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INTRODUCTION


Welcome to Adansonia’s first Izindaba for 2018. Izindaba is the Zulu word for “NEWS” and we hope that you will find the articles contained in the newsletter of interest. 


In this edition:

  • Adansonia Management Services Limited has new offices;
  • Appointment of an additional new business development executive;
  • Adansonia Insurance Brokers Limited – A new addition to our “One Stop Offering”;
  • An update on the performance of Adansonia PE Opportunities;
  • Perrieri IT Solutions Limited – An Offsite Hub for your Business Continuity Plans;
  • A New Zimbabwe – Mauritius still key for channelling Investments; and
  • Mauritian Regulatory updates.

Please feel free to forward this newsletter onto anyone who may find it interesting, visit our website www.adansoniaholdings.com for more information on our services, and any comments can be directed to Brendon.jones@adansoniaholdings.com.



ADANSONIA MANAGEMENT SERVICES LIMITED – NEW OFFICES AND NEW EXECUTIVE

 

We would like to take this opportunity to welcome Mark Elliott to the Adansonia Group in his role as Business Development Executive. Mark has recently joined the Group to assist with the business development and managing of existing/new relationships of the rapidly expanding company. He has a wealth of experience in structured finance, having worked at Investec and RMB for a total of 12 years. Mark is also an avid sportsman having completed 5 Ironman events and will be participating in the Adansonia Cycle tour around the Island in May – welcome Mark.


The recent acquisition of another floor of office space in La Croisette. Suite 302, measuring 295 square metres has been concluded and the space revamped. Adansonia Management Services Limited moved into the space on the 1st March, having outgrown its previous offices and the new space will also allow for future growth. We look forward to welcoming you to the new offices when you are next in Mauritius.


ADANSONIA INSURANCE BROKERS LIMITED – A NEW ADDITION TO OUR “ONE STOP OFFERING”


In its continued drive to provide a more comprehensive range of financial and business services, Adansonia has expanded its offering to include an insurance broker capability for clients. The Group is experiencing more and more requests from clients with business operations in Africa for assistance in obtaining all risk, political risk, professional indemnity, director and officer liability, medical and key man life insurance cover. Given that insurance markets across sub-Saharan Africa are complex, partly due to the nature of the risks and the uniqueness of the governing insurance legislation applicable in each country, the ability to service the different markets from a single insurance broker is paramount.


Subject to shortly securing regulatory approval, we plan to officially launch Adansonia Insurance Brokers Limited, a Mauritian regulated insurance broker which will provide a seamless and cost competitive offering to our clients in sub-Sahara Africa including Mauritius. 


Adansonia Insurance Brokers Limited is a joint venture between Adansonia Holdings Limited and Ivory Group Holdings Limited (“IGH”). IGH through their brands, SATIB Insurance Brokers and African Risk Transfer Limited, have been operating across the African Continent since 1990 when the Group was established.  With almost 30 years insurance broking and risk management experience, IGH have been offering a truly Pan African solution via their 16 branch offices spread out across Africa including the Indian Ocean Islands.  


This partnership will enable Adansonia Insurance Brokers Limited to source a broad range of insurance products for industries including but not limited to asset and fund managers, mining, marine and logistics, construction and engineering, real estate and manufacturing. The partnership will offer exclusive insurance facilities with some of the largest insurers and reinsurers in the world including Lloyds of London. 


Adansonia Insurance Brokers Limited in conjunction with African Risk Transfer Limited undertake to seamlessly source comprehensive and competitive quotes by understanding your requirements and then implementing and administering these policies on an ongoing basis. 


Please contact Mark (mark.elliott@adansoniaholdings.com), with any insurance requirements.



ADANSONIA PE OPPORTUNITIES LIMITED - FUND UPDATE


Adansonia PE Opportunities Limited (“APEO”) has now been operational for 2 years and has made 5 investments with total capital invested of USD 7.3 million. APEO’s investment objective is to generate above average returns from the investment opportunities introduced by the APEO directors through their involvement with various investment structures and/or corporate networks, mainly in Africa.


