Decision of the General People’s Committee

No. (118) for the year (2007)

Issuing a regulation for the ownership of public companies

General People’s Committee

Decided

Article (1)

The provisions of this regulation shall apply to public companies as stated in the following articles.

Introductory provisions

Article (2)

In applying the provisions of this regulation, the words and phrases mentioned therein have the corresponding meanings.

• Companies: public or joint companies that the General People’s Committee decides to own.
• Higher Committee: The committee formed by the General People’s Committee to manage the property transfer program.
• The Authority: The General Authority for the Ownership of Companies and Public Economic Units.

Article (3)

What is meant by the ownership of companies is the transfer of public ownership in them to the tools for practicing private and investment economic activities in order to expand the base of ownership and raise efficiency and competitiveness.

Article (4)

The authority undertakes the preparation of offering the companies targeted for ownership, and acting on behalf of the General People’s Committee for Finance and the public legal entities that own them in accepting their ownership rights and the obligations based on them in accordance with the provisions contained in these regulations and the relevant legislation in force.

Article (5)

The authority forms joint sectorial committees with the relevant public sectors to supervise ownership. Its membership includes a number of specialists in the technical, economic and legal fields. It undertakes studies on the targeted companies in order to provide their readiness for ownership, advice and express an opinion on the issues presented to them.

Article (6)

The sectors follow up the preparation for the transfer of ownership of the companies under their supervision in terms of the following:-

• Completing the preparation of budgets and final accounts and completing their examination and approval.
• Follow up on the assets  of the obligations and verify the documents that support the validity and truth of the debt and the reasons for not settling them.
• Follow up on the cases brought against the companies and prepare integrated files about them.
• Studying the technical condition of fixed assets and re-evaluating them based on replacement value.

Preparing an integrated file on the company or unit’s workforce that includes full data, and a statement of receivables and deductions.

Preparing the necessary data and documents for the prospectus of the sale and subscription and introducing the company in terms of the advantages and gains that can be achieved for shareholders.

Article (7)

Priority shall be given to initiating ownership procedures in companies that have an economic feasibility through their involvement in the civil activity, or that the Higher Committee decides to manage the direct ownership transfer program in its ownership procedures.

Article (8)

If the results of studying the conditions of some companies result in the difficulty of their continuity due to their technical, financial and marketing conditions, they may be referred to the Public Companies Liquidation Fund and dissolved bodies for disposal.

Article (9)

The share owned by the community in joint-ownership companies is presented – in accordance with their articles of association – and the necessary measures are taken by the joint sectors committees to ensure the completion of the transfer of ownership.

Evaluation

Article (10)

The Authority, through specialized committees formed with the participation of the concerned sectors, undertakes the evaluation work for the assets and liabilities of the companies in order to reach a financial position on the date of the evaluation at fair value and to determine the appropriate selling price.

Article (11)

The evaluation shall be made in accordance with  the recognized financial methods, including the evaluation by the book value on the date of the evaluation, taking into account the results of the examination and review, if a detailed and comprehensive report is prepared on the business results, accompanied by a brief report of the most important indicators for presentation to the shareholders.

Article (12)

The valuation of companies is carried out at the net asset value to ensure that all obligations are transferred to the new owners for settlement with their own knowledge.

Article (13)

The results of the prepared budgets and final accounts and the actual inventory are relied upon as a basis for evaluation processes and in companies that are late in preparing their budgets. Reliance is placed on records, books, data and the results of the inventory of fixed assets and stock, and what the inventory process shows in the evaluation date to reach a realistic value for the company

Article (14)

The lands are evaluated separately, guided by the level of prices with the Public Property Authority, and they are included for the assets whose ownership is transferred, whether they are real estate documented in the name of the company or the general economic unit or in the name of the Libyan state, provided that the area of ​​the lands that owns definitive ownership is proportional to the actual need for the company’s activity and any surplus  thereof  shall be referred to the Fund for the Liquidation of Public Companies and Dissolved Equipment for disposal by sale according to market prices.

Article (15)

It is permissible to re-evaluate some fixed assets at a value that exceeds the value of their cost in accordance with the applicable scientific accounting evaluation bases.

Article (16)

The Authority shall present the results of the evaluation to the Higher Committee in the form of a detailed report that includes the following:-

• Reviewing the evaluation results and making suggestions about them.
• Suggest the appropriate method of transfer of ownership.
• Suggesting the percentage of shares to be allocated to the employees of the owned Company.
• A statement of the attractive advantages of investment and ownership.
• Suggesting the facilities that are granted to pay the value of ownership in the cases that it is required.
• Results of auctions or negotiation of investment shares.

