Mauritius: 10 Things To Know About Initial Public Offerings In Mauritius

Last Updated: 24 January 2017
Article by Rajiv Gujadhur, Bhavna Ramsurun and Vipin Jeerakun

Mauritius has established itself as a leading international financial services centre and has made it to the pantheon of successful developing economies by adopting international norms, best practices and promoting a business friendly environment.  The Stock Exchange of Mauritius Ltd (the "SEM") is today one of the leading exchanges in Africa. The Official Market of SEM took off with 5 listed companies and as at December 2016, there were 51 companies representing a market capitalization of nearly US$ 9.2 billion. The ability to raise capital for expansion of a business is essential to every company. Mauritius is an increasingly attractive jurisdiction for capital raising. In this connection, we have listed below 10 key things to know on the regulatory framework applicable to initial public offerings ("IPOs").

  1. Regulation of Initial Public Offerings ("IPOs")

Offerings of securities is regulated in Mauritius and falls within the purview of the Financial Services Commission ("FSC") which is the regulator for non-banking financial services. The governing legislation is the Securities Act 2005 (the "Act") and the rules and regulations made thereunder, in particular, the Securities (Public Offer) Rules (the "Securities Law").

  1. Prospectus

An IPO in Mauritius or from Mauritius triggers a prospectus obligation.  A person cannot make an offer of securities to the public unless:

  • the issuer is in existence at the time of the offer;
  • the offer is made in a prospectus which complies with the Securities laws; and
  • FSC has registered the prospectus.

A prospectus is valid for 6 months from the date of registration.

  1. Contents of the Prospectus

The overriding principle is that a prospectus must imperatively provide full, true and plain disclosure of all material facts concerning the securities to be offered and the person offering the securities, without omitting anything that would be required to allow investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the issuer of the securities, as well as the rights and liabilities attaching to the securities. A prospectus must be signed by at least 2 directors of the issuer.

  1. Registration

The filing for registration of the prospectus with the FSC is MUR 100,000. Upon filing, the FSC issues an acknowledgement of filing. The FSC reviews the prospectus based on the disclosure requirements of the prospectus and not the merits of the offer and may grant a provisional registration.  The FSC may also direct that amendments be made and upon all required changes requested by the FSC is made, a final registration is granted when the FSC is satisfied that the prospectus meets disclosure requirements.

  1. Liability concerning the Prospectus

An issuer has an obligation to keep the prospectus up to date during the offer period. Making a misleading or deceptive statement in a prospectus or omitting information or a statement from a prospectus is both a criminal offence and a civil wrong.  As a result, any director of the issuer or other person making such a statement in the prospectus to the extent that the said person has consented to his statement being included may be held liable.

  1. Listing


IPOs on the SEM must comply with the Listing Rules governing the admission, the continuing obligations and the enforcement powers of SEM.  The listing process generally entails preliminary consultation with the SEM and thereafter submission of listing particulars to the Listing Division of the SEM who then advise/recommend to the Listing Executive Committee of the issuer's listing eligibility. Following this pre-approval stage, the final documents are submitted for final approval of the Listing Executive Committee.

  1. Markets

Two markets are available for those IPOs seeking listing: the Official Market of the SEM and the Development & Enterprise Market ("DEM"), targeted towards small and medium-sized enterprises. Each market has different eligibility requirements.

  1. Requirements for listing

The key listing requirements for the Official List are: an adequate trading record with published accounts over three years immediately preceding the application for listing, an expected market capitalization of not less than MUR 20 million, and at least 25% of the shares to be listed in the hands of a minimum of 200 shareholders. It is possible for the SEM to waive certain conditions for listing.

With respect to a listing on DEM, the requirements are that the issuer should have a minimum market capitalization of MUR 20 million, at least 100 shareholders, a minimum of 10% of its shareholding in public hands and published financial statements for at least 1 year. Newly set-up companies which possess a sound business plan and demonstrate good growth potential may also be admitted for listing.

  1. Listing of specialist companies

The SEM offers a listing regime which caters for not only domestic issuers but also international issuers and a variety of other asset classes such as Mineral and Exploration Companies, debt securities, depositary receipts as well as the listing of securities of corporations holding a Category 1 global business licence ("GBL1"). GBL1s are Mauritius resident entities which propose to conduct business outside Mauritius. While issuers are expected to follow the provisions of the Listing Rules generally, there are some exceptions depending on the asset class. The SEM may also allow more relaxed rules regarding track record, market capitalization and number of shareholders.

  1. Ongoing obligations of an issuer post-offering/listing

An IPO or a listing on the SEM results in the issuer being a "reporting issuer" and becoming subject to certain ongoing reporting and disclosure obligations. For instance, an issuer is required to disclose/report to the FSC, the SEM and relevant stakeholders (through press releases) on any material change or development likely to have a significant influence on the value or market price of its securities and also make periodical financial disclosures such as  quarterly and annual financial statements.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions