Microsoft word - dem rules _amended november 2010_.doc
The rules for Development & Enterprise Market (DEM) companies THE STOCK EXCHANGE OF MAURITIUS LTD Contents Introduction Entry requirements
Eligibility for the Development & Enterprise Market (DEM)
Special conditions for certain applicants
On-going requirements
Interim (quarterly) financial statements
Insiders’ interests and changes in insiders’ interests
Further issues of securities following admission
Directors’ responsibility for compliance
Schedules
Five - Disclosure of corporate transactions
Seven - Contents of redemption/purchase notice
Eight - Undertaking to comply with the DEM Rules
Nine - Requirements for Investment Companies
Glossary Introduction
Terms in this booklet which are in bold are defined terms, whose definitions can be found in the Glossary. The Development & Enterprise Market (DEM) rules govern the admission to the DEM, the on- going obligations of entities admitted on this market, the enforcement of those obligations and sanctions for contravention of the rules. The DEM rules are designed to ensure that investors have and can maintain confidence in the market and in particular that:
• the issue and marketing of securities is conducted in a fair and orderly manner;
• potential investors and the public are given sufficient information to enable them to make
a properly informed assessment of an applicant and of the securities for which admission is sought;
• once admission has been granted, there is sufficient disclosure of information to
investors and the public to ensure that they are kept fully informed by DEMcompanies of all factors which might affect their interests and in particular that immediate disclosure is made on any information which may reasonably be expected to have a material effect on market activity in, and the prices of their securities;
• all holders of DEM securities are treated fairly and equally; and
• directors of a DEM company act in the interest of its shareholders as a whole.
The DEM rules apply equally to applicants incorporated overseas, so far as compliance is not contrary to the law in the country of its incorporation. These rules shall supersede all previous rules of the SEM with regard to the operation of a second market, including provisions of the Règlement Général de la Bourse de Maurice. Where a DEM company has concerns about the interpretation of these rules, it should consult the SEM’s Listing Division. The responsibility for ensuring compliance with these rules lies with the DEM company. The rules for trading DEM securities are set out in the “Stock Exchange (Conduct of Trading Operations) Rules 2001 and Schedule of Trading Procedures” as amended. In complying with the disclosure requirements of these rules, a DEM company must ensure compliance with the requirements of the Securities Act 2005 and/or any Regulations and/or FSC Rules made under the Act.
The Development & Enterprise Market Rules Entry requirements 1. Eligibility for the Development & Enterprise Market
1.1 An applicant must have:
published financial statements for at least 1 year , which must have been prepared according to IFRS and audited according to ISA without qualification;
a minimum market capitalisation of MRU 20 million; and
a minimum of 100 shareholders and 10% in public hands.
a class of securities where less than 10 % of that class is in public hands or where the number of shareholders is less than 100 provided that the applicant undertakes to increase the shareholding in public hands to 10 % and the number of shareholders to 100 not later than the end of the first year of admission failing which the company’s admission to the DEM may be cancelled; or
an applicant even though such applicant has no proven track record, provided the applicant submits to the SEM a sound business plan, certified by an independent financial adviser acceptable to the SEM, covering at least 3 years and demonstrating clearly the sustained viability of the applicant. The applicant shall also disclose risk factors as specified under paragraph 4 of Schedule Two. applicant which is an investment company must comply with the requirements of
these rules and with the additional requirements set out in Schedule Nine.
1.4 The SEM may, at its discretion and with the approval of the FSC, accept a minimum
percentage in public hands of 5% in the case of a new applicant with an expected market capitalisation at the time of listing of over MRU 500 million.
2. Application
2.1 The SEM will not, save in exceptional circumstances, admit securities until each of the
application documents referred to in Schedule One have been lodged. Failure to comply may result in delayed consideration of the application by the SEM.
2.2 The applicant must lodge with the Listing Division of the SEM the initial application business
documents at least 10 clear business days and the final application documents at least three business days prior to the date of the meeting to consider the application. The relevant documents are set out in Schedule One. An applicant must also supply any further documents and information, which the SEM may require in a particular case.
2.3 The SEM will not, save in exceptional circumstances, consider an application for admission of
the securities of an applicant to the DEM for a period of 3 years following the coming into operation of the DEM, where the securities of such applicant are listed on the Official List of the SEM.
2.4 An applicant which has been withdrawn from the Official List of the SEM cannot, save in
exceptional circumstances, submit an application for the admission of its securities to the DEM unless 3 years have elapsed from the date of its withdrawal from the Official List. 3. Admission document
3.1 An applicant must produce an admission document disclosing the information specified by
3.2 An applicant shall submit a certified copy of its Board resolution authorising the making of the
application for admission to the DEM and the signing of the undertaking as set out in Schedule Eight. 4. Omissions from admission documents
4.1 The SEM may authorise the omission of information from an admission document of an applicant where the applicant confirms that:
the information is of minor importance only and not likely to influence assessment of the applicant’s assets and liabilities, financial position, profits and losses and prospects; or
disclosure of that information would be seriously detrimental to the applicant and its omission would not be likely to mislead investors with regard to facts and circumstances necessary to form an informed assessment of the applicant’s securities. 5. Formal notice
5.1 A formal notice complying with Schedule Three must be published in at least one widely read
daily newspaper on the date of approval of the admission document.
5.2 The applicant must make sufficient copies of the admission document available to the
public, free of charge at the registered office of the applicant or such other place as may be agreed by the SEM to satisfy public demand for a reasonable period (not being less than 14 days) from the date on which the formal notice is published. 6. Admission to the DEM 6.1 An applicant will be admitted to the DEM only when the SEM issues a dealing notice to
that effect and when the decision of the SEM:
has been communicated to the applicant; and
has been announced to the public by way of a press release by the SEM in at least one widely read daily newspaper. Special conditions for certain applicants 7. Lock-ins for new businesses
Where an applicant has a trading record of less than 3 years, it must ensure that all related parties and applicable employees as at the date of admission agree not to dispose of any interest in its securities for one year from the admission of its securities. 8.Suitability for admission
8.1 The SEM may make the admission of an applicant subject to special conditions, impose
additional conditions or waive certain conditions in particular circumstances. The FSC shall be informed of any waiver granted under these rules.
8.2 Where matters are brought to the attention of the SEM which could affect an applicant’s
appropriateness for the DEM, it may delay an admission. The SEM will inform the applicant accordingly.
8.3 The SEM may refuse an admission to the DEM if it considers that: applicant’s situation is such that admission of the securities would be
detrimental to the interests of investors; or
applicant does not or will not comply with any special condition which the SEM
considers appropriate and of which the SEM has informed the applicant. Principles of disclosure 9. Notification of information
The information which is required by these rules must be notified to the SEM and published in at least one widely read daily newspaper by the DEM company no later than it is published in any other market. 10. Responsibility for notification
The Board of Directors or governing body of a DEM company must take reasonable care to ensure that any information it notifies to the SEM or publishes in the press under these rules is not misleading, false or deceptive and does not omit anything likely to affect the import of such information. 11. Disclosure of material changes
A DEM company must immediately notify the SEM and issue a press release in at least one widely read newspaper where a materialchange in its affairs occurs. Disclosure of corporate transactions 12. Significant transactions
When a DEM company makes a significant transaction, it must immediately notify the SEM and issue a press release in at least one widely read newspaper disclosing the information specified by Schedule Five. 13. Related party transactions
13.1 This rule applies to any related party transaction which exceeds 10% in any of the class tests (see Schedule Four). DEM company must notify the SEM without delay and issue a press release in at
least one widely read daily newspaper as soon as the terms of a transaction with a related party are agreed disclosing:
the information specified by Schedule Five;
the name of the related party concerned and the nature and extent of their interest in the transaction; and
a statement that with the exception of any director who is involved in the transaction as a related party, its directors consider, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. 14. Reverse take-overs
A reverse take-over is an acquisition or acquisitions in a twelve month period which for a
DEM company would:
exceed 100% in any of the class tests (see Schedule Four); or
result in a fundamental change in its business, board or voting control.
