10
7 Deal Makers AFRICA Q2 2016 FEATURE: MAURITIUS Overview Since independence in 1968, Mauritius has developed from a low-income, agriculture-based economy to a middle-income diversified economy, attracting substantial investment from both local and foreign investors. Mauritius is divided into nine districts. These districts are called Grand Port, Savanne, Moka, Plaines Wilhems, Pamplemousses, Black River, Port Louis, Flacq and Riviere du Rempart. Other islands that belong to Mauritius are Rodrigues and Agalega. The small island economy benefits greatly from a sound and transparent legal framework that institutionalises and supports the rule of law. A stable business climate, with inflationary pressures under control, provides a fertile ground for dynamic entrepreneurial activity, with regulations in place that support open-market policies. Political Mauritius is a stable, multiparty parliamentary democracy, and changing coalitions are a feature of politics in the country. The president of the Republic is the head of state and is a non- executive official. The prime minister has full executive powers and heads the government which is elected every five years. Economy The economy is based on tourism, textiles, sugar and financial services. In recent years, information and communication technology, seafood, hospitality and property development, healthcare, renewable energy, and education and training have emerged as important sectors, though services and tourism remain the main economic drivers. According to the World Bank, despite external headwinds, especially sluggish growth in the Euro zone on which Mauritius is highly dependent for tourism, trade and foreign direct investment (FDI), the economy grew by 3,5% in 2015, similar to the 3,4% pace in 2014. The current account deficit narrowed from 8,8% of gross domestic product (GDP) in 2014 to 7% of GDP in 2015, driven by a smaller trade deficit and lower net income outflows. The bulk of the current account deficit is structural, reflecting weaker private saving and reliance on capital goods imports, compounded by the slow recent growth of Mauritius’ main trading partners. Monetary policy is cautiously accommodative, consistent with macro stability, but with the Bank of Mauritius also attempting to support stronger growth and a closing of the output gap. The benchmark rate was reduced by 40 basis points in July, the Central Bank citing Brexit as having damaged its growth outlook for the economy. Annual inflation in Mauritius eased to 1% in July after reaching a 6-month high of 1,1% in June. Prime Minister, Sir Anerood Jugnauth, recently stressed that Mauritius would continue with the diversification of its exports and export markets to move from being a Euro- centric exporter to a more diversified export and tourism- based economy. Fiscal policy has recently been more expansionary than planned but the overall deficit and public debt remain manageable, with deficits in 2014 and 2015 at 0,4% and 1,6% of GDP. Mauritius’s main challenges include: increasing competitiveness through greater regional integration, creating a stronger environment for innovation, Land Area: 2040 km² and 330 km of coastline. The island is situated in the Indian Ocean, approximately 1,491 miles off the southeast coast of Africa, and lies to the east of Madagascar Population: 1.3 million Climate: Tropical Capital: Port Louis Time: Four hours ahead of GMT Languages: Although the official language of Mauritius is English, most people speak French and Creole Religion: approx. Hinduism (52%), Christianity (31%), Islam (17%) Currency: Mauritian Rupee denoted by the ISO 4217 code MUR, one Rupee = 100 cents Politics: Gained independence from the rule of the United Kingdom on March 12, 1968. On the same date in 1992, it was declared a Republic. Legal System: Laws governing the Mauritian penal system are derived partly from French civil law and British common law Stock Exchange: The SEM was incorporated on March 30, 1989 and operates two markets: the Official Market and the Development & Enterprise Market. Currently, there are 51 companies listed QUICK FACTS DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS

DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

Embed Size (px)

Citation preview

Page 1: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

7DealMakers AFRICA Q2 2016FEATURE: MAURITIUS

OverviewSince independence in 1968, Mauritius has developed from alow-income, agriculture-based economy to a middle-incomediversified economy, attracting substantial investment fromboth local and foreign investors.

Mauritius is divided into nine districts. These districts arecalled Grand Port, Savanne, Moka, Plaines Wilhems,Pamplemousses, Black River, Port Louis, Flacq and Riviere duRempart. Other islands that belong to Mauritius are Rodriguesand Agalega.

The small island economy benefits greatly from a sound andtransparent legal framework that institutionalises and supportsthe rule of law. A stable business climate, with inflationarypressures under control, provides a fertile ground for dynamicentrepreneurial activity, with regulations in place that supportopen-market policies.

PoliticalMauritius is a stable, multiparty parliamentary democracy, andchanging coalitions are a feature of politics in the country. Thepresident of the Republic is the head of state and is a non-executive official. The prime minister has full executive powersand heads the government which is elected every five years.

Economy The economy is based on tourism, textiles, sugar andfinancial services. In recent years, information andcommunication technology, seafood, hospitality and propertydevelopment, healthcare, renewable energy, and educationand training have emerged as important sectors, thoughservices and tourism remain the main economic drivers.

According to the World Bank, despite external headwinds,especially sluggish growth in the Euro zone on whichMauritius is highly dependent for tourism, trade and foreigndirect investment (FDI), the economy grew by 3,5% in 2015,similar to the 3,4% pace in 2014. The current account deficitnarrowed from 8,8% of gross domestic product (GDP) in 2014to 7% of GDP in 2015, driven by a smaller trade deficit and

lower net income outflows. The bulk of the current accountdeficit is structural, reflecting weaker private saving andreliance on capital goods imports, compounded by the slowrecent growth of Mauritius’ main trading partners.

