| Fri 2 Jun 2006, 8:00 | | JSE Limited - Abridged Pre-Listing Statement |
|
JSE
JSE
JSE Limited - Abridged Pre-Listing Statement
JSE Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/022939/06)
ISIN: ZAE000079711
Share code: JSE
("JSE")
ABRIDGED PRE-LISTING STATEMENT
This abridged prelisting statement is not an invitation to subscribe for
shares in the JSE ("JSE Shares"), but is issued in compliance with the
Listings Requirements of the JSE Limited ("the Listings Requirements") for
the purpose of providing information to the public with regard to the JSE
Shares to be listed on the JSE.
The information in this abridged pre-listing statement has been extracted
from the circular to JSE shareholders, which incorporates the required pre-
listing particulars of the JSE, dated 13 April 2006 ("Circular").
The special resolution (authorising the subdivision of JSE Shares) which
was passed at the general meeting of shareholders held on 9 May 2006, has
been registered by the Registrar of Companies and the listing is therefore
unconditional. In addition, as the necessary shareholder resolutions were
adopted, both the Broad-based BEE Initiative and the Employee Scheme will
take place implemented on the terms and conditions set out in the Circular.
The Registrar of Securities Services has agreed to the listing of the
entire issued ordinary share capital of JSE in the "General Financial -
Investment Services" sector under the abbreviated name "JSE". The
subdivision and listing of the JSE Shares will be at 8:00 and 8:30
respectively on Monday, 5 June 2006.
Background to the listing of JSE
The JSE is licensed as an exchange under the Securities Services Act, 2004.
It has operated as a market place for the trading of financial products for
nearly 120 years. In this time, the JSE has evolved from a traditional
floor based equities trading market to a modern securities exchange with
extensive surveillance capabilities providing fully electronic trading,
clearing and settlement in equities, financial derivatives and agricultural
products and other associated instruments. The JSE is also a major provider
of financial information.
Upon its restructuring in December 2000, the JSE implemented a series of
initiatives aimed at converting the JSE from a mutual to an incorporated
entity. Notably, the JSE introduced an independent board of directors,
amended the JSE"s constitution to be more akin to articles of association
and, to the extent possible for a mutual, started complying with the
Listings Requirements and with the King Code. Notwithstanding these
innovations, the JSE could not declare dividends without jeopardising its
statutory tax-exempt status and had very limited equity capital raising
options. In addition, membership and ownership of the JSE were statutorily
linked and trading in JSE rights (which represented an ownership stake in
the JSE) was limited to users (members) of the JSE.
With the removal of its tax-exempt status, the JSE demutualised on 1 July
2005, and since then has been operating as a public, unlisted company.
Essentially, the JSE currently has all of the obligations of being listed,
but its shareholders do not have the benefits of a truly transparent and
easily accessible market in which to trade JSE Shares. Despite low
liquidity, the JSE Share price has seen remarkable growth since the
demutualisation, with the first trade taking place at R30 per share while
at the end of December 2005 JSE Shares were trading at R125 per share. At
the date of this announcement, JSE Shares are trading in a range of between
R220 and R240 per share.
2. Description of business
The JSE"s main business lines are listings, trading, clearing and
settlement services, technology and related services and information
product sales.
The JSE currently lists the shares of 340 companies on its Main Board
and the shares of 19 companies on AltX. The JSE also lists a number of
innovative equity-based products, such as warrants and exchange traded
funds, on its Main Board.
The JSE"s diversified product range means that it is not completely
dependent on a single product range for its revenue.
The JSE acquired an 11.1% shareholding in the SAFEX Clearing Company
(Pty) Limited ("SAFCOM") when it purchased the business of the South
African Futures Exchange in 2001. The JSE has management control of
SAFCOM. SAFCOM is a central counterparty in which risk from trades in
derivative products is assumed by the clearing members which accept
the relevant trades. SAFCOM is operated by the JSE on a break-even
basis.
The JSE owns 41% of the ordinary shares and 50% of the zero coupon
preference shares in STRATE Limited ("STRATE"). STRATE is a central
securities depository licensed under the Securities Services Act, 2004
and is responsible for the electronic settlement of all transactions
on the JSE"s equities, warrants and, in respect of the JSE"s interest
rate products markets, spot bonds.
3. Share capital
Details of the JSE"s authorised and issued share capital, as at the
date of listing, will be as follows:
Authorised share 400 000 000 ordinary JSE Shares
capital with a par value of 10 cents each
Issued share 84 271 275 ordinary JSE Shares with
capital a par value of 10 cents each (this
number includes the issue of the
first tranche of 868 775 JSE Shares
after the listing to the JSE
Empowerment Fund under the Broad-
based BEE Initiative)
All the issued ordinary JSE shares will be listed.
4. Directors
The names and addresses of the Directors are set out below:
Name Address
Non-Executive Directors
Humphrey John Borkum 138 West Street
(Board Chairman and Chairman Sandown
of Nominations Committee) Johannesburg
2196
Anton Dirk Botha 17 Termo Avenue
(Lead Non-executive Director Techno Park
and Chairman of Human Stellenbosch
Resources Committee) 7600
Malcolm Robert Johnston 5th Floor, First National
House
11 Diagonal Street
Johannesburg
2001
Stephen Koseff Investec Bank Limited
100 Grayston Drive
Sandton
2196
Wendy Yvonne Nomathemba Luhabe 98 7th Avenue
Melville
2092
Andile Mancoba Mazwai 2nd Floor
Barnard Jacobs Mellet House
5 Sturdee Avenue
Rosebank
2196
Nkhumelani Samuel Nematswerani 1st Floor, Block A
(Chairman of Audit Committee) 28 Sloane Street
Bryanston
2021
Nigel Payne (Chairman of Risk 17 Westbrooke Drive
Management Committee) Strathavon
2031
Gloria Tomatoe Serobe 61 Central Avenue
Houghton
2041
Executive Directors
Russell Mark Loubser One Exchange Square
(Chief Executive Officer) Gwen Lane
Sandown
2196
Nicola Frances Newton-King One Exchange Square
(Deputy Chief Executive Gwen Lane
Officer) Sandown
2196
Leanne Violet Parsons One Exchange Square
(Chief Operating Officer) Gwen Lane
Sandown
2196
John Henry Burke One Exchange Square
(Director: Issuer Services) Gwen Lane
Sandown
2196
Geoffrey Rothschild One Exchange Square
(Director: Marketing) Gwen Lane
Sandown
2196
Alternate Directors
Adam Mark Horowitz 138 West Street
(Alternate to Mr Borkum) Sandown
2196
David Lawrence 100 Grayston Drive
(Alternate to Mr Koseff) Sandton
2196
5. Circular
This is an extract of the pre-listing statement issued on 13 April
2006. English copies of the Circular may be obtained during business
hours from the date of publication hereof up to an including 30 June
2006, at the following addresses:
* JSE Limited, One Exchange Square, Gwen Lane, Sandown;
* STRATE Limited, 1st Floor, 9 Fricker Road, Illovo, Johannesburg; and
* the JSE"s website at www.jse.co.za under Investor Relations
Sandton
2 June 2006
Joint financial adviser and sponsor
RAND MERCHANT BANK (A divison of FirstRand Bank Limited)
Joint financial adviser
Morgan Stanley South Africa
Independent reporting accountants
KPMG Inc.
Independent professional expert
KPMG Services (Proprietary) Limited
Attorneys
Webber Wentzel Bowens
Date: 02/06/2006 08:00:13 AM Produced by the JSE SENS Department
