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JSE
GEN
GEN - General - Amendments to Listings Requirements in light of the Companies
Act, 2008 (Act No. 71 of 2008)
In light of the Companies Act, 2008 (Act No. 71 of 2008) ("the Act") the JSE
needs to amend certain provisions in the Listings Requirements. The JSE hereby
invites the public to comment on the amendments to the Listings Requirements.
The amended Listings Requirements can be found on the JSE website
(http://www.jse.co.za/How-To-List-A-Company/Main-Board/Listing-
requirements/Announcements-regarding-listing-requirements.aspx). Please note
that all comments must provided to the JSE by no later than close of business
day on Monday, 7 February 2011. Comments can be sent to the following address
thandekam@jse.co.za
Herewith is a summary of some of the proposed amendments to the Listings
requirements -
1. Various grammatical and typographical amendments to align the Listings
Requirements with the Act e.g. references to Commission as opposed to CIPRO
or Registrar of Companies; Panel as opposed to SRP; to Memorandum of
Incorporation ("MOI") as opposed to articles of association.
2. Widened definition of associate.
3. Distribution of circulars and annual reports electronically in accordance
with S6(10) and (11) of the Act, thus the deletion of Schedule 23.
4. Extending the grounds for suspension in Section 1 of the Listings
Requirements.
5. For the purpose of resolutions proposed in terms of the Listings
Requirements wherein any votes are to be excluded from that resolution
(e.g. a related party), any proxy given by a holder of securities to the
holder of such an excluded vote, shall be excluded from voting for the
purposes of that resolution.
6. An issuer that has received a notice in terms of Section 122(1) of the Act
(i.e. acquisition or disposal of beneficial interest in securities) must
within 48 hours after receipt of such a notice publish the information
provided in the notice on SENS.
7. An issuer has a duty to notify the JSE of any notices or resolution taken
in relation to business rescue proceedings as well as in respect of S163
(relief from oppressive, prejudicial, abuse if separate juristic
personality of a company) and 171 (issuance of compliance notices) of the
Act.
8. Capitalisation issue and scrip dividends no longer require shareholder
approval, only the approval of the board in terms of the Act.
9. A pro rata share repurchase no longer requires shareholder approval.
10. Recognising the concept of shareholder appraisal rights in terms of S164 of
the Act and the need to inform shareholders of shareholders that have
exercised such rights.
11. Pro rata payment to all shareholders does not require shareholder approval,
save if the payment is a payment in species into an unlisted environment.
12. Shareholders must vote by special resolution in the event that the company
wishes to alter its share capital for instance in terms of S36 of the Act;
conversion of ordinary shares into redeemable preference shares; and
conversion of securities of any class into securities of any other class,
whether issued or not.
13. Recognising the concept of delinquent directors and directors placed under
probation in terms of the Act, by requiring companies to disclose this
information in circulars and prelisting statements.
14. Exclusion of the following from the definition of transaction -
"(iii) a transaction between a wholly-owned subsidiary of the listed
company and the listed company; or between or among
(a) two or more wholly-owned subsidiaries of the same listed company;
or
(b) a wholly-owned subsidiary of a listed company on the one hand ,
and that listed company and one or more wholly-owned subsidiaries of that
listed company, on the other hand."
15. An applicant must be registered as a company/ external company in terms of
the Act prior to any listings on the JSE and provide the JSE with the
registration certificate issued by the Commission.
16. An issuer may not grant any special privileges to the holder of any debt
instrument, as defined in Section 43 of the Act. In the event that the debt
instrument results in the allotment of shares or substitution of debt
instrument for shares or substitution of the debt instrument for shares of
an issuer, the provisions of paragraphs 5.50 of the Listings Requirements
will apply at the time of issuing the debt instrument.
17. The designated advisor to Altx companies must be invited to and must attend
all audit committee meetings and advise the audit committee on the Listings
Requirements.
18. Schedule 10 has been amended in its entirety.
19. A name of a company may not be a registration number.
07 January 2011
Date: 07/01/2011 09:00:01 Produced by the JSE SENS Department.
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