{"id":123774,"date":"2026-01-05T11:45:12","date_gmt":"2026-01-05T11:45:12","guid":{"rendered":"https:\/\/my.legal500.com\/guides\/?post_type=comparative_guide&#038;p=123774"},"modified":"2026-01-05T11:45:12","modified_gmt":"2026-01-05T11:45:12","slug":"mauritius-private-equity","status":"publish","type":"comparative_guide","link":"https:\/\/my.legal500.com\/guides\/chapter\/mauritius-private-equity\/","title":{"rendered":"Mauritius: Private Equity"},"content":{"rendered":"","protected":false},"template":"","class_list":["post-123774","comparative_guide","type-comparative_guide","status-publish","hentry","guides-private-equity","jurisdictions-mauritius"],"acf":[],"appp":{"post_list":{"below_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Dentons Mauritius LLP<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/02\/Dentons-Logo-RGB-Dentons-Purple-300.jpg\"\/><\/span><\/div>"},"post_detail":{"above_title":"<div class=\"guide-author-details\"><span class=\"guide-author\">Dentons Mauritius LLP<\/span><span class=\"guide-author-logo\"><img src=\"https:\/\/my.legal500.com\/guides\/wp-content\/uploads\/sites\/1\/2020\/02\/Dentons-Logo-RGB-Dentons-Purple-300.jpg\"\/><\/span><\/div>","below_title":"<span class=\"guide-intro\">This country specific Q&amp;A provides an overview of Private Equity laws and regulations applicable in Mauritius<\/span><div class=\"guide-content\"><div class=\"filter\">\r\n\r\n\t\t\t\t<input type=\"text\" placeholder=\"Search questions and answers...\" class=\"filter-container__search-field\">\r\n\t\t\t<\/div>\r\n\r\n\t\t\t\r\n\r\n\r\n\t\t\t<ol class=\"custom-counter\">\r\n\r\n\t\t\t\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What proportion of transactions have involved a financial sponsor as a buyer or seller in the jurisdiction over the last 24 months?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Over the last 24 months, we estimate that around one third of transactions in Mauritius have involved a financial sponsor, whether as a buyer or a seller. Financial sponsor involvement has been particularly visible on the buy side in cross-border deals structured through Mauritius, with a steadier but smaller flow of sponsor-led exits.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the main differences in M&A transaction terms between acquiring a business from a trade seller and financial sponsor backed company in your jurisdiction?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Mauritius, acquisitions from trade sellers generally would involve broader Mauritian specific warranties, more flexible negotiation on commercial terms and pricing, and we have seen a greater willingness to offer indemnities or bespoke structuring such as Mauritian based earn-outs or deferred consideration. Trade sellers also tend to give buyers wider access during due diligence and may sometimes remain involved for a limited period post-completion to ensure operational continuity.<\/p>\n<p>By contrast, financial sponsors typically pursue clean and efficient exits, offering only limited warranties (usually restricted to title and capacity), resisting indemnities and avoiding post-completion obligations. Their processes are more standardised, with tighter timelines, controlled due diligence access and a preference for locked-box pricing and minimal conditionality.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">On an acquisition of shares, what is the process for effecting the transfer of the shares and are transfer taxes payable?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Mauritius has a uniform company law framework under the Companies Act 2001, and the process for transferring shares in a Mauritian company is generally straightforward. Share transfers do not require the involvement of a notary and, as a general matter, shares are freely transferable unless the company\u2019s constitution imposes specific restrictions (for example, director approval requirements or rights of pre-emption). A transfer is typically effected by agreement of the parties, documented through a share transfer form or a share purchase agreement, followed by an update of the company\u2019s share register, which is the definitive record of ownership.<\/p>\n<p>Where the target is a global business company or a licensee of the Mauritius Financial Services Commission, depending on the percentage of shares being transferred and the rights attached to those shares, either a notification or a prior approval request must be submitted to the Mauritius Financial Services Commission.<\/p>\n<p>There are no transfer taxes on share transfers.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How do financial sponsors provide comfort to sellers where the purchasing entity is a special purpose vehicle?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Most acquisitions by financial sponsors in Mauritius are structured through a special purpose vehicle. For transactions that do not sign and close on the same day, financial sponsors typically provide equity commitment letters from the fund to the special purpose vehicle, confirming that the fund will provide the equity necessary to fund the purchase price at closing, subject to the satisfaction of the conditions set out in the share purchase agreement. As in other jurisdictions, it is common for sellers to negotiate direct enforcement rights, either as express third-party beneficiary rights or through a covenant to deliver the equity funding on closing.