Following the JSE’s release of the final version of its simplified JSE Listings Requirements (Requirements) in December 2025, South Africans begin the new year in anticipation of its effective date of 13 January 2026 for new listings and 16 February 2026 for all other purposes.
A detailed set of changes as set out by the JSE in respect of its Simplification Project is available here.
We expect that the JSE will release updated checklists and release guidance notes explaining the way forward over the next month.
Latest amendments
Although the latest amendments are largely superficial, these include a few worth noting concerning the following:
- The construct of net asset value had already been introduced in previous drafts of the amended Requirements in respect of listing eligibility criteria, including listings for SPACs and investment entities, but the latest changes clarify that this construct will be equally applicable to development stage companies, property entities and mining companies. By way of recap, the existing subscribed capital calculation in listing criteria is considered prohibitive, as this excludes items (i) recorded in the financial statements in terms of IFRS, (ii) substantiated by the business of the issuer and (iii) independently assured by the applicant’s auditor. The introduction of the net asset value construct is based on the audited financial statements of the issuer, as a simpler and more meaningful measure for determination of suitability for listing.
- Clarification has been provided that a weighted voting share structure is not available on ALTx. Similarly, the listing of preference shares is not possible on ALTx.
- The secondary listing provisions have been enhanced to allow for an applicant with a primary listing on a local exchange to seek a secondary listing on the main board or AlTx, granting an opportunity that is similar to applicants with a primary listing on a foreign exchange.
- Throughout the revised Requirements, where consent for the disclosure of beneficial ownership has been refused, such refusal must be submitted to the JSE and a statement to that effect must be included in the related announcement.
- Schedule 9 has been introduced to read similarly to the currently applicable Schedule 14 on share incentive schemes, but the JSE ultimately intends to remove this schedule in its entirety, in line with various corporate governance amendments that will correlate with changes to the companies regime, which we anticipate will be finalised in the near future.
Summary of key changes
The key substantive changes introduced by the Requirements, when considered against the JSE Listings Requirements that are currently in force remain as follows:
- Issue for cash – reforms will be made to the issue of shares for cash regime which includes:
- A reduction in the requisite level of shareholders’ approval. It is proposed that an issuer should obtain approval in a general meeting through an ordinary resolution for both a specific authority and a general authority to issue shares for cash. The currently imposed 75% ordinary resolution has been reconsidered as it is not in line with the market standard of other international exchanges. However, applicants should bear in mind that a 75% resolution may nonetheless become applicable if so required in terms of the Companies Act of 2008;
- removal of a fairness opinion for related party issuances. The independent members of the board will however be required to express an opinion whether the issue price is fair to shareholders. Furthermore, participants and their associates will be excluded from voting; this will only be needed it if directors voluntarily wish to produce one or if the event of a removal of a listing; and
- removal of the pro forma financial information requirement.
- Repurchases – similar reforms are being made to the repurchase regime, largely as set out above under issues for cash, which include:
- reduction in level of shareholders’ approval (to an ordinary resolution). However, depending on the circumstances, a 75% threshold will still be required in accordance with s48(8) of the Companies Act of 2008;
- removal of a fairness opinion for related party issuances; and
- removal of the pro forma financial information requirement.
