Johannesburg, 27 October 2022: In May this year and as part of its ongoing efforts to ensure that the bourse is fair, efficient, transparent, and competitive, the Johannesburg Stock Exchange (JSE) released a consultation paper, requesting stakeholders to comment on a raft of proposals.
In August, the JSE released a response paper outlining the feedback received from market participants, which showed favourable support from an overwhelming majority of commentators. The JSE further mentioned that it would be taking a phased approach to implementing the amendments.
As a result, the JSE is prioritising the following amendments to its listing requirements and debt listing requirements.
Dual class shares: Considering developments in other leading international markets, the JSE is proposing amendments to introduce dual-class shares for applicants seeking a listing on the Main Board. The proposed amendments are accompanied by appropriate safeguards to afford the necessary investor protection and will allow the JSE to remain competitive and to attract new listings.
Free Float – New Listings: The UK and EU have reconsidered the level of free float required on the listing, which has been identified as a deterrent to the listing. In line with these developments, the JSE is proposing amendments to reduce the 20% free float threshold to 10%.
Free Float Assessment: Currently one type of holdings of securities that do not qualify as free float on listing, is any holdings of 10% or more in the securities of an issuer, irrespective of such shareholder’s relationship with the company. The proposed amendments will remove the 10% holdings free float exclusion, however introducing a minimum number of shareholders and introducing a more appropriate exclusion for controlling shareholders, to align with certain peer exchanges.
Review of Special Purpose Acquisition Companies: During 2020 and 2021 the pandemic raised volatility levels, making traditional listings riskier. This resulted in a SPAC boom, especially in the US, although interest may have tapered recently. The JSE’s current SPAC offering is accessible and flexible, but the JSE is proposing amendments to align with international leading markets to ensure the attractiveness and competitiveness of SPACs to issuers and investors.
Financial Reporting Disclosures: Following its “cutting red tape” initiatives, the JSE is proposing to remove the obligation to produce an abridged report when the issuer has published its audited annual financial statements on the issuer’s website. The JSE is also proposing simplification of the financial reporting requirements and removing provisions that do not provide regulatory value. These changes will save time and costs for companies.
Debt Listings Requirements
Annual Improvement Project 2022: The Annual Improvement Project mainly aims to propose amendments to the Debt Requirements, where the JSE has determined that (i) certain provisions in the Debt Requirements require more clarity/context and/or (ii) there is ambiguity in the interpretation which needs to be remedied.
“It is our ongoing objective to create an enabling environment for listing on the JSE as we take into account international best practices as we evolve our listing requirements,” says Andre Visser, Director of Issuer Regulation at the JSE.
“We believe the above-proposed amendments will go a long way in providing a conducive and internationally competitive environment for capital raising on the JSE with appropriate safeguards to ensure investor protection and to attract new listings,” concludes Visser.
Interested parties are invited to comment on the consultation paper on or before Wednesday, 30 November 2022. Comments can be sent via e-mail to [email protected].
ABOUT THE JSE
The Johannesburg Stock Exchange (JSE) has a well-established history operating as a marketplace for trading financial products. It is a pioneering, globally connected exchange group that enables inclusive economic growth through trusted, world class, socially responsible products, and services for the investor of the future. It offers secure and efficient primary and secondary capital markets across a diverse range of securities, spanning equities, derivatives, and debt markets. It prides itself as being the market of choice for local and international investors looking to gain exposure to leading capital markets on the African continent. The JSE is currently ranked in the Top 20 largest stock exchanges in the world by market capitalisation, and is the largest stock exchange in Africa, having been in operation for 135 years.
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