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

The JSE has one set of listing requirements that applies to both primary and secondary listings and to both foreign and domestic companies, subject to some minor differences.

A listing applicant must meet the requirements to qualify for a listing on the Main Board and remain compliant with all the requirements, even where the applicants are required to comply with other laws and/or regulations. The JSE may grant waivers from strict compliance with the requirements, and it assesses each waiver application on a case-by-case basis depending on the merits of each case. However, meeting the JSE's listing requirements does not guarantee a listing on the Main Board. The JSE may, in its overriding discretion, refuse a listing to an applicant even if it complies with the listing requirements on the grounds that, in the JSE's opinion, the grant or refusal of the listing is in the interest of the investing public.  

There are no jurisdictions of incorporation or industries considered unacceptable to be listed on the JSE. In addition, the JSE has alternative listing and disclosure requirements for property companies, mineral companies and investment companies. However, there are certain conditions which are applicable to all markets, including, amongst others:

• The applicant must be duly incorporated or otherwise validly established under the law of the country of incorporation or establishment and must be operating in accordance with its constitutional document as well as all laws of its country of incorporation or establishment.
• The applicant must complete the contractual undertaking with the JSE in the form provided in the JSE listing requirements, which provides that from the date of admission to listing any of its securities it will comply fully with all the JSE listing requirements, irrespective of the jurisdiction in which the applicant is incorporated.
• The applicant must also appoint an executive financial director and a company secretary (except for certain issuers) and the directors and senior management of the applicant must collectively have appropriate expertise and experience for the governance and management of the applicant and the group’s business.

Applicants seeking a listing on the Main Board must satisfy the following criteria:

• An applicant must be able to demonstrate that it has a subscribed capital, including reserves but excluding minority interests, revaluations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE prepared within the last six months, of at least R 50 million (approximately US$2.74 million).
• An applicant must have not less than 25 million equity shares in issue, and at least 10% of each class of such issued equity securities must be held by members of the public to promote reasonable liquidity, representing at least 100 shareholders. Securities will not be regarded as being held by the public if they are beneficially held, directly or indirectly, by (a) the directors (or an associate or extended family of a director) or associates of the company or of any of its subsidiaries, (b) the trustees of any employees' share scheme or pension fund established for the benefit of any directors or employees of the company, (c) a prescribed officer of the applicant issuer (d) the controlling shareholder(s) or (e) any person where restrictions on trading in the issuer's listed securities, in any manner or form, are imposed by the applicant issuer's listed securities for a period exceeding 6 months from the listing date. During the three financial years preceding its application, an applicant must either:
  • Have been conducting, either by itself or through one or more of its subsidiaries, an independent business as its main activity which is supported by its historic revenue earning history and which gives it control (which for this purpose is defined as at least 50% plus 1% of the voting shares) over the majority of its assets.
  • Have had a reasonable spread of direct interests in the majority of its assets and the right to actively participate in the management of such assets, whether by voting or through other rights which give it influence in the decisions relating to the assets.

  However, the JSE may in its absolute discretion list a company which has only controlled or had a direct interest in the majority of its assets for 12 months provided that such applicant company:

  • Has produced audited financial statements reporting a profit of at least R 15 million (approximately US$820,500) before taxation and after taking account of the headline earnings adjustment on a pre-tax basis, for the period during which it has exercised control.
  • Can illustrate that the underlying assets/companies/subsidiaries are in a similar line of business and are dependent on one another or are complimentary for the production of the company's products.
  • Can demonstrate at least one of the underlying assets/companies/subsidiaries would qualify for a listing on the Main Board in its own right.
• An applicant must have audited financial statements for the preceding three financial years and either:
  • The most recent audited financial statements reported an audited profit of at least
    R 15 million (approximately US$820,500) before taxation and after taking account of the headline earnings adjustment on a pre-tax basis.
  • It has a subscribed capital, including reserves but excluding minority interests, revaluations of assets and intangible assets that are not supported by a valuation by an independent professional expert acceptable to the JSE prepared within the last six months, of at least R 500 million (approximately US$27.35 million).

