Proposed amendments to JSE listings requirements

The JSE has recently published proposed amendments the listings requirements

(Please click here to access the full report Amendment Schedule), a few areas of interest are noted below:

1. A delisting will require a 75% vote instead of the current 50%+.

2. Both Press and SENS announcements will need to include disclosure of Key Audit Matters included on the audit or review report.

3. An announcement must now be made as soon as possible when there is a change in auditor, whether due to termination or non-reappointment or resignation; the announcement must include disclosure of:

  • whether the change was initiated by the issuer or the audit firm;
  • the reason(s) for the change;
  • the effective date of the change of audit firm; and
  • the name of the newly appointed audit firm (or the fact that no decision has been made on the appointment of a new audit firm yet).

4. Paragraph (l) has been included in section 3.84, requiring shareholder approval for the appointment of any director.

5. The proposed amendment to the CEO and FD responsibility statement in 3.84(k) softens the statement to state: “to the best of our knowledge and belief, no facts have been omitted or untrue statements made” and changes the last paragraph to allow for an option to include “have remediated the deficiency” or “the necessary suitable actions to remedy these deficiencies have been put in place”.

6. Details of resolutions either added or amended at AGMs or general meetings are to be included in the SENS announcement re the meeting.

7. The definition of public shareholders has been expanded to include an associate of the applicant issuer and/or of any of its major subsidiary/ies.

8. Clarification that the prorate repurchase of securities in a group by a subsidiary from all shareholders does not require shareholder approval.

9. The JSE has included the requirement for a mandate to be in place before shares can be traded through a repurchase programme by an independent agent during prohibited periods. The repurchase programme must be submitted to the JSE in writing prior to the commencement of the prohibited period and must include the following details.

10. Additional details are to be disclosed for borrowings including all material commitments, lease payments and contingent liabilities.

11. Documents and consents that are usually required to be made available at the physical premises of the issuer and now also permitted to be rather made electronically available.

12. The listed company’s own financial statements must now also be published, not only when they contain additional significant information.

13. There are additional disclosure requirements for pre-listing statements in terms of section 18.20.

This document does not talk to all the changes that are proposed, only a few are highlighted. This is just a summary and should be read in context with the actual changes recommended by the JSE.

The JSE has requested comments on the proposed amendments by the 15th October 2021. If any of these changes affect your company, please take time to work through them and consider making your voice heard.