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Expertise

Capital Markets

Issuance and intermediation, documented for execution.

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Capital markets work rewards precision. Programme documentation has to hold together across every drawdown, and the intermediaries around an issue each carry their own licensing and conduct obligations.

We advise issuers, arrangers and intermediaries on note and debt programmes, on the documentation that sits between the issuer and its investors, and on the authorisations required by dealers, advisers, registrars and paying agents. Our team includes counsel who have worked inside a Mauritian investment bank, which shapes how we approach negotiation and execution.

A note programme: issuer, placing agent, investors, and the return leg.

Who we advise

  • Issuers establishing note and debt programmes
  • Arrangers, placing agents and corporate finance advisers
  • Investment dealers and investment advisers seeking licences
  • Registrars and paying agents
  • Special purpose vehicles issuing structured instruments

Capabilities

What we do

6 capabilities · 4 representative matters

  • Note programme establishment and issue documentation
  • Noteholder arrangements, placing agent documentation and investor-facing terms
  • Structured finance and credit-linked instruments
  • Investment dealer and investment adviser licence applications
  • Registrar and paying agent authorisation and appointment
  • Securities law analysis and offer structuring

Representative experience

Selected matters.

Matters are described in anonymised form to protect client confidentiality. Past matters are not a guarantee of future outcomes.

Full experience library
  • USD 1 billion note programme

    Acted as lead counsel on the establishment of a USD 1 billion note programme. Prepared note programme documentation for a protected cell company, including noteholder arrangements, placing agent documentation, investor-facing terms and issue mechanics.

    Practice
    Capital Markets
    Geography
    Mauritius · Cross-border
    Type
    Debt capital markets
    Industry
    Structured finance
    Scale
    USD 1 billion programme
  • Investment dealer licence applications

    Assisted with investment dealer licence applications and related regulatory submissions to the Financial Services Commission, including preparation and review of supporting application documents.

    Practice
    Capital Markets
    Geography
    Mauritius
    Type
    Licensing
    Industry
    Securities intermediation
  • Debt structuring and conversion into redeemable shares

    Drafted and reviewed loan, debt structuring and financing documentation, including subscription arrangements for conversion of debt into redeemable shares.

    Practice
    Capital Markets
    Geography
    Mauritius
    Type
    Banking and finance
    Industry
    Corporate finance
  • Restated loan documentation with equity-transfer repayment

    Drafted and reviewed amended and restated loan documentation and repayment mechanics through transfer of equity interests.

    Practice
    Capital Markets
    Geography
    Mauritius
    Type
    Banking and finance
    Industry
    Corporate finance

Reference

Securities and capital market intermediaries

A short reference on the licensed roles most often relevant to our clients.

Investment Adviser
An investment adviser under Mauritian law may provide advice to clients on investing in securities, portfolio structuring or financial planning. Persons offering such advice as a business must obtain an appropriate licence, which may range from an unrestricted licence to the sub-category of investment advisers authorised to act as corporate finance adviser on their clients' transactions.
Investment Dealer
Under the Securities (Licensing) Rules there are various sub-categories of investment dealer, the broadest being the investment dealer (full-service dealer including underwriting). An entity holding this licence is authorised to act as an intermediary in the execution of securities transactions for clients; trade in securities as principal with the intention of reselling to the public; underwrite or distribute securities on behalf of an issuer or holder; give investment advice ancillary to its normal business; and manage client portfolios.
Registrar and Paying Agents
A registrar and paying agent maintains the register of shareholders or noteholders, processes transfers of securities, and administers payments such as dividends or interest to investors. Entities providing these services in Mauritius must be licensed by the Financial Services Commission and comply with operational, record-keeping and investor protection requirements. Under the Guidelines for the Issue of Corporate and Green Bonds, an issuing and paying agent holding this licence must be appointed when bonds are issued under those Guidelines.

Contact

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Address
4th Floor
38 St Georges Street
Port Louis, Mauritius