Any agreement which would effect a reverse take-over must be:
conditional on the consent of the DEM company’s shareholders being given in the meeting of shareholders; notified to the SEM without delay and published in at least one widely read daily newspaper disclosing the information specified by Schedule Five and insofar as it is with a related party, the additional information required by rule 13; and
accompanied by an admission document, in respect of the proposed enlarged entity which should be despatched together with the relevant notice convening the meeting of shareholders to each of the DEM company’s shareholders and made available to the public free of charge at the registered office of the DEM company or such other place as may be agreed by the SEM for a period of not less than 14 days prior to the date of the meeting of shareholders. shareholder approval is given for the reverse take-over, trading in the DEM securities of the DEM company will be cancelled. If the enlarged entity seeks admission, it must follow the application process in the same manner as any other applicant applying for admission of its securities for the first time. 15. Aggregation of transactions
Transactions completed during the twelve months prior to the date of the latest transaction must be aggregated with that transaction for the purpose of determining whether rules 12, 13 and/or 14 apply where:
they are entered into by the DEM company with the same person or persons or their families;
they involve the acquisition or disposal of securities or an interest in one particular business; or
together they lead to a principal involvement in any business activity or activities which did not previously form part of the DEM company’s principal activities. 16. Cash companies
A DEM company which becomes a cash company will be suspended and will be given a period of six months from the date of its suspension in which to take the necessary steps to cease to be a cash company. If at the end of the six-month period, the company remains a cash company, its admission will normally be cancelled. Disclosure of miscellaneous information 17. Interim (quarterly) financial statements DEM company must prepare interim (quarterly) financial statements according to IFRS, which must be filed with the SEM as soon as possible but not later than 45 days after the end of each relevant period. The requirement to file interim (quarterly) financial statements with the SEM will not apply for the quarter where the closing date coincides with the balance sheet date.
17.2 To file its interim (quarterly) financial statements, a DEM company must send both a
hard copy (signed) and a soft copy (by e-mail) of its interim (quarterly) financial statements to the Listing Division of the SEM at latest on the next day after its approval by or on behalf of the board. A note must be included conspicuously in the interim (quarterly) financial statements, specifying the place where and the person to whom a request should be addressed to receive a copy of the quarterly financial statements. The DEM company may also send the interim (quarterly) financial statements to holders of its listed securities. 18. Annual financial statements DEM company must issue an Annual Report, prepared in accordance with IFRS and
audited according to ISA, and send to every shareholder a copy thereof (and the auditor’s report thereon if not already incorporated into the Annual Report) not less than 14 days before the date of the DEM company’s annual meeting of shareholders. An abridged version of the audited annual financial statements, prepared in accordance with IFRS and audited according to ISA, must be filed with the SEM as soon as they are approved by or on behalf of the board and not later than 90 days after the balance sheet date of the DEM company. A copy of the Annual Report shall be filed with the SEM (if available) within 90 days of, but not later than 6 months after its balance sheet date. The DEM company shall supply the SEM with a soft copy (by e-mail) of its Annual Report (if available).
These financial statements must disclose any transaction with a related party, whether or not previously disclosed under these rules. DEM company shall notify the SEM without delay and make public any change in its 19. Insiders’ interests and changes in insiders’ interests
Any interest or change in the interests of an insider or associates of an insider, which has been advised to the DEMcompany under the Act, must be notified to the SEM before the end of the day following the day of receipt of the relevant notice by the DEM company. A soft copy of the notice shall be forwarded to the SEM by the DEM company without delay. For the purposes of this rule 19, ‘associate’ shall have the meaning assigned to it in Part I of the Schedule to the Act. 20. Restriction on deals DEM company must ensure that its directors and applicable employees do not deal
in any of its DEM securities during a close period.
20.2 This rule will not apply, however, where such individuals have entered into a binding
commitment prior to the DEM company being in such a close period:
where it was not reasonably foreseeable at the time such commitment was made that a close period was likely and
provided that the commitment was notified to the SEM at the time it was made. SEM may permit a director or applicable employee of a DEM company to sell its DEM securities during a close period to alleviate severe personal hardship. The FSC shall be informed of the name of the director or applicable employee and of the circumstances giving rise to personal hardship where the SEM grants an authorisation to sell DEM securities during a close period. 21. Provision of information
Generally and apart from compliance with all the specific requirements of these rules, a DEM company shall keep the SEM and holders of its DEM securities informed, as soon as reasonably practicable, of any information relating to the group (including information on any major new developments in the group’s sphere of activity which is not public knowledge) which:
(a) is necessary to enable them and the public to appraise the position of the group;
(b) is necessary to avoid the establishment of a false market in its securities; and
(c) might reasonably be expected materially to affect market activity in and the price of
21.2 The SEM may require a DEM company to provide it with such information in such form and
within such limit as it considers appropriate. The SEM may also require the DEM company to publish such information.
22. Disclosure of information
The SEM may disclose any information in its possession in the following circumstances:
to co-operate with any person responsible for supervision or regulation of financial services under the law or for law enforcement;
to enable it to discharge its legal or regulatory functions, including instituting, carrying on or defending proceedings; or
for any other purpose where it has the consent of the person from whom the information was obtained or, if different, the person to whom it relates. Corporate action timetables 23. Notification of time table
A DEM company must inform the SEM in advance of any notification of the timetable for any proposed action affecting the rights of its existing shareholders and issue a press release in at least one widely read daily newspaper. 24. Amendments to time table
Any amendments to the timetable proposed by the DEM company, including amendment to the publication details of a notification, must be immediately disclosed to the SEM, followed by a press release in at least one widely read daily newspaper. Further issues of securities following admission 25. Further admission documents
A further admission document will be required for a DEM company only when it is:
required to issue a prospectus (which will serve as the admission document) for an offer to the public of DEM securities; or admission for a new class of securities; or
issuing further securities of the same class; or
undertaking a reverse take-over under rule 14.
26. Omissions from further admission documents
The SEM may authorise the omission of information from further admission documents in the same circumstances as for an applicant under rule 4. 27. Applications for further issues
At least three business days before the expected date of the meeting to consider the
application for the admission of further DEM securities a DEM company must submit a further admission document as set out in the Supplement to Schedule Two. DEM company intends to issue DEM securities on a regular basis, the SEM
may permit admission of those securities under a block admission arrangement. block admission a DEM company must notify the SEM and publish in at least
one widely read daily newspaper the information required in Schedule Six every six months.
28. Language
All admission documents, any documents sent to shareholders and any information required by these rules must be in English, unless the SEM otherwise agrees. 29. Directors’ responsibility for compliance
A DEM company must ensure that each of its directors:
accepts full responsibility, collectively and individually, for its compliance with these rules;
discloses without delay all information which it needs in order to comply with rule 18 insofar as that information is known to the director or could with reasonable diligence be ascertained by the director; and
seeks advice regarding its compliance with these rules whenever appropriate and takes that advice into account.
Ongoing eligibility requirements 30. Transferability of shares
A DEM company must ensure that its securities are freely transferable. 31. Securities to be admitted
31.1 Only securities, which have been unconditionally issued, can be admitted as DEM securities. DEM company must ensure that application is made to admit all securities within a
class of DEM securities.
