The JSE has proposed changes to its Corporate Action Timetables, as set out here. Mark-up is available for this round of changes against the provisions that are currently in force.
These are open for public comment until 9 June 2025. Although they are not specifically related to the JSE Simplification Project, these changes, once in force, will remain applicable once the JSE Simplification Project has been implemented (which we understand is aimed at Q3 2025, albeit that the timing is fluid and dependant on separate public consultation processes being followed by the Financial Sector Conduct Authority). A detailed set of changes as set out by the JSE in respect of its Simplification Project is available here.
Key proposed changes on all corporate actions
The definitions have been pulled across verbatim from the JSELR and it is proposed that these be amended only where indicated specifically, as set out below.
- All terms that previously referred to the term ‘mother share’ are to be changed to ‘source share’.
- The following definitions are to be amended:
- first day to trade (FDT) will be deleted as it will not being used;
- list date (LD). D-2 ‘list date’ will be amended globally to ‘ex-date’;
- D+2 has been amended globally to ‘Termination of securities on the JSE trading system at commencement of business’; and
- pursuant to the changes described above to approach on calculations of cash payments around fractional shares, D-1 has been included for clarity purposes as ‘Cash payment in respect of fractions announced on SENS by 11h00’.
When a finalisation announcement is published before D-8, the announcement can be published at any time of a business day on SENS. The 11h00 requirement will continue to apply.
When the finalisation announcement is published before D-8, the announcement can be published at any time of a business day on SENS, without this having to take place by 11h00. (If the finalisation announcement is made eight days before the record date and five days before the last day to trade, it would have to continue to be made by 11h00, as is currently the case).
The JSE has considered the various scenarios for the calculation of fractional entitlements, which includes when no trading has taken place. In respect of fractional entitlements, when no trading has taken place on the ex-date, the issuer must use the last traded closing price available before the ex-date, less 10%, in calculating the cash payment in relation to the fraction.
The last time to publish an announcement regarding the currency conversion rate in relation to cash payments declared in a foreign currency and converted to Rand at the exchange rate is 11h00. This time is not currently set out.
The existing Guidance Letter: ‘Information to be included in SENS announcements’ dated October 2013 is to be removed and its contents included in the corporate action timetables. This largely concerns the fact that dual-listed issuers must advise and obtain approval from the JSE on timetables for corporate actions, since the JSE needs to accommodate the applicable processing times for shareholders on the South African register.
The level of detail required in SENS announcements is being clarified: These should include:
- changes to instrument details (alpha code, short name, long name and ISIN). It is also being clarified that if the ISIN changes, the company cannot retain its statistical history; and
- the financial period for all payments (ie maiden, interim, final and/ or special), failing which, the JSE will capture the announcement in the period announced.
Key proposed changes on specific corporate action timetables
In respect of an offer to shareholders for a conditional cash/ share settlement, it is being clarified that the earliest ex-date will be D-2.
In respect of schemes of arrangement, mergers or amalgamations, it must be stated on the declaration date if part elections (ie a combination of cash or shares) are applicable.
A new corporate action timetable has been introduced for Investment Product Distributions.
A new corporate action timetable has been introduced for a new listing that amounts to a ‘fast-track listing’. This was not previously provided for. The key days crucial to note in relation to a fast-track listing will be:
- D-5, being the day that the JSE Settlement Authority provides confirmation of listing dates; an announcement is to be published; and the prospectus/ pre-listing statement distributed;
- D-2, being the day that the final Part II documents are to be submitted by 9h00 to avoid postponement of the listing date; and
- D, being the day of listing.
