Section 87: Timely disclosure

87. Timely disclosure (1) Where a material change occurs in the affairs of a reporting issuer that is likely to have a significant influence on the value or market price of its securities, the reporting issuer shall immediately issue a press release disclosing the change, unless such disclosure would amount to a criminal offence. (2) The press release shall be made in plain ordinary language so that investors can understand. (3) A copy of the press release shall be filed with the Commission forthwith. (4) Where the securities of the reporting issuer are listed on a securities exchange— (a) a copy of the press release shall be filed with the exchange forthwith; (b) unless it is not possible to keep the information confidential, the press release shall be issued after the close of trading; and (c) where the information is released before the close of trading, the issuer may request a halt in trading from the exchange, pending the issue and dissemination of the information. (5) Without limiting what amounts to a material change, the following changes shall require disclosure under this section— (a) any distribution of securities in Mauritius or in any other jurisdiction; (b) any change in the beneficial ownership of the issuer’s securities that affects or is likely to affect the control of the issuer; (c) any change of name of the reporting issuer; (d) any reorganisation in capital, merger or amalgamation; (e) a takeover bid on its own securities or made on the securities of another issuer or issuer bid; [Issue 1] S7 – 32 Revised Laws of Mauritius (f) any significant acquisition or disposition of assets, property or joint venture interests; (g) any stock split, share consolidation, stock dividend, exchange, redemption or other change in capital structure; and (h) any other change that may be provided for in the FSC Rules. (6) For the purposes of subsection (5) (f), an acquisition or disposition is significant when the value of the asset, property or interest acquired or disposed of exceeds 10 per cent of the net assets of the reporting issuer. (7) A reporting issuer may choose not to issue a press release where— (a) the information concerns an incomplete proposal or negotiation; (b) the information comprises of matters of supposition or is insufficiently definite such that it would be misleading to the market for it to be disclosed; (c) the information is generated solely for the purposes of the internal management of the issuer and its advisers; (d) the information is a trade secret. (8) The exemption in subsection (7) shall not apply where the board of the issuer reasonably believes that transactions in the securities have taken place or are likely to take place based on undisclosed information. (9) Where the exemption in subsection (7) applies, the reporting issuer shall issue the press release under subsection (1) as soon as circumstances that justify non-disclosure end.