Monetary policy is cautiously accommodative, consistent withmacro stability, but with the Bank of Mauritius also attemptingto support stronger growth and a closing of the output gap.The benchmark rate was reduced by 40 basis points in July,the Central Bank citing Brexitas having damaged its growthoutlook for the economy.Annual inflation in Mauritiuseased to 1% in July afterreaching a 6-month high of1,1% in June.

Prime Minister, Sir AneroodJugnauth, recently stressedthat Mauritius would continuewith the diversification of itsexports and export markets tomove from being a Euro-centric exporter to a morediversified export and tourism-based economy.

Fiscal policy has recentlybeen more expansionary thanplanned but the overall deficitand public debt remainmanageable, with deficits in2014 and 2015 at 0,4% and1,6% of GDP.

Mauritius’s main challengesinclude: increasingcompetitiveness throughgreater regional integration,creating a strongerenvironment for innovation,

Land Area: 2040 km² and 330 km ofcoastline. The island is situated in theIndian Ocean, approximately 1,491miles off the southeast coast of Africa,and lies to the east of Madagascar

Population: 1.3 million

Climate: Tropical

Capital: Port Louis

Time: Four hours ahead of GMT

Languages: Although the officiallanguage of Mauritius is English, mostpeople speak French and Creole

Religion: approx. Hinduism (52%),Christianity (31%), Islam (17%)

Currency: Mauritian Rupee denotedby the ISO 4217 code MUR, oneRupee = 100 cents

Politics: Gained independence fromthe rule of the United Kingdom onMarch 12, 1968. On the same date in1992, it was declared a Republic.

Legal System: Laws governing theMauritian penal system are derivedpartly from French civil law and Britishcommon law

Stock Exchange: The SEM wasincorporated on March 30, 1989 andoperates two markets: the OfficialMarket and the Development &Enterprise Market. Currently, there are51 companies listed

Q U I C K F A C T S

DealMakers AfricaMARYLOU GREIG

FEATURE: MAURITIUS

Page 2: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

FEATURE: MAURITIUS

making growth more inclusive by addressing a scarcity ofskilled human resources, and bolstering resilience to naturaldisasters and climate change.

OutlookMauritius, according to the World Bank, needs to acceleratereforms aimed at diversifying the economy, both in terms ofdeepening value chains in, and reorienting exports towardemerging markets. The acceleration of fiscal consolidation isessential to achieving substantial efficiency gains in the

budget and ensuring effective expenditure in priority areassuch as the social safety net system, in order to cope with theimpacts of a potential economic downturn.

In a recent report, The Economist’s Intelligence Unit forecastthat economic growth in 2016-17 will be affected by risinguncertainty in global financial markets following UK's vote toleave the EU. With growth slowing in China and the USexpected to experience a recession in 2019, the GDP growthrate will stay below 4% in 2016-20.

8 DealMakers AFRICA Q2 2016 FEATURE: MAURITIUS

Mauritius is a country with a story to tell. With a 2016 ranking of1st in Africa and 32nd in the World for “Ease of DoingBusiness” by the World Bank, there is undoubtedly asignificant amount of progress that has been made inpositioning the country as an International Financial Centre(“IFC”) of repute and a gateway to African business.

Mauritius is a member of the Southern African DevelopmentCommunity (“SADC”), the Common Market for Eastern andSouthern Africa (“COMESA”) and the Indian OceanCommission (“IOC”). Mauritius has also been recognised onthe Organisation for Economic Cooperation and Development’s(“OECD”) white list of cooperative jurisdictions, a testament tohigh standards of corporate governance on the island.

It offers a business-friendly environment that includes noexchange control, low overall taxation, a considerable suite ofdouble tax treaties and investment promotion and protectionagreements, political stability, a well-developed legal systemand a significant number of professional advisors. Ease oftravel for Board meetings, a manageable time zone differenceto most African countries and growing connectivityinfrastructure makes Mauritius a practical and safe businessdestination.

“Mauritius as an International Financial Centre has throughout

the years created a well-balanced regulatory environment for

investors to operate from. Our commitment to governance and

transparency,

combined with a

proven equity and debt

capital market, does

make us the centre of

choice for investments

in and out of Africa” -

Deva Marianen,

Chairman of Safyr

Utilis.

The Stock Exchange ofMauritius (“SEM”) has

contributed to and benefited from this growth story. Marketcapitalisation as a percentage of Mauritian GDP has grownfrom c.4.3% in 1989 to c.60% in 2016. The SEM is a well-regulated exchange and enjoys accreditation with variousinternational bodies, most notably the World Federation ofExchanges (“WFE”). The SEM is the only exchange in Africa tooffer a multi-currency listing, trading and settlement platform(USD, EUR, GBP, ZAR and MUR) and is a designated StockExchange by the United Kingdom’s Her Majesty’s Revenueand Customs (“HMRC”).

Created in 1989, the SEM has grown from 6 listings to c.150listings in 2016 and operates two distinct boards, including theOfficial Market where some of the largest companies inMauritius as well as global companies are listed. The

The Mauritius Story

Peche

ROBERT PECHE

Page 3: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

Development and Enterprise Market, on the other hand, offersopportunities for start-ups and other companies looking for aviable alternative platform to raise capital and pursue theirdevelopment objectives.

