Investors in PPPs, large-scale projects and business concessions are required (i) to sell between 5% and 20% of the equity capital to Mozambican investors within 5 years from the start of operations, and (ii) to ensure the participation of Mozambican public or private legal entities in the capital of the venture/consortium, under the terms that the parties negotiate and agree on, without prejudice to the point (i).
"Article 2
(Object)
1. The purpose of this Law is to establish the guidelines for the process of contracting, implementing and monitoring public-private partnership ventures, large-scale projects and business concessions.
2. For the purposes of this Law, it constitutes:
a) public-private partnership, abbreviated as PPP, the enterprise in an area of public domain, excluding mineral and petroleum resources, or in an area of public service provision, in which, by contract and under financing, in whole or in part of the private partner, the latter undertakes, vis-à-vis the partner
public, to carry out the necessary investment and explore the respective activity, for the efficient provision of services or goods that the State is responsible for guaranteeing their availability to users.
b) Large-scale project, abbreviated as PGD, the investment venture authorized or contracted by the Government, whose value exceeds, with reference to the date of 1 January
2009, in the amount of MZN12.5 billion [about USD 200 million];
c) Business concession, abbreviated as EC, the enterprise whose object is the prospecting, exploration, extraction and/or exploitation of natural resources or other national resources or heritage assets, carried out under the terms of the respective contract or other form of securitization of the rights granted by the Government within the scope of this undertaking.
[...]
Article 33
(Financial benefits)
1. The financial benefits of the PPP, PGD and EC undertaking, for the Country, must be expressly included in the contract to be signed between the contracting party and the contracted party, namely:
a) the participation reserved for sale, via the stock market in favor of economic inclusion in commercial market terms, preferably of Mozambican individuals, in the capital of the venture or in the capital of the consortium, whether or not foreign investment is involved, guaranteed through:
(i) from the State or another public entity indicated by it, in a percentage not lower than 5% nor higher than 20% of said capital; or
(ii) of the entity implementing the project, of the same level of participation for its unconditional sale, under the same terms and conditions set forth in sub-item (i) above.
b) the opportunity for Mozambican public or private legal entities to participate in the capital of the venture or in the capital of the consortium, under the terms that the parties negotiate and agree on, without prejudice to the provisions of (i) and (ii) of subparagraph a) above.
[...]
ANNEX - GLOSSARY
For the purposes of this Law, it is understood by:
(THE) [...]
Public domain area - any area of natural resources or potential or activity whose property is reserved, on an exclusive basis, for the State, under the terms of the Constitution of the Republic, namely the areas of natural resources existing in the soil, subsoil, waters inland, territorial sea, continental maritime platform, exclusive economic zones, as well as roads and bridges, railways, ports and airports, energy and hydraulic potential, airspace and the telecommunications spectrum and other assets classified as such by law, in the territory of the Republic of Mozambique.[...]" (Law No. 15/2011 establishing the guidelines for the contracting, implementing and monitoring process of public-private partnerships, large-scale projects and business concessions. [google translation])
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"CHAPTER VI - Benefit sharing
SECTION I - Financial benefits
ARTICLE 64
(Participation of natural persons)
1. The economic inclusion in each PPP, PGD and EC undertaking through the participation of 5% to 20% reserved for sale, through the stock market, preferably for Mozambican individuals in the share capital of the contractor or implementing entity or in the capital of the consortium, must be ensured, giving priority to the offer of shares of the aforementioned capital of the venture, under the terms provided for in subparagraph a) of paragraph 1 of article 33 of Law no. 15/2011, of 10 August, and whose par value per share must be of an affordable amount for its acquisition by the majority of the Mozambican population with limited economic means.
2. The size of the shareholding reserved for sale to individuals, up to a maximum of 20% of the share capital of the enterprise or the respective consortium, which must be guaranteed by the State or another public entity or by the implementing entity itself or under the terms in that they agree and to be explained in the contract, depends on the real purchasing capacity of its recipients, in the terms established in the previous number and in the following paragraphs 3 to 5.