<\/p>\n<p>Where part of the purchase price will be financed through debt, the buyer generally also delivers debt commitment letters from its lenders or financing providers. Together, the equity and debt commitments give sellers sufficient comfort that the special purpose vehicle will have the funds required at completion, notwithstanding that it has no operating history or assets prior to closing<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How prevalent is the use of locked box pricing mechanisms in your jurisdiction and in what circumstances are these ordinarily seen?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Locked box pricing mechanisms are fairly common in Mauritius, particularly in transactions involving financial sponsors or cross-border buyers. However, they are not universally used, and many transactions, especially those involving local or regional trade buyer, continue to adopt post-closing purchase price adjustments, typically for cash, debt and working capital.<\/p>\n<p>Locked box structures are ordinarily seen where the target operates a stable business with predictable financials and where the parties wish to minimise post-completion disputes and achieve certainty as to price.<\/p>\n<p>Mauritian transactions may still favour closing accounts in circumstances where the business is seasonal or subject to material volatility, or where there is expected to be a longer interval between signing and completion and the buyer seeks protection against value leakage. As in other jurisdictions, locked box mechanisms require reliable financial information at an early stage, and the preparation of accurate reference accounts may influence whether parties are willing to adopt them.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the typical methods and constructs of how risk is allocated between a buyer and seller?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The first layer of risk allocation in Mauritius is reflected in the headline purchase price. Beyond that, buyers and sellers typically allocate risk through a combination of representations and warranties, indemnities, disclosure processes and limitations on liability. Representations and warranties would address risks that are unknown at the time of signing or closing, while specific indemnities are used for identified risks where the parties cannot agree on the likelihood or potential quantum of exposure.<\/p>\n<p>In transactions involving financial sponsors, the sponsor\u2019s special purpose vehicle generally gives only fundamental warranties (title, capacity and authority), with operational warranties given by the target company itself. In deals involving trade sellers, warranty packages are usually broader, and sellers may be willing to support them with tailored indemnities or escrow arrangements.<\/p>\n<p>Mauritian transactions frequently rely on detailed disclosure letters and schedules, though the market is generally more accepting of fair disclosure through a data room compared to the United States or United Kingdom. Buyers often expect comprehensive disclosure of documents and information made available during due diligence to qualify the warranties, particularly in cross-border transactions.<\/p>\n<p>Indemnification mechanisms may include direct recourse to the seller, escrow accounts, or, increasingly, warranty and indemnity insurance, particularly in private equity exits or competitive auction processes. As elsewhere, common limitations on liability include de minimis thresholds, aggregate baskets, caps that distinguish between fundamental and business warranties, and time limits for bringing claims, which are typically longer for title, authority and tax-related matters.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How prevalent is the use of W&I insurance in your transactions?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Warranty and indemnity insurance (\u201cW&amp;I insurance\u201d) is increasingly used in Mauritian transactions, although it is not yet as prevalent as in more mature private equity markets. Its use is most common in cross-border deals, transactions involving financial sponsors where sellers seek a cleaner exit and buyers are familiar with international M&amp;A insurance practices. In the Mauritian market, W&amp;I insurance is still viewed as a complementary tool rather than a standard feature.<\/p>\n<p>Insurers are generally willing to cover Mauritian targets, including global business companies and regulated financial services entities, provided the due diligence is sufficiently robust. Where W&amp;I insurance is expected, draft share purchase agreements are often prepared on the basis that the policy will backstop most operational warranties, which in turn affects the negotiation of escrows, survival periods, caps and the scope of the warranties themselves. As in other jurisdictions, insurers may request input into the warranty package and the diligence process, and their expectations can shape the final allocation of risk between the parties.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How active have financial sponsors been in acquiring publicly listed companies?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Financial sponsor activity in acquiring publicly listed companies in Mauritius has been limited. The Mauritian market is characterised by a relatively small number of listed companies compared to more mature markets and concentrated shareholder bases, which means take-private opportunities arise infrequently. Where financial sponsors are active, they tend to focus on private companies, global business vehicles and sector-specific platforms (such as financial services, investment holding structures and technology-enabled businesses), rather than pursuing acquisitions on the Stock Exchange of Mauritius. However, sponsors do monitor listed entities (such as on SEM, Afrinex and MIndex) for strategic opportunities, and activity typically increases only when a controlling shareholder is open to a negotiated transaction.