MAURITIUS Law and Practice Contributed by: Sameer Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
Securities Laws and Foreign Investors Foreign investors engaging in securities activities or investing in listed companies in Mauritius are generally subject to the same securities laws and regulations as domestic investors. Compliance with licensing, registration and disclosure requirements may be necessary for foreign entities involved in securities activities. Foreign investors are likely to be subject to AML and KYC requirements, which are crucial aspects of finan - cial regulations aimed at preventing money laundering and ensuring due diligence in financial transactions. 5.3 Investment Funds Foreign Investment Considerations Foreign investments (including foreign investment funds) may be subject to regulatory review to confirm compliance with all relevant laws and regulations. Key criteria considered during a regulatory review include the following. Nature of the investment The FSC may assess the nature and purpose of the investment to ensure it aligns with the regulatory framework and economic policies. Investor due diligence The FSC may require comprehensive due diligence on the foreign investor, including information on the source of funds and the investor’s background. Compliance with regulations The fund will likely be reviewed to ensure compliance with relevant investment regulations, including those related to securities laws and anti-money laundering (AML) regulations. Mauritian entities that publicly offer interests to foreign investors (including investment funds) are required to comply with specific public offer securities require - ments set out in the Securities Act 2005.There are workable exemptions/exceptions where the investor is: • a sophisticated investor;
• a recognised foreign CIS (which is a collective investment scheme established in a foreign country whose securities are marketed to retail investors in or from Mauritius and recognised by the FSC fol - lowing an application to it); or • undertaking certain permitted CIS activities. The latter-mentioned activities are defined as the marketing/selling to a sophisticated investor in Mau - ritius of units or shares of an entity that carries out the activities of a collective scheme and is established in a foreign country where such marketing is undertaken: • by a CIS manager established in Mauritius; • by a person carrying out the activities of an invest - ment dealer outside Mauritius; or • in accordance with such other provisions as the FSC may determine. 6. Antitrust/Competition 6.1 Applicable Regulator and Process Overview Mauritius has a voluntary merger notification regime. There is no legal obligation for merging enterprises to notify the Competition Commission of a potential merger before or after its execution. Merger parties may notify the Competition Commis - sion of the merger situation and seek guidance on whether the proposed merger is likely to result in a substantial lessening of competition in any market in Mauritius. In practice, parties are encouraged to contact the Competition Commission through pre-merger consul - tations to discuss the nature of the transaction and whether notification to the Competition Commission is advisable. Indeed, notwithstanding the discretionary nature of the notification, the Competition Commis - sion is empowered to impose directions to remedy a situation in which the merger is likely to result in a substantial lessening of competition in any market in Mauritius, including directions to block the merger or to require the divestment of assets. For this purpose, a merger situation is defined as the consolidation of two or more enterprises under common ownership
368 CHAMBERS.COM
Powered by FlippingBook