A case that risks "driving" Canadian investors from the takeover of the Banque de l'Habitat de Côte d'Ivoire (BHCI) and poisoning in a few days, will the sky of secular diplomatic relations between Canada and Côte d'Ivoire soon break out? Are the Ivorian Head of State, the Prime Minister, the Minister of Economy and Finance in the scent of what is going on behind their backs? Beware, the lives of 282 employees working in this bank are dangerously threatened by crooked and greedy businessmen who maneuver in the shadows to declare this transaction invalid. To whom do we want to sell this banking institution behind the backs of President Alassane Ouattara, Prime Minister Amadou Gon Coulibaly and the Minister of Economy and Finance, Adama Koné? Our dossier.
•    GENESIS OF THE CASE
It all started on Monday 02 October 2017. J.D. Diabira, Chef Executive Officer sends a confirmation letter by letter to Mr. Stéphane Charbit, Director, Sovereign Group Kothschild-Global Financial Advisory, 23 Bis, Avenue de Messine – Paris, France 75008. Westbridge/BHCI-Off-market receivables in these terms: "I am pleased to inform you of the decision of the Board of Directors of Westbridge Mortgage REIT to accept the off-market receivables treatment plan, as proposed by the Ministry of Economy and Finance of Côte d'Ivoire". And Mr. JD Diabira to specify in his missive, the contours of the said plan:
1-    A payment in "good faith" from the Ivorian State in the amount of 214 million FCFA, corresponding to the arrears on the SOTRA debt;
2-    The securitization of the remaining stock of public sector commitments, amounting to CFAF 5.948 billion (outstanding CFAF 5.358 billion and arrears of CFAF 590 million) as follows:
a)    The consolidation of the stock of off-market receivables totalling CFAF 5.948 billion;
b)    The delivery to the BHCI by the State of a Nominative Certificate of Obligation (CNO) of a value corresponding to the above amount, i.e. 5.948 billion FCFA;
3-    A certificate of Guarantee of the NoC's Convertibility into regional financial market securities during Government bond issues. The Chief Executive Officer, JD Diabira ends his letter with this formula: "I remain with my entire team, at your entire disposal to conclude this transaction as soon as possible." the buyers of the BHCI will know later when they snoop into the books of account of the said bank.
12 billion bad loans found, another 4 billion hidden debts.
Canadian investors or buyers, by scrutinizing the accounts of the BHCI, will discover bewildered, bad loans amounting to 12 billion of our francs. By pushing their investigations further, they will still discover the pot aux roses or what has been hidden so far from the President of the Republic, the Prime Minister and also the Minister of Economy and Finance. Another 4 billion CFA francs of well-hidden or concealed debts. Half of these debts would be the fact or would be due to Officials of the Ivorian government who would have so far, used the BHCI as their cash cow, in the total night and well without the knowledge of the Ivorian Head of State, HE Alassane Ouattara and also prime minister Amadou Gon Coulibaly and the minister in charge, Adama Koné. A case of bad governance of which these three personalities would not be scented. Never mind. Canadians determined to conclude the transaction without revealing this pot aux roses, access an arrangement for a rescheduling to the tune of 4 billion FCFA unjustified. But this goodwill of Canadians will be confronted with the submarine of some Ivorian businessmen well known in our skies as crooked and greedy investors, who embrace too much and of whom we remain silent in this first part of our incursion into the BHCI, names and surnames. More curious is also the attitude of the first magistrate of the municipality of Bingerville who would have opposed, we do not know for what reason, an unexplained hide-and-seek as to visit with them the site which must house nearly 160 housing units for the benefit of the employees of the BHCI whose construction work would be well advanced. What justified his game of hide and seek? Has he received threats from underground hands maneuvering to "drive" these Canadian investors out of the BHCI takeover? The case would make a big noise within the Canadian authorities who are closely following this issue that risks polluting tomorrow the sky of the centuries-old relations of win-win bilateral cooperation between this country and Côte d'Ivoire. While President Alassane Ouattara and Prime Minister Amadou Gon Coulibaly are calling on foreign investors to come and invest in Côte d'Ivoire, there are insatiable Ivorian businessmen and members of the AGC government behaving like "elephants in a china shop" to crush the efforts of the Head of the Ivorian state or even unnecessarily oppose it to foreign powers like Canada. To whom do we want to finally sell the BHCI? It is these those known for their methods of activists who pull the chestnuts out of the fire and the Ivorian Boom will soon denounce them, these "enemies" of development efforts, good governance Ouattara.