<\/p>\n<p>As a result, public-to-private activity remains opportunistic rather than routine in Mauritius.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Outside of anti-trust and heavily regulated sectors, are there any foreign investment controls or other governmental consents which are typically required to be made by financial sponsors?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Mauritius does not impose broad foreign investment controls, and financial sponsors are generally free to invest without prior governmental consent. Foreign investors can hold 100% of the share capital of a Mauritian company, and no general foreign ownership restrictions apply.<\/p>\n<p>The principal regulatory interface arises where the target operates in a regulated sector, such as financial services, insurance, payment services or telecom. In those cases, a change in ownership or control typically requires prior approval from the relevant regulator, most commonly the Financial Services Commission for global business companies and entities licensed under financial services legislation. In addition, acquisitions of companies holding state leases or certain immovable property rights may require notification or consent from the Prime Minister\u2019s Office or the responsible ministry.<\/p>\n<p>For most ordinary commercial acquisitions, however, no foreign investment filing or approval is required, and financial sponsors can complete transactions without governmental intervention outside these specific regulatory regimes.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How is the risk of merger clearance normally dealt with where a financial sponsor is the acquirer?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Mauritius applies a post-closing merger control regime, so clearance risk is generally limited for financial sponsors. Transaction documents typically include cooperation obligations for any required filing with the Competition Commission of Mauritius, but completion is not normally conditional on obtaining clearance. Only in transactions that may raise genuine competition concerns do parties consider more protective provisions, such as agreements on information sharing or narrowly defined remedy obligations.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Have you seen an increase in (A) the number of minority investments undertaken by financial sponsors and are they typically structured as equity investments with certain minority protections or as debt-like investments with rights to participate in the equity upside; and (B) \u2018continuation fund\u2019 transactions where a financial sponsor divests one or more portfolio companies to funds managed by the same sponsor?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>A. Mauritius has seen a gradual increase in minority investments by financial sponsors, driven largely by cross-border investors using Mauritius as a holding or investment platform. These minority positions are typically structured as equity investments with standard minority protections\u2014such as reserved matters, information rights, pre-emption rights and exit rights. True debt-like instruments with equity-style participation are less common, but they are occasionally used in structured or growth-capital deals where investors prefer downside protection combined with some equity upside.<\/p>\n<p>B. Continuation fund transactions\u2014where a sponsor sells a portfolio company to another fund managed by the same sponsor\u2014remain limited in Mauritius. The market size, deal flow and the nature of Mauritian structures (often used as holding vehicles for assets located elsewhere) mean these transactions occur only opportunistically and usually in the context of broader regional or international sponsor activity rather than purely domestic dealmaking.<\/p>\n<p>&nbsp;<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How are management incentive schemes typically structured?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Mauritius, management incentive schemes are typically structured in line with international private equity practice, with the specific mechanics adapted to the company\u2019s corporate form and tax profile. The most common approach is the grant of equity-based incentives, which may take the form of performance shares, growth shares or options, giving management a direct participation in the equity upside while aligning their interests with those of the financial sponsor. These arrangements often include vesting schedules tied to time, performance milestones or exit events, and are paired with leaver provisions and transfer restrictions.<\/p>\n<p>Where a full equity stake is not feasible or desirable, sponsors may use phantom equity or bonus plans that track the value realised on an exit without issuing actual shares. In holding structures for example, global business companies, used for cross-border investments, management participation is sometimes implemented through share classes with preferential or hurdle-based economics provisions, mirroring US carried-interest-style mechanics. Overall, the focus is on delivering aligned, performance-driven incentives while maintaining Mauritian governance control and a clean exit route for the sponsor.