Taking into account the provisions for governing bodies that apply under the ‘Freedom of Information Act’ (‘Wet openbaarheid van bestuur’) and the ‘Data Protection Act’ (‘Wet bescherming persoonsgegevens’), the Fund Manager of the DGGF part ‘Financing local SMEs’ will publish its anticipated transactions.
Views
Parties can express their views on the proposed transaction to the Fund Manager by contacting dggf@pwc.com within 30 days after the publication date of the notice. After the transaction has been closed, or after it has become clear that the transaction will not take place, the Fund Manager will respond as soon as possible to these Parties concluding on the expressed views by these Parties.
Description of proposed transaction
Part of DGGF
Financing Local SMEs
Name of Intermediary Fund (IF)
Mitsiry Biodiversity & Climate Fund (“MBCF”)
Domicile IF
MBCF will be domiciled in Mauritius. The fund is tax transparent.
Name of manager of the IF
Mitsiry Partners
Nature of the activities of the IF
MBCF is a 10 -year close-ended mezzanine fund targeting nature positive SMEs in Madagascar, with selective investments in Mozambique and Comoros (up to 20%).
Size of proposed investment
USD 5 million. With this investment DGGF is contributing to a total expected fund size of approximately USD 50 million.
Intended transaction date
The Fund Manager aims to close the agreement with Mitsiry Biodiversity & Climate Fund in Q4 2026.
Expected financial results
A positive net financial return on the investment is expected.
Expected impact
The Fund seeks to generate formal employment, strengthen local value chains, and promote inclusive economic growth while contributing to biodiversity protection and climate resilience.
ESG compliance
As a condition for DGGF investment, Mitsiry will update their exclusion list and Environmental and Social Due Diligence (ESDD) questionnaire to ensure all relevant ESG risks are adequately covered, in line with most recent DGGF ESG standards. MBCF shall also share ESG due diligence documentation for the first two investments after implementation of the revised ESDD.
Tax compliance
MBCF be established in Mauritius as a tax transparent limited partnership. Consequently, Mitsiry is disregarded for Mauritius tax purposes and will not be considered a Mauritius tax resident, nor will it be subject to Mauritius corporate income tax. Rather, the investors in the Fund will be taxed in their jurisdictions of residence on their respective share of the investment income.
The SMEs in which Mitsiry invests are in principle subject to the local statutory tax rates. Mitsiry is not making use of artificial constructions to lower its taxation or the taxation of the SMEs it invests in. The fund requires the companies it invests in to comply with local laws and regulations, amongst others, those regarding tax and Mitsiry will monitor if the SMEs meet their tax obligations. DGGF will monitor whether Mitsiry will meet its ongoing tax obligations and acts in accordance with the DGGF tax criteria. According to DGGF criteria, the tax team has proposed standard and specific conditions to be included in the investment agreement to continuously comply with DGGF tax criteria.