[Last updated: 1 January 2024, unless otherwise noted]

Prior to any application being made or documents being drafted, a company that is seeking a listing on the Main Board should first establish if it is going to make an offer of securities to the South African public or if it wishes to list by way of private placement.

Prospectus requirements

Should an applicant decide to list on the Main Board by way of an offer to the public, within the meaning of the South African Companies Act, 2008 (Companies Act), that offer must be accompanied by a registered prospectus complying with the requirements set out in the Companies Act, in addition to complying with the JSE's listing requirements (as detailed below). In order for a prospectus to be considered as registered, the prospectus must comply with the requirements of the Companies Act and must have been filed for registration together with any prescribed documents within 10 business days after the date of the prospectus and thereafter must have been registered with the CIPC.

If an offer is required to be accompanied by a prospectus, the prospectus must contain all information that an investor may reasonably require to assess the assets and liabilities, financial position, profits and losses, cash flow and prospects of the company in which a right or interest is to be acquired and the securities being offered and rights attached to them. In addition, the prospectus must adhere to the prescribed specifications as set out in the Companies Act and the regulations promulgated thereunder, which prescribe certain requirements with regard to the form and content of a prospectus.

No securities of an entity incorporated in a jurisdiction outside South Africa may be offered to the public unless a copy of such entity's constitutional documents and a list of the names and addresses of its directors have been filed with the CIPC within 90 business days before the offer to the public is made.

When issuing a prospectus, the applicant must ensure that the prospectus includes all the material information concerning the offer set out in separate sections and paragraphs in the following order and must include at least the information set out beneath such section:

• Section 1 – Information about the company whose securities are being offered, including:
  • Name, address and incorporation.
  • Directors, other office holders or material third parties.
  • History, state of affairs and prospects of the company.
  • Share capital of the company.
  • Options or preferential rights in respect of securities.
  • Commissions paid or payable in respect of underwriting.
  • Material contracts.
  • Interests of directors and promoter.
  • Loans.
  • Shares issued or to be issued otherwise than for cash.
  • Property acquired or to be acquired.
  • Amounts paid or payable to promoters.
  • Preliminary expenses and issue expenses.
• Section 2 – Information about the offered securities, including:
  • Purpose of the offer.
  • Time and date of the opening and closing of the offer.
  • Particulars of the offer.
  • Minimum subscription.
• Section 3 – Statements and reports related to the offer, including:
  • Statement as to adequacy of capital.
  • Report by directors as to material changes.
  • Statement as to listing on the stock exchange.
  • Report by auditor where a business undertaking is to be acquired.
  • Report by auditor where the company will acquire a subsidiary.
  • Report by auditor of the company.
• Section 4 – Additional material information, which is material information relating to the offer not contemplated above.
• Section 5 – Inapplicable or immaterial matters, which is a list of information that is required in in accordance with the above but is not applicable in the circumstances of the offer.

In circumstances where an offer is not an offer to the public, the applicant will not be required to issue a prospectus in compliance with the Companies Act. However, the applicant is still required to issue a pre-listing statement in compliance with the JSE's listing requirements.

Pre-listing statement requirements

A pre-listing statement must contain the information as set out in the JSE's listing requirements according to the nature and circumstances of the applicant and the type of security being listed. In addition, the applicant must provide such additional information as the JSE may consider investors reasonably require for the purposes of making an informed assessment of the prospects and status of the applicant.

The JSE's listing requirements do not set out a prescribed format for a pre-listing statement, except that:

• The JSE may require that prominence be given to important information in such a manner as it considers appropriate.
• A pre-listing statement must provide factual information in words and figures, in as easily analyzable and comprehensive a form as possible.
• The following information must appear on the cover page together with the names of, where applicable, the issuer, sponsor, investment/merchant bank, auditors, financial advisers, attorneys and any other specialist advisers:
  • Share capital of the company.
  • Directors' responsibility statement (details set out below).
  • Particulars of the issue.
  • To the extent that the pre-listing statement is a prospectus, a statement that it has been registered with the CIPC.

Applicants are required to provide all the information required to be disclosed in a pre-listing statement in terms of the listing requirements. Where required information is inappropriate to the applicant's sphere of activity or legal form, the information must be adequately adapted so that the equivalent information is provided, and negative statements are required in all instances except where the JSE agrees otherwise.

