Section 2: Interpretation

2. Interpretation In this Act— “associate” has the meaning assigned to it in Part I of the Schedule; “audit firm” has the same meaning as in the Financial Reporting Act; “bank” has the same meaning as in the Banking Act; “CDS” means the Central Depository and Settlement Co Ltd approved under the Securities (Central Depository, Clearing and Settlement) Act; “cease trade order” means an order issued by the Commission under section 133; “Chief Executive” has the same meaning as in the Financial Services Act; “clearing and settlement facility” means a system that provides for— (a) the holding of securities in dematerialised form; (b) the process of presenting and exchanging data or documents in order to calculate the obligations of the participants in the system, to allow for the settlement of these obligations; and (c) the process of transferring securities; “clearing and settlement facility licence” means a licence referred to in section 10; “CIS manager” means a person holding a CIS manager licence issued under this Act; “CIS manager licence” means a licence referred to in section 98; “closed-end fund” means an arrangement or a scheme, other than a collective investment scheme, constituted in such legal form as may be approved by the Commission and whose object is to invest funds, collected from subscribers during an offering made under Part V of this Act or from sophisticated investors, in a portfolio of securities, or in other financial or non-financial assets, or real property, as the Commission may approve; “collective investment scheme”— (a) means a scheme constituted as a company, a trust, or any other legal entity prescribed or approved by the Commission— (i) whose sole purpose is the collective investment of funds in a portfolio of securities, or other financial assets, real property or non-financial assets as the Commission may approve; [Issue 10] S7 – 4 Revised Laws of Mauritius (ii) whose operation is based on the principle of diversification of risk; (iii) that has the obligation, on request of the holder of the securities, to redeem them at their net assets value, less commission or fees; and (iv) where the participants do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management; and (b) includes closed-end funds whose shares or units are listed on a securities exchange; but (c) does not include such schemes as are specified in Part II of the Schedule; “Commission” means the Financial Services Commission established under the Financial Services Act; “constitutive documents” means the principal documents governing the formation and operation of a collective investment scheme and includes the management agreement, the custodian agreement and any shareholder agreement; “control”, in relation to securities, means legal or beneficial title to securities, or a right of direction over securities or over voting rights attached to securities; “controller”, in relation to a corporation, has the meaning assigned to it in the Financial Services Act; “corporate finance advisory” means the provisions of advisory services on— (a) compliance with the listing requirements of any securities exchange; (b) raising of funds through the issue of securities; (c) arrangement or restructuring including takeovers, mergers and acquisitions, of a corporation, as far as it relates to securities transactions; or (d) any other matter specified in urities; “controller”, in relation to a corporation, has the meaning assigned to it in the Financial Services Act; “corporate finance advisory” means the provisions of advisory services on— (a) compliance with the listing requirements of any securities exchange; (b) raising of funds through the issue of securities; (c) arrangement or restructuring including takeovers, mergers and acquisitions, of a corporation, as far as it relates to securities transactions; or (d) any other matter specified in FSC Rules; “corporation” has the same meaning as in the Financial Services Act; “Court” means the Bankruptcy Division of the Supreme Court; “custodian” means a person holding a custodian licence; “custodian licence” means a licence referred to in section 100; “derivative” includes futures and options contracts on securities, indices, interest or other rates, currency, futures or commodities; “Enforcement Committee” means the committee established under section 52 of the Financial Services Act; “financial crime” has the same meaning as in the Financial Services Act; S7 – 5 [Issue 10] Securities Act “financial institution” includes— (a) a bank licensed under the Banking Act; and (b) a corporation licensed by the Commission, other than a management company or a company licensed to conduct global business; “FSC Rules” means rules made under section 155; “futures contract” means a legal agreement to make or take