Profils du marché

Tunisia Stock Exchange (TSE) 
The Bourse des Valeurs Mobilières de Tunis (BVMT) was established in 1969. The act 94/117 of 14/11/1994 set the legal framework for the establishment of the Tunisian market, the reorganisation of the Financial Market, etc. The capital of the TSE is equally owned by local brokers.

Starting from January 1, 2023, listed equities are grouped into three compartments:

• Compartment “A” : Issuers with market capitalization exceeding 200 million TND;
• Compartment “B” : Issuers with market capitalization less than 200 million TND;
• Compartment ”S” : Issuers who:
• Have not been able to ensure regulatory and mandatory disclosure of their financial information (financial statements 2021, financial statements 2022, quarter activity indicators), or
• Are affected by events that might cause sustainable disruption of their situation or affect smooth running of the market    

TSE migrated to OPTIC new electronic trading system in August 2021.

The most liquid shares are traded continuously between 09:00 to 14:00 (Continuous Trading).
The less liquid are traded in fixing mode three times a day, at 09:00, 11:00 and 13:00.(Fixing)

Monday to Friday

ISIN: Yes
Other: Not applicable

Financial Market Council (CMF) regulates and monitors all financial participants. The CMF was established in 1999 and has issued several administrative decisions and regulations aimed at improving transparency and boosting investor confidence. These include regulations for licensed companies, capital adequacy requirements and disclosure requirements for listed companies. The CMF is currently working on a draft financial law, which is based on US and EU models to provide Tunisia with a framework up to international best practice standards.

The High Board of Investment, is responsible for granting permission to non-resident investors to surpass the FOL for companies where specific Foreign Ownership Limit (FOL). The High Board of Investment also grants foreign investors permission to invest in corporate bonds. The chairman of this commission represents the Tunisian Prime Minister; other members include the Ministers of Finance, the minister of Industry, the minister of Commerce, the Minister in charge of State Propriety, and the Governor of the Central Bank of Tunisia. The Chairman can invite any person who’s presence will be helpful for the related agenda.

All securities are dematerialised at the depository.

Plus or minus 6.09% per day. For newly listed securities the price variation can reach 18% per day, the three first days.

Available for registration of unlisted securities, government/corporate bonds and block transactions of listed securities. Available for foreign and local investors

Book-Entry: Securities held at Tunisie Clearing are registered automatically within three working days of trade execution in the name of the account holder at the issuer registrar or his mandated entity. For some non-listed equities and corporate bonds held outside Tunisie Clearing, registration is in the name of the beneficial owner and can take up to three months. Securities are available for trading during the registration process.

Securities in Tunisia are in registered form with registration being in the name of the beneficial owner. All trades executed on the Tunis Stock Exchange are required by law to be re-registered on the register of the issuing company.

Nominee name registration is not recognised in Tunisia. Non-resident investors must open convertible TND cash accounts in order to repatriate proceeds from sales, redemptions or income provided the correct documentation on the initial securities purchase based on a foreign exchange trade is in place.

Physical: Not applicable

N/A

Tunisie Clearing: Tunisie Clearing is the sole central depository for listed equities, some non-listed equities, BTA's and corporate bonds. Tunisie Clearing’s capital is equally held by brokers and seven local banks.
All securities are held at Tunisie Clearing in dematerialised form. Tunisie Clearing assigns ISIN codes to all securities. The CMF (The Financial Market Counsel) supervises the activities of Tunisie Clearing.

Tunisie Clearing is mandatory for all listed securities and optional for unlisted securities. All listed securities are safekept under dematerialised form at the Tunisie Clearing.

BIS is an international organisation which fosters cooperation among central banks and other agencies in pursuit of monetary and financial stability. The Committee on Payments and Market Infrastructures (CPMI) uses three common structural approaches, or models, to categorise the links between delivery and payment in a securities settlement system.

The current applicable model is BIS 2 (net cash payments followed by gross securities transfers).

Book-Entry: Securities held at Tunisie Clearing are registered automatically within five working days of trade execution in the name of the end beneficiary owner.. For some non-listed equities and corporate bonds held outside Tunisie Clearing, registration is in the name of the beneficial owner and can take up to three months. Securities are available for trading during the registration process.

All securities in Tunisia are in registered form with registration being in the name of the beneficial owner (regulation requirement). All trades executed on the Tunis Stock Exchange are required by law to be re-registered on the register of the issuing company.

Nominee name registration is not recognised in Tunisia. Non-resident investors must open convertible TND cash accounts in order to repatriate proceeds from sales, redemptions or income provided the correct documentation on the initial foreign exchange is in place.

Physical: Not applicable

Since accounts at the CSD are omnibus, local custodians are requested to upload all of their clients’ share movements onto the CSD’s system before SD+1 at 03:00 PM, local time.

Then the CSD will update its records offering registrar services to issuers, who can then download all information from the CSD’s secured platform.

