Comparison of New Simplified JSE Listing Rules vs Previous Rules
Publsihed: 16 March 2026 Reading time: 6.5 mins
Effective 13 January 2026 (new applicants) and 16 February 2026 (existing issuers), the Johannesburg Stock Exchange (JSE) has implemented a comprehensive overhaul of its regulatory framework, representing the most significant shift in South African capital market governance in several decades. This initiative, formally known as the ‘Simplification Project’, was launched in September 2023 to address the growing complexities and costs associated with public listings, which had increasingly deterred companies from seeking or maintaining a presence on the bourse.
By rewriting the requirements in plain language and excising redundant or ambiguous provisions, the JSE has reduced the total volume of its Listings Requirements by more than 50%, moving from a dense 400-page manual to a streamlined 172-page document. This transition is not merely administrative; it reflects a strategic pivot toward a disclosure-based regulatory philosophy that aligns South Africa with leading international markets such as the London Stock Exchange (LSE) and the New York Stock Exchange (NYSE).
Key changes span share issue approvals, governance, reporting and sector rules. Below we compare major categories “old” vs “new,” explain why changes were made (per JSE disclosures), and note implications for prospective and existing issuers.
New Listings and Disclosure Regime (Pre-Listing Statements)
Aspect
Old Listing Requirements
New Simplified Requirements
Rationale/Implications
Pre-Listing Statement (PLS) / Prospectus
Issuers seeking a listing needed to prepare a detailed prospectus or PLS under the old rules. Disclosure was not uniformly aligned with the Companies Act process.
The PLS is repositioned into an “efficient and uniform disclosure regime” that largely aligns with the Companies Act. In practice, the new rules integrate listing disclosures with the Act’s prospectus requirements.
Aligning with the Companies Act removes duplicative obligations, simplifying documentation for new listings. Issuers now follow one streamlined disclosure process (the Companies Act prospectus regime), reducing legal and preparation costs. This is intended to make listing applications faster and more straightforward.
Minimum Listing Criteria
Traditional profit/NAV tests and listing spreads applied unchanged (e.g. Main Board: audited profit ≥ R15m and net asset value ≥ R50m). Fast-track secondary listings required a primary listing on an approved exchange for 18 months.
Primary criteria largely unchanged (the R15m/R50m tests remain). However, fast-track secondary listing eligibility now requires only 12 months on a recognised exchange (down from 18 months), and applies to companies listed on any of the 18 approved global exchanges.
Relaxing fast-track rules broadens and accelerates access for international issuers: companies can list sooner (after 1 year instead of 1.5) and from more jurisdictions. Otherwise, core listing criteria (profit, asset thresholds, free float, etc.) remain stringent, so the bar for quality remains high. Overall, these tweaks make cross-listings and secondary listings easier (expanding the pool of eligible firms).
Capital Raisings & Share Repurchases (Shareholder Approvals)
Aspect
Old Listing Rule
New Simplified Rule
Rationale/Implications
Voting threshold for issuances (non-pro rata)
A 75% shareholder vote was required under the Listings Requirements for any new issue of shares for cash (general or specific authority). Note this sat alongside the Companies Act’s separate 75% special resolution requirement in some cases.
Reduced to 50%+1 of votes cast for share issuances (general or specific), aligning with global practice. (The Companies Act 75% special-resolution rule still applies for related-party issuances, separate from the JSE requirement.)
Lowering the threshold “makes capital raising more flexible”. As the JSE noted, it “aligns the Listings Requirements with other top stock exchanges” and will “greatly facilitate equity capital raises”. Issuers no longer need to secure near-unanimity for most cash issues, reducing the risk of shareholder vote failure. (However, issuers must still satisfy the Companies Act on related-party issues.) This change is aimed at attracting issuers by easing a major hurdle for raising funds.
Voting threshold for buy-backs (non-pro rata)
Similarly, a 75% vote was required for any specific (off-market) share buy-back of shares for cash. General market repurchases then had no prior approval vote requirement.
Reduced to 50%+1 of votes cast for buy-backs under a specific authority. (Again, the Act’s 75% special resolution rule still covers all off-market buybacks, so in practice a special resolution is still needed off-market.)
As with issues, the lower threshold eases routine capital management transactions. Firms can execute share buy-backs more easily (via shareholder authority) and align with international norms. The JSE stressed this broad alignment and increased flexibility for issuers. In practice, listed companies must still plan for a special resolution under the Act for most off-market (non-pro rata) repurchases, but the JSE vote itself is easier to achieve (50% vs 75%).
Under the old rules, any cash issue or disposal involving related parties often required a fairness opinion from an independent expert. This was a costly additional report mandated for shareholder circulars (notably related-party share issuances or acquisitions).
