MAURITIUS Law and Practice Contributed by: Shalinee Dreepaul Halkhoree, Ankusha Nathoo-Lallah and Namrata Jeewooth, Juristconsult Chambers (DLA Piper Africa)
4.2 Material Shareholding Disclosure Threshold
that the conditions of work under the new contract are not less favourable than under the previous contract. 2.6 National Security Review Mauritius does not maintain any national security review of acquisitions. However, as previously high - lighted, the FSC and the ROC need to be notified in instances where there is a change in shareholding. 3. Recent Legal Developments 3.1 Significant Court Decisions or Legal Developments There have been no significant M&A-related court decisions or legal developments for the past three years. 3.2 Significant Changes to Takeover Law There have been no recent significant changes to takeover law in Mauritius, and the law is not under review either. 4. Stakebuilding 4.1 Principal Stakebuilding Strategies Under Mauritian takeover practice, it is not mandatory but still relatively common for a bidder to build a stake in the target before launching a takeover offer. This practice is recognised in the Mauritian public M&A framework, particularly under the Securities Act 2005 and related FSC rules on takeovers and mergers. The principal stakebuilding strategies include: • market purchases, where the bidder gradually purchases shares on the stock exchange before announcing a takeover offer; • block purchases from existing shareholders, where the bidder negotiates privately with a significant shareholder of the target to acquire a large block of shares; • subscription for newly issued shares, where the bidder may acquire a stake through subscription to
In a public M&A context, disclosure obligations arise where the value of an acquisition or disposal reaches 10% of the net asset value of the reporting issuer, as required under the continuous disclosure obligations of the Securities Act 2007, as amended. Timely public disclosure is also required when there is a material change in relation to the issuer, including: • any public issuance of securities; • a change in the beneficial ownership affecting control; • a change in name; • mergers, amalgamations, or reorganisations of capital; • takeover offers made by or on behalf of the issuer; • any significant acquisition or disposal of assets or joint venture interests; • changes to capital structure such as splits, consoli - dations, redemptions or exchanges; and • any additional changes required to be disclosed under rules issued by the FSC. Where the entity is licensed by the FSC, prior approval is required before any change in shareholding becomes effective if the interest exceeds 5% or results in a change in control. Similarly, entities licensed by the Bank of Mauritius require prior approval for changes in equity ownership. 4.3 Hurdles to Stakebuilding A company can provide in its constitution a higher reporting threshold than provided by law; however, it is not possible to provide a lower threshold. One hur - dle is that if the mandatory offer threshold is reached it must make a mandatory offer to all remaining share - holders. In the context of a takeover, the securities of a listed target generally continue to trade. However, the offer - or and its concert parties are prohibited from dealing in the target’s securities during the offer period. In addition, any person with confidential or insider information concerning a potential offer must refrain from dealing until the offer is publicly announced or
newly issued shares in the target; and • use of derivatives or other securities.
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