A company seeking a listing on the Official List of the Stock Exchange of Mauritius (SEM) should:

• Demonstrate an adequate trading record with published or filed accounts for the three years preceding the application for listing :
• Have an expected market capitalisation of not less than Rs 20 million; and
• Issue at least 25% of the shares to the public, with a minimum of 200 shareholders, though this threshold may be phased in, with companies issuing 15% of their shares initially, increasing this proportion to 20% within three years and 25% by the end of five years.

Other listing requirements comprise the submission of various documentation, which provide detailed information on the company, an undertaking to conform to the Rules and Regulations of the Stock Exchange, and Listing Particulars to be issued to the public prior to the listing. The Listing Particulars must contain all documents provided for in the rules of the SEM to enable investors to be reasonably well informed about the securities quoted and the issuer, including the following:

• The assets and liabilities of the issuer
• The financial position of the issuer
• The issued capital of the issuer
• The profits and losses of the issuer
• The directorship of the issuer
• The rights attaching to the securities
• The prospects of the issuer

Application Process: Listing of Equity Securities

Equity securities is defined in the Listing Rules of the Stock Exchange of Mauritius as: “ shares (including, for the purposes of determining the appropriate rules applicable, preference shares),convertible equity securities and options, warrants or similar rights to subscribe or purchase shares or convertible equity securities.”

A new applicant must be duly incorporated or otherwise validly established according to the relevant laws of its place of incorporation or establishment, and be operating in conformity with its memorandum and articles of association or equivalent constitutional documents. Where a company is incorporated in Mauritius, it must be and remain a public company. A new applicant must have published or filed audited accounts which cover at least 3 years and the latest accounts must be in respect of a period ended not more than 6 months before the date of the Listing Particulars. In exceptional cases the Stock Exchange may accept accounts in relation to a period of less than 3 years.Before submitting an application for listing, a new applicant may seek any required information from the Listing Division regarding the application process and listing requirements.

An issuer seeking listing on the Official List of the Stock Exchange shall:

(a) issue Listing Particulars which comply with both the prospectus requirements of the Companies Act and the content requirements for Listing Particulars set out in Chapters 8 and 9 of the Listing Rules;

(b) make a provision in its article of association for various matters set out in Appendix 4 of the Listing Rules

(c) enter into a Listing Undertaking in the form set out in Appendix 3 of the Listing Rules.

In gauging the suitability for listing of a new applicant, the Stock Exchange may have regard to the continuity of management of the new applicant throughout the 3-year period covered by the accounts mentioned above.  For this purpose, the Stock Exchange will consider whether:

(a) The current executive directors have had, collectively, direct management responsibility for all the group's major businesses and key executive directors have played a significant role in the group's activities; and

(b) The senior management of the group taken as a whole has changed materially.

The directors of a new applicant which is a company must have collectively appropriate expertise and experience for the management of its business.  The company must ensure that each of its directors is free from conflicts between duties to the company and private interests and other duties, which might be detrimental to the business or prospects of the applicant, unless the applicant can demonstrate that arrangements are in place to avoid detriment to its interests.  Directors must also satisfy the Stock Exchange that they are of good character and integrity.  To that effect, each director and proposed director of a new applicant will have to make a declaration and undertaking in the form set out in Appendix 5 of the Listing Rules and submit same to the Stock Exchange.

General

Securities are admitted to the Official List of the Stock Exchange when the decision of the Stock Exchange to admit the securities to listing:

(a) has been communicated to the applicant; and

(b) has been announced to the public by way of a press release by the Stock Exchange made immediately after with the notification of the applicant.

However, dealings in such newly listed securities shall only commence upon the happening of the following events (as applicable):

(c) The issue of the Listing Particulars (when required) within such time after the admission of the securities as may be determined after consultation with the Stock Exchange provided the approval from the Stock Exchange has been obtained and the Securities Division of the Financial Services Commission has granted authorisation to publish the Listing Particulars.

(d) The satisfaction of all conditions precedent to the issue of the securities (for example, the passing of all relevant resolutions at an Extraordinary General Meeting of the issuer or obtaining any necessary regulatory or governmental consents).

Where Listing Particulars are not required, nor are there any conditions precedent to the issue, dealings in newly listed securities shall commence upon the next business day after the events mentioned at paragraphs (a) and (b) above have taken place.

Application Procedure

An issuer wishing to apply for listing in any of its securities must file with the Listing Division of the Stock Exchange a draft formal application for listing in the form set out in Appendix 1 of the Listing Rules and the initial application documents set out in Annex I.  The application shall be considered initially by the Listing Division, which shall then advise the Listing Committee of the eligibility and suitability of the issuer for listing.

Final Application Documents

The applicant must lodge with the Stock Exchange (in a sealed envelope marked for the attention of the Secretary of the Listing Committee) no later than midday at least three business days prior to the date of the Listing Committee hearing, the final application documents set out below.
The final application documents are set out in Annex II.

Documents to be Lodged Later

The following documents must be lodged with the Listing Division of the Stock Exchange as soon as practicable after the publication of the Listing Particulars but before dealings commence:

(a) A copy of the relevant page(s) of each newspaper, circulating in Mauritius in which the Listing Particulars and/or formal notice was published.

(b In the case of an offer for sale, a copy of the relevant pages(s) of each newspaper, circulating in Mauritius in which the announcement of the results of the offer was published together with a list containing the name and address and number of securities received by each successful applicant.

(c) In case of an offer for subscription or an offer for sale by tender, a copy of the relevant page(s) of each newspaper circulating in Mauritius, in which the announcement of the striking price was published (see Listing Rule 10.11).

(d) In the case of a placing of securities by a new applicant, or in the case of the placing by a listed issuer of a class of securities new to listing, a list from the sponsor and any other placing broker setting out the names and addresses of all its placees, the names and addresses of the beneficial owners (in the case of nominee companies) and the amounts taken up by each of its placees.  (Such lists may be supplied directly to the Stock Exchange by each placing broker in order to maintain confidentiality).

e) in the case of a rights issue, a copy of the relevant page(s) of each newspaper circulating in Mauritius in which the announcement was published.

Application Process: Listing of Debt Securities

Debt securities is defined in the Listing Rules of the Stock Exchange of Mauritius as: “any debenture or loan stock, debentures, bonds, notes and other securities or instruments acknowledging, evidencing or creating indebtedness, whether secured or unsecured, and options, warrants or similar rights to subscribe or purchase any of the foregoing and convertible debt securities.”

Where the shares of the debt issuer are not listed, then the issuer must have tangible assets of at least MRU 25 M divided into units of not less than MRU 100 or such other amount as determined by the Stock Exchange.  The Stock Exchange may admit securities of lower value than specified above where it is satisfied that there will be an adequate market for the securities concerned.

Where an application for listing has been made for a class of debt securities the securities must, no later than the date on which dealings commence, be in the hands of not less than 100 members of the public.

A new applicant for listing of debt securities should follow the same application procedures as that of equity issuers.