Fairness opinion requirements have been removed for related-party issues and acquisitions, consistent with global markets. Instead, the issuer’s independent directors must provide a statement on fairness. (The only context where a fairness opinion remains mandatory is a JSE delisting resolution.)
Dropping mandatory fairness reports “[leads] to cost savings and simplified circular preparation”. The JSE’s rationale is that other safeguards (e.g. excluding the interested shareholder’s vote, requiring independent-board approval and full disclosure) suffice to protect minority investors. In effect, companies and sponsors face lower advisory fees and simpler processes for large related transactions. This also brings the JSE in line with many exchanges worldwide. (The delisting context still requires an expert opinion by regulation, but outside that narrow case fairness opinions are now voluntary.)
Corporate Governance Standards
Aspect
Old Listing Rule
New Simplified Rule
Rationale/Implications
Governance requirements
Corporate governance obligations (e.g. King IV principles) were spread across the requirements (notably paragraphs 3.84–3.89 for the Main Board and 21.5 for AltX). Issuers had to apply all King Code principles and certain practices (audit, nomination, etc. committees), with disclosures via PLS/annual report.
A dedicated Section 5: Corporate Governance consolidates all governance rules. The content largely mirrors the previous regime (updated as needed for King IV/V). Key practices (e.g. board committees, compliance with King Code) remain mandatory, but now are organised in one place.
The new section “crystallises” the JSE’s governance regime, making it easier to navigate. The JSE did not materially relax governance standards; issuers still must apply all mandatory King Code principles and certain practices. The streamlined format and plain-language wording aim to reduce confusion and compliance burden for issuers. (Notably, the JSE is updating references to the forthcoming King V code – as indicated by a consultation on King V disclosures in early 2025 – but the principle of mandatory governance adherence remains.) Overall, these changes are meant to clarify how issuers must govern, without watering down investor protections.
Financial Reporting in Corporate Actions
Aspect
Old Listing Rule
New Simplified Rule
Rationale/Implications
Pro forma financial statements
Issuers had to include audited pro forma (pre- and post-transaction) financial statements in circulars for cash issues and buy-backs, showing the projected impact on income, assets, etc.. This was a detailed formal requirement for each major corporate action.
Removed. Rather than pro forma financial tables, circulars now require a narrative explanation of the action’s expected impact on the issuer’s financials. Issuers must describe changes to earnings, cash, assets qualitatively.
The change “places emphasis on a detailed narrative” and achieves “cost savings and simplified circular preparation”. In practice, issuers no longer incur audit/review fees for pro forma statements, and lawyers/sponsors spend less time on numeric projections. Investors still receive full disclosure of the impact, but the new approach reduces complexity and paperwork. This aligns with trends abroad (many markets dropped mandatory pro formas) and aims to lower transaction costs without sacrificing transparency.
Historical financial info for major transactions
For large (Category 1) transactions or acquisitions by a listed issuer, the old rules generally required audited financial statements for the preceding 3 years for the target (or subject). This meant obtaining 3-year reports on the entity being acquired or disposed of.
Reduced to 2 years. Historical audited financials are now required for only the last 2 years for Category 1 transactions and large acquisitions.
Shortening from 3 years to 2 “reduces the administrative burden” and “leading to cost savings”. The JSE notes this aligns with global practice. For acquirers and targets, this means one less year of audited accounts must be gathered, printed and signed off. It speeds up deal timetable and lowers due diligence costs, especially helpful when older records are onerous. Investors still see recent financial history, but the tail-year is dropped, reflecting confidence that two years suffices for decision-making.
Corporate Action Announcements / Timelines
Aspect
Old Rule
New Rule
Rationale/Implications
SENS announcements for Category 1/2 deals
Once terms of a Category 1 (large) or Category 2 corporate action were signed, issuers were required to announce the deal immediately upon signing. (This often conflicted with takeover law, which may forbid a firm intention announcement if conditions remain.)
Now issuers must announce “as soon as possible after terms have been agreed,” instead of literally immediately at signature. (In practice this means the deal is announced promptly but with flexibility to finalise conditions first.)
This change resolves timing conflicts. The JSE recognised that the old “immediate” requirement could force premature disclosure (even before binding conditions were met), conflicting with takeover regulations. By allowing a short delay (“as soon as possible”), issuers can ensure the deal is firm before publicising, simplifying legal compliance. Issuers still must announce early in the process, but gain needed breathing room. This tweak improves deal workflow without weakening market transparency.