31.3 If as a result of a corporate action (including, amongst other actions, a private placement
of an issuer’s securities or a recapitalisation of an issuer) the percentage in public hands goes below 10 per cent, the SEM may, accept a lower percentage in public hands provided that the issuer undertakes to restore the percentage in public hands to 10 per cent within one year following the said corporate action or within such other period as may be agreeable to the SEM. 32. Retention of a corporate adviser
A DEM company shall, as far as is reasonably practicable, ensure that it retains a corporate adviser at all times. 33. Settlement
A DEM company must ensure that appropriate settlement arrangements are in place place in accordance with Section 3(3) of the Securities (Central Depository, Clearing and Settlement) Act 1996. 34. Fees
A DEM company must pay the DEM fees set by the SEM in accordance with Schedule Ten as soon as such payment becomes due. The DEM fees may be reviewed on a yearly basis by the SEM to reflect general economic and market conditions. 35. Contact Details
Details of a DEM company contact, including a valid e-mail address, must be provided to the SEM at the time of the application for admission and the SEM must be immediately informed of any changes thereafter. 36. Purchase of own shares 36.1 Where DEM company is a domestic company, it shall be subject to the requirements
of the Securities (Purchase of Own shares) Rules 2008 or any amendment thereof.
DEM company proposes to redeem, acquire or purchase more than 25 per
cent, of any class of its equity securities, it must make a tender offer in the open market to all shareholders of that class on the same terms. It must deliver to the SEM and publish a Notice of Redemption/Purchase containing the information in Schedule Seven. Cancellation 37. Cancellation at the request of DEM Company
37.1 A DEM company which wishes the SEM to cancel its admission must notify the SEM
of its preferred cancellation date and issue a press release in at least one widely read daily newspaper at least two months prior to such date. Save where the SEM otherwise agrees, the cancellation shall be conditional upon the consent of not less than 75% of votes cast by its shareholders given in a meeting of shareholders and not more than 5% of its shareholders must vote against the cancellation. The DEM company shall send a circular to its shareholders giving information relating to the cancellation.
The meeting of shareholders must be held at least one month prior to the preferred cancellation date.
The circular to shareholders, notification to the SEM and press release in at least one widely read daily newspaper should set out the preferred date of cancellation, the reasons for seeking the cancellation, a description of how shareholders will be able to effect transactions in the securities once they have been cancelled and any other matter relevant to shareholders reaching an informed decision upon the issue of the cancellation. 37A. Precautionary suspension, suspension or cancellation of admission by the SEM
37A.1 The SEM may suspend dealings in the securities of a DEM company or suspend or
cancel the admission of a DEMcompany where:
required for the protection of investors; or
the integrity and reputation of the market has become or may be impaired by dealings in those securities; or
the SEM considers that the percentage of shares of the DEM company in public hands is below the limit prescribed in Rule 1.1; or SEM considers that the DEM company does not have a sufficient level of
operations or tangible assets of sufficient value and/or intangible assets for which a sufficient potential value can be demonstrated to the SEM to warrant the continued admission of its securities; SEM considers that the DEM company or its business is no longer suitable for
admission on the DEM.
37A.2 Where dealings have been suspended, the procedure for lifting the suspension will
depend on the circumstances and the SEM may impose such conditions as it considers appropriate. For example a temporary suspension pending an announcement will usually be lifted when the announcement is made. Further, a suspension will not normally be lifted unless: (a)
where the suspension was at the request of the DEM company, the DEM company has announced the reason for the suspension and, where appropriate, the anticipated timing of the lifting of the suspension;
where the suspension was otherwise than at the DEM company’s request, the DEM company has satisfied such conditions for the lifting of the suspension as imposed by the SEM.
37A.3 The SEM will cancel the admission of the DEM company where admission has been
suspended for six months. Cancellations are effected by a dealing notice. Sanctions and appeals 38. Sanctions against a Development & Enterprise Market company
38.1 If the SEM considers that a DEM company has contravened these rules, it may,
depending on the nature and seriousness of the breach, take the following measures:
publish the fact that the company has been censured in at least one widely read daily newspaper;
admission of the DEM company; and/or cancel the admission of the DEM company. 39. Appeals
Appeals against decisions of the SEM in relation to an applicant’s initial suitability for admission or suspension or cancellation of the admission of a DEM company shall be heard and determined in accordance with such procedures as shall be established by the SEM. 40. Power to amend rules
The Board of Directors of the SEM may, with the approval of the FSC, from time to time decide to amend the DEM Rules.
The Board shall give written Notice to all stakeholders of any amendment to the Rules.
APPLICATION PROCEDURES 1. General
Where any document is amended after the initial submission, a like number of further copies must be submitted to the SEM (in the same manner as the original document was submitted) for approval, marked in the margin to indicate the changes made to conform to any comments previously made by the SEM, any other changes and indicating where the relevant items from Schedule Two have been met. admission document or any supplementary document must not be issued until
they have received the approval of the SEM. However, circulation of a draft or preliminary document, which is clearly marked as such and which states that it has not been approved by the SEM is permitted for the purposes of arranging underwriting.
Applicants are reminded of the provision of the Act relating to control of advertisements.
1.1 Initial application documents
The following documents must be lodged with the Listing Division of the SEM: (a)
1 draft of the admission document marked in the margin to indicate where the relevant items from Schedule Two have been met;
payment of the appropriate initial DEM fee ;
the non-applicability letter, as per Rule 4.1, where relevant ;
1.2 Final application documents
The following documents must be lodged in final form with the Listing Division of the SEM: (a)
a formal application signed by a duly authorised officer of the issuer;
1 copy of the final proof of the admission document, which must be signed and dated by at least two directors on behalf of the Board;
a declaration and undertaking duly signed by each director and proposed director; and
(d) such other documentation as may be required by the SEM. CONTENTS OF ADMISSION DOCUMENT
A company, which is required to produce an admission document, must ensure that document discloses the following: 1. INFORMATION REQUIRED BY THE ACT
Information equivalent to that which would be required by the Act whether or not it is
required to produce a document under the Act, if applicable. 2. PERSONS RESPONSIBLE 2.1 A statement signed by at least two directors of the company on behalf of the Board to the effect that they accept responsibility for the contents or completeness of the document and that where applicable, to the best of their knowledge and belief, and after making reasonable inquiries the document complies with the Act, or any rules or regulations made under the Act as applicable. 2.2. Where a document is required by the Act, a statement to the effect that neither the SEM nor the FSC takes responsibility for its contents. 2.3. These statements shall appear in a prominent place in the admission document. 3. THIRD PARTY INFORMATION 3.1. Names and addresses of the company’s licensed auditors for the period covered by the historical financial information. 3.2. The names and addresses of the applicant's company secretary, principal bankers, corporate adviser (if any), legal advisers and trustees (if any), legal advisers to the issue, public accountants and any other expert to whom a statement or report included in the admission document has been attributed.
4. RISK FACTORS Prominent disclosure of risk factors that are specific to the company or its industry and that are material to the securities being offered and/or admitted to trading in order to assess the market risk associated with these securities in a section headed “Risk Factors”.
In the case of a company with a trading record of less than 3 years, the following paragraph should be inserted prominently and in bold on the first page:
"The Development & Enterprise Market is a market designed to include emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. The Development & Enterprise Market securities are not admitted to the Official Market of the SEM. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with a professional financial adviser.” 5. INFORMATION ABOUT THE COMPANY 5.1. History and Development of the Company 5.1.1. the legal and commercial name of the company; 5.1.2. the place of registration of the company and its registration number; 5.1.3.the date of incorporation and the length of life of the company, except where indefinite; 5.1.4. the domicile and legal form of the company, the legislation under which the company
operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office);
5.1.5. the important events in the development of the company's business. 5.2. Investments 5.2.1. A description, (including the amount) of the company's principal investments for each
financial year for the period covered by the historical financial information up to the date of the admission document; 5.2.2. A description of the company’s principal investments that are in progress, including the
geographic distribution of these investments (home and abroad) and the method of financing (internal or external);
5.2.3. Information concerning the company's principal future investments on which its
management have already made firm commitments.
