Section 70: Disclosure document

70. Disclosure document (1) This section shall not apply to— (a) an offer which— (i) is made to all shareholders to acquire a proportion of their shares; (ii) if accepted, would leave unaffected relative voting and distribution rights; and (iii) affords a reasonable opportunity to shareholders to accept the offer; (b) an offer to which all shareholders have consented in writing or which is the subject of unanimous approval under section 272; (c) an offer made pursuant to a unanimous resolution under section 106; (d) an offer where the purchase or acquisition is made on any securities exchange whether within or outside Mauritius in accordance with the rules of the exchange or as required under the Securities Act; or C35 – 55 [Issue 10] Companies Act (e) a private company holding a Global Business Licence or an Authorised Company, as the case may be. (2) Subject to subsection (1), before an offer is made pursuant to a resolution under section 69 (2), the company shall send to each shareholder a disclosure document that complies with subsection (3). (3) A disclosure document issued under this section shall set out— (a) the nature and terms of the offer, and if made to specified shareholders only, the names of those shareholders; (b) the nature and extent of any relevant interest of any director of the company in any shares the subject of the offer; and (c) the text of the resolution required by section 69 (2), together with such further information and explanation as may be necessary to enable a reasonable shareholder to understand the nature and implications for the company and its shareholders of the proposed acquisition. (4) A reporting issuer may issue or transfer shares held by the reporting issuer itself subject to the provisions of the Securities Act. [S. 70 amended by Act 156 (1) (d) of Act 22 of 2005 w.e.f. 28 September 2007; s. 13 (d) of Act 11 of 2018 w.e.f. 1 October 2018.]