Whilst a listing on the Official Market requires a minimummarket capitalisation of MUR 20m (c.$600 000), certain otherListing Rules (e.g. shareholder spread) may be waived at thediscretion of the SEM’s Listing Executive Committee e.g. in thecase where a new investment holding company with a globalbusiness company license (“GBC 1”) issued by the FSC isseeking a listing. This creates a welcoming and flexible listingenvironment for companies seeking a growth platform.

A GBC 1 company listing under Chapter 18 of the SEM ListingRules does, however, require a detailed business plan with atleast 3 years of financial forecasts, demonstrating the viabilityof the business. The plan is required to be certified by anIndependent Financial Advisor accredited with the SEM.

Value creation by companies listed on the SEM is evidencedby a number of listed companies achieving annualised totalUSD returns of over 12% over an extended period of morethan 20 years.

Although there is a limited pool of domestic capital inMauritius, the presence of global investors and the suitabilityof the SEM for a primary listing assists in mitigating the impacton capital raising activities. A secondary listing within theCommon Monetary Area (“CMA”), known as an Inward Listingfor CMA Exchange Control purposes, enables the company tobenefit from the substantial capital pool found primarily inSouth Africa, providing investors within the CMA with anattractive Rand hedge and global exposure. A number of

SEM-listed investment holding companies and propertycompanies have successfully tapped into the deep pool ofcapital in the CMA, with Inward Listed GBC 1 companieshaving raised a total of c.$1.5bn from 2012 to 2015.

Whilst a secondary listing on the Johannesburg StockExchange (“JSE”) would enable access to the largest pool ofcapital, a secondary listing on the Namibian Stock Exchange(“NSX”) would be a more cost efficient manner to obtain asecondary listing within the CMA with less onerousrequirements than the JSE, including requirements relating toshareholder spread.

“The internationalisation of the SEM that started in 2010 has

made it one of the leading and most innovative exchanges in

Africa which offers a listing, trading and capital-raising platform

of choice for a multitude of companies wishing to use the

platform in order to fuel their growth initiatives. The flexibility of

its rules, while at the same time respecting international norms,

has contributed significantly to an influx of companies (mainly in

the real estate sector) operating in the global business in

Mauritius to select SEM as a primary listing destination.” -

Shamin A.Sookia, Managing Director of Perigeum Capital and

previous Head of Listing at SEM.

A company with a global investment strategy and a desire totake advantage of the benefits of highly developed financialmarket infrastructure would therefore do well to seriouslyconsider Mauritius as its business jurisdiction, and the SEM asits primary listing market. The benefits of doing business inMauritius coupled with a secondary listing within the CMAprovide an excellent growth platform.

Peche is an associate with Bravura Corporate Finance, Cape Town.

FEATURE: MAURITIUS

http://today.moneyweb.co.za/

Page 4: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

FEATURE: MAURITIUS

10 DealMakers AFRICA Q2 2016 FEATURE: MAURITIUS

The Government of Mauritius' vision is to consolidate theisland into a full-fledged international business and financialhub, with ideal conditions for working, living and spurring

investment. In line with thisvision, Government is puttingin place an ambitiouseconomic developmentprogramme to encourage thecreation of Smart Cities acrossthe island. The objective is totransform Mauritius into aglobal smart country, a centreof excellence for internationalbusiness and knowledgedevelopment, that will createsustainable economic growthand high quality of life.

The Smart City Scheme set upby the Board of Investment(the “BOI”) in 2015 providesan attractive package of fiscaland non-fiscal incentives to

investors, promoters and developers. The development ofSmart City projects is meant to be a mixed use of commercial,industrial, residential and leisure components integrated intocoherent master plans that focus on innovation, sustainability,efficiency and quality of life.

The incentives provided by Government for the developmentof Smart City projects include the following tax exemptions:

• Income tax for a period of 8 years;• Morcellement (parceling out of land) Tax;• Land Transfer Tax and Registration Duty on transfer of

land into the Smart City Company for the development ofthe Smart City project;

• Land Transfer Tax and Registration Duty on the transfer of

land from a SmartCity Company to aSpecial PurposeVehicle (SPV) todevelop a specificcomponent of theSmart City project;

• Land ConversionTax in respect ofthe landearmarked for thedevelopment ofnon-residentialcomponents;

• Value Added Tax on the cost of construction andprofessional fees;

• Customs duty on the importation of materials andequipment (excluding furniture) towards the constructionof the Smart Cities.

At this stage, a few projects have qualified and are well ontheir way to obtaining the ‘Smart City’ status. Some of themhave already obtained their Letter of Intent (“LOI”) whichallows for marketing and pre-selling (including deposit taking)of their developments. The application for permits andclearances is facilitated by a set of Guidelines provided by theBOI, which also acts as a “one stop shop” for all parties onmatters relating to the Smart City Scheme.

With a dynamic and stable economy, modern port and airportinfrastructures, an educated bilingual workforce and anestablished banking system, Mauritius is an ideal steppingstone for investments targeting Africa. With the Smart CityScheme, Mauritius hopes to attract foreign and local investorsto establish a (physical) footprint on the island with a view toexport goods, services and investment capital to Africa.These investors would also benefit from the numerousinternational tax treaties applicable to Mauritius domiciled

The emergence of Mauritius into anintelligent City of opportunities NICOLAS VAUDIN

Vaudin

With a dynamic andstable economy, modernport and airportinfrastructures, aneducated bilingualworkforce and anestablished bankingsystem, Mauritius is anideal stepping stone forinvestments targetingAfrica.