delivery of a specified instrument, such as a commodity, at a fixed future date at a price determined at the time of the transaction where the mode of settlement is established in the contract; “Fund” means a compensation fund established under section 148; “Global Business Licence” has the same meaning as in the Financial Services Act; “IFRS” has the same meaning as in the Financial Reporting Act; “inside information”, in relation to securities of a reporting issuer, means information that— (a) is not generally available or disclosed; and (b) if generally available or disclosed, would be likely to have a material effect on the price or the value of securities of the reporting issuer or of securities issued by a related corporation of the reporting issue; “insider of a reporting issuer” means— (a) the reporting issuer itself, its subsidiaries, its officers and those of its subsidiaries; (b) any person who exercises— (i) control over more than 5 per cent of a class of shares of a reporting issuer to which are attached voting rights; or (ii) an unlimited right to a share of the profits and in its assets in case of winding up, other than securities that were the object of an underwriting and are in the course of an offering; (c) the officers of a person mentioned in paragraph (b); “insurer” means an insurer licensed under the Insurance Act; “interest” in relation to a collective investment scheme, means a right to a return or benefit produced by the scheme whether the right is actual, prospective or contingent and whether it is enforceable or not; “investment adviser” means a person who holds an investment adviser licence; “investment adviser licence” means a licence referred to in section 30; [Issue 10] S7 – 6 Revised Laws of Mauritius “investment dealer” means a person who holds an investment dealer licence; “investment dealer licence” means a licence referred to in section 29; “issuer” means a person or any other entity that issues, has issued or is going to issue securities; “issuer bid or buyback” means an offer by a reporting issuer, other ment adviser” means a person who holds an investment adviser licence; “investment adviser licence” means a licence referred to in section 30; [Issue 10] S7 – 6 Revised Laws of Mauritius “investment dealer” means a person who holds an investment dealer licence; “investment dealer licence” means a licence referred to in section 29; “issuer” means a person or any other entity that issues, has issued or is going to issue securities; “issuer bid or buyback” means an offer by a reporting issuer, other than a collective investment scheme, to acquire or redeem its own securities, including convertible debt securities, made to any person and includes a purchase or other acquisition of its securities by the issuer from any such person; continued on page S7 – 7 S7 – 6 (1) [Issue 9] Revised Laws of Mauritius “law practitioner” has the same meaning as in the Law Practitioners Act; “licence” means a licence issued by the Commission; “licensee” means a person— (a) holding or deemed to hold a licence; and (b) approved or deemed to be approved by the Commission; “listed securities” means securities listed on a securities exchange, whether traded or not; “Minister” means the Minister to whom responsibility for the subject of finance is assigned; “offer” has the meaning assigned to it in section 67; “officer” means a member of a board of directors, a chief executive, a managing director, a chief financial officer or chief financial controller, an executive, a secretary, a partner, a trustee, or a person holding any similar function with a licensee, a CIS, a reporting issuer or a trust; “options contract” means a contract that gives its holder the right but not the obligation to buy or sell a fixed number of securities or other instrument at a fixed price on or before a given date; “prescribed” means prescribed by regulations; “private placement” means an offer of securities where the total cost of subscription or purchase for each person to whom the offer is made is at least equal to the amount determined by FSC Rules and where each person subscribes or purchases for his own account and no publicity is made by the person making the offer; “prospectus”— (a) means a notice, circular, advertisement or request inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, a share in, or debenture of, a company or proposed company; and (b) includes a statement attached to or intended to be read with the prospectus; “public sector agency” has the same meaning as in the Financial Services Act; “relevant Acts” has the same meaning as in the Financial Services Act; “reporting issuer” has the meaning assigned to it in section 86 (1); “representative” means an individual who is employed by an investment dealer or an investment adviser for the purpose