A pre-listing statement is required to include the following information:

• Details of the applicant and its capital, including:
  • The name and incorporation details of the applicant as well as the address of its registered office and transfer office.
  • The applicant's share capital, including details relating to different classes of shares, number of shares, value of each class of shares and the total number of treasury shares as well as a description of the rights attaching to the respective securities and information regarding the consents necessary for the variation of those rights.
  • A summary of any issues or offers of securities of the applicant and/or its major subsidiaries (being a subsidiary that represents 25% or more of total assets or revenue of the consolidated group based on a company's latest published interim or year-end financial results) and by any subsidiary where such issues or offers were material to the applicant during the preceding three years.
  • A statement advising who controls the issue or disposal of the authorized but unissued securities, such as directors or shareholders in general meeting.
  • A summary of any consolidations or subdivisions of securities during the preceding three years.
  • A statement as to what other classes of securities are listed and on which stock exchanges.
  • Information regarding the borrowing powers of the applicant, its major subsidiaries and any subsidiary, where such borrowing powers are material to the applicant, exercisable by the directors and the manner in which such borrowing powers may be varied, as well as any exchange control or other restrictions on the borrowing powers of the applicant or any of its major subsidiaries.
  • Details of material loans, including issued debentures, made to the applicant and/or any of its subsidiaries.
  • Details of all material commitments, lease payments and contingent liabilities.
  • Details of material loans made by the applicant, its major subsidiaries and any subsidiary where such loans are material to the applicant.
  • Names of the controlling shareholders of the applicant and, insofar as it is known to the applicant, the name of any shareholder other than a director, that, directly or indirectly, is beneficially interested in 5% or more of a class of securities, issued by the applicant, together with the amount of each such shareholders' interest.
  • A statement confirming that the required level of public shareholders has been achieved.
• Details of the directors, managers, company secretary and advisors (including auditors, bankers, sponsor and attorneys) of the applicant, specifying, among other things, the principal activities performed by directors (including any activities performed outside the group where these are significant with respect to the group), remuneration and benefits paid or accrued and details of the interests of any director or promoter in securities and/or transactions of the applicant (as contained in the directors' declarations to be submitted together with the applicant's listing application).
• Details of the securities for which application is being made, including a statement specifying the purpose of the offer giving reasons why it is considered necessary for the applicant to raise capital in terms of such offer and details of the minimum amount that in the opinion of the directors must be raised by the issue or offer of securities in order to provide the amounts required for payment of fees and expenses and any amounts required in order to achieve the purpose of the offer.
• Details of group activities, including:
  • A general history of the applicant and its major subsidiaries.
  • A general description of the business carried on or to be carried on by the applicant and its major subsidiaries, detailing the degree of any government protection and of any investment encouragement law affecting the business.
  • Details of any material changes in the business of the applicant during the past five years.
  • The opinion of the directors, stating the grounds therefore, as to the prospects of the business of the applicant and its major subsidiaries and of any subsidiary or business undertaking to be acquired, together with any relevant material information.
  • Any change in controlling shareholders and trading objects of the applicant and its major subsidiaries during the previous five years.
  • Details of material acquisitions and disposals of securities in or the business of any other company or immovable properties during the past three years or proposed acquisition by the applicant or any of its major subsidiaries, or any subsidiary where the acquisition or proposed acquisition is material to the applicant.
  • Information of any legal or arbitration proceedings pending or threatened in the last 12 months that may have a material adverse effect on the group's financial position.
• Information regarding every material contract entered into by the applicant, or any of its major subsidiaries or by any subsidiary where it is material to the applicant, being restrictive funding arrangements and/or a contract entered into otherwise than in the ordinary course of the business carried on, or proposed to be carried on, by the applicant or any of its subsidiaries which was entered into within the two years prior to the date of the pre-listing statement or which contains an obligation or settlement that is material to the issuer or its subsidiaries at the date of the pre-listing statement.
• A statement regarding the issuer's implementation of the King Code through the application of the King Code disclosure and application regime (refer to 5 below).
• A statement by (i) the social and ethics committee of the applicant issuer that it has fulfilled its mandate as prescribed by the regulations to the Companies Act and that there are no instances of material non-compliance to disclose (if instances of material non-compliance exist, these items must be disclosed) and (ii) the directors confirming that the applicant issuer is in compliance with the provisions of the Companies Act or relevant laws of establishment and operating in conformity with its constitutional documents.
• A description of all material risks which are specific to the issuer, its industry and/or its securities.
• Financial information in relation to the applicant, including:
  • Accountant's report on the applicant and the assets that are the subject of the transaction, if any.
  • A report on the historical financial information.
  • A statement by the directors of the applicant that in their opinion the working capital available to the applicant and its subsidiaries, if any, is sufficient for the group's present requirements for at least the next 12 months from the date of issue of the listing particulars, or, if not, and the applicant has securities already listed, how it is proposed to provide the additional working capital thought by the applicant to be necessary.
  • A description of any material change in the financial or trading position of the applicant and its subsidiaries that has occurred since the end of the last financial period for which either audited financial statements or unaudited interim reports have been published.
  • Profit forecasts and pro forma statements.