Page 5: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

11DealMakers AFRICA Q2 2016FEATURE: MAURITIUS

investments as well as the numerous advantages Mauritiusoffers in terms of its ease of doing business.

PwC Mauritius is actively involved in the development ofSmart City projects on the island from an Advisoryperspective, providing support and insight not only on

matters of real estate development strategy, financialfeasibility, debt and tax, but also on matters of dealing withregulatory and compliance issues, as well as IT strategy(including IT security).

Vaudin is a director, Real Estate Advisory with PwC Mauritius.

FEATURE: MAURITIUS

On March 29 2016, the National Assembly of Mauritius

passed the Build Operate Transfer Projects Act. With BOT,

the private sector designs, finances, constructs and

operates the facility and eventually, after a specified period,

known as the ‘concession period’, the ownership is

transferred to the government.

What is BOT? Build Operate Transfer (“BOT”) is a developing technique forinfrastructure projects by using private funding. Suchinfrastructure projects include a wide array of public facilitieswith the main function to serve public needs, to provide socialservices and promote economic activity in the private sector.The most common examples of facilities are roads, bridges,water and sewer systems, airports, ports and public buildings.A very recent project under the BOT model is the 357kmrailway project which has been announced by the IndianRailway Ministry this year. In Mauritius, the BOT approach canbe used to develop smart cities and toll-road projects.

BOT, a form of privatisationBOT is based on the principle of privatisation. Privatisation canbe divided into primarily three areas: the selling ofgovernmental holdings (e.g. British Telecom in the U.K), thesubcontracting of government services to private undertakers(e.g. US Postal Service in the U.S.), and the subcontracting offinancing and developing public facilities (e.g. ChannelTunnel). BOT belongs to the last category. BOT is just one ofthe many different project delivery schemes within the contextof privatisation or public-private-partnerships. The two other

schemes that appearmost similar to BOTare Build OwnOperate (BOO) andBuild TransferOperate (BTO). In allthree cases, theprivate party retainsrevenues fromoperating the facility.In a BTO, the privateparty transfers theownership of the

facility directly after the delivery and operates the facility onbehalf of the principal. In a BOO, the private party retainsownership of the facility, makes returns on investment byoperating it for its useful life, and may sell it at any point atmarket value. A comprehensive definition of a “BOT Project” isgiven in the Build Operate Transfer Projects Act (“Act”).

Why BOT? In recent years, a growing trend emerged amonggovernments in many countries to solicit investments forpublic projects from the private sector. The main reasons forthis trend are a shortage of public funds and a hands-offapproach of government agencies. When introducing theBuild Operate Transfer Projects Bill in the National Assembly,the Hon. Prime Minister (who is also the Minister responsiblefor finance) stated that the aim of the BOT law is to judiciouslymanage public expenditure, and propose new avenues to

The Build Operate Transfer Projects ActAMMAR OOZEER

Oozeer

Page 6: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

FEATURE: MAURITIUS

encourage the active participation of the private sector in thefinancing of infrastructural needs.

PPP vs BOTUnder a Public-Private Partnership (“PPP”) approach, cooperationbetween government and private parties is achieved where thegovernment works “together” with the private sector to provide forpublic requirements. The Mauritius Road Decongestion PPPProgramme (2013) is an example of co-operation between thepublic and private sectors. The differences between privatisationand PPP are, however, difficult to detect, depending on the levelof government participation.

Private financing is keyPrivate financing is a key characteristic of BOT. In BOT, thegovernment subcontracts the entire development process,including the associated risks, to the private party. One ofthese risks is financing, which must be obtained by theconcessionaire, who is ultimately responsible for all aspects ofthe project. A prerequisite for private financing is a need forthe facility to be developed. If there is no obvious requirementfor the facility, private parties will refuse to participate andprovide financial support. Only after market analysis justifies aneed will private parties be willing to financially participate andbecome involved in developing the facility.

SelectionOne of the stages of the BOT project is the selection process. Theselection process depends on who initiates the project. In apublic selection process, where the initiative is coming from thepublic sector (government), a request for qualification (“RfQ”) isdistributed. After receiving responses to the RfQ, the governmentselects a few bidders to submit proposals (Request for Proposals- RfP) and from these a preferred bidder is selected. During thisprocess, the bidders will group interested parties as required forthe efficient and adequate execution of the project. Alternatively,in a speculative selection process, the private sector initiates theproject and contacts the appropriate government agency forapproval. The project is granted after proper negotiations. The Actdoes not, however, provide for a speculative selection process.

Under the Act, the selection process is done by the CentralProcurement Board (“CPB”), which is vested with the powersto make recommendations to the contracting authority forentering into negotiations and eventually entering into anagreement with a private party (i.e., the preferred bidder).

TransparencyAn interesting feature of the Act is the obligation imposed onthe contracting authority to lay a copy of the BOT agreement ithad entered into, as soon as practicable, before the NationalAssembly. This will ensure transparency on the terms andconditions of the BOT agreement.

