AVZ Contract with Cominiere

TDLR: Cominiere have broken the terms of their contract with AVZ by disallowing the right of pre-emption for other shareholders. Contract linked below.

Hi all,

Thanks to Twitter, I have found the contract between Cominiere and AVZ that discusses the 'rights of refusal' or 'right of pre-emption' that is mentioned in the contract.

I have only translated a few parts, but it seems that AVZ has the right of pre-emption as allowed in the contract because...

Under article 9 (Transfer of Shares), section B (to third Parties)...

'From the receipt by each of the Shareholders of a notification issued by theSeller indicating the number of shares it intends to sell (designated, for the purposes of thethis Article, the "Transferred Shares"), the identity of the Transferee as well as the price ofintended transfer (the "Notification of Transfer"), each Shareholder is entitled to exercise hisRight of Pre-emption for a period of forty (40) calendar days'. [AVZ is a shareholder]

Also the (Dathcom) board needs to be alerted of the said transfer at least 8 days before it happens.

I thought I read somewhere that Cominiere attempte to call a (Dathcom) board meeting, but I think they claimed their calls for a board meeting went un-answered (did covid play into AVZs ability to meet?). I am not sure to the veracity of Cominiere's claims - if I remember correctly). Regardless, it seems that Cominiere have gone ahead with something where they did not have the legal right to do so. And, it would seem that further legal due process will uncover this (especially if it goes to a higher court or appointed court official that will review the case).

Of note: I only have a rudimentary understanding of Law having only taken a few formal units and my Bahasa Prancis (French) is not that good.

Do we have any good lawyers or (intelligent) people that would like to analyse the contract for the rest of us?


Here is the contract...

2021 CONTRAT DATHOMIR OK 3.pdf (cominiere.cd)

La Cominière SA (cominiere.cd) (contract site)


My buy sentiment reflects my confidence that this will be sorted out and the market has overreacted to this. Obviously this depends various things (such as your understanding of different levels of government/departments in developing countries, risk appetite, etc.) and and your own understanding might vary.

Cheers.