Ordinary-Course-of-Business Threshold
Aspect
Old Rule
New Rule
Rationale/Implications
Threshold for “ordinary course” test
Under the General and AltX segments, an internal transaction was “ordinary course of business” (thus exempt from shareholder vote) only if it was ≤30% by the standard percentage ratio of profit/assets. Above 30%, shareholder approval was needed.
Raised to 50% for both General Board and AltX issuers where shareholder approval would otherwise be required. (Transactions ≤50% by the ratio are now treated as ordinary course.)
Increasing the threshold to 50% allows larger reorganisations without a vote, giving issuers more operational flexibility. The JSE notes this “adds to operational flexibilities” for issuers. In effect, companies can carry out substantial one-time deals (up to 50% of profit/assets) without expending shareholder meeting time. This eases routine corporate actions and reduces the need for shareholder authorisations, speeding up execution of ordinary-business activities.
Alignment with the Companies Act
Aspect
Old Rule
New Rule
Rationale/Implications
Harmonisation of corporate law provisions
Certain JSE rules duplicated or conflicted with the Companies Act. For example, the old listings requirements had separate rules on beneficial ownership disclosures, proxy and meeting notice formalities, etc.
Various provisions are harmonised with the Companies Act, eliminating overlaps. Specifically, rules on beneficial ownership disclosure, notice requirements and proxy form disclosures now follow the Act’s framework.
By aligning with the Companies Act, the JSE removes conflicting or redundant obligations. Issuers need no longer satisfy two parallel regimes; they simply follow company-law disclosure rules. This cuts compliance complexity and paperwork. For example, beneficial shareholders who must be disclosed under the Act need not also trigger a separate JSE disclosure rule. Overall, this change reflects the JSE’s goal of using “concise regulatory objectives” and reduces ambiguity.
Sector-Specific Listing Rules
Aspect
Old Rule
New Rule
Rationale/Implications
Property company valuation reports
Property entities were routinely required to provide independent valuation reports for property acquisitions/disposals in most listings and transactions.
Removed valuation report obligation in most cases (only required in limited circumstances). Instead, issuers provide detailed property-specific disclosures (location, usage, existing valuations, etc.).
Because valuation reports are costly and time-consuming, this cut lowers listing costs. Investors still get transparency via expanded disclosures (such as pricing details and property portfolios), so the change balances cost vs. protection. Overall, issuers in the real estate sector will find listing-related work easier and cheaper.
Mining competent-person reports
Any listing or transaction involving a mineral asset required a Competent Person’s Report (CPR) and its executive summary, which previously had to be pre-approved by the JSE’s Readers’ Panel.
Pre-approval by the JSE Panel is removed. Issuers still need a CPR (per Mining Code compliance), but no advance review by JSE staff.
Eliminating the Panel step “leads to cost savings and simplified circular/PLS preparation”. Issuers can now submit minerology reports directly without waiting for JSE sign-off, speeding the process. (This aligns with the general removal of redundant reviews.) In practice, exploration and mining companies save time and fees while investors still receive the CPR in full.
SPAC (Special Purpose Acquisition Company)
SPAC listings had very rigid rules: the target-acquisition pipeline often had to be unidentified, and SPACs generally had to use Altx or Specialised segments.
SPACs now get greater flexibility: they may list with an identified pipeline of target acquisitions (where previously this was restricted), and more leeway in meeting listing criteria. (A SPAC must meet base NAV requirements but may have pending deals announced.)
By allowing SPACs to start with a “pipeline” identified, the JSE supports easier capital raising via SPACs. This change is intended to attract SPAC listings, a global trend in capital markets. Issuers can fundraise with clearer acquisition plans, reducing uncertainty for investors. Overall it makes South Africa’s SPAC regime more competitive internationally.
Expanded Secondary Listings
Aspect
Old Rule
New Rule
Rationale/Implications
Fast-track secondary listing eligibility
Only companies listed on a subset of approved exchanges (fewer than 18 globally) could fast-track list on the JSE, and they had to be listed for ≥18 months.
Now all 18 approved international exchanges count for fast-track listing, and the required overseas listing period is reduced to 12 months.
These reforms aim to boost competitiveness. More issuers worldwide become eligible sooner. For example, a US or European company listed just 1 year on NYSE/LSE (or any approved exchange) can fast-track to the JSE. This opens the door to more global firms for secondary listings, enhancing cross-border capital flows. The JSE emphasises this will “enhance competitiveness as a listing jurisdiction”, helping attract and retain foreign listings.
Sources: Official JSE announcements and Listing Requirements, supplemented by expert commentary. All comparisons above are drawn from the JSE’s published simplified Listing Requirements (December 2025) versus the prior requirements. Adjustments were communicated via the JSE and financial media.
The stated goals of these changes include reducing costs and complexity while maintaining investor safeguards.
