MAURITIUS Law and Practice Contributed by: Shalinee Dreepaul Halkhoree, Ankusha Nathoo-Lallah and Namrata Jeewooth, Juristconsult Chambers (DLA Piper Africa)
not take actions that might frustrate the offer or pre - vent shareholders from deciding on its merits. There have been no changes to the regulatory environ - ment that have impacted the length of interim periods. 6.8 Additional Governance Rights If the target company is listed, the bidder may refer to the National Code on Corporate Governance. For non-listed companies, there will normally be a shareholders’ agreement to govern the relationship among the shareholders, and a constitution. The bid - der may negotiate additional governance rights to protect its investment and influence key decisions. Typically, these are pre-emption rights, transfer restric - tions and exit rights, veto rights, board representation and dividend policy protections. 6.9 Voting by Proxy Shareholders may vote in person or by appointing a proxy. A proxy for a shareholder may attend and be heard at a meeting of shareholders as though the proxy were a shareholder. 6.10 Squeeze-Out Mechanisms Where an offeror acquires or agrees to acquire at least 90% of the voting shares of the target, it may give notice to acquire the remaining shares. Dissenting shareholders may also require the offeror to acquire their shares on the same terms. 6.11 Irrevocable Commitments In public M&A, an offer cannot be withdrawn without the prior approval of the FSC. Parties may still enter into acceptance agreements or other commitments with key shareholders to provide deal certainty, pro - vided they do not restrict minority shareholders or undermine the principles of equal treatment.
For a regional bid involving Mauritius and other COMESA member states, in line with the proposed amendments to the COMESA Merger Regulations, the transaction may require prior approval from the COMESA Competition and Consumer Commission if it qualifies as a “notifiable merger”, before it can be implemented. In other cases, for public M&A transactions, the press, the websites of the relevant companies and the web - site of the Stock Exchange of Mauritius may publish the announcements. 7.2 Type of Disclosure Required For transactions involving a public company, disclo - sure obligations arise primarily under the Listing Rules of the Stock Exchange of Mauritius and the Securi - ties Act 2005, together with the Takeover Rules where applicable. Listed issuers are required to promptly disclose any price-sensitive information, including material acquisitions, disposals, mergers or takeover transactions, and to issue shareholder circulars where approval is required. Announcements are typically dis - seminated through the Stock Exchange of Mauritius, published in the press where mandated, and made available on the company’s website in accordance with applicable regulatory requirements. For private companies, the ROC must be notified. The FSC must also be notified of the change in sharehold - ing. 7.3 Producing Financial Statements The Takeover Rules require bidders to disclose ade - quate financial information, including audited finan - cial statements for the last three years and, where relevant, pro forma information, to demonstrate their ability to complete the offer. Financial statements are prepared in accordance with the following interna - tional accounting standards: • the International Accounting Standards Committee; • International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board; and • standards issued by the Accounting and Audit - ing Organisation for Islamic Financial Institutions, where applicable.
7. Disclosure 7.1 Making a Bid Public
For privately negotiated deals, any communication about the transaction is typically left to the parties involved.
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