The Stock Exchange of Mauritius Ltd (the "SEM") was established in 1989 and has over the years acted as a platform to enable issuers to achieve growth and expand their business undertaking. The SEM is a member of various associations of securities exchanges and is a full-fledged member of the World Federation of Exchanges. It offers a flexible listing regime whereby specialist companies and a range of asset classes may be listed, including securities issued by international issuers.
International issuers are issuers incorporated or otherwise established outside Mauritius. The rules governing the listing of securities on the Official List of the SEM (the “Listing Rules”) apply to both Mauritian issuers and international issuers, but the Listing Rules have a dedicated chapter targeted to listing of securities by international issuers (set out under Chapter 15). Chapter 15 provides for additional requirements, modifications and exceptions that are applicable to international issuers. The extent of the applicability of the rules is dependent on whether a primary or secondary listing is being sought on the SEM.
An international issuer seeking a primary listing on the Official List of the SEM must comply with all the Listing Rules (as amended by Chapter 15). Such issuers are subject to the same level of compliance and ongoing obligations as for domestic issuers but only to the extent that such information is in fact available to it and compliance is not contrary to the law of the country of its incorporation or establishment. Such issuers have to fulfil certain conditions for listing with the key ones being: (i) the issuer must have published audited accounts which shall cover a period of least 3 years (though a shorter period may be accepted by the SEM under certain circumstances), (ii) minimum capitalisation of MUR 20 million, (iii) at least 25% of the class of securities be in the hands of not less than 200 members of public (but a lower threshold may be accepted by the SEM).
Similar key entry requirements also apply to an international issuer seeking a secondary listing but the rules make a distinction with those issuers seeking a primary listing and the SEM may waive certain listing conditions. The SEM may also accept as listing particulars (which is a document required for listing on the SEM) an application document of an international issuer seeking a secondary listing which is issued and approved by its primary securities exchange, so long as it is an exchange recognised by the SEM as set out in the Listing Rules. The SEM may however require additional information to be produced in an annex to the application document approved by a recognised securities exchange.
Recent changes to the Listing of international issuers
In December 2016 the SEM made several amendments to Chapter 15 of the Listing Rules in respect of listing of International issuers and the main changes can be summarised as follows:
- In terms of an international issuer seeking a secondary listing, the application document issued by the issuer and approved by its primary exchange within the preceding one year may now be accepted as listing particulars by the SEM (as opposed to the previous timeframe of 6 months), provided that the issuer is listed on a board which is equivalent to the Official Market of the SEM and that securities exchange is recognised by the SEM. A list of the recognised exchanges is set out in the Listing Rules (Appendix 8).
- The SEM has introduced a more flexible regime for international issuers listed on selected exchanges and an additional list (Appendix 8A) has now been inserted in the rules specifying those exchanges which presently comprise of:
The Board of the SEM may approve additional exchanges.
- International issuers enumerated in Appendix 8A may benefit from a fast track listing process.
- The SEM is empowered to allow the requirements of the primary exchange of the issuer to take precedence in relation to an issuer with a secondary listing on the SEM.
- An international issuer with, or seeking, a secondary listing may, with the approval of the SEM, be dispensed of certain provisions applicable to international issuers.
The recent changes are in line with the internationalization strategy of the SEM. This may be further evidenced by the ability to list securities in four international currencies (US Dollars, Euro, Pound Sterling and South African Rand) as well as trade and settlement transactions in those currencies.
In addition, through the revision of its listing framework, a more diversified range of products such as investment funds, specialist debt (including Eurobonds), exchange traded funds, Depositary Receipts, Mineral and Exploration companies, exchange traded notes and structured products have been introduced on the market by the SEM.9