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BY Doron Joffe , Nkosi Tshabalala AND Sanjay Kassen
JSE Simplifies Listings Requirements
The JSE’s long‑running Simplification Project is now live. The fully rewritten Listings Requirements (“LR”) took effect on 13 January 2026, replacing the previous rulebook with a framework that is approximately half its former length. The new LR are reorganised into a more intuitive structure, with much of the administrative content moved online and introduce a number of substantive changes for issuers. Below is a high-level overview of some of the most material updates.
Lower shareholder approval thresholds
Several corporate actions now require approval by simple majority rather than the previous 75% threshold. This includes specific and general issues for cash, specific and general repurchases, and “sub-floor pricing” in vendor consideration placings.
Reduced need for fairness opinions
Independent fairness opinions are no longer mandatory for:
- specific issues for cash to related parties;
- specific repurchases from related parties; or
- related party transactions more generally.
Instead, independent directors must provide fairness statements, with an external expert opinion only required if expressly mandated or if the board elects to obtain one.
Clearer transaction categorisation
The LR clarify that all categorisation percentages must be calculated before transaction terms are announced, and that treasury shares must be excluded from all calculations. The rules for measuring consideration relative to market capitalisation, dilution and mixed cash/share transactions have also been streamlined.
Targeted reforms for property entities
Higher Category 2 threshold
Property transactions will now only trigger a Category 2 treatment at 10% (previously 5%).
Modernised disclosure
Portfolio disclosure has moved to a principles-based approach, replacing detailed, itemised requirements. Tenant disclosures now follow a risk‑based model rather than the former A/B/C classification system.
Narrower valuation requirements
Independent valuation reports are now required only for:
- new listings (on significant properties); and
- Category 1 transactions (on the property being acquired or disposed of).
A report is not needed where:
- 12 months of historical or forecast rental data is available;
- the average vacancy level is below 10%; and
- at least 90% of rental income is derived from tenants unrelated to the issuer or its subsidiaries.
Updated REIT gearing test
The 60% gearing cap for REITs is retained, but the test has been reworded: directors must now confirm that the REIT’s gearing ratio (total consolidated liabilities divided by total consolidated assets) does not exceed 60%, based on either the most recent audited or reviewed financial statements, or a pro forma statement of financial position where this reflects more current information.
Mandatory fit‑and‑proper assessments
Boards must formally assess all prospective directors before nomination or appointment (including casual vacancies) and must conduct independent background and qualification checks.
Broader director integrity disclosures
The scope of the director’s declaration has been expanded to include additional integrity matters. Any disclosed integrity issues must be announced within one business day, failing which a negative statement must be published.
Enhanced remuneration‑related disclosures
Issuers must continue to seek non‑binding shareholder votes on remuneration policies and implementation reports. Where 25% or more of shareholders voted against either item, the issuer must disclose:
- in the voting results announcement, how it intends to engage with dissenting shareholders (including an invitation to engage and details on the process and timing; and
- in the next annual report, who it engaged with, how the engagement was conducted (manner and form) and what concrete steps were taken to address shareholder concerns.
Reduced “control” period for Main Board applicants
Main Board applicants now only need to demonstrate control over a majority of their assets for 12 months, reduced from the previous 3‑year track record.
Shorter track record for fast‑track secondary listings
Previously, an issuer could only qualify for a fast-track secondary listing on the JSE if its securities had been primarily listed and actively traded on an accredited exchange for at least 18 months. This requirement has been reduced from 18 to 12 months.
Updated PLS disclosure framework
The PLS disclosure framework has been aligned with the prospectus disclosure requirements under the Companies Act, 2008 and Companies Regulations, 2011, removing duplication and simplifying compliance.
Reduced historical financial information requirements
Only two years of historical financial information (down from three) are now required on:
- Category 1 transaction subjects; and
- subjects of significant acquisitions or disposals by new applicants or Category 1 transaction subjects.
New applicants issuing a PLS must still provide three years of historical financial information.
Revised approach to pyramid companies
The definition of a pyramid company has been refined: a company must now also be unable to demonstrate a meaningful standalone business or one that could qualify for listing on its own. New pyramid companies may no longer be listed. Existing pyramid companies that fall within the revised definition must notify the JSE immediately and are afforded a two-year remedy period.
Conclusion
Issuers and advisers should review the new LR carefully to understand their practical impact on compliance, governance and transaction planning.
For further information, please contact ENS’ Corporate Commercial Department.
Doron Joffe
Executive | Joint Head of Department | Corporate Commercial
Sanjay Kassen
Executive | Joint Head of Department | Corporate Commercial
Nkosi Tshabalala
Executive | Corporate Commercial
