MAURITIUS Law and Practice Contributed by: Shalinee Dreepaul Halkhoree, Ankusha Nathoo-Lallah and Namrata Jeewooth, Juristconsult Chambers (DLA Piper Africa)
discussions end. A person in possession of insider information is likewise barred from dealing in the secu - rities of either the bidder or the target, failing which they may incur liability for insider dealing under the Securities Act 2005, as amended. 4.4 Dealings in Derivatives “Securities” is defined under the Securities Act 2005 as including “derivatives”. Dealing in derivatives is therefore allowed in Mauritius. 4.5 Filing/Reporting Obligations Since derivatives are included within the meaning of securities under the Securities Act 2005, the general disclosure and reporting requirements that apply to securities transactions also apply to derivative deal - ings, which includes disclosure of material changes and reporting obligations. 4.6 Transparency In a public takeover, the offer document must clearly set out the offeror’s intentions regarding: • whether the target’s business will be maintained; • any significant changes proposed to the business model or assets; • long‑term rationale for the acquisition; • the intended future of the workforce; and • the purpose of the acquisition and strategic plans following completion. Where the target is a regulated entity, additional details may be required by the relevant regulator. For instance, the FSC may request further informa - tion when considering whether to grant approval for a change in shareholding. 5. Negotiation Phase 5.1 Requirement to Disclose a Deal Private M&A (Non-Listed or Private Company) There is no statutory requirement to publicly disclose the deal, except where other laws impose notification obligations. • If the target operates under a regulatory licence, disclosure may be required as part of the approval
process. For instance, licensees supervised by the FSC must obtain prior consent for certain owner - ship changes, which necessarily entails informing the regulator. • Disclosure may also be triggered by contractual provisions, such as change‑of‑control clauses or mandatory consent requirements found in financ - ing documents, commercial agreements or joint venture arrangements. • For public M&A, a formal announcement is required once the offeror has reached a firm intention to launch a takeover offer. Public M&A The board must make a public announcement when a firm intention to make an offer is received. Where there is undue share price movement linked to the transaction, disclosure may also be required. A firm intention announcement must include: • the terms of the proposed offer; • the identity of the offeror; • confirmation that the offeror has adequate financial resources (Rule 9); • details of securities already held by the offeror or persons acting in concert; • material undisclosed agreements with the target; and • the conditions to which the offer is subject. Where a transaction meets the thresholds for a “sub - stantial” or “disclosable” transaction under the Stock Exchange of Mauritius Listing Rules, the listed issu - er must notify the Stock Exchange of Mauritius and issue a circular containing prescribed information (eg, details of the transaction, consideration, methodology used to determine valuation, and timing). Such trans - action also warrants a public announcement. 5.2 Market Practice on Timing In practice, the market follows the statutory and reg - ulatory requirements described previously (see 5.1
Requirement to Disclose a Deal ). 5.3 Scope of Due Diligence
Mauritian law does not oblige a target to grant due diligence access to a potential buyer. The extent of
811 CHAMBERS.COM
Powered by FlippingBook