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JSE
GEN
GEN - JSE Limited - Amendments to the JSE Listings Requirements
JSE LIMITED
AMENDMENTS TO THE JSE LISTINGS REQUIREMENTS
The JSE Limited ("JSE") wishes to advise that the consultation process referred
to in its announcement of 25 May 2007 has been completed and that the new
Requirements have been distributed by LexisNexis. They will become effective on
15 October 2007 with the exception of the new categorization Requirements and
listing particulars threshold which only become effective for corporate actions
announced on or after 1 January 2008. The JSE, however, encourages earlier
implementation from 15 October 2007.
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, the need to express an opinion on the reasonable
aspects of a transaction is removed. 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, the JSE will no longer pre-approve 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.
13 September 2007
Date: 13/09/2007 16:48:01 Produced by the JSE SENS Department.
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