6. BUSINESS OVERVIEW 6.1. Principal Activities 6.1.1. A description of, and key factors relating to, the nature of the company's operations and its
principal activities, stating the main categories of products sold and/or services performed for each financial year for the period covered by the historical financial information; and
6.1.2. An indication of any significant new products and/or services that have been introduced
and, to the extent the development of new products or services has been publicly disclosed, give the status of development.
6.2. If material to the company's business or profitability, a summary information regarding the extent to which the company is dependent, on patents or licences, industrial, commercial or financial contracts or new manufacturing processes. 7. ORGANIZATIONAL STRUCTURE 7.1. If the company is part of a group, a brief description of the group and the company's position within the group. 7.2. A list of the company's significant subsidiaries, including name, country of incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held. 8. PROPERTY, PLANT AND EQUIPMENT 8.1. Information regarding any existing or planned material tangible fixed assets, including leased properties, and any major encumbrances thereon. 8.2. A description of any environmental issues that may affect the company’s utilisation of the tangible fixed assets. 9. OPERATING AND FINANCIAL REVIEW 9.1. Financial Condition To the extent not covered elsewhere in the admission document, provide a description of the company’s financial condition, changes in financial condition and results of operations for each year and interim period, for which historical financial information is required, including the causes of material changes from year to year in the financial information to the extent necessary for an understanding of the company’s business as a whole. 9.2. Operating Results 9.2.1. Information regarding significant factors, including unusual or infrequent events or new
developments, materially affecting the company's income from operations, indicating the extent to which income was so affected.
9.2.2. Where the financial statements disclose material changes in net sales or revenues,
provide a narrative discussion of the reasons for such changes.
9.2.3. Information regarding any governmental, economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, directly or indirectly, the company's operations. 10. CAPITAL RESOURCES 10.1. A statement by its directors that in their opinion having made due and careful enquiry, the working capital available to it and its group will be sufficient for its present requirements, that is for at least twelve months from the date of admission of its securities. 11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES Where material, provide a description of the company's research and development policies for each financial year for the period covered by the historical financial information, including the amount spent on company-sponsored research and development activities. 12. TREND INFORMATION 12.1. The most significant recent trends in production, sales and inventory, and costs and selling prices since the end of the last financial year to the date of the admission document. 12.2. Information on any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the company's prospects for at least the current financial year. 13. PROFIT FORECASTS OR ESTIMATES 13.1. Where a document contains a profit forecast, estimate or projection (which includes any form of words which expressly or by implication states a minimum or maximum for the likely level of profits or losses for a period subsequent to that for which audited financial statements have been published, or contains data from which a calculation of an approximate figure for future profits or losses may be made, even if no particular figure is mentioned and the words “profit” or “loss” are not used):
a statement by its directors that such forecast, estimate or projection has been made after due and careful enquiry;
a statement of the principal assumptions for each factor which could have a material effect on the achievement of the forecast, estimate or projection. The assumptions must be readily understandable by investors and be specific and precise.
14. MANAGEMENT 14.1. The following information relating to each director and each proposed director: director’s full name and age together with any previous names;
the names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner;
any unspent convictions in relation to indictable offences;
details of any bankruptcies or individual voluntary arrangements of such
director;
details of any receiverships, compulsory liquidations, creditors’ voluntary liquidations, administrations, company voluntary arrangements or any composition or arrangement with its creditors generally or any class of its creditors of any company where such director was a director at the time of or within the twelve months preceding such events;
details of any compulsory liquidations, administrations or partnership voluntary arrangements of any partnerships where such director was a partner at the time of or within the twelve months preceding such events;
details of receiverships of any asset of such director or of a partnership of which the director was a partner at the time of or within the twelve months preceding such events; and
(viii) details of any public criticisms of such director by statutory or regulatory
authorities (including recognised professional bodies), and whether such director has ever been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of any company;
14.2. Conflicts of interests 14.2.1. Potential conflicts of interests between any duties to the company, of the persons referred to in item 14.1, and their private interests and or other duties must be clearly stated. In the event that there are no such conflicts, a statement to that effect must be made. 14.2.2. Any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to in item 14.1 was selected as a member of the administrative, management or supervisory bodies or member of senior management. 14.2.3. Details of any restrictions agreed by the persons referred to in item 14.1 on the disposal within a certain period of time of their holdings in the company’s securities. 14.2.4. A statement showing the interests of each of the persons referred to in item 14.1 and of the chief executive of the applicant and associates of any of them in so far as is known to the applicant or an appropriate negative statement. 15. REMUNERATION AND BENEFITS In relation to the last full financial year: 15.1. The amount of remuneration paid (including any contingent or deferred compensation), and benefits in kind granted to the persons referred to in item 14.1 by the company and its subsidiaries for services in all capacities to the company and its subsidiaries by any person. That information may be provided on an aggregate basis. 15.2. The total amounts set aside or accrued by the company or its subsidiaries to provide pension, retirement or similar benefits. 16. EMPLOYEES 16.1. Either the number of employees at the end of the period or the average for each financial year for the period covered by the historical financial information up to the date of the admission document (and changes in such numbers, if material) and, if possible and material, a breakdown of persons employed by main category of activity and geographic location. If the company employs a significant number of temporary employees, include disclosure of the number of temporary employees on average during the most recent financial year. 16.2. Description of any arrangements for involving the employees in the capital of the company. 17. MAJOR INFORMATION ON SHAREHOLDERS
The name of any person who, insofar as known to its directors, is interested directly or indirectly in 5% or more of its capital, together with the amount, expressed as a percentage, of each such person’s interest.
18. RELATED PARTY TRANSACTIONS Details of related party transactions that the company has entered into during the period covered by the historical financial information and up to the date of the admission document, must be
disclosed. 19. FINANCIAL INFORMATION CONCERNING THE COMPANY’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 19.1. Historical Financial Information Audited historical financial information covering at least the latest financial year and the audit report in respect of each year. Such financial information must be prepared according to IFRS. The financial information required under this heading must include at least:
(a) balance sheet; (b) income statement; (c) a statement showing either all changes in equity or changes in equity other than those arising from capital transactions with owners and distributions to owners;
(d) the total amount of borrowings or indebtedness in the nature of borrowing including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments, distinguishing between guaranteed, unguaranteed, secured and unsecured borrowings and debt or an appropriate negative statement; (e) mortgages and charges, or an appropriate negative statement; (f) the total amount of any contingent liabilities or guarantees, or an appropriate negative statement; (g) cash flow statement; and (h) accounting policies and explanatory notes.
19.2. Financial statements If the company prepares both own and consolidated annual financial statements, the consolidated annual financial statements must be included in the admission document. 19.3 Auditing of historical annual financial information 19.3.1. A statement that the historical financial information has been audited. If audit reports on
the historical financial information have been refused by the licensed auditors or if they contain qualifications or disclaimers, such refusal or such qualifications or disclaimers must be reproduced in full and the reasons given.
19.3.2. Indication of other information in the admission document which has been audited by
19.3.3. Where financial data in the admission document is not extracted from the company's
audited financial statements state the source of the data and state that the data is unaudited.
19.4. Interim (quarterly) and other financial information 19.4.1. If the company has published interim (quarterly) financial information since the date of its
last audited financial statements, these must be included in the admission document. If the interim (quarterly) financial information has been reviewed or audited, the audit or review report must also be included. If the interim (quarterly) financial information is unaudited or has not been reviewed state that fact.
19.4.2. If the admission document is dated more than nine months after the end of the last
audited financial year, it must contain interim financial information, which may be unaudited (in which case that fact must be stated) covering at least the first six months of the financial year. The interim financial information must include comparative statements for the same period in the prior financial year, except that the requirement for comparative balance sheet information may be satisfied by presenting the years end balance sheet.