Unlike the Public ProcurementAct and arguably the Public-Private Partnership Act, it is amoot point as regards theextent to which the Act ensurestransparency of the BOTprocurement proceedings. TheAct does not provide anyavenue for a bidder who isdissatisfied with the decision ofthe CPB. Under the PublicProcurement Act, a dissatisfiedbidder can challenge thedecision of the public bodyand if the bidder is stilldissatisfied, it can apply for thereview of the decision beforethe Independent Review Panel.Under the Public-PrivatePartnership Act it is a moot point whether a review lies before theIndependent Review Panel. This grey area can, however,satisfactorily be dealt with in the RfP documentation. In theabsence of such provision, it would be left to a dissatisfied bidderto apply for the judicial review of the recommendation of the CPBand if it is not too late, to apply for an injunctive relief until thedetermination of the review. However, the compelling publicinterest against the granting of an injunctive order which will havefor effect to jeopardise the implementation of a major project ofsignificant public importance would be a hurdle for an applicantfor injunctive relief.

G2G projectsIn the event that there is an agreement or arrangement betweenMauritius and a foreign State for a BOT project which allowsMauritius to benefit from the expertise and developmentexperience of that foreign State in a particular field, it will beincumbent on the contracting Ministry to perform due diligenceon the BOT proposal to ensure that the procurement constitutesvalue for money. The Ministry must then submit a report on the

12 DealMakers AFRICA Q2 2016 FEATURE: MAURITIUS

In recent years, agrowing trend emergedamong governments inmany countries tosolicit investments forpublic projects from theprivate sector. The mainreasons for this trendare a shortage of publicfunds and a hands-offapproach ofgovernment agencies.

Page 7: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

13DealMakers AFRICA Q2 2016FEATURE: MAURITIUS

FEATURE: MAURITIUS

due diligence, together with supporting documents and itsrecommendations, to a high-powered committee through thePrime Minister. After examinations of the documents andrecommendations, the committee will forward its report to theCabinet and thereafter notify the Ministry of its recommendationsto enable it to take a decision on the procurement.

The above serves as an introduction to the complex subject ofBOT. Financial contracts, construction contracts and operation

contract are but a few contracts which will have to addresscomplex issues, such as financial guarantees, constructionprocess, construction completion time and method of operation.The BOT Projects Unit, which is established under the Act, willneed proper training in these areas and, if necessary, the Unitmay have to enlist the services of experts to assist it.

Oozeer is a barrister and senior partner with JuristconsultChambers Mauritius, a member of DLA Piper Africa.

The current competition law regime in Mauritius has been inplace since 2008 when the Competition Act, 25 of 2007 (“Act”)became effective and the Competition Commission ofMauritius (“Commission”) was established.

Internationally, competition legislation typically deals withmerger control and anti-competitive conduct. While many ofthe merger control regimes in Africa have been criticised forbeing deal “unfriendly”, with low thresholds for notification,lengthy or uncertain review periods and high filing fees, inMauritius there is no mandatory pre-notification obligation. Assuch, the merger notification regime in Mauritius is effectivelyvoluntary. Merging parties can “self-assess” the effect of theirtransaction in Mauritius (if any) and may approach theCommission if they want comfort that the transaction will notsubstantially prevent or lessen competition in Mauritius.

In circumstances where the Commission considers that atransaction will have the effect of substantially preventing orlessening competition in a market, the Commission mayinitiate a review pre- or post-implementation of thetransaction, depending on when the Commission becomesaware of the merger. Where the parties proactivelyapproach the Commission regarding their prospectivetransaction, the Commission may give directions to theparties, including directions of a behavioural or structuralnature, to mitigate adverse effects on competition in specificcases.

Under the current Act,the Commission onlyhas jurisdiction toinitiate the review of amerger if it hasgrounds to believethat the transactionwill impede, restrict orotherwise lessencompetition and if themerging partiessupply or purchase30% or more of thegoods or services in amarket. Thisthreshold, whichfunctions as a “safeharbour” for mergingparties, can be met bythe parties on acombined basis or byonly one of the partiesto the transaction.While theCommission’s reviewpowers appear toraise a degree of uncertainty, transactions will not attractscrutiny if the merging parties supply or purchase less than

Mauritius – M&A “friendly”competition law regimeTAMARA DINI AND KIRSTY DEAN-MHLONGO

Dean-Mhlongo

Din i

Page 8: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

FEATURE: MAURITIUS

30% of the goods or services in a market. In the ordinarycourse, transactions are not notified to the Commission andMauritius does not add to the many regulatory hurdles thatinternational acquisitions need to cross.

Mauritius is also a member of the Common Market for Easternand Southern Africa (COMESA) and, as such, mergers notified tothe COMESA Competition Commission, insofar as they may havean impact on competition in Mauritius, may also be consideredby the COMESA Competition Commission as part of its review.

While few transactions attract merger scrutiny, the Act neverthelessprohibits restrictive business practices (including, price-fixing,market allocation, bid-rigging and abuse of dominance) and theCommission has been very active in its enforcement activities.

As at the time of writing, the Commission reports that it isinvestigating 10 cases of restrictive business practices, five ofwhich relate to cartel conduct (being unlawful anti-competitiveconduct between competitors). The Commission hascompleted investigations into a number of different businessareas. In terms of the regulator’s current areas of focus, theCommission is in the process of investigating restrictivebusiness practices in cross-border money transfer servicesand the pricing of mobile telephone services. In terms of theAct, for cartel conduct the Commission may impose a penaltyof 10% of a company’s turnover in Mauritius for each year ofthe contravention up to a period of five years.

