MAURITIUS Law and Practice Contributed by: Shalinee Dreepaul Halkhoree, Ankusha Nathoo-Lallah and Namrata Jeewooth, Juristconsult Chambers (DLA Piper Africa)
ing issuer” (excluding non-listed Global Business Licence companies). 2.2 Primary Regulators The primary regulators for M&A activity are as follows. • The Registrar of Companies (ROC) in relation to the provisions of the Companies Act 2001, as amended. • The Financial Services Commission (FSC) and the Stock Exchange of Mauritius, pursuant to the provisions of: (a) the Securities Act 2005, as amended; (b) the Securities (Public Offer) Rules 2007, as amended; (c) the Securities (Preferential Offer) Rules 2017, as amended; (d) the Takeover Rules, as amended; (e) the Securities (Purchase of Own Shares) Rules 2008, as amended; and (f) the Financial Services Act 2007, as amended, where the target company holds a specialised licence. • The Competition Commission, as regards competi - tion law matters under the Competition Act 2007, as amended. 2.3 Restrictions on Foreign Investments Mauritius maintains an open investment regime with no overarching restrictions on foreign investment. However, regulatory approvals are required in specific situations, particularly: • property ownership by non-citizens, which is only permitted through approved schemes, adminis - tered by the Economic Development Board; • notification to the FSC whenever a person becomes the holder of 20% or more of a com - pany’s shares or its voting powers, whether directly or indirectly; and • notification to the ROC whenever there is a change of shareholding by way of transfer of shares or issue of shares. 2.4 Antitrust Regulations Regulatory Framework The Competition Act 2007, as amended regulates business combinations. The Competition Commission
of Mauritius (CCM) is responsible for reviewing M&A to ensure that they do not substantially lessen competi - tion by adopting anti-competitive conduct. Review of Merger Situation by the CCM Only those mergers shall be subject to review by the CCM where: • all the parties together, after a merger, shall acquire or supply more than 30% or more of goods and services (which they were providing before) on a relevant market; or • one of the parties to the merger alone supplies or acquires prior to the merger 30% or more of goods or services on a relevant market; and • the CCM has reasonable grounds to believe that the merger situation has resulted in or is likely to result in a substantial lessening of competition within any market for goods and services. Remedies in Merger Control The CCM may provide structural or behavioural rem - edies both in prospective and completed mergers to prevent or remedy a substantial lessening of competi - tion, including ordering divestitures, halting implemen - tation, imposing conduct requirements, taking urgent interim measures, and enforcing compliance through the Judge in Chambers, where applicable. Merger Notification to the Common Market for Eastern and Southern Africa (COMESA) Mauritius also remains subject to the COMESA Com - petition Regulations for cross‑border mergers due to its status as a COMESA member state, which may eventually also include notification of notifiable merg - ers to the COMESA Competition and Consumer Com - The Workers Rights Act 2019, as amended and the Employment Relations Act 2008 are the two main labour laws in Mauritius. In the context of M&A, where an acquisition results in workforce reduction, the employer will have to follow the statutory reduction of workforce procedure, including negotiation with trade unions and in cases that are escalated to the Redun - dancy Board. Where there is no reduction of work - force after the M&A, the new employer must ensure mission prior to implementation. 2.5 Labour Law Regulations
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