In summary, for the quarter ended March 2018, the net effect of valuation adjustments made during the quarter under review is a return of 3.1%. We received fresh capital subscriptions for USD 2.86 million during the quarter, of which USD400k was applied to increase our investment in Alphamin, and USD500k was invested into the largest operational subsidiary in the African Alpha fast moving consumer goods stable in Ethiopia in which we already have an investment.


APEO has recently committed to investing USD 1.5 million into a UK holding company which operates sports betting licences in a number of African countries including Kenya, Uganda, Nigeria, Ghana and Zambia. 


For a full overview of investments to date, please click on the link below:


http://adansoniaholdings.com/reports/2018/ADANSONIAInvestorUpdateMarch18.html



PERRIERI IT SOLUTIONS LIMITED – AN OFFSITE HUB FOR YOUR BUSINESS CONTINUITY PLANS


Perrieri IT Solutions Limited is an information technology (“IT”) infrastructure and services provider to Corporates and Entrepreneurs. With the continued vulnerabilities of IT systems as a result of ransomware and the like, IT data security and integrity have now become paramount for the sustainable success of any business. 


Based in Mauritius, Perrieri IT Solutions Limited can address these issues through our secure server room facilities, aimed at providing company offsite backup and co-location services. Our technical support team can help companies to proactively prepare for and deal with unforeseen major disruptions.  Our server room is equipped with fire detection and automated gas suppression systems with reliable bandwidth services, which has been independently assessed by PwC.


Perrieri IT Solutions Limited currently provides company offsite backup and co-location services not only to Mauritian companies, but also to foreign companies.


Apart from our offsite backup and co-locations services, Perrier IT Solutions Limited provides a holistic, one-stop and cost-effective solutions for clients requiring:

  • Design and implementation of secure office IT infrastructure, telephony and network systems, according to client specific specifications
  • Implementation and ongoing maintenance of office IT infrastructure according to pre-agreed service level agreements
  • State of the art server hosting capabilities including backup, replication and business continuity solutions
  • Web site and graphic design services 
  • Microsoft 365 email and office solutions

Please contact Sachin Bhundoo (sachin@perrieriitsolutions.com) with any IT or offsite requirements.



A NEW ZIMBABWE – MAURITIUS STILL KEY FOR CHANNELLING INVESTMENTS


Hammond Des Fontaine, a Chartered Accountant (Zimbabwe) based in Harare, with over 22 years of experience in professional services, having formerly been a Tax Partner and Tax leader for Deloitte Central Africa, provides some insight into the use and application of the Mauritian – Zimbabwe Double Taxation agreement:


With recent changes in the political landscape in Zimbabwe, there is once again a renewed interest in Zimbabwe as a potential investment destination going forward.  


Zimbabwe and Mauritius entered into a Double Taxation Agreement (“DTA”) in 1993 with the purpose of avoiding double taxation with respect to taxes on income and capital. Although the passage of time has seen several changes in the underlying business environment in Zimbabwe, the DTA remains attractive to investors and businesses that deal with Zimbabwe. 


Zimbabwe and Mauritius entered into a Double Taxation Agreement (“DTA”) in 1993 with the purpose of avoiding double taxation with respect to taxes on income and capital. Although the passage of time has seen several changes in the underlying business environment in Zimbabwe, the DTA remains attractive to investors and businesses that deal with Zimbabwe. 


The DTA applies to residents of any of the two states. Notable in this regard is that Mauritius has alternative licensing statuses for different business. Commonly these include Global Business Licence Type 1 and Type 2 companies. Although Type 2 companies are licensed and incorporated in Mauritius, they are not considered “resident” in Mauritius and accordingly the provisions of the DTA cannot be availed to them. 


The DTA like all other conventions has a provision in regard to permanent establishments (PE). A PE is essentially a fixed place of business through which the business of an enterprise is wholly or partly carried on. It specifically includes a place of management, a branch, and office, a factory, a workshop, a warehouse (of person providing storage facilities), a mine, an oil or gas well, a quarry or other place of extraction of natural resources or an installation or structure used for the exploration of natural resources, and a farm or planation. 