Maximum of three days after trade date.

Shareholdings in this market may be required to be disclosed by the beneficial owner, particularly when such shareholdings reach or exceed prescribed disclosure limits. Investors must ensure that they comply in full by reporting such holdings to the appropriate organisations for this market, within the timeframe required (three business days). If you have any questions regarding this issue we encourage you to consult your legal counsel. 

Failure to comply with the reporting requirements in this market may lead to penalties and / or other sanctions.

Investors must report to the issuing company, to the Stock Exchange and to the CMF the disclosed limits using a particular approved format. The limits are 5%, 10%, 20%, 33.3%, 50% and 66.6%.

If on SD+4 the defaulting broker is still unable to deliver the securities, then the stock exchange informs all brokers that it will purchase these securities on behalf of the defaulting broker on the next day. The price offered will be the last quoted price plus 60% (plus 13% for debt instruments). If the stock exchange is unable to find part or all of the missing shares, then it will declare that the transaction is settled partially with the available securities and the remaining is settled in cash  In the event that a broker is short of cash, the TSE’s guarantee fund will be used to settle the trade.

Not permitted

The TSE manages a Guarantee Fund (Fonds de Garantie de Marché) to protect brokers from a broker's default as per the Ministry of Finance act of April 1, 2009. This fund will intervene to cover non commercial risks for investors.

The fund will be made placement for at least 80% of its amount in Government Bonds.

The fund resources will be as per the following items:

• 5% of the total of each year's fees received by the Tunis Stock Exchange
• Annual contribution for 1,000.000 TND from each local broker
• Brokers contribution (initial, continuous and exceptional)
• Income of the placement of the fund

This fund will aim to cover brokers' defaults at a maximum level of 2/3 of its available balance. TSE will reimburse the investors for whom the TSE decided to apply the Guarantee fund with respect of the prorate principle. The limit of indenisation for each client can not exceed the amount of TND 30,000. 

The limit by investor is 90% of the amount they use in investments and for which the broker is in default.

None of the following persons can be indemnified by the guarantee fund:

• Brokers for their own account transactions
• Manager of the defaulting broker and shareholders having at least 10% of the capital of the brokerage defaulting firm
• Subsidiaries of the defaulting broker
• Spouses, parents, daughters and sons of manager of the defaulting broker and of shareholders for more than 10% of the capital of the defaulting broker.

A second guarantee fund (Fonds de Garantie de Clientèle) has been implemented in April 2009 to indemnify clients in case a broker declares bankruptcy.

Deposit Guarantee Fund - The capped guaranteed amount is 60K TND.

In compliance with the laws and rules about anti-financing terrorism and anti-money laundering, the subcustodian is taking all the measures to counter money laundering and to enhance scrutiny in all operations.

• A Tunisian law has been set up and applied since 2003.
• An internal procedure to counter money laundering has been introduced since 2004.
• Anti money laundering policies are applied to all branches.
• Procedures of updating customer information are available and in application.
• Programs of employee-training to prevent money laundering transactions are currently available to detect suspicious activities, to prevent money laundering and to report it to appropriate authorities. Using legal and regulatory tools, employees are increasing awareness towards all suspicious or unusual transactions.
• Prior to opening an account, the subcustodian requires information on the potential customer or the entity, types of transactions, sources of funds as well as the expected activity.
• Procedures of monitoring and supervising account activities are in place according the guidance of customer due diligence (Know Your Customer) and record-keeping on the business relationship.
• The subcustodian does not maintain accounts for shell banks.

Correspondent accounts maintained by the subcustodian cannot be used to indirectly provide banking services to foreign banks, indirect use of correspondent accounts is forbidden.

For clients serviced out of certain locations this is an FII market. Please refer to the Terms & Conditions for Global Custody or contact your RBC Investor Services' Client Manager before making portfolio investments.

Foreign investors can invest in the majority of listed securities on the Stock Exchange. Ownership is not restricted for foreign investors unless for companies acting in specific sectors where the approval of the High Board of Investment is required. 

For these activity sector, the FOL is indicated in the prospectus of the company when accessing to the primary market.  

A foreign/local investor may not acquire more than 10%, 20%, 33.3%, 50% and 66.6% of any financial institution without prior approval of the Central Bank of Tunisia.  

The foreign ownership limit for government bonds (BTA - Bons du Trésor Assimilables) is 20% of the total amount, planned to be issued over a period of six months, as published by the Ministry of Finance in January and July of each year. The FOL on corporate bonds is 20% aggregate of each corporate bond line issued by listed companies or by companies rated by one of the rating agencies.

The broker cannot check that the 20% ceiling has been reached prior to placing a subscription for a foreign investor. The central depositary is responsible for monitoring the foreign ownership limit for government bonds. The broker has to place the subscription order and if the 20% limit is reached it will be rejected by the Tunisie Clearing. 

