Admission Requirements for listing on DEM
General Listing Requirements
An applicant seeking a listing on the DEM should have:
- A minimum market capitalization of Rs 20 million
- At least 100 shareholders
- A minimum of 10 % of its shareholding in public hands
- Published financial statements for at least 1 year, prepared in accordance with IFRS and audited in accordance with ISA without qualification.
The Stock Exchange of Mauritius Ltd (SEM) may grant admission to a company having less than 10 % of shareholding in public hands or having less than 100 shareholders provided that the company undertakes to increase its shareholding in public hands to 10 % and its number of shareholders to 100 not later than the end of the first year of admission, failing which the company may be struck off from the DEM. Admission may also be granted to a company if it has no proven track record provided that the company submits to the SEM a sound business plan covering at least 3 years and certified by an independent financial adviser, demonstrating sustained viability of the company and disclosing risk factors.
The SEM may 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, subject to the approval of the FSC.
Mineral Companies and Exploration Companies
Schedule Ten of the DEM Rules applies to junior Mineral Companies and Exploration Companies. It aligns the existing DEM Rules with international standards for the Mineral industry, and ensures that Mineral/Exploration Companies seeking a listing on the SEM’s platforms provide investors with material, relevant and reliable information that is particular to these specialist entities.
For Mineral/Exploration Companies seeking a listing on the DEM under Schedule Ten, appropriate experience and technical expertise of management is mandatory, and a Competent Person’s Report on reserves and resources must be prepared by an independent and suitably Competent Person.
The reporting standards for Mineral Resources, Reserves and Exploration Results, which must be complied with by Mineral/Exploration Companies seeking a listing under Schedule Ten, are
(i) The JORC Code; or
(ii) NI 43-101; or
(iii) The SAMREC Code
or under other codes acceptable to the SEM, provided that the SEM is satisfied that they give a comparable standards of disclosure and sufficient assessment of the underlying assets.
In addition to this, a Mineral Company must ensure that any valuation of its Mineral Assets is prepared under the VALMIN Code, SAMVAL Code, CIMVAL or any other similar code acceptable to the SEM.
For Mineral/Exploration Companies, the SEM may waive both the requirements regarding the minimum number of 100 shareholders and the minimum percentage of 10% in public hands in appropriate circumstances. The SEM may also waive the requirement for having at least one year’s published financial statements, provided that the applicant provides a business plan covering 3 years.
Application requirements for applicants incorporated locally and overseas
All applicants whether incorporated in Mauritius or overseas will have to submit a full-fledged admission document as per Schedule Two of the DEM Rules. This document should contain, inter alia, the following key information:
- 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 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 Securities Act 2005, or any rules or regulations made under the said Act as applicable.
- 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”;
- Information regarding history and development of the company;
- 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, the company’s principal investments that are in progress, and information concerning the company's principal future investments on which its management bodies have already made firm commitments;
- A business overview and description of key factors relating to, the nature of the company's operations and its principal activities, and 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, the status of such development;
- To the extent not covered elsewhere in the admission document, an operating and financial review, i.e. a description of the company’s financial condition and results of operations;
- A list of major shareholders of the company, and 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;
- Financial information concerning the company’s assets and liabilities, financial position and profits and /or losses;
- Third party information and statement by experts and declarations of any interest;
- Information concerning the securities to be offered/admitted to trading.