Dini is a partner and Dean-Mhlongo an associate, CompetitionPractice, Bowman Gilfillan Africa Group.

14 DealMakers AFRICA Q2 2016 FEATURE: MAURITIUS

Mauritius is often known for its low tax rates and its beaches,but the country offers a great deal more, in particular to thosemultinationals which are looking to establish or grow theiroperations in Africa, or those businesses which are looking foran efficient way to manage their African operations across thecontinent.

Over the years, the island has established itself as the preferredbusiness hub into Africa. Multinational companies are usingMauritius because of its strategic position (being at the crossroadsof Africa, Asia and Australia) to locate their operations and totake advantage of the country’s business-friendly and stableenvironment, strong rule of law and bi-lingual workforce.

Africa is a risky place; political stability is low, there are strictforeign exchange controls as well as a lack of qualifiedprofessionals. As a result, multinational companies, withoperations in Africa, look to locate their head-quarters in asafe, reliable and accessible jurisdiction. Many of them haveselected Mauritius as their jurisdiction of choice and run theirback office, procurement, or treasury functions in Mauritius, asit is quicker, cheaper and more efficient to manage their panAfrican operations from a single location. More and more

multinationals arelooking at centralisingtheir financialoperations in Africa,just as they do inEurope or NorthAmerica.

Mauritius’ strong tradelinks with Africa as amember of theCOMESA (CommonMarket for Easternand Southern Africa) and SADC (Southern Africa DevelopmentCommunity), coupled with its network of bilateral investmentand tax treaties, also makes it an attractive place. Today, 60%of all new companies being incorporated in the globalbusiness sector in Mauritius have an Africa focus.

Mauritius’ multifaceted appeal makes it the ideal investmentand business hub for Africa.

Leung Shing is a tax partner with PwC Maurtitius.

Platform into Africa for Multinationals TONY LEUNG SHING

Leung Shing

Page 9: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

15DealMakers AFRICA Q2 2016FEATURE: MAURITIUS

FEATURE: MAURITIUS

Mauritius DirectoryINVESTMENT ADVISERS

AfrAsia Bank

Tel : + 230 208 5500

Email : [email protected]

Website : www.afrasiabank.com

Bravura

Tel : + 230 212 7803

Website : www.bravura.net

Deutsche Bank Mauritius

Tel : + 230 202 7878

Website : www.db.com/mauritius

Parker Randall Mauritius

Tel : + 230 405 7777

Email : [email protected]

Website : www.mu.parkerrandall.com

PricewaterhouseCoopers

Mauritius

Tel No : +230 404 5000

Address : 18 CyberCity, Ebène, Réduit 72201

Contact : André Bonieux

Designation : Partner

Email : [email protected]

Website : www.pwc.com/mu

Verdant Capital Mauritius

Tel No : +230 (464) 1300

Fax No : +230 (467) 0155

Address : 3rd Floor, Tower A,

1 Cybercity, Ebene 72201

Contact : Edmund Higenbottam

Designation : Managing Director

Email : [email protected]

Website : www.verdant-cap.com

INVESTMENT DEALERS / MEMBERS

Anglo-Mauritius Stockbrokers

Tel : + 230 208 7029

Website : www.anglostockbrokers.mu

Associated Brokers

Tel : + 230 212 3038

Email : [email protected]

Website : www.abrl.et

AXYS Stockbrokering

Tel : + 230 213 3475

Website : www.axys-group.com

Capital Markets Brokers

Tel : + 230 467 9655

Email : [email protected]

Website : www.cmb.mu

IPRO Stockbroking

Tel : + 230 403 6700

Email : [email protected]

Website : www.ipro.mu

MCB Stockbrokers

Tel : + 230 202 5427

Email : [email protected]

Website : www.mcbstockbrokers.mu

Prime Securities

Tel : + 230 212 3500

Email : [email protected]

Website : www.primesecuritieslrd.com

LEGAL ADVISERS

BLC Chambers

Tel : + 230 213 7920

Email : [email protected]

Website : www.africalegalnetwork.com

C & A Law

Tel : + 230 466 0500

Email : [email protected]

Website : www.calaw.mu

ENSafrica : Mauritius

Tel : + 230 212 2215

Website : www.ensafrica.com

Jean Pierre Montocchio

Tel : + 230 212 2871

Juristconsult Chambers

Member of DLA Piper Africa

Tel : + 230 208 5526

Contact : Marc Hein, Head of Practice

Email : [email protected]

Website : www.juristconsult.com

Mardemootoo Solicitors

Tel : + 230 212 1150

Website : www.mardemootoo.com

Page 10: DealMakers Africa 2016/Mauritius... · DealMakers Africa MARYLOU GREIG FEATURE: MAURITIUS. ... demonstrating the viability ... creation of Smart Cities across the isl and