of exercising, on behalf of that person, securities transactions that the investment dealer or the investment adviser, as the case may be, is licensed to carry out and includes an officer who carries out securities transactions on behalf of an investment dealer or an investment adviser; “representative proceedings” means the proceedings referred to in section 149; S7 – 7 [Issue 4] Securities Act “Review Panel” means the Financial Services Review Panel established under section 54 of the Financial Services Act; “secondary market” means a market where securities are or can be traded; “securities” means— (a) shares or stocks in the share capital of a company, whether incorporated in Mauritius or elsewhere, other than a collective investment scheme; (b) debentures, debenture stock, loan stock, bonds, convertible bonds or other similar instruments; (c) rights, warrants, options or interests in respect of securities mentioned in paragraphs (a) and (b); (d) treasury bills, loan stock, bonds and other instruments creating or acknowledging indebtedness and issued by or on behalf of or guaranteed by the Government of the Republic of Mauritius or the Government of another country, a local authority or public authority, as may be prescribed; (e) shares in, securities of, or rights to participate in, a collective investment scheme; (f) depository receipts or similar instruments; (g) options, futures, forwards and other derivative agraphs (a) and (b); (d) treasury bills, loan stock, bonds and other instruments creating or acknowledging indebtedness and issued by or on behalf of or guaranteed by the Government of the Republic of Mauritius or the Government of another country, a local authority or public authority, as may be prescribed; (e) shares in, securities of, or rights to participate in, a collective investment scheme; (f) depository receipts or similar instruments; (g) options, futures, forwards and other derivatives whether on securities or commodities; (h) any other transferable securities, interests or assets as may be approved by the Commission; or (i) any such other instruments as may be prescribed; “securities advertisement” means any form of communication made to any person in Mauritius which contains or refers to an invitation or inducement to subscribe for or purchase any form of investment whether that investment constitutes particular securities which are or are to be offered for subscription or purchase or related generally to investment in some form of securities but does not include a prospectus which has been granted effective registration; “securities exchange” means a market, exchange, place or facility, including an organised over the counter market, that provides for bringing together, on a regular basis, buyers and sellers of securities to negotiate or conclude purchases or sales of securities in accordance with the rules of securities exchange; “securities exchange licence” means a licence referred to in section 9; “securities trading systems licence” means a licence referred to in section 11; “securities transaction” means a sale, transfer, purchase, exchange or conversion of securities or other dealings thereof; [Issue 4] S7 – 8 Revised Laws of Mauritius “SEM” means the Stock Exchange of Mauritius Ltd; “solicit” has the meaning set out in section 31 (2); “sophisticated investor” means— (a) the Government of Mauritius; (b) a statutory authority or an agency established by an enactment for a public purpose; (c) a company, all the shares of which are owned by the Government of Mauritius or a body specified in paragraph (b); (d) the Government of a foreign country or an agency of such Government; (e) a bank; (f) a CIS manager; (g) an insurer; (h) an investment adviser; (i) an investment dealer; or (j) a person declared by the Commission to be a sophisticated investor; “special resolution”, in relation to a collective investment scheme, means a resolution approved by a majority of 75 per cent or, if a higher majority is required by the constitutive documents of the scheme, that higher majority, of the votes of those participants entitled to vote and voting on the resolution; “SRO” has the same meaning as in the Financial Services Act; “takeover” has the meaning assigned to it in section 94 (2); “unit trust” means a trust authorised under this Act as a collective investment scheme. [S. 2 amended by s. 4 of Act 15 of 2007 w.e.f. 28 September 2007; s. 38 (a) of Act 14 of 2009 w.e.f. 30 July 2009; s. 26 (a) of Act 38 of 2011 w.e.f. 15 December 2011; s. 45 (a) of Act 18 of 2016 w.e.f. 7 September 2016; s. 63 (a) of Act 11 of 2018 w.e.f. 9 August 2018.] 38 (a) of Act 14 of 2009 w.e.f. 30 July 2009; s. 26 (a) of Act 38 of 2011 w.e.f. 15 December 2011; s. 45 (a) of Act 18 of 2016 w.e.f. 7 September 2016; s. 63 (a) of Act 11 of 2018 w.e.f. 9 August 2018.]