On 31 July 2021, Mauritius published the Securities (Amendment) Act 2021, which brought about several key changes to the Securities Act 2005.
The Securities (Amendment) Act 2021 (the “SA Act”) was published in the official gazette on 3 July 2021 and came into operation on 31 July 2021. The SA Act brought certain changes to the Securities Act 2005 (the “Act”) which are set out below:
In addition to the Stock Exchange of Mauritius (SEM) and the Central Depository and Settlement Co. Ltd (CDS), other exchanges and clearing and settlement agencies will be allowed to establish and operate in Mauritius.
The definition of “sophisticated investor” has been revised and shall now also include:
The SA Act permits a CIS established in a foreign jurisdiction to market its shares or units to sophisticated investors in Mauritius. A definition of “Permitted CIS activities” has been added to the Act as follows: “the marketing to a sophisticated investor in Mauritius of units or shares of an entity that carries out the activities of a collective scheme and that is established in a foreign country where such marketing is undertaken – (a) by a CIS manager established in Mauritius; (b) by a person carrying out the activities of an investment dealer outside Mauritius; or (c) in accordance with such other provisions as the Commission may determine.
The concept of “retail investors” has been introduced under the Act and would mean such category of investors, other than sophisticated investors, as the FSC may determine.
The SA Act provides that no person, other than the holder of an investment dealer licence or investment adviser licence or his agent, shall solicit a retail investor in Mauritius to enter into a securities transaction. It has also been clarified that a foreign investment dealer and a foreign investment bank that is not soliciting a retail investor in Mauritius will not be required to be authorized by the FSC to provide underwriting services.
The definition of “reporting issuer” has been amended and shall mean an issuer (a) who by way of a prospectus, has made an offer of securities either before or after the commencement of this Act or (b) who has made a takeover offer by way of an exchange of securities or similar procedure. It is also proposed to waive the requirement for foreign reporting issuers to be registered with the FSC.