16 DealMakers AFRICA Q2 2016 FEATURE: MAURITIUS

FEATURE:O

F D

EAL

DET

AILS

IN

VEST

MEN

T AD

VISE

R

SP

ON

SOR

L

EGAL

ADV

ISER

REPO

RTIN

G A

CCO

UNTA

NT

D

EAL

VALU

E

DAT

EN

ATUR

E

TO

MBS

TONE

PAR

TIES

EST

IMAT

ED

AN

NOUN

CEME

NT

Tran

sacti

ons –

2014

to H

1 201

6

2014

Acqu

isition

by

Co

mpag

nie de

s Mag

asins

Popu

laires

throu

gh 2

subsid

iaries

(CMP

L (Ba

gatel

le) an

d CMP

L (Ca

scavel

le)) o

f the s

tock,

plant

BDO

An

dré Ro

bert

MUR

127m

Jan

15 20

14

and e

quipm

ent o

f Red

Apple

(Bag

atelle

) and

Red A

pple

(Casca

velle)

Listin

g of

Ca

rgohu

b Cap

ital :

1 128

000 s

hares

@ EU

R30.0

0 per

share

M

&S Ca

pital

Partn

ers

An

glo-M

auriti

us Sto

ckbrok

ers

T

hierry

Chell

en

BD

O

33,84

m

Jan 23

2014

Privat

e Plac

emen

t

CIE

L Lim

ited :

344 8

27 58

6 sha

res @

MUR

5.80 p

er sha

re

BDO

E

NSma

uritiu

s; me

Jean

-Pierr

e

BDO

MUR

2bn

Mar

13 20

14

M

ontoc

chio,

ME B

ernard

d'Ho

tman

de Vi

lliers

Listin

g of

At

lantic

Leaf

Prope

rties :

2 00

0 000

new s

hares

were

placed

with

invite

d inve

stors

and o

n Marc

h 25,

2 001

000 s

hares

C&A L

aw; J

ava Ca

pital

In

terco

ntine

ntal Tr

ust

C&A L

aw

M

azars

MUR

20m

Mar

25 20

14

bega

n trad

ing on

the S

tock E

xchan

ge of

Mau

ritius

Bond

s

S

tate B

ank o

f Mau

ritius

: issue

of lis

ting o

f Clas

s A 1

Serie

s Floa

ting I

nteres

t Rate

Senio

r Unse

cured

Bond

s, du

e 202

4

MUR

1,5bn

Ma

r 25 2

014

Acqu

isition

by

CIE

L of G

ML In

vestis

semen

t's 10

% pa

rticipa

tion i

n Sun

Resor

ts (to

tal st

ake i

ncrea

sed to

39.32

%)

MUR4

1 per

share

Ma

r 25 2

014

Acqu

isition

by

CIE

L : M

anda

tory o

ffer t

o Sun

Resor

ts sha

rehold

ers @

MUR

41.00

per s

hare

to be

advis

ed

Mar 2

5 201

4Ac

quisit

ion by

DPI In

terna

tiona

l (Dist

ributi

on an

d Ware

housi

ng Ne

twork

) from

Aureo

s Sou

thern

Africa

Fund

of a

stake

in Pla

stic

Werk

sman

s

$2,3

m

n

ot an

noun

ced Q1

2014

Inv

estme

nt Int

ernati

onal

Listin

g of

M

CB Gr

oup :

237 8

35 83

7 sha

res @

MUR

215

MCB

Capit

al Ma

rkets;

EN

Smau

ritius;

Jean

-Pierr

e Mon

tocch

io;

BD

O

M

UR51

bn

Apr

3 201

4

P

ricew

aterho

useCo

opers

Bern

ard d'

Hotm

an de

Villie

rsPri

vate P

lacem

ent

Rockc

astle

Globa

l Rea

l Esta

te : 3

269 7

00 ne

w sha

res @

$1.41

per s

hare

Java

Capit

al

J

ava Ca

pital

$4,6

m

M

ay 15

2014

Acqu

isition

by

Ad

enia

Partn

ers of

a ma

jority

stak

e Mau

vilac f

rom th

e Mau

rel fa

mily

and o

ther s

hareh

olders

un

disclo

sed

Sep 2

9 201

4Lis

ting

New F

rontie

r Prop

erties

: 938

736 s

hares

listed

@ $1

.00 pe

r sha

re

R

SM M

argéo

t

LCF

Secu

rities

M

arden

ootoo

Solici

tors

BDO

$938

736

Nov

28 20

14Ac

quisit

ion by

Natio

nal B

ank o

f Can

ada o

f a 9.

5% st

ake i

n AfrA

sia Ba

nk

und

isclos

ed

Dec 1

5 201

4

Acqu

isition

by

Lea

pFrog

Inves

tmen

ts of

a mino

rity st

ake i

n AFB

Mau

ritius

EN

Safric

a

$

25m

Feb

26 20

15Ac

quisit

ion by

Ameth

is Fin

ance

of a 1

7% st

ake i

n CIEL

Fina

nce

und

isclos

ed

Feb 26

2015

Acqu

isition

by

Ge

mcorp

Capit

al of

an eq

uity s

take i

n AFB

ENS

africa

$7,5

m

Jun 4

2015

Dispo

sal by

Ge

m Dia

mond

s Inve

stmen

ts of

a stak

e in G

em Di

amon

d Trad

ing (M

auriti

us)

Web

ber W

entze

l

undis

closed

n

ot ann

ounced

Q2 20

15Ac

quisit

ion by

Santo

va Ad

minis

tratio

n Serv

ices(S

antov

a) of

Jet-Fr

eight

Servi

ces

Ri

ver Gr

oup

Rive

r Grou

p

u

ndisc

losed

Au

g 21 2

015

Acqu

isition

by

PS

G Kon

sult o

f a 70

% st

ake i

n DMH

Assoc

iates

Cliff

e Dekk

er Ho

fmeyr

und

isclos

ed

Oct 8

2015

Acqu

isition

by

CM

B Inte

rnatio

nal o

f 100

% of

the s

hares

in Ex

tell C

apita

l (Aust

ralia)