•    The letter from Minister Adama Koné that puts him above suspicion.
Canadians, it must be said loud and clear today, have followed all the regulatory steps for the purchase of BHCI: submission to the brilliantly won tender for the transaction. But several months later, a dark hand had fun removing from the circuit the file of acquisition of BHCI by the Canadian buyers. What these unscrupulous agents have royally forgotten is that investors ready to succeed smoothly in this transaction, have in their possession all the documents, the duplicates, of the Banking Commission of the BCEAO, of the WAEMU. A bank, the owner can sell it to whomever he wants and to the highest bidder. It is in this perspective that the Minister of Economy and Finance, HE Adama Koné, found the approach of Canadians well founded since having submitted to all the legal obligations or conditionalities of the transaction, therefore addressed in good faith on April 30, 2019, the following letter to the Director General of the Banque de l'Habitat de Côte d'Ivoire (BHCI) to decide on his request for authorization of the modification of the shareholding structure of the said bank and which mentions the following:
''By letter N/Ref: SEC/KA/IRS37M 190227 D/19 of 28 March 2019, the National Director of the BCEAO sent me Decision No. 082-12-2018/CB/C of 14 December 2018, giving assent in favour of an application for prior authorization for the modification of the shareholding structure of the Banque de l'Habitat de Ivory Coast. Consequently, I have the honor to transmit to you herewith, the decree signed to this effect ", dixit Adama Koné, Minister of Economy and Finance.
•    What does this order of the responsible minister say?
''Considering that the BHCI's request was lodged in accordance with the procedure in force; stops :
Article 1: Is authorized the modification of the shareholding structure of the Banque de l'Habitat de Côte d'Ivoire abbreviated BHCI, induced by the entry of the company WestBridge Mortgage Reit to the capital of the institution up to 51.6%.
Article 2: At the end of the above-mentioned operation, the capital structure of BHCI is as follows:
-    WestBridge Mortgage Reit: 51.6%
-    SCI-Demack: 35.21%;
-    Société des Mutuelles d'Assurance-Vie (SOMAVIE): 9.9%;
-    NSIA-Life: 1.1%;
Article 3: The Director General of the Treasury and Public Accounting and the National Director of the Central Bank of West African States (BCEAO) for Côte d'Ivoire ensure, each as far as he is concerned, the execution of this decree which will be published in the Official Journal of the Republic of Côte d'Ivoire'', wrote on April 30, 2019, Adama Koné, Minister of Economy and Finance, with ampliations to the Presidency of the Republic, General Secretariat of the Government, MEF/Cab, CB UEMOA; BCEAO; DGTCP; APBEF/CI; BHCI; Archives.
With such an order, what Ivorian businessman, or which official of this country wants to sweeten himself on the back of the Ivorian state or monopolize without having followed all the legal procedures, this "sesame" obtained by WestBridge Mortgage Reit? There is today a strong smell of cronyism, clanism, clientelism, a conspiracy whose unavowed goal is to "drive out" of Côte d'Ivoire these Canadian investors tired of these "shenanigans" around a case they have already "tied up, managed and looped''. But who is working against the Ivorian state and employees?
•    So questions waiting for precise answers: what dark hands are behind this case?
Is the President of the Republic, HE Alassane Ouattara, who is anxious to diversify the sources of private investment to revive the economy of his country, informed of these difficulties created expressly by "peanut grillers" of the new times to send these Canadian investors back to their country? Are the PM and the minister in charge nowadays in the perfume of what is woven around this file classified in drawers, somewhere, to satisfy Ivorian businessmen too greedy and greedy on all sides? What will be tomorrow's decision of the Canadian government against the Ivorian government team since it is following this issue from Ottawa to end? Be careful, champions of schemes and other bribes will soon put Canada and Côte d'Ivoire in talks for personal and selfish interests? The ball is therefore in the court today of the PR, the PM and the Minister of Economy and Finance to put order in this file, before the Canadian government denounces, informed, possible cases of corruption in the refusal to cede the BHCI to its Canadian businessmen to satisfy other Ivorian businessmen, infamous for their takeover practices on all the juicy business in this country? Because enough is enough!
•    This says the minutes of the meeting with Westbridge on July 15, 2019 in the Prime Minister's Office with the Privatization Committee of the BHCI.

