Listing
The Stock Exchange of Mauritius (SEM) is one of Africa’s leading exchanges offering operational excellence and a strong financial architecture.
The SEM’s rigorous regulations, in line with international standards of best practices, help facilitate capital raising and value creation for global and local investors. SEM data is relayed live by international data providers like Bloomberg, Financial Times, Reuters, I-Net Bridge.
The SEM has introduced of Listing Rules for the listing of Global Funds, Global Business Companies, investment entities, specialist debt instruments, mineral and exploration companies.
A listing on the SEM constitutes an important way of demonstrating substance and added-value while reinforcing the corporation’s connections and ties with the jurisdiction as well as enhances the company’s visibility, credibility and profile for the benefit of its investors and other stakeholders. Entities seeking a listing or admitted to listing must comply with the Listing Rules.
Some benefits of listing on SEM are:
- Ensure companies comply with strict rules and regulations and good corporate governance principles in the interests of shareholders
- Positive impact on internal culture and increased focus on performance
- Access to public capital to fund growth, expansion
- Improved pricing, marketability and liquidity for the shares of the company and
- Adds prestige and image
Listing of Global Business Companies
The SEM allows Global Business Companies and Funds to be listed by way of a “Technical listing” whereby shares are not traded on the exchange and not deposited on the exchange depository and settlement platform.
Global Business Companies, Investment Entities and Global Funds operate under specific legal regimes subject to distinct tax, legal and regulatory requirements. A listing on the SEM is an important way of demonstrating substance and added-value while reinforcing the corporation’s connections and ties with the Mauritian jurisdiction as well as enhances its visibility, credibility and profile for the benefit of its investors and other stakeholders. The SEM has specific rules for the listing of such corporations with flexibility such as
- Requirement to have a minimum of 200 shareholders waived
- Requirement for at least 25% of the company’s shares to be in public hands waived
- Requirement for market capitalisation of MUR 20 million may be waived
- No track records required in terms of the 3 years audited accounts requirements
Conditions to be met by GBCs
- Company must be and remain a public company
- Category 1Global Business company, excluding investment entities authorized under the Securities (Collective Investment Schemes and Closed‐end funds) Regulations 2008.
- Duly incorporated and in good standing
- Operating in conformity with its memorandum and articles of association
Appointment of sponsor registered with the SEM does not apply for GBL1 companies, but the company should appoint, its company secretary/management company, as its authorized representative vis-à-vis the SEM
Conduct of business activities for at least 3 years (May be waived, provided a business plan certified by an independent financial advisor acceptable to the SEM, covering at least 3 years and demonstrating clearly the sustained viability of the applicant and disclose major risk factors)
Continuity of executive directors and senior management for at least 3 years (May be waived provided it is demonstrated if the s directors have sufficient and satisfactory experience in the management of global businesses)
Conditions to be met by Funds
- Company must be and remain a public company
- Investment entities/CEFs authorized under the Securities (Collective Investment Schemes and Closed‐end funds) Regulations 2008 holding a GBL1
- Duly incorporated and in good standing
- Operating in conformity with its memorandum and articles of association
Appointment of sponsor registered with the SEM does not apply for GBL1 companies, but the company should appoint, its company secretary/management company, as its authorized representative vis-à-vis the SEM
Conduct of business activities for at least 3 years (May be waived, provided a business plan certified by an independent financial advisor acceptable to the SEM, covering at least 3 years and demonstrating clearly the sustained viability of the applicant and disclose major risk factors)
The SEM will consider whether:
(a) the current executive directors have had, collectively, direct management responsibility for the entire group’s major businesses;
(b) the current key executive directors have played a significant role in the group’s activities; and
(c) the senior management of the group taken as a whole has changed materially.
To benefit from exemptions the CEF must satisfy the SEM that its directors have, and its investment manager has, sufficient and satisfactory experience in the management of investments of the type in which the company proposes to invest.
Each director/proposed director must collectively have appropriate expertise and experience for the management of the business, should demonstrate good character and integrity and should avoid conflicts of interests. The board must be able to demonstrate that it will act independently of the CIS Manager.
If there is a controlling shareholder, the SEM may require the appointment of independent non-executive directors to ensure that the applicant is at all times capable of operating and making decisions independently of the controlling shareholder and that all transactions between the applicant and the controlling shareholder are conducted at arm’s length and on a normal commercial basis.
Subject to SEM’s approval, the distribution as dividend of surpluses arising from the realization of investments must be prohibited and a provision to this effect must be contained in the constitutional documents
Application for a listing consists of submission of initial application documents, final application documents and post listing documents. The SEM refers the application to the Listing Executive Committee which may, after giving due consideration to the eligibility and suitability of the application, grant or reject the application.