The Tunisian Dinar (TND) is not freely convertible. However, non-resident investors opening convertible TND accounts and providing that security purchases have been made with foreign currency may freely repatriate proceeds from sales, redemptions and income. 

Each time an investment is made through a foreign currency import (for example for a buy operation on the stock exchange) all information related to the foreign investor and the investment itself has to be keyed in a dedicated Central Bank Platform as a replacement to the “Fiche d’Investissement” physical document that used to be sent to the CBT. So the repatriation of funds would be possible as stated in the “CODE DES CHANGES ET DU COMMERCE EXTERIEUR”.

The standard process starting from 2019, is that the foreign investor connect to the Central Bank Platform, as for a username and a password to have a secured access. So following each securities purchase, the end investor has to enter all information the investment (securities, amount, currency…) within two months. The investor’s local bank (sub-custodian) has a further month to validate keyed information.

The subcustodian bank remains able to act on behalf of the end client regarding information to be keyed in the platform based on a PoA that has to be signed either by the end client or by the Global custodian.

No restrictions

Electronic compensation / RTGS

Overdrafts are not permitted in this market.

Dividends and interests are paid annually by the issuing company to Tunisie Clearing. The payment is received by check/transfer.. Once funds are available Tunisie Clearing will then credit accounts of custodian at Central Bank of Tunisia.

Annually

Annually

365 days (360 for short term government bonds)

Capital increases (bonus and rights issues) are the most common corporate actions in Tunisia. 

For dividends the high season is between June to August of each year.

Corporate actions events are announced by the Tunis Stock Exchange in the Official Bulletin, the CSD, the Financial Market Council and the local press. 

Rights are tradable on the Tunis Stock Exchange. Entitlement is based on the settled position on record date. Issue rights are quoted and usually tradable for a period of 15-20 days (depending on the prospectus). Bonus Rights are quoted and tradable longer periods (up to 30 years).

Shareholders on the companies' books as at the date of the AGM (Record date) are entitled to receive rights issued. The entitlements are automatically processed by Tunisie Clearing and entitlement is based on the settled positions. Trading of rights is permitted only through locally authorised brokers during the specified period as per the rights offer guidelines issued by the company.

No restrictions

No

Available for review at least 15 days before the meeting, generally in French and in Arabic.

Available upon request

Available upon request

Accepted

Not applicable

10% - effective January 1, 2018, income paid out of the profits realised from 2014 onwards to non-resident investors will be subject to a withholding tax of 10% on Tunisian sourced dividends.

20% withholding tax

The new Financial Law 2021 decreased the withholding tax (WHT) rate on capital gains from 25% to 15%. The cap of 5% of the selling price has been maintained.

Previous WHT rate on capital gain: 25% without exceeding 5% of the selling price.

New WHT rate on capital gain: 15% without exceeding 5% of the selling price.

This new rate is applicable starting from January 1, 2021 (settlement date).  

However, if the sale transaction resulted in a capital loss the transaction tax will not be applied. 

Custodian's local subcustodian bank, Union Internationale de Banques (UIB), will act as the withholding agent for the transaction tax applied on the gross sale proceeds for listed equity securities, shares of mutual fund securities which are processed through UIB. The transaction tax will be withheld out of the sale proceeds on settlement date and remitted to the tax authorities on a monthly basis. 

Non-resident investors resident in a country which has a double taxation agreement in place with Tunisia providing an exemption from capital gains tax will be exempted from the transaction tax on the gross sale proceeds if a valid Certificate of Tax Residency (issued during the current year) is supplied prior to settlement date.

If the final capital gains tax calculated for the year is greater than the withheld amount the additional amount must be remitted to the Tunisian Fiscal Administration. If the final capital gains tax calculated for the year is less than the withheld amount the over-withheld amount may be reclaimed from the Tunisian Fiscal Administration.

Algeria
Austria
Arab Maghreb Union
Belgium
Cameroun
Canada
China
Czech Republic & Slovakia
Denmark
Egypt
Ethiopia
France
Germany
Greece
Hungary
Indonesia
Iran
Italy
Jordan
Korea, South
Kuwait
Lebanon
Luxembourg
Libya
Mali
Malta
Mauritania
Morocco
Netherlands
Norway
Oman
Pakistan
Poland
Portugal
Qatar
Romania
Senegal
Singapore
South Africa
Spain
Sudan
Sweden
Switzerland
Syria
Turkey
United Arab Emirates
United Kingdom & Northern Ireland
United States
Yemen

TND 0.6

VAT at 19%

The withholding tax rate on Tunisian dividend income and interest to residents of countries applying the preferential tax regime (eq to tax haven countries) list is 25%.

Tunisia Calendrier des fêtes

• Financial Market Council (CMF) : cmf.tn
• Tunisie Clearing : tunisieclearing.com
• Stock Market live update : tustex.com.tn
• Tunis Stock Exchange : www.bvmt.com.tn