| (a) |
the manner in which securities may be listed or removed from the list or in which the trading in listed securities may be suspended; |
| (b) |
the requirements with which issuers of listed securities and of securities which are intended to be listed, as well as such issuers’ agents, must comply; |
| (c) |
the standards of conduct that issuers of listed securities and their directors, officers and agents must meet; |
| (d) |
the standards of disclosure and corporate governance that issuers of listed securities must meet; |
| (e) |
such details relating to the listed securities as may be necessary; |
| (f) |
the steps that must be taken by the exchange, or a person to whom the exchange has delegated its disciplinary functions, for the investigation and discipline of an issuer, or director, officer or employee of an issuer, that contravenes or fails to comply with the listing requirements; |
| (g) |
for any contravention of or failure to comply with the listing requirements, any one or more of the following penalties that may be imposed by the exchange or by a person to whom the exchange has delegated its disciplinary functions: |
| (ii) |
a fine not exceeding R7.5 million, to be adjusted by the Authority annually to reflect the Consumer Price Index, as published by Statistics South Africa; |
| (iii) |
disqualification, in the case of a natural person, from holding the office of director or officer of a listed company for any period of time; |
| (iv) |
suspension or termination of listing; or |
| (v) |
any other penalty that is appropriate in the circumstances. |
| (2) |
The listing requirements may prescribe that— |
| (a) |
full particulars regarding the imposition of a penalty may be published in the Gazette, other national newspapers, the website of the exchange or through the news service of the exchange; |
| (b) |
any person who contravenes or fails to comply with the listing requirements may be ordered to pay the costs incurred in an investigation or hearing; |
| (c) |
an exchange may take into account at a hearing information obtained by the Authority in the course of a supervisory on-site inspection or investigation conducted in terms of the Financial Sector Regulation Act or obtained by the directorate in an investigation under section 84, read with section 85. |
[Section 11(2)(c) substituted by section 290, item 13(a) of Schedule 4, of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017), Notice No. 853, GG 41060, dated 22 August 2017 - effective 9 February 2018 (Notice R. 99, GG 41433, dated 9 February 2018)]
| (3) |
If a person fails to pay a fine referred to in subsection (1)(g), the exchange may file with the clerk or Authority of any competent court a statement certified by it as correct, stating the amount of the fine imposed and such statement thereupon has all the effects of a civil judgment lawfully given in that court against that person in favour of the exchange for a liquid debt in the amount specified in the statement. |
| (4) |
The listing requirements must prescribe the purpose for which a fine referred to in subsection (1)(g) must be appropriated. |
| (5) |
Listing requirements and any other conditions of listing are binding on an issuer and an authorised user and their directors, officers, employees and agents. |
| (a) |
An exchange may amend its listing requirements in accordance with the consultation process set out in the listing requirements, which process must provide for— |
| (i) |
the persons who are to be consulted; and |
| (ii) |
the manner in which consultation will happen, including the time period or periods allowed for consultation. |
| (b) |
An exchange must submit any proposed amendment of its listing requirements, after licensing, together with an explanation of the reasons for the proposed amendment, and any concerns or objections raised during the consultation process, to the Authority for approval. |
| (c) |
The Authority must, as soon as possible after the receipt of a proposed amendment, publish— |
| (i) |
the amendment on the Authority's website; and |
| (ii) |
a notice in the Gazette that the proposed amendment is available on the Authority's website, calling upon all interested persons who have any objections to the proposed amendment, to lodge their objections with the Authority within a period of 14 days from the date of publication of the notice. |
[Section 11(6)(c) substituted by section 290, item 13(b) of Schedule 4, of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017), Notice No. 853, GG 41060, dated 22 August 2017 - effective 9 February 2018 (Notice R. 99, GG 41433, dated 9 February 2018)]
| (d) |
If there are no such objections, or if the Authority has considered the objections and, if necessary, has consulted with the exchange and the persons who raised such objections and has decided to approve or amend the proposed amendment, the Authority must publish— |
| (i) |
the amendment and the date on which it comes into operation on the Authority's website; and |
| (ii) |
a notice in the Gazette, which notice must state— |
| (aa) |
that the amendment of the listing requirements has been approved; |
| (bb) |
that the listing requirements as amended are available on the Authority's website and the website of the exchange; and |
| (cc) |
the date on which the amendment of the listing requirements will come into operation. |
[Section 11(6)(d) substituted by section 290, item 13(b) of Schedule 4, of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017), Notice No. 853, GG 41060, dated 22 August 2017 - effective 9 February 2018 (Notice R. 99, GG 41433, dated 9 February 2018)]
| (a) |
The Authority may, by notice in the Gazette and on the Authority's website, amend the listing requirements of an exchange— |
[Words preceding section 11(7)(a)(i) substituted by section 290, item 13(c) of Schedule 4, of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017), Notice No. 853, GG 41060, dated 22 August 2017 - effective 9 February 2018 (Notice R. 99, GG 41433, dated 9 February 2018)]
| (i) |
if there is an urgent imperative under exceptional circumstances; |
| (ii) |
if it is necessary to achieve the objects of this Act referred to in section 2; and |
| (iii) |
after consultation with the exchange concerned. |
| (b) |
Where the Authority has amended the listing requirements of an exchange in terms of paragraph (a), the Authority must— |
| (i) |
inform the Minister of the amendment, giving reasons for the amendment and explaining the imperative referred to in paragraph (a)(i); and |
| (ii) |
publish the reasons for the amendment, and the imperative for such amendment in the Gazette and on the Authority's website. |
[Section 11(7)(b)(ii) substituted by section 290, item 13(d) of Schedule 4, of the Financial Sector Regulation Act, 2017 (Act No. 9 of 2017), Notice No. 853, GG 41060, dated 22 August 2017 - effective 9 February 2018 (Notice R. 99, GG 41433, dated 9 February 2018)]
| (c) |
Subsection (6) does not apply to an amendment by the Authority under this subsection. |
| (a) |
must keep a list of the securities which may be traded on the exchange; |
| (b) |
must receive and consider, and may grant, defer or refuse, subject to its listing requirements, applications for the inclusion of securities in the list; |
| (c) |
may, when granting an application referred to in paragraph (b) or at any time thereafter, in consultation with the Authority, delay compliance by an issuer of securities with a specific provision of the listing requirements for a limited period and on conditions determined in the approval, if— |
| (i) |
practicalities impede the strict application of a specific provision; or |
| (ii) |
the delay is justified in furtherance of the national government’s objective to encourage participation in the financial markets: |
Provided that the delay in compliance does not impede the objectives of this Act;
| (d) |
may, when granting an application referred to in paragraph (b) or at any time thereafter, in consultation with the Authority, impose conditions in addition to those provided for in the listing requirements, on an issuer of securities, if— |
| (i) |
necessary or desirable to facilitate the sustainability of that issuer; or |
| (ii) |
it is justifiable in furtherance of the national government’s objective to encourage participation in the financial markets; |
| (e) |
may include securities issued by it in its own list subject to the approval of and the conditions prescribed by the Authority; and |
| (f) |
may, despite any arrangement entered into before or after the commencement of this Act according to which listed securities may be bought and sold on the exchange, charge the fees provided for in the listing requirements or the exchange rules. |
| (9) |
An exchange must, before refusing an application to include securities in the list— |
| (a) |
inform the issuer of its intention to refuse the application; |
| (b) |
give the issuer the reasons for the intended refusal; and |
| (c) |
call upon the issuer to show cause within a period specified by the exchange why the application should not be refused. |
National Environmental Management Act, 1998 (107 of 1998)