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are there any specific tax rules which commonly feature in the structuring of management's incentive schemes?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>The key consideration is whether the benefit received by management is treated as employment income (taxed at the individual income tax rate) or as a capital return on shares, which is typically not subject to capital gains tax, as Mauritius does not impose capital gains tax. In cross-border structures, particularly those involving global business companies, additional attention is paid to economic substance (CIGA), fair market valuation and arm\u2019s-length terms to ensure that the incentive scheme is respected as an equity arrangement and not as disguised compensation. Overall, the absence of capital gains tax is a central factor influencing the widespread use of equity-based incentives in Mauritius.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Are senior managers subject to non-competes and if so what is the general duration?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Under Mauritian law, non-compete clauses are enforceable only if they are reasonable in scope, duration and geographic reach and are necessary to protect a legitimate business interest. In practice, the typical duration for a senior management non-compete is 6 to 12 months, with 12 months being the upper end of what is generally considered reasonable. Non-solicitation covenants\u2014covering clients, employees or suppliers\u2014may run slightly longer, although they are also subject to the same reasonableness test.<\/p>\n<p>As a result, most Mauritius-based transactions and management incentive arrangements adopt moderate, narrowly tailored restrictions, focused on protecting the business without being excessively restrictive.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">How does a financial sponsor typically ensure it has control over material business decisions made by the portfolio company and what are the typical documents used to regulate the governance of the portfolio company?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Financial sponsors in Mauritius typically ensure control over material business decisions through a combination of shareholder-level rights and board-level governance arrangements, reflected in the company\u2019s constitutional documents and in negotiated contractual agreements.<\/p>\n<p>The key protections are usually set out in a shareholders\u2019 agreement, which operates alongside the company\u2019s constitution. These documents commonly provide the sponsor with:<\/p>\n<ul>\n<li>Reserved matters requiring the sponsor\u2019s prior consent (e.g. acquisitions, disposals, financing, changes to business plans, amendments to constitutional documents, appointment or removal of senior management, issuance of new shares).<\/li>\n<li>Board representation rights, often including the right to appoint one or more directors and to approve key strategic decisions.<\/li>\n<li>Information and reporting rights, ensuring regular access to financial statements, budgets and operational updates.<\/li>\n<li>Veto rights on actions that could dilute the sponsor\u2019s interest or significantly alter the risk profile of the business.<\/li>\n<\/ul>\n<p>Together, the shareholders\u2019 agreement and the company\u2019s constitution form the principal governance framework, ensuring that the financial sponsor retains meaningful control over material decisions while allowing day-to-day operations to remain with management.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is it common to use management pooling vehicles where there are a large number of employee shareholders?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. In Mauritius, management pooling vehicles are commonly used where there are a large number of employee shareholders or where the sponsor wishes to streamline governance and administration. These vehicles often incorporated as a special purpose company or sometimes a trust structure under the Trust Act, allow management\u2019s equity interests to be held collectively rather than on an individual basis.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What are the most commonly used debt finance capital structures across small, medium and large financings?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Mauritius, debt financing structures tend to follow international practice, with the complexity of the capital structure increasing as deal size grows.<\/p>\n<p>Broadly:<\/p>\n<ol>\n<li>Small-cap transactions typically rely on straight senior bank debt, often secured, provided by local commercial banks. These facilities are usually amortising term loans or revolving credit lines, with relatively simple covenant packages and standard security over unlisted shares and assets.<\/li>\n<li>Mid-cap transactions more commonly feature syndicated senior facilities from Mauritian banks or regional African lenders, combined with mezzanine or subordinated debt where additional leverage is required. These structures may include bullet or partially amortising term loans, tighter financial covenants and intercreditor arrangements to rank senior and junior lenders.<\/li>\n<li>Large-cap or cross-border transactions frequently use multi-layered financing structures, combining senior secured facilities, mezzanine instruments, unitranche facilities or bond issuances arranged through offshore financing platforms. In deals involving global business companies, sponsors often use regional or international lenders that are comfortable lending into Mauritian holding structures, resulting in documentation that mirrors broader international leveraged finance standards.