It also encompasses building sites or construction sites, assembly or installation projects or supervisory activities in connection therewith. In this regard, however such activities would only constitute a PE if they continue for more than six months for the same or connected site, project or activity.


A PE is deemed not to include certain specific activities which are considered preparatory or auxiliary in character.


A PE can also include the activities of an agent who is not considered an agent of independent status. 


Once a PE of a Mauritian enterprise is found to be established in Zimbabwe, it is liable to tax in Zimbabwe with regards to the business profits that are attributable to the activities of that PE. This means it will essentially be taxed in a similar manner as a normal resident business. Its taxable income is subject to tax at the standard rate of 25,75% (unless any tax incentive rates may apply in regard to the specific operations).   


The DTA however provides for certain specific rules in regard to the determination of business profits attributable to a PE. 

  • Attributable profits are all of the profits which the PE would be expected to make if it were a distinct and separate enterprise engaged in the same or similar activities under the same or similar conditions and dealing wholly independently of the enterprise of its parent. 
  • Most expenses are allowed as a deduction, including general administrative expenses which would ordinarily be restricted in Zimbabwe. 
  • Limits are imposed on certain expenditure such as the payment of royalties, fees or other similar payments to the head office of the enterprise. 
  • No profits shall be attributed to a PE by reason of the mere purchase by that PE of goods or merchandise for the enterprise. 

The Zimbabwean Companies Act allows for a PE status to be legalised through the licensing of a place of business of a foreign company, which is commonly referred to a Branch of a foreign company. Liability to tax still arises regardless of the license status.  


A PE structure has an advantage over a company/subsidiary type structure in that it does not suffer any secondary taxes on profit distributions where as a company paying a dividend will suffer withholding taxes at the applicable rate (see below).


Profits from the operation of ships or aircraft in international traffic shall only be taxable in the contracting state in which the place of effective management is situated.


The DTA allows for Zimbabwe to tax interest at a maximum rate of 10%. Zimbabwe however no longer applies a withholding tax on interest, but this may still be relevant if for example any interest of a Mauritian resident is found to be Zimbabwean source income which could otherwise be taxable at the standard rate of 25,75%. The interest could therefore potentially be taxed at most at a rate of 10%.


Dividends payable by a Zimbabwean company to a Mauritian company will suffer withholding tax at 10% provided the beneficial owner is a company (other than a partnership) which controls, directly or indirectly, at least 25% of the voting power of the company. In other instances, it will default to the standard rate of 15%.


Royalties payable from Zimbabwe suffer a withholding tax of 15%. The DTA rate is consistent with the domestic rate. Royalties under this DTA, unlike newer conventions, also includes right or use/rental payments for the use of industrial, commercial or scientific equipment.


Capital Gains relating to alienation of immovable property in Zimbabwe or shares in a Zimbabwean company can be subject to Capital Gains tax in Zimbabwe. The normal rate is 20%[1]. Gains from the alienation of shares in a Zimbabwean company by a Mauritian resident can however escape Capital Gains Tax in Zimbabwe provided that the assets of the Zimbabwean company do not comprise (directly or indirectly) principally of immovable property situated in Zimbabwe.  This is an attractive condition for investors who are considering longer term equity investments in Zimbabwe.[1] Listed securities suffer a 1% Capital Gains Withholding Tax as a final tax. Immovable property and shares in other companies acquired before February 2009 suffer a 5% CGT on sale price as a final tax.


Individuals who provide services in their individual capacity from a fixed base in Zimbabwe are essentially considered in a similar manner as a business operating a PE. If they do not have a fixed base regularly available to them in Zimbabwe then they should escape taxation in Zimbabwe.


