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South Africa: JSE consultation paper to reform listings framework

18 May 2022
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As part of the JSE’s active focus on remaining relevant and competitive in order to retain and attract more listings and capital markets activity, the JSE has released a further consultation paper considering the following proposals:

  • Market segmentation: It is proposed that mid/low-cap companies be provided with regulatory relief by splitting the current two-tiered equities market from the Main Board and AltX into two segments at Main Board level and establishing a growth board (for SMEs to have an effective and appropriate level of regulation depending on the market cap and level of liquidity concerned).
  • Dual class shares: The introduction of dual class shares is being proposed (i.e. low or high voting shares, being shares of different classes holding different numbers of votes per shares).
  • Technology Board: The JSE would like to establish a Technology Board to invite tech IPOs to take place through more inclusive and adaptable listing rules to support technology and innovation enterprises. It is anticipated that this would allow, inter alia:
    • dual class share structures;
    • no profit or qualified audit opinion over the last two years;
    • a lower threshold for subscribed capital;
    • a lower level of equity shares in issue and a lower free float threshold; and
    • broader ranges for cat 1 and 2 transactions and issue for cash authorities.
  • Free float: The 20% free float threshold for a Main Board listing is a deterrent to listing and may be reconsidered, alongside reconsidering public spread criteria as applied to institutional investors.
  • Depositary receipts: The JSE would like to allow African listed companies to access the JSE through depositary receipts to gain exposure to African listed securities.
  • Simplification of the JSELR: The aim is to use plain language and reduce the volume of the JSELR.
  • Auditor accreditation: This may be removed for applicants whose auditors are regulated by the Independent Regulatory Board for Auditors (IRBA).
  • REIT expansion: The JSE is considering expanding its REIT offering beyond property (e.g. to include infrastructure).
  • Review of SPACs: Further alignment with international leading markets is sought to ensure the attractiveness of SPACs.
  • Financial Reporting Disclosures: The JSE aims to simplify these.
  • Actively Managed Certificates and Actively Managed Exchange Traded Funds: Expansion of specialist securities offerings is in the pipeline.
  • Specialist securities rejuvenation project: The JSE intends to remove administrative provisions and align the provisions with international best practice going forward.
  • Repositioning the BEE segment: Simplification of the BEE Listings Requirements is sought to allow BEE companies to list on a stand alone basis, where trading will only be allowed between eligible BEE participants.
  • Review of Secondary Listings Framework: The JSE would like to expand its list of approved and accredited exchanges to facilitate these (e.g. the Singapore Stock Exchange was added to the list in 2021 and also qualified for the fast-track secondary listing route).

The JSE invites comments by Monday 20 June, after which it will engage with the Financial Sector Conduct Authority (FSCA) for approval.