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JSE Overhauls Listings Requirements to Drive IPO Activity and Revive South Africa’s Capital Market.

South Africa’s Johannesburg Stock Exchange (JSE) has taken a landmark step to modernize its regulatory framework following approval by the Financial Sector Conduct Authority (FSCA) of its JSE simplified listing requirements, a reform expected to drive renewed capital markets activity and make the bourse more attractive to local and international companies.

The new framework replaces the existing Listings Requirements in full and will apply to new listing applications from 13 January 2026 and existing issuers from 16 February 2026.

The overhaul, part of the broader “Simplification Project,” aims to cut regulatory complexity, significantly reduce the volume of listing rules and align South Africa’s capital markets more closely with international standards.

The Simplification Project, launched in September 2023, was conceived as a response to longstanding concerns about the complexity and volume of the JSE’s Listings Requirements, which had expanded over more than two decades to hundreds of pages.

By rewriting regulations in clearer, plain language, the project sought to make compliance more intuitive for issuers, sponsors and investors while preserving protections for market participants.

Public consultation lay at the heart of the project. Over the course of 2023 and 2024, the JSE engaged extensively with market stakeholders, including corporate issuers, sponsors, institutional investors and independent advisory bodies, to refine proposals and respond to feedback.

This transparent process was pivotal to securing regulatory approval from the FSCA, the statutory body responsible for ensuring fair and efficient financial markets.

The introduction of the JSE simplified listing requirements brings a suite of substantive changes designed to reduce administrative burdens and align South Africa’s flagship exchange with global peers:

The simplified Listings Requirements are easier to navigate, clearer in purpose, reduces the administrative burden while preserving vital investor protections, with key reforms including:

New Listings: The construct of the Pre-Listings Statement has been repositioned to ensure an efficient and uniform disclosure regime aligning largely with the Companies Act, to support new listings.

Shareholder Approval Threshold: The voting threshold for share issues and buy-backs have been reduced from 75% to 50%, to align with other international markets and making capital raising more flexible when issuing securities.

Corporate Governance: A new dedicated corporate governance section now crystalises the JSE corporate governance regime, supporting the ease of application.

Financial reporting for corporate actions: Pro formation financial information for issues for cash and buy-backs has been removed and rather placing emphasis on a detailed narrative on the impact of the corporate action on the financial statements, leading to cost savings and simplified circular preparation.

Fairness Opinions: Aligned with many international markets, the requirement for a fairness opinion has been removed for related party transactions and rather placing emphasis on a statement on fairness from the independent directors of the issuer, leading to cost savings and simplified circular preparation.

Financial Information – Transactions: Aligned with many international markets, reduced the provision for historical financial information for category 1 transactions and substantial acquisitions of a Category 1 subject/new applicant from 3 years to 2 years, leading to cost savings and simplified circular preparation.

Ordinary Course of Business: Increased the ordinary course of business threshold for issuers in the General Segment and AltX (where shareholders’ approval is required) from 30% – 50%, adding to operational flexibilities for those issuers.

Companies Act: Harmonised various provisions with the Companies Act, dealing with beneficial ownership, PLS disclosures and meeting notices.

Property Entities: Removed the obligation for valuation reports, save for limited circumstances, as investors are provided with the relevant property specific disclosures.

Mining: Removed the pre-approval of a competent person’s report and executive summary of competent person’s reports by the JSE Readers Panel, leading to cost savings and simplified circular/PLS preparation.

SPACs: Allowing more flexibilities for SPAC applicants to identify a pipeline of acquisition/s prior to listing, to better support capital raisings. 

Expanded Secondary Listings Framework: The expansion includes, amongst others, that applicants from all 18 approved international exchanges are now eligible for the fast-track listings route and the period to be listed on those exchanges for eligibility has been reduced from 18 months to 12 months, to enhance the JSE’s competitiveness as a listing jurisdiction.

The new simplified regulations form a core part of the JSE’s broader strategy to reverse subdued listings activity and foster an environment conducive to capital formation.

In recent years, the bourse has seen a decline in new listings, prompting initiatives like the Simplification Project and the Market Segmentation framework, which reclassifies the Main Board into segments with tailored compliance requirements.

Since the rollout of preliminary reforms, there are signs of renewed market interest. Several notable companies, including ASP Isotopes, Cell C Holdings and Optasia, entered the listing pipeline in 2025, signaling growing confidence in the reformed environment.

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