties with sincerity, and not disclose my professional secret, and I take care in all circumstances of my mission, and I shall always have a behavior of a responsible man."
Art. 40 - THE committee is expected to keep a close watch on the respect of the rules of transparency, sincerity and fair conclusion of the transactions of privatization.
For that purpose, the committee especially gives approval of the evaluation report issued by the council, the price index and the recommended procedures and methods of transaction.
The committee shall take a decision within one (1) month time from the date of receipt of the file including all above stated documents.
After this required time, the approval is considered as obtained.
In case of refusal of the approval, a circumstantial report should be sent to the government.
In order to carry out its task, the committee is granted with all necessary human and material means. It has the right of look at any document related to the concerned transaction of privatization.
The committee can request the assistance of any expert if necessary.
Art. 41 - THE committee has the right to hold a meeting immediately upon receipt of the file mentioned in above article 40 also if necessary upon of its president.
| Title VII - GENERAL CONDITIONS APPLICABLE TO TRANSFER OF OWNERSHIP |
Art. 42 -FOR any public enterprise admitted to privatization which balance sheet of the previous year is not certified correct and sincere by the auditor, the council shall, priory to any transfer operation, have an audit report established by authorized professionals confirming the figures of the balance-sheet, or the accountancy situation which was taken as basis for its evaluation.
Art. 43 -BEFORE any sale of shares, or other transferable securities, or assets of a public enterprise, the council shall have to make sure that all accountancy regularization's have been operated, and that the statutory re-evaluations of untransefrable securities well shown in the balance-sheet of the public enterprise, and the it is not in a position under the legal provisions ruling the bankruptcy or the dissolution.
When an element of the balance sheet is not in accordance with regular accounting value, this last, must be reconstituted according to expert advice.
Art. 44 - IN order the enable in general manner, a wide participation of the public and the employees to the assets of the public enterprises admitted for privatization, the shares, or securities can be split into lower value.
Art. 45 - ANY total or partial transfer of ownership must be effected after adverting formalities, and eventually, statutory modification in accordance with the law and the regulation in force.
Art. 46 -THE public enterprise employees have a right of pre-emption and a maximum discount of 15 % of the price of the transaction for the total or partial take over of the public enterprise assets.
This right must be exercised within a period of three (3) months starting from the notification date of the price of the transaction offer to employees.
These last are obligatory required to organize themselves and set up a company in accordance with legal form ruled by the law.
Art. 47 - THE chargeable accounts and the conditions of the income utilization further to the transactions of privatization are specified by the provisions of the finance law.
Art. 48 -THE transaction effected within the framework of this Ordinance, beneficiate in full right of the guarantees stated in the legislative decree n° 93-12 of October 5th 1993, and especially the right of transfer in proportion of the contribution brought in hard currency.
Art. 49 - THE transactions of privatization effected under this Ordinance must be realized to the provisions of the above Ordinance n° 95-06 of January 25th 1995.
| Title VIII - INCOMPARIBILITY OF THE FUNCTIONS AND PROFESSIONAL SECRECY |
Art. 50 - THE quality of member of the institution, member of the council and its administration, member of the control committee of the transactions of privatization, member of the committee of the offers envelops opening, is incompatible with the exercise of a mandate in the board of directors, or in the council of supervisors, and manager of any commercial public or private company and/or having interest during all along the period of this mandate.
This incompatibility is extended to the experts and their partners, and to the partners of persons mentioned in above paragraph.
Art. 51 - THE persons mentioned in above article 50, and their partners are not authorized to stand as purchasers of shares, or other transferable securities or assets of privatized companies, neither directly nor indirectly all along the duration of their function, and during three (3) years after they leave their function.
All those persons are tied up with the professional secrecy upon all the information's which they can be aware of, at the occasion of their mission.
| Title IX - SANCTIONS |
Art. 52 -ANY disregard of the provisions of the article 24 and the second paragraph of the article 51 of this Ordinance, constitute an aggravated infraction of disclosure of professional secrecy and commit the responsibility civil and penal of the persons in cause according of the article 302 of the penal Code.
Art. 53 - ANY disregard of the provisions of the article 50 of this Ordinance constitute an infraction to the rules of incompatibility of the function and commit the responsibility administrative, civil and penal of the persons in cause.
Beside the systematic exclusion of the persons in cause out of their functions, this infraction is punished by a fine of ten thousand dinars (10.000 DA) unto one hundred thousand dinars (100.000 DA).
Art. 54 - THE disregard of the provisions of the first paragraph of article 51 of this Ordinance constitute an aggravated infraction of non-respect of the obligations and commit the civil and penal responsibility of the persons in cause.
Any infraction to these provisions is liable to lead to the cancellation of the transaction. In this case, the transaction value is considered definitely acquired by the state treasury.
The infraction is punished by:
•A fine of twice unto five times of the realized transaction.
•From one (1) month to one (1) year imprisonment.
•Or only one of these two punishments.
| Title X - MISCELLANCONS PROVISIONS |
Art. 55 -THE organs in view by this Ordinance must be set up and ready for action, at latest within six (6) months time after the date of issue of this Ordinance in the official Gazette of the popular and democratic Algerian republic.
Art. 56 - NOTWITHESTANDING the legislative provisions in force, the organization and execution of the privatization schedule of the admitted enterprises within the framework of the above article 5 are ruled by the provisions of this Ordinance.
Art. 57 -THE Ordinance will be published in the official gazette of the popular and democratic Algerian republic.
Ordinance N° 97-12 of March 19th, 1997
modifying and completing the
Ordinance N° 95-22 of August 26th 1995
in related to the privatization of the public enterprises
| THE PRESIDENT OF THE REPUBLIC. |
•Considering the Constitution especially its Articles 122, 126 and 179.
