The proposed amendments relating to the Annual Improvement Project 2021, issued by the JSE in September….
The proposed amendments relating to the Annual Improvement Project 2021, issued by the JSE in September 2021 for comments, have been promulgated with effect from 1 July 2022. We set out below a summary of added, changed and withdrawn amendments compared to the Tamela article dated 8 November 2021:
1. Section 1: Authority of the JSE – Removal at the Request of the Issuer (1.16)
The required voting percentage increase was changed from the proposed amendment of more than 75% to at least 75%. The controlling shareholder and its associates have been replaced by the offeror and their associates. The exclusions on holding meetings and distributing notices of during prohibited periods has been withdrawn.
2. Section 2: Sponsors – Appointment (New 2.7)
The proposed amendment that the sponsor and designated adviser may not be appointed as the company secretary of the issuer has been withdrawn.
3. Section 3: Continuing Obligations – Short-Form Announcement – Key Audit Matters (“KAMS”)
The proposed amendment to clarify the provision of KAMS in a short form announcement has been placed on hold.
4. Section 3: Notification of Change of Auditor
The non-reappointment of the auditor has been added to matters requiring disclosure. The announcement must be published on notification to the JSE rather than as soon as possible.
5. Section 5: Continuing Obligation – Corporate Governance: CEO and FD Responsibility Statement (3.84(k))
Additional amendment to the CEO/FD responsibility statement in relation to fraud that involves directors – either they have reported same to the audit committee, or they are not aware of any fraud involving directors.
6. Section 5: Specific and general authority to repurchase shares (5.69(h))
Amendment extended to refer to the execution of an existing authority obtained from shareholders.
7. Section 10: Small related party transaction (10.7(c))
Additional amendment to expand the manner in which fairness opinions may be viewed i.e., electronically.
8. Section 11: Incorporation by reference (11.61(b)(i)(bb))
Additional amendment to expand the manner in which documents incorporated by reference are available for inspection i.e., electronically.
How can we help?
Tamela can provide ongoing sponsor and transaction sponsor services on the Listings Requirements, particularly amendments thereto, as and when they become effective. For more information, please contact Mmakobela Mathabe on 073 336 0788 / Mmakobela@tamela.co.za