In order to approve the evaluation results and to indicate the method of offering for ownership that is being followed, the percentage of allocation and all what the committee deems to include foundations, controls, facilities and advantages.

Article (17)

The approved value of ownership is the fair value of the net equity against which the ownership of the assets and liabilities included in the valuation is transferred, regardless of their book value.

Methods of transferring ownership

Article (18)

The ownership of public companies is transferred in the following ways:-

1. By offering shares of public companies for sale through the stock market.
2. Selling shares by public auction.
3. In direct negotiations with the investment authorities.
4. By offering for joint investment.

Ownership by offering shares for sale and trading

Article (19)

The Higher Committee shall determine the companies that are owned by offering their shares for sale through the stock market and by one of the following methods:-

1. Offer the company’s shares at market value in the trading market at an initial price determined according to the results of the re-evaluation and the number of shares.
2. Adjusting the company’s capital, net of equity, according to the results of the re-evaluation, and placing it in the trading market at the nominal value of the shares.

Article (20)

The Authority, in coordination with the concerned sectors, shall amend the companies’ articles of association after announcing their ownership, in order to ensure that the transitional phase of ownership transfer is addressed and the assets covered by the ownership are preserved.

Article (21)

The Higher Committee determines the percentages that are offered for sale and trading of the company’s shares and the selling price in accordance with the results and proposals submitted to it by the Authority in this regard.

Article (22)

The Supreme Committee may approve granting nominal shares free of charge to the company’s employees, if they are not disposed of by sale before the lapse of three years.

Article (23)

The Authority shall prepare a file on the company that includes all the documents and data necessary for the offering in the stock market and the execution of the sale.

Article (24)

The Authority is responsible for following up the procedures for offering shares and proposing to amend the selling prices in accordance with the results of the study of market conditions. It also monitors the value obtained from the sale of shares and deposits it in the account designated for that.

Ownership by selling shares by auction

Article (25)

Partial offering for the ownership of companies, selling shares of property rights, guided by the results of the evaluation, may be carried out by public bidding among the tools for carrying out economic activities.

Article (26)

Bidding on shares is carried out by the legislation in force, and its results are approved by the Higher Committee for the Management of the Transfer of Ownership Program.

Article (27)

The Higher Committee shall allocate a share of the property rights for free ownership of the company’s employees.

Article (28)

The new owners may reorganize the company by the principles outlined in the legislation regulating the conduct of economic activities.

Ownership is in direct negotiation with the investment authorities.

Article (29)

The Higher Committee may authorize the Authority to initiate negotiations with funds or investment agencies wishing to fully or partially own companies, taking into account the following principles:

• Evaluation results in various accounting methods.
• Future returns on investment.
• Funding program for development and replacement work for applicants.

Subsequent public offering.

Article (30)

The Higher Committee approves the negotiation results for the Management of the Transfer of Ownership Program, if the ownership transfer contract includes the foundations, rights, and obligations of the contracting parties.

Ownership of employees

Article (31)

The ownership of some small-sized companies may be transferred to its employees, and the ownership contract is concluded between the Authority and the employees who are owned, including the value of the net assets subject to the transfer of ownership and all the foundations regulating the transfer of ownership and guaranteeing rights and obligations.

Offering for joint local and foreign investment

Article (32)

Sectoral committees undertake detailed studies procedures for companies whose development requires techniques and high managerial technical knowledge to enable them to raise their competitive efficiency in the local and international markets and propose percentages of contribution to be offered for joint investment. In all the cases , the national participation rate must not be less than (35%) of the company’s capital Ownership for foreign investors to participate.

Article (33)

Information and data about the companies and units that are decided to be offered for joint investment are published to those wishing to do so, provided that those wishing to invest submit profiles that include all information, data, and certificates supporting their capabilities, specialization, and their proposed investment program. These investors have the right to conduct field visits to inspect these companies.

Article (34)

Investors’ contribution to owning part of the shares of the offered companies shall be by selling the offered shares at a specified price, and any of them may be sold while leaving the price open for auction. In this case, the sale is determined according to the following:

1. Selling by public auction.
2. Selling by limited bidding by studying the information received about all applicants and reaching a list that includes a number of them, who are invited to submit detailed offers for purchase.

Article (35)

The Authority shall prepare the bid specifications for the general or limited bidding, if it includes detailed data about the company or unit offered for investment and the conditions that must be met for the bid to be considered acceptable and valid for study. The prospectus for the subscription and the advertisement format is also prepared.

