MAURITIUS Trends and Developments Contributed by: Michael Hough and Keshini Soborun, Eversheds Sutherland
These recent developments not only highlight how Mauritius continues to provide a strong and efficient investment environment, but also reflect a shift in how global investors perceive risk – and particularly in which jurisdictions risk exists – along with the types of returns they expect to receive in emerging markets. Emerging Deal Themes There are three notable themes underlying M&A trans - actions in Mauritius: • change-of-control transactions are among the most visible, as they trigger regulatory and bank approvals and may necessitate public disclosure and communication, particularly as they relate to listed companies; • schemes of arrangement and large group reorgani - sations are undertaken to separate asset clusters, align liabilities and reset governance structures around diversified holdings; and • merger control and reviews are especially relevant to energy and fuels where transactions have been completed outside of Mauritius, but which may trigger review by the Mauritius competition authori - ties if there is a connection to the Mauritian market. Legal Developments: Competition Law Reform in Mauritius From a broader perspective, the Common Market for Eastern and Southern Africa (COMESA) is an eco - nomic organisation founded on the idea that shared growth and prosperity can be achieved through eco - nomic integration. Created in December 1994, COME - SA brings together 21 African member states, includ - ing Mauritius, to form a large and competitive regional market. It aims to strengthen industrial development and promote more co-ordinated monetary, banking and financial frameworks across its members. Its core objectives include advancing trade liberalisation, lowering tariff and non-tariff barriers, and improving regional infrastructure to facilitate smoother cross- border commerce. On 4 December 2025, the COMESA Council of Min - isters voted to adopt the new COMESA Competi - tion and Consumer Protection Regulations 2025 (the “2025 Regulations”). These new regulations effectively repealed and replaced the COMESA Competition
Regulations 2004. Key developments and changes to the 2025 Regulations include the following: • a suspensory merger control regime, with thresh - olds and timelines for notification; • the authority to conduct market inquiries; and • an increase in merger filing fees and caps. The shift from a non-suspensory to a suspensory regime requires that a notifiable merger (as defined in the 2025 Regulations) must be notified to the COMESA Competition and Consumer Commission (the “Commission”) prior to its implementation. The 2025 Regulations go one step further by stating that such merger may not proceed without the Commis - sion’s approval or derogation, and the parties may be subject to an administrative penalty for failure to notify the Commission. The COMESA Competition and Consumer Protection Rules 2025 (the “2025 Rules”) provide that a merger is notifiable under three circumstances: • the combined annual turnover or combined value of assets, whichever is higher, in the common market of all parties to a merger equals or exceeds USD60 million; • the annual turnover or value of assets, whichever is higher, in the common market of each of at least two of the parties to a merger equals or exceeds USD10 million, unless each of the parties to a merger achieves at least two-thirds of its aggregate turnover or assets in the common market within one and the same member state; and • a merger in the digital market shall be notifiable if it meets the transaction value of USD250 million. In terms of fees, the notification of a merger requires a fee equivalent to 0.1% of the combined annual turnover or combined value of assets in the Common Market (as defined in the 2025 Rules) of the parties to a merger, whichever is higher, provided that the fee does not exceed USD300,000. On the other hand, a notification of a merger in the digital market requires a fee equivalent to 0.05% fee of the transaction value, provided that the fee does not exceed USD300,000.
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