<\/li>\n<\/ol>\n<p>Overall, the Mauritian market accommodates a full spectrum of debt structures, with the chosen model primarily driven by deal size, sector and lender appetite.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Is financial assistance legislation applicable to debt financing arrangements? If so, how is that normally dealt with?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes. Mauritius has financial assistance restrictions under the Companies Act 2001, which prevent a company from giving guarantees, security or loans for the purpose of acquiring its own shares unless a statutory procedure is followed. To validly provide such assistance, the board must approve a solvency resolution confirming that the company will remain solvent after the assistance is given, and in some cases shareholder approval is also required, depending on the company\u2019s constitution.<\/p>\n<p>In practice, acquisition financing in Mauritius routinely accommodates these requirements by completing the financial assistance process post-closing, once the target is part of the buyer\u2019s group, and by incorporating the necessary board and shareholder approvals into the conditions precedent. As a result, it is generally manageable and not a barrier to typical lending structures.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">For a typical financing, is there a standard form of credit agreement used which is then negotiated and typically how material is the level of negotiation?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Mauritius, there is no single mandatory standard form of credit agreement, but most commercial financings start from a bank-precedent or internationally recognised template, such as an African LMA-style agreement for larger or cross-border deals. Local banks often use their own standard forms for small and mid-cap facilities, with negotiation focused on pricing, covenants, events of default and security terms.<\/p>\n<p>The level of negotiation varies with deal size and lender type. Smaller domestic financings tend to follow the lender\u2019s form with limited amendments, while mid- and large-cap or sponsor-backed financings involve more meaningful negotiation, often aligning the documentation with international leveraged finance standards. Overall, negotiation is present but typically proportionate to the scale and complexity of the financing.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">What have been the key areas of negotiation between borrowers and lenders in the last two years?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>In Mauritius over the last two years, the key pressure points between borrowers and lenders have largely mirrored global trends but with a local twist. The most heavily negotiated areas have been:<\/p>\n<ul>\n<li>Pricing and margins \u2013 especially in light of higher interest rate environments and tighter liquidity, with borrowers pushing for tighter margins, lower fees and more favourable benchmark mechanics.<\/li>\n<li>Financial covenants \u2013 including leverage and interest cover ratios, headroom under those ratios and the treatment of covenant cure rights.<\/li>\n<li>Flexibility for acquisitions and distributions \u2013 baskets for additional debt incurrence, permitted security, upstreaming of cash, and dividend capacity have been closely negotiated, particularly in sponsor-backed deals.<\/li>\n<li>Security package and guarantees \u2013 scope of assets to be secured, timing for perfection (especially across multiple jurisdictions) and the extent of upstream and cross-stream guarantees in light of financial assistance and solvency considerations.<\/li>\n<li>Events of default and MAC clauses \u2013 borrowers have focused on narrowing material adverse change triggers and tightening the conditions under which lenders can accelerate or refuse drawdowns.<\/li>\n<\/ul>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\t\t\t\t\t<li class=\"question-block filter-container__element\">\r\n\t\t\t\t\t\t<h3 class=\"filter-container__match-html\">Have you seen an increase or use of private equity credit funds as sources of debt capital?<\/h3>\r\n\t\t\t\t\t\t<button id=\"show-me\">+<\/button>\r\n\t\t\t\t\t\t<div class=\"question_answer filter-container__match-html\" style=\"display:none;\"><p>Yes, but on a measured and selective basis. While local banks remain the primary source of debt capital in Mauritius, there has been a gradual increase in the use of private equity credit funds\u2014mainly in cross-border or sponsor-led transactions where borrowers seek additional flexibility or specialised debt products.<\/p>\n<\/div>\r\n\r\n\r\n\t\t\t\t\t<\/li>\r\n\r\n\t\t\t\t\r\n<div class=\"word-count-hidden\" style=\"display:none;\">Estimated word count: <span class=\"word-count\">3355<\/span><\/div>\r\n\r\n\t\t\t<\/ol>\r\n\r\n<script type=\"text\/javascript\" src=\"\/wp-content\/themes\/twentyseventeen\/src\/jquery\/components\/filter-guides.js\" async><\/script><\/div>"}},"_links":{"self":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide\/123774","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/comparative_guide"}],"about":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/types\/comparative_guide"}],"wp:attachment":[{"href":"https:\/\/my.legal500.com\/guides\/wp-json\/wp\/v2\/media?parent=123774"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}