I-    Background of the meeting

The government has decided to sell to Westbridge Structural Mortgage Credit, Corp, by decree n)2017-509 of August 2, 2017, the entire participation of the State (41.3%), BNI (5.5%) and SICOGI (4.8%) or 349,700 shares, representing 51.6% of the share capital and voting rights of the Banque de l'Habitat de Côte d'Ivoire (BHCI), of which 1% is reserved for staff;

In accordance with the sale and acquisition contract signed on January 14, 2018, this sale will be effective, subject to the fulfillment of certain conditions precedent, in particular:
-    The authorization of the sale of shares by order of the Minister of Economy and Finance (MEF), in accordance with Article 39 of the Banking Law after favorable assent of the Banking Commission of the West African Monetary Union (WAMU);
-    The signature by the parties of the reiterative deed attesting that the declarations contained in the contract of assignment and acquisition, are true, complete in all respects and accurate at the date of assignment.
By letter of 5 July 2019, the Minister of Economy and Finance, in accordance with Decision No. 082-12-2018/CB/c of 14 December 2018 of the WAMU Banking Commission, issued Order No. 176/MEF/DGTCP/DECFinEx of 30 April 2019, authorising the sale to Westbridge Mortgage Credit of 51.6% of the capital of BHCI.
As a result, the Minister instructed the Privatization Committee to finalize the transaction, including the receipt of funds by the State and the effective transfer of ownership of the shares to Westbridge.
In this context, the Privatization Committee invited Mr. JD DIABIRA, Managing Director of Westbridge Mortgage REIT, to participate in a working session, on Monday, July 15, 2019, at the premises of the Privatization Committee in order to decide on the arrangements to be made for the signing of the reiterative deed and the payment of the price. of transfer of shares.
The attendance list is attached to these minutes.

II-    AGENDA
The discussions focused on the following points:
1.    Payment of the sale price of state shares;
2.    Capital increase
3.    Return of 1% of BHCI's capital to staff;
4.    Transfer of shares to WESTBRIDGE.

1.    Payment of the sale price of the shares of the State
The Privatization Committee recalls that the sale and acquisition contract provides, in Articles 4 and 9.2, that the payment of the sale price of the shares, in the amount of one billion two hundred and ninety million (1,290,000,000) CFA francs, is made by delivery of a check certified by a bank domiciled in Côte d'Ivoire, denominated in the name of the Public Treasury of the Republic of Côte d'Ivoire.
In response, Mr. JD Diabira indicates that the payment of the transfer price was made by offsetting the debts and reciprocal claims of the State and Westbridge, as a result of which the claim of the BHCI on the State was reduced by the same amount. This operation was made on the basis of a Debt Securitization Agreement, signed between the State and the BHCI. Consequently, he is surprised that the Privatization Committee is still demanding payment of the sale price to WESTBRIDGE.
In response, the Privatization Committee indicates that the Agreement on the Securitization of Receivables binds the State and the BHCI, and cannot replace the provisions of the Agreement on the Sale and Acquisition of Shares, signed between the State and WESTBRIDGE. At the very least, WESTBRIDGE should prove that it has paid the sale price to BHCI, as compensation for the bank's claim on the State, and excluding its participation in the recapitalisation of the bank.

In response, WESTBRIDGE considers that this compensation is a special provision taken by mutual agreement with the competent Authorities of the State, to ensure that the Lessee does not find himself in a situation of obligation to recapitalize beyond the amount decided by Rothsschild, the Financial Council of the State and by the Bank's Statutory Auditors. This amount was set at 6.6 billion CFA francs at the time of the transaction. After a thorough analysis, the capital deficit turned out to be much higher, including more than 11.2 billion in government debts. The clearing and securitization provision was the mechanism put in place to limit recapitalization costs without adding a new repayment obligation that would cost the State 11 billion
Given the controversy that this clearing and securitization agreement seems to arouse today, WESTBRIDGE is willing to hand over a check in the amount of 1,290,000,000 CFA francs to the State, in accordance with the transfer agreement. This will, however, generate a repayment obligation for the State, of an amount that will vary between 4 and 9 billion CFA francs, corresponding to the share of the increase in the deficit assumed and covered by Westbridge. In addition, the bank will have to record a discount on securitization operation in the amount of 1.2 billion, as recommended by the E&Y Auditors. to date this loss is on Westbridge's books (and not those of the Bank). The Ministry of Economy and Finance (through the Chief of Staff) is in possession of the Letter of Commitment that Westbridge has signed in this regard, to cover the Bank).