B

ravura

Capit

al

BLC C

hamb

ers; W

ebbe

r Wen

tzel

BDO

$

1,3m

Oc

t 9 20

15Ac

quisit

ion by

Vosto

k Eme

rging

Fina

nce o

f an e

quity

stak

e in A

FB

ENS

africa

$4

m

Oct 2

2 201

5Lis

ting o

f

CMB I

nterna

tiona

l : 11

5 098

380 s

hares

@ $0

.10

BDO

; BLC

Cham

bers

In

terco

ntine

ntal Tr

ust

BL

C Cha

mbers

KPMG

$1

1,5m

Oc

t 23 2

015

Acqu

isition

by

De

lta Af

rica P

ropert

y from

Jade

Towe

rs of

Barcl

ays H

ouse,

Eben

e, Ma

uritiu

s

PSG

Capit

al

PS

G Cap

ital; C

apita

l Mark

ets Br

okers

$

13,1m

No

v 10 2

015

Amalg

amati

on of

EN

L Inve

stmen

t with

and i

nto EN

L Lan

d

ENSa

frica (

Mauri

tius)

und

isclos

ed

Nov 1

9 201

5Lis

ting o

f

Trveo

Capit

al : 6

00 00

0 pref

s @ R1

3.00 p

er sha

re

KPMG

Advis

ory Se

rvices

Cap

ital M

arkets

Brok

ers

C

&A La

w

K

PMG

ZAR7

,8m

Dec 8

2015

Acqu

isition

by

Mo

zaza L

ogist

ics of

newly

form

ed GB

GC2

W

ebbe

r Wen

tzel

n

ot pu

blicly

discl

osed

not

annou

nced Q

4 201

5

Acqu

isition

by

Tad

vest fr

om M

atrix

NSX o

f a 45

.32%

of Ta

dvest

SA

Br

avura;

BDO

L

CF Se

curiti

es; PS

G Nam

ibia

H

ogan

Lovel

ls (SA

); Sh

amee

r

N

AD19

5,9m

Jan

19 20

16

M

ohud

dy; Ia

n Cha

mbers

Consu

lting

Acqu

isition

by

Tad

vest fr

om CR

H Inve

stmen

ts of

a 40.0

2% of

Tadve

st SA

Bravu

ra; BD

O

LCF

Secu

rities;

PSG N

amibi

a

Hog

an Lo

vells

(SA);

Sham

eer

NA

D173

m

Jan 19

2016

Moh

uddy

; Ian C

hamb

ers Co

nsultin

gLis

ting o

f

Tadve

st : 1

5 196

030 s

hares

@ $0

.90 pe

r sha

re

Brav

ura; B

DO

LC

F Secu

rities;

PSG N

amibi

a

Hog

an Lo

vells

(SA);

Sham

eer

$13,7

m

Feb 3

2016

Moh

uddy

; Ian C

hamb

ers Co

nsultin

gAc

quisit

ion by

CMB I

nterna

tiona

l of th

e rem

aining

65.9%

of Co

ncise

Grou

p

Bra

vura

I

nterco

ntine

ntal Tr

ust

$2m

Ma

r 17 2

016

Privat

e Plac

emen

t

CM

B Inte

rnatio

nal :

20,30

6,455

share

s

Brav

ura

Int

ercon

tinen

tal Tr

ust

$2m

Ma

r 17 2

016

Acqu

isition

by

Va

ntage

Mezz

anine

Fund

III US

D of a

4.33

% st

ake i

n Worl

dwide

Land

mark

Holdi

ng Co

mpan

y

Invest

ment

One F

inanc

ial Se

rvices

Werk

sman

s; Ad

epetu

n

un

disclo

sed

Apr 1

2 201

6

Cax

ton-M

artins

Agbo

r & Se

gun

Privat

e Plac

emen

t

CM

B Inte

rnatio

nal :

7 586

401 n

ew sh

ares @

$0.10

per s

hare

iro th

e Mult

iplex

Finan

ce rig

hts

Br

avura

Interc

ontin

ental

Trust

$

758 6

40

Apr 2

9 201

6Ac

quisit

ion by

CMB I

nterna

tiona

l of ri

ghts

to 5m

Mult

iplex

Finan

ce sha

res

Bravur

a

Inte

rconti

nenta

l Trust

$

758 6

40

Apr 2

9 201

6Dis

posal

by

MCB E

quity

Fund

of 10

0% of

Spee

dy Fr

ance

to Bri

dgest

one E

MEA

M

CB Ca

pital

Marke

ts

u

ndisc

losed

Ma

y 30 2

016

Dispo

sal by

Tor

re Int

ernati

onal

(Torre

Indu

stries

) to A

frican

Agric

ulture

Fund

and a

man

agem

ent c

onsor

tium

of a 4

5% st

ake i

n

Bowm

an Gi

lfillan

$15

,7m

Jun 20

2016

Tor

re Eq

uipme

nt Afr

ica (4

0%:5%

)Ran

d Merc

hant

Bank

2015

2016