3. The sale of the participation referred to in paragraphs 1 to 2 of this article must take place in a phased manner and, at the latest, up to the fifth year from the start of operation of the enterprise, using to the banking network services throughout the Mozambican territory and ensuring the national dispersion of the sale of shares of the share capital in sale in favor of the economic inclusion of Mozambicans in each PPP, PGD and EC undertaking.
4. The reference price for the sale, pursuant to paragraphs 1 to 3 of this article, of shares in venture or consortium capital not listed on the Stock Exchange must be determined by an independent entity selected through a tender.
5. The provisions of paragraphs 1, 2 and 4 of this article also apply in cases where the participation reserved for sale in favor of economic inclusion is guaranteed by the entity implementing the undertaking under the terms set out in subparagraph (ii) ) of paragraph a) of no. 1 of article 33 of Law no. 15/2011, of 10 August.
ARTICLE 65
(Participation of legal persons)
1. The opportunity for Mozambican public or private legal entities to participate in PPP, PGD and EC undertakings, pursuant to subparagraph b) of paragraph 1 of article 33 of Law no. it can occur in any of the phases of the enterprise and in the terms in which the parties negotiate and agree.
2. For the assignment of rights to exploit natural resources, the State reserves the right to negotiate a free participation, corresponding to at least 5% of the share capital, at any stage of the enterprise, pursuant to paragraph b) of no. 1 of article 33 of Law no. 15/2011, of 10 August.[...]" (Decree No. 16/2012 approving the Regulation on guidelines for the contracting, implementing and monitoring process of public-private partnerships, large-scale projects and business concessions.[google translation])
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"Chapter I. General provisions
Article 1. Definitions
1) For the purposes of this Law, the following definitions shall apply: [...]
j. Foreign investor — individual or corporate person bringing to Mozambique from abroad capital and resources belonging to or at the own account and risk of the said person, with a view of carrying out direct foreign investment as defined in paragraph 1m) of this Article, in a project under this Law;
l. National investor — individual or corporate person who makes available capital and resources belonging to or at the own account and risk of said person, with the aim of carrying out direct national investment, as defined in paragraph In) of this Article, in a project approved in accordance with this Law;
m. Direct foreign investment — any form of foreign capital contribution valuable in monetary terms which constitutes own equity capital or resources at the own account and risk of the foreign investor, brought from external sources and to be used in an investment project for carrying out an economic activity, through a company registered in Mozambique and operating from Mozambican territory; [...]
q. Foreign person — any individual whose nationality is not Mozambican, or, in the case of a corporate person, the company originally formed under the legislation of another country, or which, having been formed in the Republic of Mozambique under Mozambican laws, has more than 50% (Fifty percent) of the respective share capital held by foreign persons, as provided for in paragraph 2 of this Article;
r. Mozambican person — any citizen of Mozambican nationality or any company or institution formed and registered under Mozambican laws, with headquarters in the Republic of Mozambique, and in which the respective share capital belongs at least 50% (Fifty percent) to Mozambican citizens, companies or institutions, whether private or public;[...]" (Law No. 3/93 of 24 June on Investment)
Law No. 15/2011 establishing the guidelines for the contracting, implementing and monitoring process of public-private partnerships, large-scale projects and business concessions. [google translation]
Decree No. 16/2012 approving the Regulation on guidelines for the contracting, implementing and monitoring process of public-private partnerships, large-scale projects and business concessions.[google translation]
[<a href="http://extwprlegs1.fao.org/docs/pdf/moz165015.pdf">Law</a>],[<a href="http://extwprlegs1.fao.org/docs/pdf/moz165016.pdf">Decree</a>],[<a href="https://investmentpolicy.unctad.org/investment-laws/laws/108/mozambique-investment-law">Law</a>]