19.5. Dividend policy A description of the company’s policy on dividend distributions and any restrictions thereon. 19.5.1. The amount of the dividend per share for each financial year for the period covered by
the historical financial information adjusted, where the number of shares in the company has changed, to make it comparable.
19.6. Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past significant effects on the company and/or group's financial position or profitability, or provide an appropriate negative statement. 19.7. Significant change in the company’s financial or trading position A description of any significant change in the financial or trading position of the group which has occurred since the end of the last financial period for which either audited financial information or interim (quarterly) financial information have been published, or provide an appropriate negative statement. 20. ADDITIONAL INFORMATION 20.1. Share Capital The following information as of the date of the most recent balance sheet included in the historical financial information: 20.1.1. The amount of stated capital, and for each class of share capital:
(a) the number of shares issued and fully paid and issued but not fully paid;
(b) the par value per share, or that the shares have no par value; and
(c) a reconciliation of the number of shares outstanding at the beginning and end of the year. If more than 10% of capital has been paid for with assets other than cash within the period covered by the historical financial information, state that fact.
20.1.2. The number, book value and face value of shares in the company held by or on behalf of
the company itself or by subsidiaries of the company.
20.1.3. The amount of any convertible securities, exchangeable securities or securities with
warrants, with an indication of the conditions governing and the procedures for conversion, exchange or subscription.
20.1.4. Information about any capital of any member of the group which is under option or
agreed conditionally or unconditionally to be put under option and details of such options including those persons to whom such options relate.
20.1.5. A history of share capital, highlighting information about any changes, for the period
covered by the historical financial information.
20.2. Constitution 20.2.1. A description of the company’s objects and purposes and where they can be found in the
20.2.2. A summary of any provisions of the company's constitution, statutes, charter or bylaws
with respect to the members of the administrative, management and supervisory bodies.
20.2.3. A description of the rights, preferences and restrictions attaching to each class of the
20.2.4. A description of what action is necessary to change the rights of holders of the shares,
indicating where the conditions are more significant than is required by law.
20.2.5. A description of the conditions governing the manner in which annual meetings and
special meetings of shareholders are convened including the conditions of admission.
20.2.6. A brief description of any provision of the company's constitution or articles of
association, statutes, charter or bylaws that would have an effect of delaying, deferring or preventing a change in control of the company.
20.2.7. An indication of the constitution, statutes, charter or bylaw provisions, if any, governing
the ownership threshold above which shareholder ownership must be disclosed.
20.2.8. A description of the conditions imposed by the constitution, statutes, charter or bylaw
governing changes in the capital, where such conditions are more stringent than is required by law.
21. MATERIAL CONTRACTS A summary of each material contract, other than contracts entered into in the ordinary course of business, to which the company or any member of the group is a party, for the two years immediately preceding publication of the admission document. 22. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST 22.1. Where a statement or report attributed to a person as an expert is included in the admission document, provide such person’s name, business address, qualifications and material interest if any in the company. If the report has been produced at the company’s request a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of the person who has authorised the contents of that part of the admission document. 22.2. Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. 23. INFORMATION ON HOLDINGS 23.1. Information relating to the undertakings in which the company holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses. 24. KEY INFORMATION 24.1. Interest of natural and legal persons involved in the issue/offer A description of any interest, including conflicting ones that is material to the issue/offer, detailing the persons involved and the nature of the interest.
The name of any person (excluding professional advisers otherwise disclosed in the admission document and trade suppliers) who has:
received, directly or indirectly, from it within the twelve months preceding the application for admission to the DEM or entered into contractual arrangements (not otherwise disclosed in the admission document) to receive, directly or indirectly, from it on or after admission any of the following:
fees totalling MRU 200,000 or equivalent amount in foreign currency or more;
its securities where these have a value of MRU 200,000 or more calculated by reference to the issue price or, in the case of an introduction, the expected opening price; or
any other benefit with a value of MRU 200,000 or more at the date of admission;
giving full details of the relationship of such person with the applicant and of the fees, securities or other benefit received or to be received;
24.2. Reasons for the offer and use of proceeds Reasons for the offer and, where applicable, the estimated net amount of the proceeds broken into each principal intended use and presented by order of priority of such uses. If the company is aware that the anticipated proceeds will not be sufficient to fund all the proposed uses, state the amount and sources of other funds needed. Details must be given with regard to the use of the proceeds, in particular when they are being used to acquire assets, other than in the ordinary course of business, to finance announced acquisitions of other business, or to discharge, reduce or retire indebtedness. 25. INFORMATION CONCERNING THE SECURITIES TO BE OFFERED/ ADMITTED TO TRADING 25.1 A description of the type and the class of the securities being offered and/or admitted to trading, including the ISIN (International Security Identification Number) or other such security identification code. 25.2 Legislation under which the securities have been created. 25.3 An indication whether the securities are in registered form or bearer form and whether the securities are in certificated form or book-entry form. In the latter case, name and address of the entity in charge of keeping the records. 25.4 Currency of the securities issue. 25.5 A description of the rights attached to the securities, including any limitations of those rights, and procedure for the exercise of those rights. •
Fixed date(s) on which the entitlement arises, Time limit after which entitlement to dividend lapses and an indication of the person in
Dividend restrictions and procedures for non-resident holders, Rate of dividend or method of its calculation, periodicity and cumulative or non-
Pre-emption rights in offers for subscription of securities of the same class.
Right to share in the company’s profits.
Rights to share in any surplus in the event of liquidation.
25.6 In the case of new issues, a statement of the resolutions, authorisations and approvals by virtue of which the securities have been or will be created and/or issued. 25.7 In the case of new issues, the expected issue date of the securities. 25.8 An indication of the existence of any mandatory takeover bids and/or squeeze-out and sell- out rules in relation to the securities. 25.9 An indication of public takeover bids by third parties in respect of the company’s equity, which have occurred during the last financial year and the current financial year. The price or exchange terms attaching to such offers and the outcome thereof must be stated. 26. TERMS AND CONDITIONS OF THE OFFER 26.1 Conditions, offer statistics, expected timetable and action required to apply for the 26.1.1. Conditions to which the offer is subject. 26.1.2 Total amount of the issue/offer, distinguishing the securities offered for sale and those
offered for subscription; if the amount is not fixed, description of the arrangements and time for announcing to the public the definitive amount of the offer.
26.1.3 The time period, including any possible amendments, during which the offer will be open
and description of the application process.
26.1.4 An indication of when, and under which circumstances, the offer may be revoked or
26.1.5 A description of the possibility to reduce subscriptions and the manner for refunding
excess amount paid by subscribers to the offer.
26.1.6 Details of the minimum and/or maximum amount of subscription (whether in number of
securities or aggregate amount to invest).
26.1.7 An indication of the period during which an application for subscription may be withdrawn,
provided that investors are allowed to withdraw their subscription.
26.1.8 Method and time limits for paying up the securities and for delivery of the securities. 26.1.9 A full description of the manner and date in which results of the offer are to be made
26.1.10 The procedure for the exercise of any right of pre-emption, the negotiability of
subscription rights and the treatment of subscription rights not exercised.
26.2 Plan of distribution and allotment 26.2.1. The various categories of potential investors to which the securities are offered. If the
offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche.
26.2.2. To the extent known to the company, an indication of whether major shareholders or
members of the company's management, supervisory or administrative bodies intended to subscribe in the offer, or whether any person intends to subscribe for more than five per cent of the offer.