In addition, the JSE may in its absolute discretion list a company which is in its development stage (other than a mineral company) and which does not have the required profit history provided that the applicant has, prior to listing, (a) subscribed capital of at least R500 million (approximately US$27.35 million) as determined in terms of the JSE's listing requirements, and (b) existed for at least 12 months.

The financial information relied upon to satisfy the requirements set out above must comply with the prescribed standards and must have been reported on by an auditor without qualification, disclaimer, adverse audit opinion, the inclusion of a paragraph on material uncertainty relating to going concern or reference to an emphasis of matter.

In addition to the requirements listed above, where the company seeking a listing is a mineral company, that is a company whose principal activity is that of mining and/or exploration or has substantial mineral assets (i) measured against the purchase or disposal consideration, as the case may be, of the asset in respect of a transaction, and (ii) measured against the market capitalization of the applicant in respect of a new listing, the JSE must be satisfied that the directors and senior management of the applicant, collectively, have appropriate expertise and experience for the governance and management of the applicant and the group's business. Details of such expertise and experience must be disclosed in any listing particulars prepared by the applicant. Please refer to the JSE Listing Requirements for a more detailed overview of the requirements applicable to mineral companies.

Where the company seeking a listing on the JSE is a property entity, that is a company primarily engaged in property activities including: (i) the holding of properties and development of properties for letting and retention as investments; or (ii) the purchase of land for development,  in addition to complying with all applicable listing requirements, the applicant must satisfy the JSE that the asset manager/management company and/or the executive directors responsible for managing the property portfolio have adequate, appropriate and satisfactory experience in the management of investments of the type in which the property entity proposes to invest. Please refer to the JSE Listing Requirements for a more detailed overview of the requirements applicable to property companies.

A foreign company seeking a secondary listing on the Main Board of the JSE must generally comply with all the above requirements, however, the JSE will review the requirements having regard to the jurisdiction in which the applicant is incorporated and the listing conditions of the primary exchange. In addition, such a foreign applicant must:

• Confirm that it has a primary listing on an approved exchange. The JSE will therefore not grant a secondary listing on the Main Board for an applicant that has a primary listing on a junior or secondary market of an exchange.
• Not have traded in its securities on the JSE, in respect of which a secondary listing is sought, more than 50% of both the total volume and total value traded in those securities on all markets in which it is listed over the preceding 12 months.

There are no additional ownership requirements specifically applicable to a listing of a foreign company's shares. There is no requirement for a listed foreign company to maintain a minimum trading price for its securities.

Each company listed or applying for a listing on the JSE (irrespective of whether it has a primary listing or secondary listing in the Main Board) is required to appoint and maintain a sponsor. The sponsor assists with ensuring compliance with the listing requirements and all necessary correspondence between the company and the JSE must be communicated through the sponsor. Sponsors typically are corporate brokers, banks and other professional advisors, including accountants and attorneys. A newly listed company need not appoint a compliance advisor.

A company that is listed on the JSE must, following its listing and in order to maintain its listing on the JSE, use its best endeavors to ensure that a minimum of 10% of each class of its securities continues to be held by the public so as to ensure reasonable liquidity.

In connection with the listing of securities on the JSE, there is no requirement that shares be placed into escrow or otherwise be restrained from being traded, such as through "lock-in" or "lock-up" arrangements.

Securities listed on the JSE must be traded and settled in South African Rand, even though they may be denominated in other currencies.

All companies listed on the JSE are required to:

• Maintain a transfer office or a receiving and certification office if it has securities in issue that are evidenced by a certificate or other written instrument.
• Be approved by Strate Proprietary Limited in respect of the clearing and settlement of uncertificated securities and comply with the rules of the Central Securities Depository.