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STOCK EXCHANGE (OPERATION OF THE OVER-THE-COUNTER MARKET) RULES
Rules made by the Stock Exchange of Mauritius with approval from the Stock Exchange
Commission
All OTC traders as defined herein shall comply with the following rules:
I. Access to the OTC Market
A. Persons Authorised:
The following persons to be called OTC traders, may deal in securities on the OTC market,
provided they are so authorised by the OTC Review Committee under these rules:
(1) any dealer as defined in the Stock Exchange Act 1988;
(2) any dealer/s representative as defined in the Stock Exchange Act 1988.
B. Securities traded on the OTC Market
A. Prior to the trading of any securities on the OTC, the applicant OTC trader shall:
(1) File a statement with the SEM to the effect that the company, the securities of which are to
be traded on the OTC, is on a going concern basis, and that such company's stock is freely
transferable.
(2) Attach to such statement the following documents:
(i) a copy of the Memorandum and Articles of Association of such company; and
(ii)a copy of the company's audited statement of accounts for the previous two financial
years;
(3) The Company, as described under A (1), above must be a public company, and such
company's stock held by a minimum of 30 shareholders or have a minimum issued capital of
Rs 1 million.
(4) Upon filing, a receipt shall be issued by the SEM to the applicant OTC trader.
B. (1) All statements, and attachments shall be submitted by the SEM to the OTC Review
Committee.
(2) The OTC Review shall examine all statements and, if satisfied, issue a clearance visa for
trading of the securities defined in the application on the OTC market.
(3) A clearance visa from the OTC Review committee must be in writing and is required for
trading of securities on the OTC market.
(4) A decision to withhold a clearance visa must be in writing and must include the reason for
the refusal to issue a clearance visa.
(5) (i) The OTC Review is composed of the following members:
- A SEM representative;
- A SEC representative; and
- A representative of the private sector selected by the previous two members.
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(ii) The OTC Review Committee examines the statements and the attachments submitted
and reach a decision within five business days.
(iii) The OTC Review Committee shall keep a book in which all applications are entered
chronologically identified by company and mentioning the decision reached by the
Committee. The book shall be opened to all OTC traders.
(iv) Unless specifically objected to by the SEC, a clearance visa issued with respect to any
set of securities, from any company shall authorise OTC trading in other such company's
securities pursuant to applicable laws and to these rules.
(v) The member of the OTC Review Committee representing the private sector shall not
have any vested interest in company the securities of which are proposed for trading on
the OTC market. He shall, to this effect, file a statement affirming the absence of any
conflict of interest before sitting on any OTC Review Committee session.
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II. The Trading System on the OTC
A. Trading timing and floor Procedure
The OTC is conducted on the premises of the Mauritius Stock Exchange five days a week
(Monday to Friday excepting Public Holidays) in accordance with the following schedule:
OTC Trading Cycle
Day and Time Activity
Prior to every Thursday 10.00 hours Placing orders with the SEM authorised
clerk who records them in a special OTC
trading SEM book.
All orders are centralised by the SEM
authorised clerk
Thursday 10.00 hours Orders are centralised by SEM. No further
orders taken. No alteration made.
Matching is carried.
Thursday 12.00 Noon Orders are posted
Thursday 12.30 hours QUOTATION
Friday Clearing and recording of all transactions
in OTC traders books
Wednesday of the following week before 14.00 hours Transfer documents are centralised and
cross-checked by the SEM. Proper
transfers are approved by SEM and
transfer slips are then validated by SEM.
Transfer slips are issued to buyer and
seller and transfer documents (including
transfer deeds) relating to each
transaction are sent to Registrar's Office
for formal registration.
Friday of the second week Registration finalised and share
(following week) certificates reflecting the transfer are sent
to corporate secretaries.
B. Transitional Measures
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For a period of two months from the date of which the present notice becomes
effective, the OTC Trading Cycle from every Monday to every Thursday
before 10.00 hours of the same week shall be as follows:
Monday before 10.00 Collecting orders
Monday 10.00 Orders are collected and initial market
sheet established.
Monday 14.00 Initial market sheet posted and copies
transmitted to all OTC traders.
Wednesday 10.00 Updated market sheet posted and orders
become final.
Thursday prior to 10.00 Collecting additional orders authorised.
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APPLICATION FOR TRADING ON THE OTC MARKET
ON
THE STOCK EXCHANGE OF MAURITIUS LTD
NAME OF COMPANY:.......................................................................................
APPLICANT OTC TRADER:..............................................................................
CLASS OF SHARES TO BE TRADED:..............................................................
SECTION A:
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STATEMENT:
(i) The Company is a Public Company.
(ii) The Company's shares which are to be traded on the OTC are freely transferable.
(iii) The issued share capital of the Company is not less than Rs 1 million or the Company has not
less than 30 shareholders.
(iv) The Company is a going concern, i.e is operational.
I certify that to the best of my knowledge and belief the above statement is correct.
APPLICANT OTC TRADER / OR COMPANY SECRETARY
SECTION B:
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ATTACHMENTS:
(i) Copy of the Company's Certificate of Incorporation
(ii) Copies of the Company's audited Financial Statements for the previous two financial years.
(iii) Copy of Memorandum & Articles of Association.
SECTION C: (FOR USE BY SEM OFFICIAL ONLY)
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We acknowledge receipt of the above documents and would like to inform you that the application will be
submitted to the next OTC Review Committee for clearance. The decision of the OTC committee will be
communicated to you as soon as possible,
DATE:..................................
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