Section 70: Prospectus not required

70. Prospectus not required (1) A prospectus shall not be needed for— (a) an issue of securities of a company at or in connection with the formation of the company, where no solicitation is made for the purchase of the securities; (b) the transmission of securities by succession; (c) the vesting or transfer of securities by operation of law or by order of a Court; (d) an offer or issue of securities that is a private placement; (e) an offer or issue of securities that is made only to sophisticated investors; (f) an offer or issue of securities only to related corporations of the issuer of the securities; S7 – 23 [Issue 10] Securities Act (g) an offer by an issuer— (i) to allow the exercise of an exchange, conversion, or subscription rights previously issued for securities held by a reporting issuer; (ii) under a subscription plan, a share dividend plan or a dividend reinvestment plan; or (iii) under an employee share plan or a similar plan and is made only to officers or employees of the issuer, where the issuer has complied with its obligations under this Act, any regulations made under this Act or any FSC Rules as to disclosure in relation to the securities; (h) an offer of securities acquired under an offer referred to in subsection (1) (d) or (e) where— (i) a sale of securities is made in normal market operations on a securities exchange; (ii) the issuer has complied with its obligations under this Act, any regulations made under this Act or any FSC Rules and the rules of the securities exchange as to disclosure in relation to the securities; and (iii) the person making the offer has held the securities for at least the period specified in FSC Rules; (i) an offer or issue of securities for the purpose of effecting an amalgamation of companies; (j) an offer or issue of securities by a corporation holding a Global Business Licence, the securities of which are also listed on a securities exchange in another jurisdiction. (2) An issuer shall not rely on subsection (1) (e) unless, not later than 10 days after the offer is made, the issuer notifies the Commission of the offer in accordance with FSC Rules. (3) An issuer shall not rely on subsection (1) (g) (iii) where participation in the plan is a condition of appointment to office by, or employment with, the issuer. (4) An issuer shall not rely on subsection (1) (d), (e), (f), (g) and (i) unless the provisions of the regulations and of FSC Rules relating to offers and issues of securities mentioned in the relevant provision are complied with. (5) An issuer shall not rely on subsection (1) (i) unless— (a) the Commission is notified in accordance with the FSC Rules of the proposed offer or issue at least 15 days before it takes place; and (b) the Commission has not objected, by written notice to the issuer, within 15 days from the date it received the notification under paragraph (a). [S. 70 amended by s. 49 of Act 10 of 2017 w.e.f. 24 July 2017; s. 63 (b) of Act 11 of 2018 w.e.f. 9 August 2018.] [Issue 10] S7 – 24 Revised Laws of Mauritius Sub-Part B – Contents of Prospectuses