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JSE
GEN
GEN - Proposed amendments to the JSE Listings Requirements
PROPOSED AMENDMENTS TO THE JSE LISTINGS REQUIREMENTS
The JSE Limited ("JSE") wishes to advise that it is proposing certain amendments
to the Listings Requirements ("Requirements") in order to incorporate current
practice and to further align those Requirements with international best
standards. The principal changes include the following:
* Allowing a company to list on the main board without the required profit
history under certain conditions.
* Whilst the current Requirements require the production of a fair and
reasonable opinion in certain instances, it is proposed to remove the need
to express an opinion on the reasonable aspects of a transaction. This is
not only in line with international practice but it will result in the
focus being placed on value and consequently the more objective aspects of
a transaction. The JSE will still allow experts to express an opinion on a
transaction`s reasonable aspects but this will be voluntary.
* Removal of the requirement to produce a fairness opinion in certain
instances where it is felt that the 30 day weighted average traded price
can be relied upon as a measure with which to gauge the fairness of a
transaction.
* Removal of the requirement for a fairness opinion where the subject of a
transaction is a mineral asset and where an independent competent person`s
report has been prepared which includes a valuation.
* Allowing the expert who produces the fairness opinion to address the
opinion to the board of directors and not to shareholders.
* Introduction of a threshold where shareholders` approval is not required on
an issue of shares for cash provided it is conducted at a market related
price.
* In terms of the existing requirements, a sponsor has an obligation to
ensure that announcements are complete and in compliance with the
requirements before they are submitted to the JSE. In light of this and in
order to release the announcements faster, it is proposed that the JSE no
longer pre-approves announcements.
* Providing a further exemption from the need to produce listing particulars
in those instances where the issue relates only to an issue of shares for
cash.
* Removal of the need for a circular for a category two transaction and
lowering the category one threshold to 25% from 30%.
* In light of the above, lowering the threshold for the production of listing
particulars to 25% from 30%.
* Allowing share repurchases in a prohibited period under certain
circumstances provided that the relevant mandate is given outside of such
period without the ability to subsequently amend it.
* The requirement for auditors to review certain announcements has been
reassessed where it is felt that it does not add any specific benefit to
shareholders.
* Reducing the spread requirement for a new listing to 300 public
shareholders.
* Introduction of specific requirements to govern companies in severe
financial difficulty.
The draft amendments are available on the JSE`s website www.jse.co.za and all
interested parties are invited to provide comments on the proposals by no later
than 29 June 2007. All comments must be in writing and addressed to:
Andre Visser
andrev@jse.co.za
Fax: +27 11 520 8596
Tel: +27 11 520 7065
25 May 2007
Date: 25/05/2007 17:00:01 Produced by the JSE SENS Department.
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