26.2.3. Pre-allotment Disclosure: a) The division into tranches of the offer including the institutional, retail and company’s employee tranches and any other tranches; b) The conditions under which the claw-back may be used, the maximum size of such claw back and any applicable minimum percentages for individual tranches; c) The allotment method or methods to be used for the retail and company’s employee tranche in the event of an over-subscription of these tranches; d) A description of any pre-determined preferential treatment to be accorded to certain categories of investors in the allotment, the percentage of the offer reserved for such preferential treatment and the criteria for inclusion in such categories. e) Whether the treatment of subscriptions or bids to subscribe in the allotment may be determined on the basis of which firm they are made through or by; f) A target minimum individual allotment if any within the retail tranche; g) The conditions for the closing of the offer as well as the date on which the offer may be closed; h) Whether or not multiple subscriptions are admitted, and where they are not, how any multiple subscriptions will be handled.
26.2.4. Process for notification to applicants of the amount allotted. 26.2.5. Over-allotment and 'green shoe': a) The existence and size of any over-allotment facility and/or 'green shoe'. b) The existence period of the over-allotment facility and/or 'green shoe'. c) Any conditions for the use of the over-allotment facility or exercise of the 'green shoe'. 26.3 Pricing 26.3.1. An indication of the price at which the securities will be offered. If the price is not known
or if there is no established and/or liquid market for the securities, indicate the method for determining the offer price, including a statement as to who has set the criteria or is formally responsible for the determination. Indication of the amount of any expenses and taxes specifically charged to the subscriber or purchaser.
26.3.2. Process for the disclosure of the offer price. 26.3.3. If the company’s equity holders have pre-emptive purchase rights and this right is
restricted or withdrawn, indication of the basis for the issue price if the issue is for cash, together with the reasons for and beneficiaries of such restriction or withdrawal.
26.3.4 Where there is or could be a material disparity between the public offer price and the
effective cash cost to members of the administrative, management or supervisory bodies or senior management, or affiliated persons, of securities acquired by them in transactions during the past year, or which they have the right to acquire, include a comparison of the public contribution in the proposed public offer and the effective cash contributions of such persons.
26.4. Placing and Underwriting 26.4.1. Name and address of the co-ordinator(s) of the global offer and of single parts of the
offer and, to the extend known to the company or to the offeror, of the placers in the various countries where the offer takes place.
26.4.2. Name and address of any paying agents and depository agents in each country. 26.4.3. Name and address of the entities agreeing to underwrite the issue on a firm commitment
basis, and name and address of the entities agreeing to place the issue without a firm commitment or under “best efforts” arrangements. Indication of the material features of the agreements, including the quotas.
Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission.
26.4.4. When the underwriting agreement has been or will be reached. 27. ADMISSION TO TRADING AND DEALING ARRANGEMENTS 27.1 An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. This circumstance must be mentioned, without creating the impression that the admission to trading will necessarily be approved. If known, the earliest dates on which the securities will be admitted to trading. 27.2 All the regulated markets or equivalent markets on which, to the knowledge of the company, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. 27.3 If simultaneously or almost simultaneously with the creation of the securities for which admission to a regulated market is being sought securities of the same class are subscribed for
or placed privately or if securities of other classes are created for public or private placing, give details of the nature of such operations and of the number and characteristics of the securities to which they relate. 28. HOLDERS OFFERING TO SELL SECURITIES 28.1 Name and business address of the person or entity offering to sell the securities, the nature of any position office or other material relationship that the selling persons has had within the past three years with the company or any of its predecessors or affiliates. 28.2 The number and class of securities being offered by each of the selling security holders. 28.3 Lock-in agreements
The parties involved. Content and exceptions of the agreement. Indication of the period of the lock in.
29. EXPENSE OF THE ISSUE/OFFER 29.1. The total net proceeds and an estimate of the total expenses of the issue/offer. 30. DILUTION 30.1 The amount and percentage of immediate dilution resulting from the offer. 30.2. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer. 31. ADDITIONAL INFORMATION 31.1. If advisors connected with an issue are mentioned in the admission document, a statement of the capacity in which the advisors have acted. 31.2. An indication of other information in admission document, which has been audited or reviewed by licensed auditors. 31.3 Where rule 7 applies, a statement that its related parties and applicable employees have agreed not to dispose of any interests in any of its DEM securities for a period of twelve months from the admission of its securities; 31.4 Any other factual information which it reasonably considers necessary to enable investors to form a full understanding of the matters contained in the admission document.
Supplement to Schedule Two, for further issues of DEM securities
A DEM company issuing further securities to its existing shareholders required to produce a further admission document under Rule 27, must ensure that the document discloses all the information as per hereunder. Rights issue:
A rights issue is an offer to existing holders of securities to subscribe for further securities in proportion to their holdings by means of the issue of a renounceable provisional letter of allotment (or other negotiable document) which may be traded (as "nil paid" rights) for a period before payment for the securities is due.
The further admission document of the applicant shall comprise:
1 draft of the admission document marked in the margin to indicate where the relevant items from the Second Supplement to Schedule Two have been met;
a formal application signed by a duly authorised officer of the issuer; and
1 draft of the final proof of the admission document; which must be signed and dated by at least two directors on behalf of the Board.
The admission document shall disclose the following items of information:
Schedule Two – Items 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14.1(i), 14.2.4, 15.1, 16, 17, 19, 20.1.1, 20.1.4, 20.1.7; 20.2.1, 21, 22, 24.2, 25.1, 25.3, 25.5, 26.3, 26.4.3, 26.4.4, 29, 30, 31.1, 31.2, 31.4;
Schedule Three – Items (c), (e), and (g); and
A statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any DEM securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated. Capitalisation issue:
A capitalisation issue is an allotment of further securities to existing shareholders, credited as fully paid up out of the applicant's reserves or profits, in proportion to their existing holdings, or otherwise not involving any monetary payments. A capitalisation issue includes a bonus issue and a scrip dividend scheme under which profits are capitalised.
No applicant shall proceed with a capitalisation issue involving a payment up of securities out of reserves, unless it has obtained the prior written confirmation of its licensed auditors that its reserves are sufficient for this purpose.
The admission document shall disclose the following items of information:
Schedule Two – Items 2.1, 5.1.1, 5.1.2, 5.1.3, 5.1.4, 20.1.1, 20.1.4, 25.1, 25.3, 25.5;
Schedule Three – Items (e), and (g); and
A statement as to the pro rata entitlement, the last date on which transfers were or will be accepted for registration for participation in the issue, how the securities rank for dividend, whether the securities rank pari passu with any DEM securities, the nature of the document of title, its proposed date of issue and whether or not it is renounceable and how fractions (if any) are to be treated. CONTENTS OF FORMAL NOTICE
A formal notice must be not less than 12 centimetres by 16 centimetres in size and must state at least the following:
the name and country of incorporation or other establishment of the applicant;
the amount and title of the securities for which admission is sought;
the address in Port Louis (and elsewhere if appropriate) at which copies of the admission document are available to the public;
a statement that application has been made to the SEM for admission of the securities;
a statement that an admission document has been published and times at which copies are available to the public;
the date upon which dealings in the securities are expected to commence; and
the names of the investment dealer or underwriter and, if applicable, any distributor(s).
Schedule Four DETERMINATION OF CLASS TESTS
The class tests for determining the size of a transaction pursuant to rules 13, 14 and 15 are as follows: The Gross Assets test
Gross assets the subject of the transaction x
Gross assets of the DEM company Figures to use for the Gross assets test:
The “Gross assets the subject of the transaction” means the book value of the assets.
The “Gross assets of the DEM company” means the total of its fixed assets plus total current assets. These figures should be taken from the last published annual consolidated financial statements. The Profits test
Profits attributable to the assets the subject of the transaction x
Profits of the DEM company Figures to use for the Profits test:
The “Profits of the DEM company” means profits before taxation as stated in the last published annual consolidated financial statements. The Consideration test
Aggregate market value of all the ordinary shares of the DEM company Figures to use for the Consideration test:
The “Consideration” means the amount paid to the vendors, but the SEM may require the inclusion of further amounts.
