Johannesburg, South Africa – The JSE Simplification Project has ushered in a comprehensive overhaul of the Johannesburg Stock Exchange’s regulatory framework. This is the most significant shift in South African capital market governance in several decades.
The reforms modernise the JSE Listings Requirements and aim to reduce the cost and complexity of public listings, which had increasingly discouraged companies from listing or remaining on the exchange.
The initiative, formally known as the JSE Simplification Project, was launched in September 2023 to address the growing complexity and cost of public listings. These factors had increasingly discouraged companies from seeking or maintaining a presence on the exchange.
By rewriting requirements in plain language and removing redundant or ambiguous provisions, the JSE reduced its Listings Requirements by more than 50%. The framework moved from a 400-page manual to a streamlined 172-page document. The Financial Sector Conduct Authority (FSCA) granted regulatory approval in late 2025, establishing a clear implementation timeline.
For new listing applicants, the operational date was 13 January 2026. Existing issuers have until 16 February 2026 to transition fully to the modernised framework.
Key reforms span share issuance approvals, shareholder rights, financial disclosure, and corporate governance. This article outlines the most material changes and places them in context against the previous regulatory regime.
Voting Thresholds and Shareholder Approval: Shift to Ordinary Resolutions
One of the most consequential reforms is the reduction in shareholder approval thresholds for key corporate actions. Under the previous regime, the JSE required a 75% special resolution for both specific and general authorities to issue shares for cash.
The new Listings Requirements reduce this threshold to an ordinary resolution of 50% plus one vote. This applies to non-pro rata cash issuances and share buy-backs. The change is intended to enable faster, more predictable capital-raising, as the prior threshold was often difficult to meet despite majority shareholder support.
The revised threshold applies to the following actions: General Issue for Cash, General Repurchase, Specific Issue for Cash, and Specific Repurchase. The Delisting Resolution remains unchanged and continues to require 75% shareholder approval.
Alongside lower voting thresholds, the JSE has significantly curtailed the requirement for external fairness opinions. Previously, independent expert opinions were mandatory for most related-party transactions. They were also required for discounted cash issues and premium share buy-backs.
Under the revised framework, a mandatory fairness opinion is required only for a JSE delisting resolution. In all other cases, responsibility shifts to the independent board of directors. Boards must now issue a statement confirming whether the transaction terms and pricing are fair to shareholders.
This reform materially reduces advisory costs, particularly for mid-capitalisation issuers. It also reinforces the fiduciary responsibility of independent directors.
Narrative Approach to Pro Forma Financial Information
Historically, cash issuances and repurchases required detailed mathematical pro forma disclosures. These illustrated the impact on earnings per share, net asset value, and tangible net asset value.
The simplified framework replaces these calculations with a narrative explanation of the transaction’s financial impact. The JSE has taken the view that qualitative analysis often provides more useful insight. Mathematical projections were frequently outdated by the time circulars were published, and investors typically focused on summary disclosures.
The JSE has also expanded its secondary listings framework to attract international issuers. The objective is to strengthen South Africa’s integration into global capital markets.
Previously, fast-track listings were limited to companies listed on a small group of accredited exchanges. Under the revised rules, all Eighteen previously approved exchanges now qualify for fast-track accreditation. Eligible issuers may list on the JSE through a pre-listing announcement, rather than a full pre-listing statement.
The eligibility period has been reduced from 18 months to 12 months. This enables companies completing an IPO in London or New York to list on the JSE more quickly.
Approved exchanges include: Australian Securities Exchange (ASX), London Stock Exchange (LSE), New York Stock Exchange (NYSE), Toronto Stock Exchange (TSX), Nasdaq Stock Market, Euronext (Amsterdam, Brussels, Paris), Frankfurt Stock Exchange, SIX Swiss Exchange and Singapore Exchange (SGX)
Transition from King IV to King V Corporate Governance
Another material development is the transition from King IV to King V. King V was released by the Institute of Directors in South Africa (IoDSA) on 31 October 2025 and applies to financial years beginning on or after 1 January 2026.
The framework reduces the number of governance principles from 17 to 13. It simplifies language and places stronger emphasis on sustainability, ethical leadership, and standardised disclosure.
Early reaction from corporate financiers and the banking sector has been cautiously optimistic. However, the move toward a more permissive, disclosure-based regulatory environment is not without risk.
Reducing approval thresholds to 50% plus one vote diminishes the leverage historically held by minority shareholders. The JSE has nonetheless taken the view that improved efficiency, reduced costs, and enhanced market accessibility will outweigh these concerns.
Overall, the JSE Simplification Project represents a maturation of South Africa’s capital markets framework. It aligns the exchange more closely with global norms. The ultimate success of the reforms will depend on disciplined board execution and continued vigilance by the investor community.
