Recent amendments of the Mauritius Listing Rules

The Listing Rules made by the Stock of Exchange of Mauritius Ltd (the SEM) has over the last two years been amended to introduce:

a fast track listing route for international issuers that are primarily listed on a recognised securities exchange (namely: ASX, JSE, LSE, Euronext, NYSE and TSX) and seeking a secondary listing on the SEM;

provisions to give the SEM the flexibility to allow the post-listing requirements of the primary exchange to take precedence over the SEM Listing Rules in relation to an international issuer which has a secondary listing on the SEM;

the flexibility to allow international issuers which have a primary listing in another jurisdiction and a secondary listing on the SEM to file and publish their Financial Statements on the same periodical basis as where they are primarily listed; and

the requirement of specific corporate governance practices to be implemented and disclosed by an issuer.

Flexibility for International Issuers

For international issuers that are primarily listed on a recognised securities exchange, the SEM will henceforth accept an application document issued by the international issuer and approved by its primary securities exchange, as Listing Particulars, provided that the international issuer is primarily listed on a board which is equivalent to the Official Market of the SEM and such an issuer will not be required to comply with the extensive requirements of Chapters 8 (Listing Particulars) and 9 (Contents of Listing Particulars)of the Listing Rules.

The amendments also cater for the requirements of the primary exchange to take precedence in relation to an international issuer with a secondary listing on the SEM, subject to the international issuer obtaining the prior approval of the SEM. Furthermore, the amended rules now provide an international issuer with the opportunity to seek dispensation from the SEM of any specific post-listing obligations on the SEM.

Prior to the recent amendments, all listed issuers had the obligation to publish their Financial Statements on a quarterly basis. However, the SEM how has the flexibility to allow international issuers which have a primary listing on a Securities Exchange in another jurisdiction and a secondary listing on the SEM to file and publish their Financial Statements on the same periodical basis as where they are primarily listed.

Corporate Governance

All issuers are, since April 2018, required to implement the following specific corporate governance practices and compliance therewith must be disclosed in their Annual Reports:

The title, function and role of the Chairperson should be separate from that of the CEO;

The issuer should have, at minimum, an Audit Committee; and

The Audit Committee should comprise only members of the Board.

Issuers must disclose in their Annual Reports the extent of compliance with the Code of Corporate Governance. Annual Reports must be accessible from the Issuer’s website and should include:

confirmation of the existence or otherwise of an internal audit function; and

where applicable a statement that the internal audit function reports regularly to the Audit Committee and a description of the areas, systems and processes covered by internal audit.