Where all or part of the consideration is in the form of securities to be listed, or traded on the DEM, the consideration attributable to those securities means the aggregate market value of those securities.
If deferred consideration is, or may be, payable or receivable by the DEM company in the future, the consideration means the maximum total consideration payable or receivable under the agreement. Substitute Tests
In circumstances where the above tests produce anomalous results or where the tests are inappropriate to the sphere of activity of the DEM company, the SEM may (except in the case of a transaction with a related party), disregard the calculation and substitute other relevant indicators of size, including industry specific tests. Only the SEM can decide to disregard one or more of the class tests, or substitute another test. The FSC shall be informed of any substitute tests applied by the SEM. Schedule Five DISCLOSURE OF CORPORATE TRANSACTIONS
In respect of transactions which require notifications pursuant to rules 12, 13 and 14 a DEM company must notify the following information:
(a) particulars of the transaction, including the name of any company or business, where
a description of the business or the assets which are the subject of the transaction;
the profits attributable to those assets;
the full consideration and how it is being satisfied;
the effect on the DEM Company;
details of any service contracts of its proposed directors;
in the case of a disposal, the application of the sale proceeds;
in the case of a disposal, if shares or other securities are to form part of the consideration received, a statement whether such securities are to be sold or retained; and
any other information necessary to enable investors to evaluate the effect of the transaction upon the DEM company. Schedule Six BLOCK ADMISSIONS
Pursuant to a block admission, a DEM company must make notification of the following:
number and class of securities not issued under the scheme;
number of securities issued under the scheme during the period;
balance under the scheme of securities not yet issued at the end of the period;
number and class of securities originally admitted and the date of admission; and Schedule Seven CONTENTS OF REDEMPTION/PURCHASE NOTICE
A redemption/purchase notice must contain the following information:
(a) a statement of the total number and description of securities which the DEMcompany
proposes to redeem or purchase and the duration of the share-buy-back;
(b) a statement by the directors of the reasons for the proposed redemption or purchase;
(c) a description of the terms and conditions of the tender offer, where appropriate; (d) a statement by the directors as the proposed source of funds for making the proposed
(e) a statement as to any material adverse impact on the working capital in the event that the
proposed redemption or purchase would be carried out in full at any time during the proposed redemption or purchase period, or an appropriate negative statement; and
(f) statement of the name of any directors, and to the best of the knowledge of the directors
after having made all reasonable enquiries, statement of the name of any associates of the directors and any related parties, who have a present intention to redeem or sell equity securities in the proposed redemption or purchase, or an appropriate negative statement. Schedule Eight UNDERTAKING TO COMPLY WITH THE DEM RULES Form of Undertaking required to be entered into by an applicant in support of its application for admission to the Development & Enterprise Market of the Stock Exchange of Mauritius Ltd. To:
.………………………………………………. ("the applicant")
In consideration of the Stock Exchange of Mauritius Ltd (SEM) granting the applicant's application for admission to the Development & Enterprise Market (DEM) of the Stock Exchange of Mauritius, and for permission to deal in the securities specified in the application, the applicant HEREBY ACKNOWLEDGES that it shall remain on the DEM, and that trading in the applicant's listed securities shall continue, only at the approval of the SEM, and the applicant HEREBY UNDERTAKES AND AGREES to comply with the on-going obligations of the SEM as set out in the Stock Exchange of Mauritius Rules Governing the Development & Enterprise Market and the applicant FURTHER ACKNOWLEDGES that the SEM may censure the DEM company pursuant to Rule 38 if in the event of breach of the DEM Rules. Dated this. day of .20. . For and on behalf of the applicant as authorised thereto by resolution of the board of directors (or equivalent body) dated Schedule Nine
Requirements for Investment Companies
Conditions for investment companies An investment company must, except as provided under The Securities (Collective Investment Schemes and Closed End Funds) Regulations 2008:
invest in ten or more securities, each of which has been issued by non-related parties;
not lend to or invest in the securities of any one company or group (including loans to or shares in its subsidiaries) more than 20% of its gross assets at the time when the investment or loan is made; for this purpose any existing holding in the company concerned must be aggregated with the proposed new investment (this restriction does not apply to cash deposits awaiting investment);
not take legal or management control of investments in its portfolio;
not pay dividends unless such dividends are covered by income received from underlying investments;
The board of directors (or equivalent body) of an investment company must be able to demonstrate that it will act independently of any investment manager of the investment company.
Where equity securities are held by an investment company, every one percentage point shareholding shall be deemed to be held by eight individual shareholders.
The SEM may waive the requirement regarding the minimum number of 100 shareholders in the case of investment companies. Admission Requirements
Where an applicant is an investment company, the admission document must include in addition to the requirements under Schedule Two of these Rules and, where applicable, The Securities (Collective Investment Schemes and Closed End Funds) Regulations 2008, such matters as: (i)
the precise business sector(s), geographical area(s) and type of company in which it can invest;
whether it will be an active or passive investor;
how widely it will spread its investments;
what expertise its directors or those managing its investments have in respect of evaluating its proposed investments and how and by whom any due diligence on those investments will be effected;
the name of any investment manager together with an indication of the terms and duration of its appointment, the basis for its remuneration and any arrangements relating to the termination of its appointment.
Where some of the items of information specified under Schedule Two may be inappropriate to the applicant’s sphere of activity or legal form, the item should be appropriately adapted so that equivalent information is given.
On-going requirements
An investment company must comply with the on-going requirements under these rules and, where applicable, The Securities (Collective Investment Schemes and Closed End Funds) Regulations 2008. In addition, an investment company must submit to the SEM on a quarterly basis valuation of its investments and a statement of its net asset value within 15 days of each quarter. The statement of net asset value shall be published it in at least two widely read daily newspapers.
The financial statements of an investment company must contain, in addition to the requirements under The Securities (Collective Investment Schemes and Closed End Funds) Regulations 2008 (where applicable):
a management report on the investment performance;
a statement of assets and liabilities and incorporating a list of all investments with a value greater than 5% of the company’s investment portfolio, and at least the 10 largest investments, stating, with comparative figures where relevant, in relation to the company or group in which each such investment is held the following information: a brief description of the business; the proportion of capital owned or intended to be owned; and the cost of the investment and market value (if any) at the latest practicable date or a director’s valuation;
a statement of income and distribution, distinguishing realised and unrealised surplus, stating profits and losses on quoted and unquoted investments;
such other information as may be required by the SEM to enable investors to reach an informed judgement on the performance of any other investment.
Schedule Ten
Fees Application Fee
An application fee of MRU 50, 000 shall be charged to every new applicant. Further issue of securities
A fee of MRU 25, 000 shall be charged in respect of every application for the admission of further DEMsecurities (where applicable) under rule 25. Annual Listing Fee Structure Av. Mkt Capitalisation Initial Listing Rate Additional Listing Rate
175,000 + .001% on excess over Rs 10,000M 87,500 + .001 % on excess over Rs 10,000M
Foreign Investment Companies, Foreign Unit Trusts, Offshore Companies, Offshore Trusts or Other Types of Funds 1. In the case of a foreign investment company, a foreign unit trust, an offshore company, an offshore trust or any other type of fund, an initial listing fee of US $ 1,000 and an annual fee of US $ 1,000 is applicable.
2. In the case of a “multi-class fund” or an “umbrella fund”, (a collective investment scheme which is divided into a number of subfunds), the following will apply in respect of the initial and annual listing fees payable:
No. of Different Classes Initial Fee / Annual Fee Glossary
The following terms have the following meanings when used in these rules unless the context otherwise requires.