A directors' responsibility statement must be made by the directors whereby they collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the prospectus or pre-listing statement contains all information required by law and the JSE Listings Requirements. A pre-listing statement must be signed by every director of the applicant or by his agent or attorney, with a copy of the authority of such agent or attorney provided to the JSE and must be formally approved by the JSE before publication.

Additional requirements for mineral companies

Where the company seeking a listing on the JSE is a mineral company, the pre-listing statement must also include the following:

• A public report (either in full or a detailed executive summary) prepared on the mineral assets and projects of the company, which complies with the listing requirements as well as the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC Code) and the South African Code for reporting of Mineral Asset Valuation (SAMVAL Code) and is signed by the lead Competent Person or defined in the SAMREC Code.
• Details of any beneficial interest of each director, Competent Person, Competent Valuator or related party has (or, within two years of the date of the pre-listing statement, had) in the share capital of the applicant or in any relevant asset.
• A statement by the directors of the applicant regarding any legal proceedings that may have an influence on the rights to explore or mine, or an appropriate negative statement.
• Confirmation that the applicant, or its group is in possession of the necessary legal title or ownership rights to explore, mine or explore and mine the relevant minerals.

Alternative and additional requirements for property entities

Requirements relating to the provision of audited historical financial information in relation to the applicant are limited to the extent that there are no historical operations. A property entity must also include the following additional information in its pre-listing statement:

• A pro forma statement of financial position and a forecast statement of comprehensive income, including separate disclosure of (i) rental and non-rental revenue, (ii) contracted, near-contracted and uncontracted rental revenue, (iii) rental and non-rental revenue, together with a special property forecast report from an auditor on such statements prepared in accordance with the Listing Requirements.
• Specified information in relation to the property portfolio and in respect of each specific property in the portfolio.
• A valuation report prepared by an independent registered valuer on the entire property portfolio.

Documents for inspection

Each applicant is required to ensure that certain documents relating to the applicant and its major subsidiaries (including copies of the applicant's constitutional documents, all material contracts, audited financial statements since the date of incorporation or for the last three years, whichever is the lesser, reports referred to in the prospectus or pre-listing statement and service agreements with directors, managers or secretaries, underwriters, vendors and promoters entered into during the last three years, the latest sworn appraisals or valuations relative to movable or immovable property, any trust deed or agreement affecting the governance of the applicant or the interests of shareholders) are made available for inspection at the place where the applicant has its registered office and in Johannesburg for a reasonable period of time (not less than 14 days) prior to listing.

Secondary listings

An applicant seeking a secondary listing on the JSE must produce a pre-listing statement in compliance with the JSE's listing requirements save as otherwise specifically stated in the Listings Requirements. The applicant must disclose in its pre-listing statement headline earnings per share and diluted headline earnings per share together with an itemized reconciliation between headline earnings and the earnings used in the calculation. The JSE will accept financial information prepared in accordance with IFRS, IFRS as adopted by the European Union, and UK, US, Australian, or Canadian GAAP. In addition, the JSE may accept extracts of financial information which have been prepared in accordance with such accounting frameworks, provided that the information was published subsequent to the applicant being granted a listing on the exchange where it has a primary listing and in accordance with that exchange's listing requirements. Please refer to the JSE Listing Requirements for a more detailed overview of the secondary listing requirements.

Typical process and timetable for listing of a company

The length of time required to list a company from the kick-off meeting to the actual listing depends on a number of factors, such as the quality of the internal records of the company, the due diligence process and whether all requisite documents and approvals are available or have been obtained. In addition, whether or not the offer of securities is an offer to the public will have a bearing on the timeline. As mentioned above, where an offer to the public is concerned, a prospectus conforming to certain additional requirements as set out in the Companies Act and registered with the CIPC is required, which will expand the timeline. 

The following diagram summarizes the process for a listing application on the Main Board.

Link to Diagram

The documentation requirements described in this section assume that no offer to the public is made and an issue price for the listed securities is fixed in the pre-listing statement. To the extent that no fixed price is specified in the pre-listing statement, but rather a range for the issue price, announcement of the final issue price will be made after close of the offer.