[Last updated: 1 February 2026, 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 seek a listing by way of an introduction, an offer of securities to the public or private placement. An applicant seeking a listing on the Main Board is required to prepare a pre-listing statement in accordance with the new Listings Requirements. However, if such listing also constitutes an offer of securities to the public, per the Companies Act, 71 of 2008 (Companies Act), then such pre-listing statement must include a prospectus, complying with the additional requirements set out in the Companies Act, and be filed with the Companies and Intellectual Property Commission (CIPC).

Pre-listing statement requirements

While the revised JSE Listings Requirements have moved away from long, itemized lists of required information, the pre-listing statement is still expected to cover (at an appropriate level of detail) the same type of information.

A pre-listing statement must provide:

• Full information to holders of securities and investors to allow them to make an informed investment decision.
• Not omit material information – however the JSE may, on application, allow for the omission of information or a material contract in limited circumstances and as provided for in the Listings Requirements.
• Not include false or misleading statements.
• Be approved by the JSE and comply with the corporate action timetables.

The Listings Requirements do not set out a prescribed format for a pre-listing statement. However, the pre-listing statement must include the information contained Appendix 1 to the Listings Requirements. Applicant issuers are also required to submit Part I documents as prescribed by the Listings Requirements (available here on the JSE's website) before formal approval of the listing will be granted and Part II documents no later than 48 hours before the date of listing (unless otherwise agreed by the JSE in terms of the listing timetable).

In preparing a pre-listing statement, applicants are required to ensure that:

• The pre-listing statement is prepared in English.
• The information set out in the pre-listing statement is clear, factual and presented in a chronological and easily understandable format.
• Pictures and graphs may be included provided they directly support the information presented.
• The information is current as at the issue date of the pre-listing statement, or as near to that date as possible. If not, an explanation must be provided.
• Prominence is given to certain information, if required by the JSE.
• The pre-listing statement discloses additional information as the JSE considers necessary for holders of securities and investors to make an informed investment decision.
• The directors of the applicant issuer take responsibility for the contents of the pre-listing statement.
• Information prepared in terms of the Listings Requirements and incorporated by reference is disclosed under a dedicated heading identifying that the relevant information is available on the applicant issuer's website and accessible electronically for a minimum period of 14 days.
• The pre-listing statement is delivered to all security holders at the cost of the issuer.
• An appropriate heading is included drawing attention to the importance of the document and advising holders of securities that if they are in any doubt as to what action to take, to consult appropriate independent advisers.
• The information required under Appendix 1 to section 10 of the Listings Requirements is provided.

Amendments to, or additional requirements, may apply to pre-listing statements for mining companies, property entities, minerals and oil/gas companies, investment entities and SPACs, as set out in the revised JSE Listings Requirements.

The sponsor and the applicant issuer must immediately notify the JSE of any material objections received regarding the listing of the applicant during the period from release of the listing announcement up to the submission of all prescribed documents for Part I and Part II.

If an application for listing requires approval of the South Africa Reserve Bank (SARB), the JSE will only provide its approval once SARB approval has been submitted to the JSE.

Prospectus requirements

Should an applicant decide to list on the Main Board through an offer of securities to the public, within the meaning of the Companies Act, that offer must be accompanied by a registered prospectus complying with the requirements for a pre-listing statement as set out above and the additional requirements set out in the Companies Act for a prospectus. If a pre-listing statement includes a prospectus, the cover page of that prospectus should confirm that the CIPC has filed (approved) the prospectus. 

In circumstances where an offer is not an offer to the public, the applicant will not be required to file and 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 Listings Requirements.

Documents for inspection

Each applicant is required to ensure that certain documents relating to the applicant and its major subsidiaries are made available for inspection at the place where the applicant has its registered office and in Johannesburg, and/or through a secure electronic manner at the election of the person requesting inspection for a minimum period of 14 days prior to listing. These documents include copies of the applicant's constitutional documents, all material contracts, audited financial statements (if applicable) since the date of incorporation or for the last three years, whichever is the lesser, together with all notes, certificates, or information required by the Companies Act, all reports referred to in the prospectus or pre-listing statement, letters, financial statements, valuations and statements by an expert and service agreements with directors, managers or secretaries, underwriters, vendors and promoters entered into during the last three years, any trust deed or agreement affecting the governance of the applicant or the interests of shareholders and the latest CPR and/or QRE report (if applicable).

Secondary listings

An applicant seeking a secondary listing on the JSE must produce a pre-listing statement in compliance with the JSE's Listings Requirements save as otherwise specifically stated in the Listings Requirements. If the applicant seeks to rely on the fast-track secondary listing, it will not be required to prepare a pre-listing statement, and only a pre-listing announcement in compliance with the Listings Requirements.  The applicant must satisfy the listing criteria outlined above, including the Free Float requirement on its South African share register or it must have in place arrangements to the satisfaction of the JSE's clearing and settlement division to ensure that sufficient scrip is available on the South African share register.  The applicant must confirm that it is in full compliance with all of the listing requirements of its primary exchange and 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 additional financial information in terms of the accounting frameworks provided that: it was prepared and issued in terms of the listings requirements of the primary exchange, the extracts are in compliance with IAS 34 and the pre-listing statement contains full details of the applicant's accounting policies. The issuer will be required to disclose in its pre-listings statements, the differences between the certain provisions of the new Listings Requirements and the regulatory/legislative framework of the primary exchange. The new Listings Requirements have also introduced secondary listings where the applicant is primary listed on a local South African exchange, subject to certain 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. 

Link to Diagram