Term Meaning admission/admit/admitted Admission of a DEM company effected by a dealing notice under rule 6. admission document
A document produced pursuant to rules 3 or 25.
applicable employee
Any employee of a DEM company, its subsidiary or parent undertaking who:
(a) for the purposes of rule 7, together with that employee’s family, has a holding or interest, directly or indirectly, in 0.5% or more of a class of DEM securities; or
(b) for the purposes of rule 20, is likely to be in possession of unpublished price-sensitive information in relation to the DEMcompany because of his or her employment in the DEM company, its subsidiary or parent undertaking, irrespective of his or her holding or interest. applicant
An issuer that is applying to have its securities admitted to the DEM. application form
The standard form which must be completed by an applicant.
(a) in relation to any director, chief executive or associate controlling shareholder who is an individual means:
his spouse and any child or stepchild under the age of 18 years of the director, chief executive or controlling shareholder (“together the individual’s family”) and;
the trustees (acting as such) of any trust of which the individual or any of the individual’s family is a beneficiary or discretionary object; and
any company in the equity capital of which the individual and/or any member or members of the individual's family (taken together) are directly or indirectly interested so as to exercise or control the exercise of 20 per cent or more of the voting power at the meeting of shareholders, or to control the appointment and/or removal of directors holding a majority of voting rights at board meetings on all or substantially all matters, and any other company which is its subsidiary; and
(b) in relation to a controlling shareholder which is a company means any other company which is its subsidiary or holding company or is a fellow subsidiary of any such holding company or one in the equity capital of which it and/or such other company or companies taken together are directly or indirectly interested so as to exercise or control the exercise of 20 per cent or more of the voting power at the meeting of shareholders, or to control the appointment and/or removal of directors holding a majority of voting rights at board meetings on all or substantially all matters. block admission
The admission of a specified number of the DEM securities, which are to be issued on a regular basis. business day
Any day upon which the SEM is open for business. cancel/cancelled/cancellation
The cancellation of the admission of a DEM company effected by a dealing notice.
A company whose assets consist wholly or
cash company
substantially of cash or short dated securities because it has disposed of all or a substantial part of its business or otherwise has ceased to have a business of sufficient substance to support its market capitalisation.
A person who is or will be responsible under the
chief executive
immediate authority of the board of directors for conducting of the business of a DEM company class tests
The tests set out in Schedule Four which are used to determine whether rules 13, 14 or 15 of these rules apply.
close period
(i) The period of one month preceding the
publication of a DEM company’s annual results (or, if shorter, the period from its financial year end to the time of publication);
the period of one month immediately preceding the notification of its interim (quarterly) results to the SEM or, if shorter, the period from the relevant financial period end up to and including the time of the notification; and
(iii) any other period when the DEM company is in
possession of unpublished price sensitive information; or
(iv) any time it has become reasonably probable
that such information will be required by these rules to be notified to the SEM or by way of press release.
controlling shareholder
Any person who is (or in the case of a related party transaction only was within the 12 months preceding the date of that transaction) entitled to exercise, or control the exercise of, 20 per cent or more of the voting power at the meeting of shareholders of the DEM company or one which is in a position to control the appointment and/or removal of directors holding a majority of voting rights at board meetings on all or substantially all matters.
An adviser to the DEM company whose corporate adviser
responsibilities to the SEM are to:
♦ advise and guide the directors of a DEM company for which it acts about their obligations to ensure compliance by the DEM company on an ongoing basis with these rules;
♦ provide the SEM with any other
information, in such form and within such time limits as the SEM may reasonably require;
♦ liaise with the SEM where requested so to
do by a DEM company for which it acts;
♦ inform the SEM when it ceases to be the corporate adviser to a DEM company.
Any change whatsoever to the holding of DEM securities in which the holder is a director of the DEM company or part of a director’s family (and for the purpose of rule 20 an applicable employee)
any sale or purchase, or any agreement for the sale or purchase of such securities;
the grant to, or acceptance by such a person of any option relating to such securities or of any other right or obligation, present or future, conditional or unconditional, to acquire or dispose of any such securities;
(iii) the acquisition, disposal, exercise or
discharge of, or any dealing with, any such option, right or obligation in respect of such securities;
dealing notice
An announcement and/or press release by the SEM which either admits a DEM company or cancels, suspends or restores the admission of a DEM company. Development & Enterprise
A listed market operated by the SEM. Market or DEM DEM company
A company with a class of securities admitted to the Development & Enterprise Market.
The fees charged by the SEM to DEM companies in respect of admission and annual fees as set out in Schedule Ten. DEM securities
Securities of DEM companies, which have been admitted. director
As defined in The Companies Act 2001. (See also the definition of deal which includes the director’s family).
In relation to any person his or her spouse and any child where such child is under the age of eighteen years.
It includes any trust in which such individuals are trustees or beneficiaries and any company over which they have control or more than 20% of its equity or voting rights in a general meeting. It excludes any employee share or pension scheme where such individuals are beneficiaries rather than trustees.
The Financial Services Commission established under the Financial Services Act 2007
Any legal or beneficial interest, whether direct or indirect, in the DEM securities.
International Financial Reporting Standards or such other standards as may be issued under the Financial Reporting Act 2004.
As defined in the Act. investment company
A body corporate, whether open-ended or closed-ended, which has as its purpose the investment of its funds with the aim of spreading investment risk and giving its members the benefit of the results of the management of those funds by or on behalf of that body.
investment dealer
As defined in the Act.
International Standards on Auditing or such other standards as may be issued under the Financial Reporting Act 2004.
Any company or other legal person or undertaking, any of whose securities are or are proposed to be the subject of an application for admission or some of whose securities are already admitted on the Development & Enterprise Market.
material change
As defined under Section 87(5) of the Act. notify/notified/notification
The delivery of an announcement to the SEM by the DEM company.
An individual, corporation, partnership, association, trust or other entity as the context admits or requires.
prospectus
As defined in the Act.
In relation to shares mean shares being held by the
public hands
public and shares will not be regarded as being held in public hands if they are held, directly by: (a) a director of the applicant or of any of its
(b) a person who is a related party with a director
of the applicant or of any of its subsidiary undertakings;
(c) the trustees of any employees share scheme or
pension fund established for the benefit of any directors and employees of the applicant and its subsidiary undertakings;
(d) any person who by virtue of any agreement has a
right to nominate a person onto the board of directors of the applicant. record date
The last date upon which investors must appear on the share register of the DEM company in order to receive a benefit from the company. related party
in relation to a company means a director, chief executive or controlling shareholder of the company or any of its subsidiaries or associates of any of them
a transaction (other than a transaction of a
related party transaction
revenue nature in the ordinary course of business) between a company, or any of its subsidiaries, and a related party; or
any arrangements pursuant to which a company, or any of its subsidiaries, and a related party each invests in, or provides finance to, another undertaking or asset.
securities
As defined in the Act and in the Stock Exchange (Prescribed Securities) Regulations 2002.
The Stock Exchange of Mauritius Limited established under the repealed Stock Exchange Act 1988.
shareholder
A holder of any legal or beneficial interest, whether direct or indirect, in a DEM security. significant transaction
As defined in the Act. subsidiary unpublished price sensitive information
(a) relates to particular DEM securities or to a
particular DEM company rather than securities or issuers in general;
if it were made public would be likely to have a significant effect on the price or value of any DEM security.
Indications interprétations 15 ml/seconde, la durée de la miction de 15 à 25 urodynamiques. secondes et le résidu post-mictionnel doit être M. Lipski, F. Mellot, S. Octernaud, L Rousseau, inférieur ou égal à 10% de la capacité vésicale. - la capacité vésicale se situe généralement autour *Centre d’imagerie Médicale Juras – Paris de 400 ml, volume où l’on v