MAURITIUS Law and Practice Contributed by: Sameer Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
• freeport activities – Freeport Certificate issued by the Economic Development Board; • tourism-related activities – licence from the Tourism Authority; • telecommunications operations – licence from the Information and Communication Technologies Authority; • education and training – certificate of registration/ licence from the Early Childhood Care and Educa - tion Authority, the Private Secondary Education Authority and/or the Tertiary Education Commis - sion; • healthcare activities – licence from the Ministry of Health and Wellness; • gambling and gaming activities – licence from the Gambling Regulatory Authority; and • offshore petroleum activities – licence/permit from the Department for Continental Shelf, Maritime Zones Administration and Exploration. 2. Recent Developments and Market Trends 2.1 Current Economic, Political and Business Climate No recent developments have been identified, and no trends are currently emerging. The most common structure used for mergers and acquisitions (M&A) in Mauritius is the acquisition of the target company’s shares. The share acquisition is documented in a share purchase agreement. Other structures include asset purchase and the amalgamation of two or more companies into one of the amalgamating companies, a new company, or a takeover offer in which the offeror offers to acquire more than 30% of the rights attached to the voting shares of the target. There are no distinct preferences for acquisitions of public companies versus private companies. 3. Mergers and Acquisitions 3.1 Transaction Structures
The key considerations for a foreign investor will depend not so much on the structure but on whether the target company holds immovable property in Mau - ritius, in which case the foreign investor will have to seek the prior approval of the Prime Minister’s Office before making the acquisition, whether by way of share purchase, asset purchase or amalgamation, (as there are restrictions on the acquisition of immov - able property, directly or indirectly, by foreigners in Mauritius). Other factors which come into play include: • the time taken by the authorities to process an application for authorisation (if applicable); • the due diligence process for ascertaining the financial and corporate position of the target; and • any tax or potential tax issues must be addressed prior to the acquisition. Where the transaction does not involve immovable property, the more straightforward structure is share acquisition. As for minority investments, these usually take the form of a share purchase. 3.2 Regulation of Domestic M&A Transactions As noted in 3.1 Transaction Structures , prior authori - sation from the Prime Minister’s Office is required if the target company owns immovable property or if the acquisition involves assets that include immovable property. Additionally, registration duty must be paid to the Registrar-General. The foreign investor must provide full know-your-cus - tomer (KYC) information in accordance with Mauri - tius’s anti-money laundering legislation. The ROC oversees the regulation of share transfers and mergers, while the FSC regulates takeovers. Compliance with the SEM’s listing rules is mandatory for listed companies involved in takeovers or mergers, including the submission of all relevant documents and information for review and approval before the transaction can proceed. Furthermore, approval from various regulators may be necessary if the target
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