2.    Capital increase
Mr. Diabira indicates that the shareholders of the BHCI proceeded, on October 30, 2018, to an increase of 8 billion CFA francs in the share capital of the bank, which brought it from 6.7 to 14.7 billion CFA francs. He adds that the capital subscribed to the increase has been paid up to the tune of 3.6 billion FCA francs, i.e. more than 45%. The balance will be paid in the third quarter of 2019. It recalls that the provisions of the Treaty require the release of at least 25% of the subscribed capital, the rest being liberal in 3 years. Another important reminder, this recapitalization was carried out more than 6 months before Westbridge obtained the Banking License. According to the Divestiture Agreement, the recapitalisation should only take place after obtaining the Banking licence. It is also a recapitalisation that has obtained the approval of the Banking Commission, after evaluation of all the evidence of the operation, from the declaration of notary, to the DNVS, to the presentation of the balance of the Capital Account of the Bank. The Ministry of Economy and Finance is also in possession of the same documents submitted to the Banking Commission (transmitted to the Director of Cabinet during the meeting of Saturday, July 13 with our DG Abou Touré, the Legal Director and our Chief Financial Officer.
The Privatization Committee wished to obtain the documents attesting to the effective increase in capital.
Mr. DIABIRA promised to transmit these documents to the Privatization Committee after the meeting.

3.    Return to staff of 1% of the capital
The Contract for the Sale and Acquisition of Shares provides, in Article 5, that WESTBRIDGE will return to the staff of the bank, 6,776 shares, representing 1% of the share capital and voting rights, at a price not exceeding their purchase price, within six (6) months from the date of acquisition of the shares.
Mr. DIABIRA informs the Privatization Committee that this retrocession has been made and promises to send it the supporting documents of the operation, after the meeting. In addition, during the October 2018 recapitalisation transaction, Westbridge was able to acquire an additional 3% of the Bank's shareholding. And she made a written commitment to the Staff Delegates to pay up to 3% of the Bank's shares to the staff during 2019.

4.    Transfer of shares

WESTBRIDGE notes that the share certificates and shareholders' registers were not sent to it. And that without its certificates it is impossible for it to carry out a new recapitalization or to finalize the fundraising operations for which it committed itself to the State at the time of the Sale of the Bank. The Privatization Committee suggests that he contact the General Directorate of the State Portfolio, the custodian of the State's shares. If all the conditions are met, the formalities for the transfer of the shares can be carried out with the assistance of the Legal Services of the State.
Have signed: For the Ambroise KONE Technical Unit; For Westbridge JD DIABIRA

•    282 employees threatened with unemployment and customers deprived of their savings if the government does not say, that's enough!
If the Canadian buyers tired of being turned into a mess by some officials fond of bribes, champions of corruption vigorously condemned by the President of the Republic, HE Alassane Ouattara, do not stop their "business", they unconsciously expose the Ivorian state to condemnations or sanctions of the Canadian authorities informed on a day-to-day basis about the progress and progress in the said transaction. The skies of relations between the two countries are likely to darken. Secondly, it must be warned that 282 employees are threatened with being thrown into the street tomorrow if Westbridge Mortgage Reit, majority shareholder with 51.6%, does not see its takeover offer² of the Bank satisfied.
With these 282 employees, will be added the customers of the BHCI who will no longer have access to their savings and will undoubtedly invest tomorrow the street to make themselves heard by the Ivorian government. Does he want this other crisis in the run-up to the 2020 presidential election? We do not think so. Faced with the good faith and willingness of the Chief Executive Officer, JD Diabira of Westbridge Mortgage Reit and Affiliate FAMA MAE to work only with Ivorians because he would have been offered Moroccans as collaborators, he issued a polite refusal. No Moroccans at the headquarters in Abidjan, but rather Ivorians in their country. And he has already begun the training of these sons and daughters of Côte d'Ivoire to work alongside him. An enlightened vision that fits well into president Alassane Ouattara's policy of promoting youth, women and employment, as set out in his 2015-2020 government program booklet. Who wants to make lie the Ivorian Head of State who always honors his word? We will soon find out. In the meantime, the managers of Westbridge Mortgage Reit and Affiliate FAMA MAE Abidjan have already brought out of the ground 152 housing units of 3, 4 and 5 rooms with garages that await the employees of the BHCI in the cables of the commune of Bingerville. A city where "plotters" lurking in the shadows yesterday evicted the occupants manu militari one morning, after having taken care to dissuade the mayor of Bingerville from not giving his moral guarantee to the Canadians by making a field visit. The latter would have shone by his silence or his flight forward, without providing reasons for his "uncivilized" act to his hosts, certainly relying on defamatory allegations of the "enemies" of the said project. Yet the German Development Fund and the World Bank's International Finance Corporation (IFC) are involved. Today, Canadians cannot work or roll out their recovery plan, because they would spend most of their time solving the problems, which are really useless to them. Who works against the Ivorian state and the employees whose salaries have never exceeded 200,000 FCFA per month and who nowadays see their salary treatment substantially improved by the majority shareholder?
All eyes are now on President Alassane Ouattara, the only one empowered to say: that's enough!
So that things get back in order, because these are facts and misdeeds that he does not accept at all.

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