The following should be taken into account when selling by auction:-

1. Publishing the advertisement for the request for offers in two daily newspapers of the wide circulation three times in a row and at least one of the magazines or specialized newspapers with wide circulation and through information networks and websites.
2. Announcement of the invitation must be made to the applicants to obtain a brochure of conditions and the specified period to submit the offer, visit the companies whose assets or shares are offered for sale, and express their readiness to provide the required information about them.
3. It must be among the conditions to keep the workers and preserve their rights.
4. Those wishing to submit offers for purchase are granted a period of no less than (60) days from the date of the announcement to prepare and submit their offers.
5. The bidders are required to prepare two separate and closed envelopes, the first is technical and the other is financial, on each of which is written the name of the company and the shares to be purchased.
6. Attached with the offer is a guarantee of commitment by a check or a  bank letter whose value is specified in the advertisement.
7. Offers are valid for at least (90) days after the end of the period specified for submitting offers.

Article (36)

The person who is invited to participate in the limited auction should take into account the following:

1. Previous experience in investing and managing successful companies or developing troubled companies and turning them into successful companies.
2. Financial ability to purchase and a serious desire to invest.
3. The ability to provide experience and knowledge that was not available before, use advanced technology, develop sales activity and open new markets at home and abroad.

Article (37)

According to the sales contract, the buyer has the right to examine and review the assets that he contracted to purchase and receive within the agreed period.

Final Provisions

Article (38)

When acquiring companies with high economic feasibility, the priority of the contribution of the Economic and Social Development Fund is taken into account in the interest of those with income at least 25% of the shares, regardless of the method of ownership.

Article (39)

Taking into account what is mentioned in the previous articles, the company may sell one of the tools for practicing economic activities as a single unit with indicators of its value and its return activity.

Article (40)

The employees of the company shall transfer to the entity to which the ownership is transferred all their rights and obligations along with their right to work by the legislation in force.

Article (41)

Permission may be given to settling the rights of former shareholders in companies by granting them alternative shares according to the shareholder’s desire in one of the following ways:

• The value of the original contribution.
• The value of the shares according to the results of the evaluation.
• The value of the shares according to the ownership rights as shown in the books in the last balance sheet of the company before the acquisition.

Article (42)

The owned companies can borrow from specialized or commercial banks to finance their activities and mortgage the assets that are the subject of the ownership contract. It is permissible to exempt owned companies with productive activity for export purposes from electricity and water fees and other exemptions and other benefits by decisions of the General People’s Committee based on the proposal of the Higher Committee for the Management of the Transfer of Ownership Program.

Article (43)

The proceeds of the sale shall be deposited in the account of the ownership installments determined by the General People’s Committee for Finance.

Article (44)

The formation of the general assemblies, the selection of management and control committees, the competence and tasks of each of them, and the basis for organizing their work in the owned companies, according to the provisions of the executive regulations of the law on the exercise of economic activities, provided that the General Authority for the Ownership of Companies and Public Economic Units is represented by membership in the control committees of the company or unit whose ownership is transferred.

Article (45)

Any dispute and any problems will be resolved during the transitional phase, which ends with the payment of the full value of the ownership, by negotiation between the departments of the owned Company and the Commission. The Supreme Committee is referred to the issues in which an appropriate solution is reached, and its opinion is final.

Article (46)

The managements of the owned Company are obligated to maintain all documents, records and financial books of the previous companies, and this obligation shall remain in place until the completion of the inspection and review work by the regulatory authorities.

Article (47)

Ownership of companies does not preclude the right of the supervisory authorities to monitor the extent to which previous administrations of public companies apply the laws and administrative and financial regulations.

Article (48)

The deletion or amendment of the commercial register of companies whose ownership is transferred as of the date of concluding their ownership contract, in accordance with the legislation in force.

Article (49)

It is prohibited for the employees of the Authority and the evaluation committees to own shares in the companies they are evaluating, except after three years of ownership.

Article (50)

The regulation of the ownership of public companies and economic units issued by the decision of the General People’s Committee No. (52) of 1373 F.R referred to, as well as any provision that contradicts the provisions of this regulation, shall be cancelled.

Article (51)

This regulation shall be effective from the date of its issuance, and the competent authorities shall implement it and shall be published in the Procedures Code.

General People’s Committee

Issued on Safar 17 Corresponding to 6/3/1375 A.R. (2007 Christian)