•Considering the Ordinance N° 75-58 of Sept. 26th 1975 modified and completed ruling the civil Code.
•Considering the Ordinance N° 75-79 of Sept. 26th 1975, modified and completed, ruling the Code of commerce.
•Considering the law N° 83-17 of July 16th 1983, modified and completed, ruling the Code of water.
•Considering the law N° 84-06 of January 7th 1984, modified and completed, related to the activities.
•Considering the law N° 86-14 of August 1986, modified and completed, related to the activities of prospects, research, exportation and transportation through pipeline of hydrocarbons.
•Considering the law N° 88-01 of January 12th 1988, modified and completed, ruling guidance of the public and economic enterprises.
•Considering the law N° 88-02 of January 12th 1988, modified and completed, related to the planification.
•Considering the law N° 90-10 of April 14th 1990, modified and completed, related to the money and credit.
•Considering the law 90-30 of April 14th 1990, modified and completed, related and the money and credit.
•Considering the law N° 88-02 of December 1st 1990, ruling the land real - estate ownership of the government especially its articles 2, 3, 4, 12, 18, 107 and 108.
•Considering the legislative decree N° 93-10 of May 23, RD 1993, modified and completed, related to the stock exchange.
•Considering the legislative decree N° 93-12 of October 5th 1993 related to the investment promotion.
•Considering the legislative decree N° 93-18 of December 29th 1993, ruling the finance law of 1994.
•Considering the legislative decree N° 94-18 of December 29th 1993, ruling the completion of the finance law of 1994.Ordinance N° 95-06 January 25th 1995, related to the trading competition.
•Considering the Ordinance N° 95-22 of August 26th 1995 related to the privatization of the public enterprises.
•Considering the Ordinance N° 95-25 of September 25th 1995 related to the management of the government business assets.
•Considering the Ordinance N° 96-08 of January 10th 1996 related to the organisms of collective investments in transferable securities (OPCVM).
Art. 1 - THE line-paragraph 1 of Article N° 1 of the Ordinance N° 95/22 of 29th 1995 modified, completed and written as follows:
"This Ordinance set up the general of the property privatization:
•Enterprises assets, directly help by the government and/or moral persons of public right ;
•Assets of self - management affiliates of the enterprises which belong to the government. (The rest unchanged)"
Art. 2 -THE article N° 4 of the Ordinance N° 95-22 of August 26th 1995, is modified, completed and written as follows:
"Article 4 the transactions of privatization stated in above Article 2, for which the buyers are committed to rehabilitate or modernize the enterprise and/or keep all or part of the employees, and carry on the enterprise activity, can
The terms and conditions for application of this article will be fixed by statutory Settlement".
Art. 3 -THE line-paragraph of Article 8 of the Ordinance N° 95/22 of August 26th 1995 modified, completed and written as follows:
"Submit to the government for decision, after report of the council and the committee, in accordance to the above articles 11 and 38, the file of the transaction containing especially the evaluation and the price index, so as the procedures and method of transfer of ownership, or the privatization of management. (The rest Unchanged)"
Art. 4 - THE line-paragraph 3 of the Article 14 of the Ordinance 95-22 of August 26th 1995 is cancelled.
Art. 5 - THE line-paragraph 2 of Article 15 of the Ordinance 95-22 of August 26th 1995, is modified, completed and written as follows :
The methods of transaction can be effected:
•Whether through mechanism of financial market (by introduction into the stock-exchange, or public offer of sale at fixed price) ; or by tender.
•Or by procedure of mutual agreement upon decision of institution in charge of the privatization.
•Or by any other method of privatization in view to promote the popular shareholders in accordance with the methods which shall be fixed by statutory settlement.
Art. 6 - THE Article 21 of the Ordinance 95-22 of August 26th 1995, is cancelled.
Art. 7 - THE Article 22 of the Ordinance 95-22 of August 26th 1995, is modified, completed and written as follows:
Article 22 the managing staff and/or the managing-directors of the public enterprises admitted to privatization are liable to:
•To carry on the functioning of the SAID enterprises.
•To furnish to the institution and to the council of privatization all useful information's.
•Put up to date all financial and accounting documents, and specially the inventory records.
•To take all measures in view to prepare the public enterprise or its assets for the privatization, and if necessary, to insure the execution according to instructions of the Institution".
Art. 8 -THE Article 31 of the Ordinance 95-22 of August 26th 1995, is modified, is completed and written as follows:
"For the enterprises which transfer is effected in favor of employees upon decision of the government".
Art. 9 -THE Article 34 of the Ordinance 95-22 of August 26th 1995, is completed by second line-paragraph and written as follows:
"However, the transaction can be subject to payment by instziment :
· When it is effected in favor of the employees of the concerned enterprise, under the condition specified in the last line-paragraph of the Article 46.
· Upon proposal of the council and decision of the government for the buyers other than employees.
· The methods of application of this article shall be specified by statutory settlement".
Art. 10 -THE line-paragraph 2 of the Article 36 of the Ordinance 95-22 August 26th 1995, is modified, completed and written as follows:
"This quota is represented by shares, without right of vote nor representation in the BOARD of directors.
· The incomes of these shares are manager by a common fund of investment of the employees.
· The methods of application of this Article will be eventually fixed by statutory settlement".
Art. 11 -THE Ordinance will be published in the official gazette of the Popular and Democratic Algerian Republic. |
© World INvestment NEws, 2001.
This is the electronic edition of the special country report on Algeria published in Forbes Global Magazine. 12th November, 2001 Issue.
Developed by AgenciaE.Tv Communication |
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ALGERIA,
