Secondary listing on the johannesburg Stock Exchange

Introduction

The Johannesburg Stock Trade (JSE) is a single of the top 20 exchanges by sector capitalisation globally and Africa’s most significant stock trade. It is an trade with a sturdy observe document and gains from great regulation and programs that satisfy international sector expectations. Another exciting characteristic of the JSE is the amount of providers shown on the JSE that are also shown somewhere else. They involve South Africa dependent businesses that have a listing on yet another exchange (all over 70 companies), but also providers recognized outside South Africa that have detailed their shares on the JSE by way of a secondary listing (all-around 65 firms). This briefing focuses on the options for organizations whose shares are outlined somewhere else to create a secondary listing of their shares on the JSE.

Causes for a dual listing

There are a variety of causes why a company whose shares are presently listed on one more trade might think about a secondary listing of its shares. These secondary listing could diversify its investor foundation, in particular, the place the goal trader market is as a end result of regulatory, geographical or time-zone motives fragmented. It may well also make improvements to brand recognition in the sector of its secondary listing and exhibit motivation to the area in which it is functioning. If the corporation wishes to set up equity-primarily based worker incentive strategies for its area personnel, then a secondary listing may well also be opportune for regulatory or tax causes. 

Why a twin listing on the JSE?

A secondary listing in South Africa will have more strengths due to the fact it permits the enterprise to entry investors in Africa’s most sophisticated fiscal hub that attracts a significant amount of regionally functioning investors and financiers. It also provides entry to South Africa’s nicely set up institutional and retail investor group. For the latter, it has an benefit that, due to the fact the shares will be traded in ZAR, the financial investment in securities detailed on the JSE does not involve the use of overseas asset allowances under South Africa’s foreign exchange polices. On the other hand, the funds raised by the corporation in South Africa is freely transferable abroad and does hence not want to be used locally. As will be mentioned in far more detail below, the JSE facilitates secondary listings of international corporations by taking a pragmatic strategy to secondary listings through the application of a speedy-track listing procedure and streamlined disclosure demands.

How to listing on the JSE?

The JSE has two markets, particularly the JSE Main Board and AltX. The latter is a parallel industry centered on great quality, small and medium-sized large advancement organizations and operates as a springboard on to the JSE’s Major Board. Both of those markets permit secondary listings. A secondary listing is probable if the firm is by now listed on a “recognised trade”. Recognised exchanges for this objective are in relation to the Principal Board, (i) Australian Securities Exchange (ii) London Stock Exchange (iii) NYSE (iv) Toronto Stock Exchange (v) Nasdaq Stock Sector (vi) Euronext Amsterdam (vii) Euronext Brussels (viii) Frankfurt Stock Exchange (ix) Luxembourg Inventory Exchange and (x) Six Swiss Exchange.

For the AltX market, it also incorporates associates of the Environment Federation of Exchanges. The JSE facilitates compliance with its policies by allowing for a company to comply with continual disclosure specifications of the exchange of its primary listing in lieu of all those of the JSE.

Listing Regulations

A summary of the listing needs for the JSE Major Board and AltX is established out down below, nevertheless, the JSE can concur to deviate from these specifications for investment decision entities and mineral and house businesses.

JSE Primary Board

Subject to planning a pre-listing statement, candidates in search of to listing on the JSE’s Primary Board should, among other folks:

1. have a major listing on an approved trade on at least on an equal board/trade to that for which software is staying made on the JSE
2. have a subscribed capital of R50,000,000
3. have fairness shares in problem of not less than R25,000,000
4. deliver audited money statements for the previous 3 (three) monetary a long time, with an audited gain of R15,000,000 pre-tax getting into account the headline earnings adjustment on a pre-tax foundation or have a subscribed money of R500,000,000
5. carry on an impartial business enterprise as its major action, either by itself or through subsidiaries, supported by historic earnings-earning historical past making it possible for it to regulate the bulk of its property and have completed so for a interval of at the very least 6 (6) months or invested a vast majority of its property in securities of other firms detailed on the JSE for a period of at the very least 6 (6) months or 12 (twelve) months and
6. make certain the public maintain 20% of each individual class of fairness securities to be certain fair liquidity.

AltX

Topic to planning a pre-listing statement, an applicant issuer implementing for a listing on AltX must, among many others:

1. have a main listing on an accredited trade on at minimum on an equivalent board/exchange to that for which application is becoming designed on the JSE
2. appoint a Selected Adviser (“DA”) and ensure the DA complies with the Listings Specifications, except if delivered that the applicant issuer appoints and maintains a sponsor
3. have share funds of at the very least R2,000,000
4. be certain the community hold a minimal of 10% of each class of equity securities to assure acceptable liquidity.
5. appoint an govt financial director satisfactory to the applicant issuer’s audit committee as to the fiscal director’s knowledge and encounter
6. create a financial gain forecast for the remaining money year of listing and one particular total monetary year thereafter and
7. the applicant have to have management (which for the applications of this segment is described as at the very least 50% + 1 of the voting shares) over the the greater part of its property.

Quick monitor listing procedure

In simplify the listing process, the JSE introduced a fast-monitor listing procedure to enable firms now outlined on significant stock exchanges for a period of at the very least 18 months, to position a secondary listing on AltX or the JSE’s Primary Board. The pursuing exchanges are accredited by the JSE for the quick-keep track of listing course of action (i) Australia Inventory Exchange (ii) London Inventory Trade (iii) New York Stock Exchange (NYSE) and NYSE Euronext, and (iv) Toronto Stock Trade.

The JSE can accredit other exchanges on an ad-hoc foundation. Organizations outlined on accredited exchanges that use the speedy-monitor listing procedure do not have to have to post a pre-listing assertion but only announce the listing. The announcement must have selected disclosure things pursuant to the listing requirements and information of the actual listing on the JSE, which has been geared up in accordance with the demands of its key listing. The rapidly-monitor listing system aims to decrease the time and expenditures related with a secondary listing.

Help with listing

Prior to listing on the JSE, firms must take into account appointing competent and knowledgeable professionals to assist and recommend on, inter alia, the applicability of the listing necessities, the duties and obligations of administrators of a outlined corporation, drafting and publishing listing documents, reporting on the gains and financial posture of the corporation for the preceding a few years, approvals necessary to list, printing and issuing share certificates, selling the impression of the company, and many other challenges relating to the listing approach.

Constant disclosure

Issue to constrained exceptions, the JSE will allow for the specifications of the primary exchange to just take precedence in relation to applicant issuers with a secondary listing on the JSE. The exceptions are mainly supposed to make sure a coordinated disclosure of information in the marketplaces of its major and secondary listing.

Summary

The JSE has adopted different steps to facilitate the listing of corporations that previously have a listing on yet another trustworthy securities exchange. This gives corporations an possibility to increase their trader foundation as perfectly as strengthen brand name recognition in one of the primary global fiscal marketplaces.