Employees of a Mauritian company working in Zimbabwe can be taxed in Zimbabwe except where the employee is not present in Zimbabwe for more than 183 days in the fiscal year (January to December) and the remuneration is paid by or on behalf of an employer that is not resident of Zimbabwe and the remuneration is not borne by a PE or fixed base which the employer has in Zimbabwe.  Please note that all three conditions need to be met. 


Director’s fees can be taxed in Zimbabwe if they are earned in the capacity as a member of a board of directors of Zimbabwean company. In practice a withholding tax of 20% is applied to such where the director is a non- executive. 


The DTA goes on to provide for a number of other specific treatments in respect of other sources or types of income such as that of artistes and athletes, pensions, governmental functions, students, professors and teachers which detail is beyond the scope of this article. 


It is notable however that the DTA does not have any specific article covering Technical Fees. It is contended that unless such fees are attributable to the activities of a PE in Zimbabwe or are in respect of independent professional services attributable to a fixed base in Zimbabwe, then they should escape taxation in Zimbabwe. In practice however, Zimbabwe imposes a 15% withholding tax on such fees being the Non-Residents tax on Fees. It is noted that this tax is specifically scoped into the DTA and therefore subject to it. It is contended that Zimbabwe should not be imposing this tax on Mauritian residents other than in the circumstances already mentioned. At the very least this should be refundable in cases where it has been withheld. 


Hammond is currently in private practice serving multinationals, local corporates and individuals. He has extensive experience in inbound investor advisory, corporate and transaction structuring and tax advisory services and can be contacted on desfontaineh@gmail.com and +263 772 231 279.


_________________________

[1] Listed securities suffer a 1% Capital Gains Withholding Tax as a final tax. Immovable property and shares in other companies acquired before February 2009 suffer a 5% CGT on sale price as a final tax.



REGULATORY UPDATES


National Code of Corporate Governance


The FSC issued a Circular Letter on 28 February 2018 to specify clearly the obligations of the licensees under the National Code of Corporate Governance (the “Code”) which was published in the Government Gazette on 3 December 2016. 


Adansonia Management Services Limited is well versed with the Code and can provide guidance on its applicability to your business and also assist with the implementation of new processes and committees to comply with the Code.


Change in the Data Protection Act


A new Data Protection Act 2017 was issued in December 2017 to align the legal framework in Mauritius with the General Data Protection Rules (“GDPR”) adopted by the European Union in 2016. The GDPR has extra-territorial applicability and affects entities outside Europe that holds or uses personal data of European citizens. The GDPR comes into effect on 25 May 2018.


The Adansonia group of companies is proud to have adopted an IT infrastructure which makes it GDPR compliant.


The FSC rated as largely observant by IAIS on Information Exchange and Supervisory Cooperation


The International Association of Insurance Supervisors (“IAIS”) has rated the Financial ServicesCommission, Mauritius (“FSC”) as largely observant to Insurance Core Principles (“ICPs”) onInformation Exchange and Supervisory Cooperation.


Established in 1994, the IAIS is the international standard setting body responsible for developing and assisting in the implementation of principles, standards and other supporting material for the supervision of the insurance sector. Its mission is to promote effective and globally consistent supervision of the insurance industry in order to develop and maintain fair, safe and stable insurance markets for the benefit and protection of policyholders and to contribute to global financial stability. The IAIS regroups insurance supervisors and regulators from more than 200 jurisdictions, of which the FSC is a member since 1994.


Signature of MoU between the Financial Services Commission, Mauritius and the Financial Conduct Authority, UK


The Financial Services Commission, Mauritius (“FSC”) and the Financial Conduct Authority,United Kingdom (“FCA”) entered into a Memorandum of Understanding (“MoU”) on 10th of April 2018. 


This MoU establishes a framework for mutual collaboration in matters relating to financialservices, exchange of information and investigative assistance in connection with the supervisionand oversight of entities under the purview of both regulatory authorities.


Annual Licence Fees


The deadline for payment of annual licence fees to the Mauritius Financial Services Commission (“FSC”) is 29 June 2018. We would appreciate if all clients could settle all outstanding fees in a prompt manner so that we can in turn remit all fees to the FSC on time.